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ADMIE HOLDING S.A.
ANNUAL FINANCIAL REPORT
FISCAL YEAR 2025
(Pursuant to article 4 of Law 3556/2007)
GEMI Number: 141287501000
89 Dyrrachiou & Kifisou, 104 43, Athens
*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
ANNUAL MANAGEMENT REPORT ............................................................................................................................... 6
CORPORATE GOVERNANCE STATEMENT ...................................................................................................................32
INDEPENDENT AUDITOR’S REPORT ............................................................................................................................67
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR PERIOD 01/01/2025 31/12/2025 ...76
STATEMENT OF FINANCIAL POSITION ON 31/12/2025 ..............................................................................................77
STATEMENT OF CASH FLOW 01/01/2025 31/12/2025 ............................................................................................78
STATEMENT OF CHANGES IN EQUITY FOR PERIOD 31/12/2025 .................................................................................79
NOTES TO THE ANNUAL FINANCIAL STATEMENTS .....................................................................................................80
1. ESTABLISHMENT, ORGANISATION AND OPERATION OF THE COMPANY .......................................................82
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND MAIN ACCOUNTING PRINCIPLES .................83
2.1 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS ............................................................................83
2.2 GOING CONCERN BASIS ................................................................................................................................83
2.3. NEW STANDARDS, STANDARD MODIFICATIONS AND INTERPRETATIONS ...........................................................84
2.4. SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT JUDGEMENT ........................................................87
2.5. BASIC ACCOUNTING POLICIES .............................................................................................................................89
3. FINANCIAL RISK MANAGEMENT ....................................................................................................................95
4. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD .....................................................................97
5. PAYROLL COST ..............................................................................................................................................99
6. DEPRECIATION ..............................................................................................................................................99
7. THIRD PARTY BENEFITS ............................................................................................................................... 100
8. THIRD PARTY FEES ....................................................................................................................................... 100
9. OTHER EXPENSES ........................................................................................................................................ 100
10. TAXES- DUTIES ............................................................................................................................................ 101
11. FINANCIAL INCOME AND FINANCIAL EXPENSES .......................................................................................... 101
12. TANGIBLE ASSETS, RIGHT OF USE ASSET AND INTANGIBLE ASSETS ............................................................. 101
12.1 TANGIBLE ASSETS ................................................................................................................................... 101
12.2 RIGHT OF USE ASSET ............................................................................................................................... 101
12.3 INTANGIBLE ASSETS ................................................................................................................................ 102
13. OTHER RECEIVABLES ................................................................................................................................... 102
14. CASH AND CASH EQUIVALENTS ................................................................................................................... 102
15. SHARE CAPITAL ........................................................................................................................................... 102
16. LEGAL RESERVE AND OTHER RESERVES ....................................................................................................... 103
17. LEASING ...................................................................................................................................................... 103
18. TRADE AND OTHER PAYABLES ..................................................................................................................... 104
19. ACCRUED AND OTHER LIABILITIES ............................................................................................................... 104
20. TRANSACTIONS WITH RELATED PARTIES ..................................................................................................... 104
21. INCOME TAX ............................................................................................................................................... 106
22. EARNINGS PER SHARE ................................................................................................................................. 106
23. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS ....................................................... 106
24. FEES FOR THE AUDIT OF THE FINANCIAL STATEMENTS AND OTHER ASSURANCE SERVICES ........................ 106
25. PROPOSAL OF PROFIT DISTRIBUTION .......................................................................................................... 107
26. SUBSEQUENT EVENTS ................................................................................................................................. 107
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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 Holding 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, Executive Member of the Board of Directors
2. Achtypi Niki, Vice Chairman, Non-Executive Member of the Board of Directors
3. Angelopoulos Konstantinos, Senior Independent Non-Executive Director ,Member of the Board of Directors
4. Mikas Vasilios, Independent Non-Executive Director, Member of the Board of Directors
5. Drivas Konstantinos, Independent Non-Executive Director, Member of the Board of Directors
6. Xydis Charalampos, Independent Non-Executive Director, 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 01/01/2025-31/12/2025, 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 the uncertainties it faces, as well as the information required
under paragraphs 6 to 8 of Article 4 of Law 3556/2007.
Athens, 07/04/2026
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
VICE CHAIRMAN
NON-EXECUTIVE MEMBER
INDEPENDENT NON-EXECUTIVE
MEMBER
I. KARAMPELAS
Ν. ACHTYPI
K. ANGELOPOULOS
ID No Α02399461
ID No ΑΖ215089
ID No Α02022219
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Annual 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 01/01/2025 31/12/2025
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 ninth fiscal year ended at December 31, 2025.
The Annual Management Report has been prepared in accordance with Article 4 of Law 3556/2007, is aligned with
Articles 150 to 154 of Law 4548/2018, and forms an integral part of the annual financial report for the current year.
The Report outlines the major events that took place during the fiscal year of 2025 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 an associate in accordance with IFRS 11- (Note 2.4). Also, according to IAS 24,
the Company and IPTO S.A. are related parties within the meaning of IAS 24, 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 company IPTO S.A. are published on the companys website www.admie.gr.
The financial statements of the Company are published at the Companys website: www.admieholding.gr.
1.2. Purpose, Core values, concise description of the business model, and strategic objectives for 2026
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,
the development and exercise of any other investment activity in the country or abroad
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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 the members of the Board of Directors and the Company’s executives 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 2025-2027 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 2025
The Company’s net profit amounted to €63.141 thousand (2024: €75.076 thousand). This amount includes the share of
profit from investments of €63.700 thousand (2024: €75.702 thousand), corresponding to ADMIE Holding’s 51%
participation in IPTO S.A., which is allocated to the Company’s shareholders. The decrease is attributable to the reduction
in the net profit of the IPTO Group, specifically due to:
a) the decrease in interconnection rights revenue by €33,5 million, which was not fully offset by the simultaneous
increase in system usage charge revenue by €25,4 million, mainly due to the increase in unit system usage charges
incorporated into IPTO’s billing as of 1/3/2025, based on RAAEY Decision No. E132/2024 regarding the required
revenue for 2024. According to RAAEY Decision No. E-285/2024, the annual revenue from interconnection rights
(recognized following RAAEY decisions) for 2025 amounts to €75,9 million compared to €109,4 million for 2024; and
b) the increase in thirdparty fees by €9,3 million, mainly due to the rise in personnel employed under project contracts
to meet the expanded operational needs of the Group, as well as the provision of professional training services,
infrastructure monitoring using drones, and the adoption of Artificial Intelligence (AI) technologies.
The Company’s operating expenses amounted to €1.334 thousand (2024: €1.114 thousand).
Earnings per share after tax amounted to €0,272 in 2025 (2024: €0,324).
Cash and cash equivalents as at 31 December 2025 amounted to €15.578 thousand (2024: €21.050 thousand).
Equity amounted to €799.030 thousand (2024: €767.609 thousand).
The gross remuneration, including employer contributions, of the Company’s Management for the period 01/01/2025
31/12/2025 amounted to €376 thousand (2024: €412 thousand). This includes fixed remuneration for the Members of
the Board of Directors, the Senior Independent Non-Executive Member, and the Chairpersons of the Committees, as well
as attendance fees for meetings of the Board of Directors and its Committees, in accordance with the Remuneration
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Policy approved by the Annual General Meeting of Shareholders on 03/07/2024 and updated by the Annual General
Meeting on 02/07/2025.
No loans have been granted to members of the Board of Directors, other key management personnel, or their close
relatives.
All transactions described above were conducted under normal market conditions.
2.2 Activities, international presence and awards
A. During the year, the Company participated in international roadshows with the aim of communicating the activities of
its related company, IPTO S.A., to institutional investors and investment analysts in Greece and abroad. More specifically,
ADMIE Holding S.A. participated in:More specifically, ADMIE Holding S.A. participated in:
at the “7th Paris Investment Day”, in Paris, in January 2025,
at the “ATHEX Mid Cap Conference 2025”, in Athens, in November 2025,
at the “Morgan Stanley and Athens Stock Exchange Investment Conference 2025”, in London, in December 2025.
B. The Company received from the magazine “MONEY” the second business award in the category of Best Mid-Small
Capitalization Company” for 2025.
C. 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 31/12/2025 was 3,04 Euro, i.e. 18,1% higher than the closing price on
31/12/2024. The highest price of the share price for the year was 3,56 Euro (22/08/2025) and the lowest of the year at
2,515 Euro (07/03/2025). The average share price weighted by the daily volume of transactions (Volume Weighted
Average Price) was 2,96 Euro which corresponds to a capitalization of 687,5 million Euro. The Company's capitalization
on 31/12/2025 amounted to 705,3 million Euro. On average, 328.789 shares were traded daily, which corresponds to
0,14% of the total number of the Company's shares and 0,29% of the number of shares that are considered wider
dispersion (free-float). The average daily transaction value was 972.776 Euro.
During 2025, 81.539.552 shares were traded, which corresponds to 35,2% of the total number of the Company's shares
and 71,9% of the number of shares that are considered free-float.
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2.3 Tangible and intangible assets
The Company has intangible assets, which relate to software programs with an unamortized value of €26 thousand (2024:
€0 thousand), and tangible assets with an unamortized value of €7 thousand (2024: €10 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 transportation vehicles upon the application of IFRS 16 amount to 69 thousand Euro (2024: 44 thousand
Euro)
3. Financial Ratios (FRI) and additional explanations
Below are presented the key financial ratios:
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2025
2024
Earnings Before Interest Taxes Depreciation and Amortization (EBITDA)
62.399
74.610
Current Ratio
2025
2024
Current Assets
35
88
Current Liabilities
Quid (Acid) Ratio
2025
2024
Current Assets - Inventories
35
88
Current Liabilities
Cash Flow Liquidity
2025
2024
Cash and cash equivalents
33
85
Total current liabilities
Return On Equity (ROE)
2025
2024
Net income
7,90%
9,78%
Total equity
Return On Assets (ROA)
2025
2024
Net income
7,90%
9,78%
Total assets
Return On Capital Employed (ROCE)
2025
2024
Earnings before interest and tax
7,80%
9,72%
Total assets- Current liabilities
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 4.5 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, a procedure is followed whereby any matter submitted by the related company for
approval by its General Meeting of Shareholders is first introduced to the Company’s Board of Directors for discussion
and for authorizing the Chairman and Chief Executive Officer of the Company to vote on such matters at the General
Meeting of the related company.
The Company also implements a Risk Management System, which includes the Risk Management Unit Regulation, the
Risk Management Policy and Procedure, and the preparation of a Risk Register, aimed at the timely identification,
assessment, and determination of the acceptable level of risk exposure, as well as the management’s response to each
risk and its optimal handling.
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4.2. Governance and Compliance Risk
Governance and compliance risk refers to the possibility of loss or the imposition of sanctions due to failure to comply
with the legislative and regulatory framework governing the Company. Governance risks are managed through the
establishment of an adequate and effective Internal Control System and Corporate Governance System, in accordance
with the applicable legal and regulatory provisions.
4.3. Information Systems and Information Security Risk
Information Systems and Information Security risk concerns the potential inability to ensure the confidentiality, integrity,
and availability of data, systems, and services due to intentional or unintentional threats. This risk is managed through
the implementation of all necessary technical and organizational measures to address the risk, prevent incidents,
minimize their impact, and ensure the business continuity of the Company’s core services, as well as its uninterrupted
operation in the face of cyberattacks or other threats.
4.4. Liquidity Risk
Liquidity risk is associated with the need for adequate funding for the Company’s operations and development. The
Company manages liquidity risk by optimizing the management of its cash reserves and expenses, monitoring and
planning its cash flows, and acting appropriately to secure, to the extent possible, sufficient credit lines and cash balances.
It is a standing policy to maintain capital adequacy in order to safeguard its future operation and growth. The Company’s
liquidity risk is considered insignificant, as it maintains sufficient cash reserves to cover its short-term obligations.
4.5. Risks Related to the Business Activities of ADMIE S.A.
The main risks related to the business activities of ADMIE S.A. are analyzed in Section 5 of ADMIE S.A.’s 2025 Annual
Financial Report. Indicatively, and according to the Management of the ADMIE Group, these include risks related to
inventories, changes in the regulatory and legal framework, liquidity and cash flows, credit risk, as well as risks associated
with the need for adequate funding for the operation and development of the IPTO Group, such as:
4.5.1. Geopolitical and Macroeconomic Environment Risk
Geopolitical tensions persisted throughout 2025, with various hostilities in the Middle East, most notably a conflict
involving Israel, the United States and Iran, the prolonged conflict between Russia and Ukraine, as well as escalating
tensions between the United States and Venezuela. The United States and the European Union imposed new sanctions
on Russia, with European authorities confirming their commitment to reducing energy dependence on Russia. Hostilities
in the Middle East, involving Israel, the USA, and Iran, remain at the forefront in 2026. As a result, uncertainty in
international trade and increased volatility have led to a restructuring of critical trade flows, negatively affecting the
stability of global supply chain. In addition, increased trade protectionism through the introduction of new tariffs and
regulatory restrictions has altered the global trade environment. These factors affect fluctuations in crude oil and
petroleum product prices, the EuroUS dollar exchange rate, variations in the prices of CO₂ emission allowances, natural
gas and electricity, as well as interest rate levels. The Group continuously monitors developments, aiming to minimize
any potential negative impacts that may arise from the aforementioned events.
The macroeconomic environment in Greece for 2026 is characterized by continued economic growth, despite geopolitical
and global uncertainties.
The Greek economy, according to the recent official forecasts of the European Commission, is expected to record GDP
growth of around 2,2% in 2026, keeping positive growth rates supported by private consumption and investment,
including resources from European programs. Inflation is projected to stand at approximately 2,3% in 2026, from higher
levels in previous years, reflecting a slowdown in price pressures. Unemployment is expected to continue to decline,
estimated at around 8,6% in 2026, following the significant improvement in the labor market in recent years.
Despite these positive insights, there are significant uncertainties and risks that could affect economic developments,
including (a) geopolitical uncertainty, (b) the possibility of a slowdown in the pace of investment (after 2026) due to the
completion of the RRF financing period, and (c) extreme weather events that pose a risk to fiscal stability.
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Overall, 2026 finds Greece in a phase of economic stabilization with prospects for further convergence with the EU
average, if investment growth and fiscal policy are maintained.
Despite these challenges, Greece in 2025 and in early 2026 consolidated its position as a net exporter of electricity, even
recording historically high export levels and reversing its long-standing role as a net electricity importer. In 2025, the
value of electricity exports reached Euro 972 million, while imports were limited to Euro 710 million, resulting in a
significant surplus in the trade balance.
The European Commission proposed new initiatives to address long-standing issues in the planning and implementation
of the European Union’s energy infrastructure. The objective is to ensure cleaner and more affordable energy across the
European Union.
Network infrastructure constitutes the backbone of the European energy system. The EU is considering a new package
for the modernization and expansion of the grid to fully exploit its potential. This includes removing bottlenecks and
increasing interconnectivity among EU Member States, which will:
help reduce energy prices,
ensure secure and reliable energy supply, and
support the achievement of energy independence.
These initiatives represent a new approach to energy infrastructure, bringing a truly European perspective to project
planning. Firstly, they will ensure that Europe fully utilizes its existing energy infrastructure before investing in new
capacity. Secondly, they will accelerate permitting procedures so that energy infrastructure can be developed more
rapidly across the EU, which is essential for achieving climate and energy targets. Furthermore, the proposals will ensure
a fairer allocation of costs for cross-border projects.
The IPTO SA closely monitors development and collaborates with the relevant authorities and stakeholders to ensure its
effective operation.
Regarding to the project concerning the Electrical Interconnection between Greece and Cyprus, on 30/09/2024, the
Regulatory Authorities of Greece and Cyprus issued a joint decision to further amend the Cross Border Cost Allocation
(CBCA) and specifically they introduced a provision stating that, in the event of a delay or cancellation/termination of the
project due to external factors beyond the control of the project promoter and its suppliers and contractors (geopolitical
risk), fifty percent (50%) of the agreed reasonable project costs incurred by the project promoter shall be allocated to
Greece and fifty percent (50%) to Cyprus.
4.5.2. Risks associated with climate change
Climate change is now considered one of the most important global issues with a significant impact on both the
Company’s activities and the natural environment and society. Addressing it is one of the most important challenges
today.
For this reason, IPTO has integrated in its strategy the new data that has emerged due to climate change in order to adapt
itself to the new environment. Based on current data and upcoming changes, it identifies the risks associated with climate
change and the related opportunities.
Safety and trustworthiness in a challenging environment comprise one of the pillars of IPTO’s Strategy for 2024-2027.
In this context IPTO’s contribution is important in terms of tackling climate change at the national level. The efforts of
the Operator to achieve the goal of addressing climate change include encouraging innovation that enhance “green”
transition such as energy storage for increasing RES contribution in the energy mix and vehicle charging infrastructure.
These changes also contribute to the creation of new business opportunities as the transition to a low-carbon economy
can only be achieved through significant structural and technological changes in the energy production system.
As climate change consequences become visible through the increasing occurrence of severe weather events, the need
to shield the country from such devastating effects seems more urgent than ever. For this reason, IPTO has planned an
increased maintenance plan, so that there is resistance of the System against intense weather events.
IPTO’s role is important both in the context of climate change adaptation actions, through the maintenance and renewal
of assets and the improvement of the Transmission System’s resilience, and with regard to climate change mitigation
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actions, being the implementing agency of the country’s major interconnections, which will allow the acceleration of the
energy transition to a low-carbon economy through the increased penetration of renewable energy sources.
According to the National Energy and Climate Plan, the country aims to drastically reduce greenhouse gas emissions in
order to achieve a national transition to a climate-neutral economy by 2050.
IPTO as the implementor of the country’s major interconnections, is paving the way for green investments and increasing
the integration of RES in the HETS, with many significant benefits for society, the environment and the economy. In
particular, through interconnections and the increased integration of RES, energy production costs are reduced, carbon
intensity is reduced (decarbonization), the country’s energy security is improved, and the burden on the atmosphere is
reduced, locally and more broadly through the reduction of air pollution due to the burning of fossil fuels.
Within this framework, IPTO, with the commencement of operations of the new CreteAttica interconnection, aims by
2035 to decommission the polluting and costly local units that previously relied on oil, securing total savings of
approximately Euro 5 billion for consumers across the country due to the reduction of Public Service Obligation (PSO)
charges on electricity bills. The elimination of emissions associated with local power generation resulting from the
operation of the CreteAttica interconnection is expected to reduce CO₂ emissions by 1.500.000 tons per year, directly
improving Crete’s tourism offering, particularly in areas neighboring the conventional units that previously supported the
island’s electricity supply.
With the operation of the new Digital Maintenance Centre, IPTO is progressively creating a comprehensive and unified
hub for monitoring and managing the assets of the Transmission System. In this way, the Operator will significantly
enhance its operational readiness amidst increased challenges arising from the climate crisis and the growing penetration
of stochastic power generation units. The main operational pillars of the Digital Maintenance Centre concern real-time
operational visibility (Real-Time Operations), monitoring the medium-term condition of assets for maintenance planning
and risk prioritization (Asset Health & Analytics), and the effective activation of appropriate restoration procedures with
lower costs and enhanced operational safety.
Finally, an important priority of the Ten-Year Development Program of IPTO 2025-2034 is the interconnection of the
Aegean islands with the Mainland System. With these interconnections, their electrical isolation is dealt with, the
reliability of the supply increases, the cost of the energy produced and consequently the cost of SGIs is reduced, the
environment is protected and the high potential of RES is exploited. At the same time, the interconnections of the two
island complexes (Dodecanese & NE Aegean) will lead to a drastic reduction of CO2 emissions emitted by the polluting
local power stations and will contribute to the utilization of the high potential of Renewable Energy Sources (RES) in the
Aegean area.
IPTO’s role today is crucial for the implementation of these plans and objectives and will continue to be in the future to
an even greater extent.
4.5.3 Risk from Regulated Returns of the Activity
IPTO’s activity is largely determined by the implementation of the Ten-Year Network Development Plan (TYNDP), as it
affects both the investments the Company is required to undertake and its future revenues from the use of the
Transmission System. Consequently, any amendments to the TYNDP that either increase the Company’s obligations or
require the faster execution of projects may adversely affect the Company’s profitability.
The regulated returns on the System’s investments may negatively impact profitability if they do not cover the reasonable
return on the related invested capital.
In any case, the Company has the necessary safeguards and organizational structures in place to mitigate regulatory and
compliance risks, while, in cooperation with the Regulatory Authority for Waste, Energy and Water, it ensures that all
necessary approvals are obtained for each transaction.
5. Significant projects regarding IPTO Group
IPTO S.A., through its investment program 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.
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The following are the most important projects of the IPTO S.A. Group, which were completed within 2025 or are in
progress, the course of which is as follows:
5.1 Crete - Attica electrical interconnection
The interconnection is in commercial operation and the total electricity demand of Crete is supplied by energy
transmitted from the mainland system through the two interconnections of Crete with Attica and Peloponnese.
“ARIADNE INTERCONNECTION S.P.S.A” has begun to receive the corresponding revenue, in accordance with the relevant
concession agreement between the two parties.
Τhe project was funded with Euro 300,2 million from the NSRF Program 2014 -2020 “Infrastructure, Environment and
Sustainable Development” for the 1st stage of the project (until 31/12/2023), thus drawing 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 Operational Program of the NSRF 2021 2027 "Environment and Climate Change" according
to the decision of the Ministry of Economy and Finance (A.P.: 103448/17.07.2024) and will be funded with an amount up
to Euro 222,3 million.
5.2 Cyclades electrical interconnection
The fourth and final phase of the Cyclades electrical interconnection concerns the interconnection of Santorini,
Folegandros, Milos and Serifos.
The first phase of the interconnection (Santorini-Naxos) is already being constructed with a completion horizon until the
end of first semester of 2026. In the summer of 2022, the laying of the high voltage cable between the two islands was
completed and the construction of the High Voltage Substation in Santorini is progressing.
In November 2022 the tender process was completed and in February 2023 the contracts for the cables were signed for
the remaining three islands of the southwest Cyclades (Folegandros, Milos, Serifos) which will be electrified and integrate
in the entire island complex into the High Voltage System until the end of second semester of 2026.
In September 2023, the contracts of the High Voltage Substations for Folegandros, Milos and Serifos were signed, putting
the entire project in construction phase.
In February 2024, the laying of the submarine high-voltage cable for the Lavrio-Serifos interconnection was completed.
In May 2024 the laying of the submarine high-voltage cable for the Serifos -Milos interconnection was also completed.
The protection work for both submarine interconnections were completed in July 2024.
In February 2025 the laying of the submarine high-voltage cable for the Milos - Folegandros interconnection and the
Folegandros - Thira interconnection was completed. The protection of both submarine cables has been completed in
June 2025. The completion of the Cyclades interconnection will enable the development of RES plants 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 by the Government Gazette No 494 4/8/2022 was characterized as a project of general importance
for the economy of the country.
5.3 Eastern Peloponnese Corridor
The sub-project of the Transmission Line 400 kV that will connect the existing Megalopolis EHV Substation with the new
Corinth EHV Substation was completed and put into operation in December 2022. In December 2023, the contract of the
subproject of the new Transmission Line connecting the Corinth EHV Substation to the Koumoundourou EHV Substation
was signed, putting the second part of the project in construction phase.
The completion of this sub-project is expected in the second half of 2026. The project of the Transmission Line
“Koumoundourou EHV Substation – Corinth EHV Substation” 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.
5.4 Upgrading of the Koumoundourou EHV S/S
The construction process of the new gas-insulated (GIS) Koumoundourou EHV Substation, which will replace the existing
airinsulated EHV Substation, is in progress. The implementation of the new Koumoundourou EHV Substation will serve
the connection of the 400 kV Eastern Peloponnese Corridor, will be the terminal of the Attica-Crete interconnection with
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the mainland grid and will enhance the reliability of the supply of loads (mainly in Western) Attica. The construction of
400KV side (Phase A) was completed in February 2024 and test electrification was achieved in August 2024. The
temporary acceptance procedure for Phase A was completed with the signing of the “Temporary Acceptance Protocol
Phase A” in February 2026, with a reference date of 4/9/2024. The construction of 150 kV side (Phase B) was completed
in March 2025, and the test energization was achieved in December 2025. The upgraded Koumoundourou EHV Substation
is expected to be finalized in the second 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
Kos, Rhodes and Karpathos will be connected to the mainland grid, with the Dodecanese electrical interconnection, via
Corinth, in two phases. Accordingly, the Northeastern Aegean interconnection will include the islands of Limnos, Lesvos,
Skyros, Chios and Samos, and will be implemented in three phases. The marine surveys for both interconnections,
Dodecanese and Northeastern Aegean, were completed in December 2024.
In January 2025, the final phase of ADMIE’s international tender was launched for the conclusion of a framework
agreement concerning the submarine cable projects of the electrical interconnections of the Dodecanese and the North-
East Aegean islands. The companies participating in the tender submitted their binding financial and technical offers on
26/02/2025, and the contract will be awarded based on the most economically advantageous offer. The initial budget of
the project is Euro 1,7 billion (excluding VAT), while the envisaged duration of the framework agreement is set at 6 years
from the signing of the contract.
In December 2025, IPTO launched the tender for the submarine power cables of the CorinthKos interconnection. The
project concerns the design, supply and installation of a high-voltage direct current cable system (HVDC), with a total
cable length of 1,290 km, bidirectional power flow and a total transmission capacity of 1,000 MW. The budget for the
cable section of the interconnection is Euro 1,35 billion and the contract will be awarded based on the most economically
advantageous offer. It is noted that the European Investment Bank has positively evaluated the project and the loan
agreement for the overall financing of the Dodecanese interconnection was signed in early 2026. At the same time, IPTO
has submitted a request for project financing through a grant from the Islands Decarbonisation Fund, while an additional
request for a grant under the Just Transition Mechanism was also submitted in January.
In parallel, the Environmental Impact Assessment (EIA) for the Dodecanese interconnection was submitted to the
Ministry of Environment and Energy in December 2023, and the issuance of the environmental assessment approval is
expected. For the Northeastern Aegean interconnection, the EIA for the section from N.Santa (EHV S/S N. Santas) to
Western Lesvos substation was posted for public consultation on the Electronic Environmental Registry (EER) in
December 2024. The EIA for the section overhead transmission line from Western Lesvos substation to Mytilene
substation, and up to the new Mytilene substation, is scheduled to be posted during 2026.
In the meantime, with the licensing process, the collection of all the required cadastral data of the areas from the local
services, which are to be expropriate for the construction of the projects, has commenced and is in progress.
5.6 ROUF EHV Substation
The development of the new Rouf EHV substation in the central Athens area will contribute decisively to the supply of
the Attica basin. The new Rouf EHV substation is planned to be connected to the 400 kV System with the Koumoundouros
and Acharnes substations with underground cables. For the connection to the 150 kV System, all 150 kV underground
lines that are connected to the existing Rouf Substation to date, will be connected to the 150 kV side of the Rouf EHV
Substation after its completion. The connection scheme of Rouf EHV Substation will provide the possibility of dismantling
the 150 kV overhead lines from Koumoundouros substation to Rouf (3 double circuits), as well as the diversion of the
2B/150 transmission line Rouf - Schimatari to Koumoundouros, with the simultaneous dismantling of the section of the
aforementioned transmission line.
The technical studies for the underground lines are currently in progress, in collaboration with the involved Municipalities
and other relevant bodies. At the same time, the evacuation of buildings in the surrounding area of the existing Substation
is underway, along with the necessary demolitions. The tender for the new Rouf GIS Substation is expected to be launched
within the first semester of 2026.
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5.7 International interconnections
International interconnection projects constitute one of IPTO’s key priorities, 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 was initially submitted and included in the Ten-Year Network Development Plan
(TYNDP) 2022 of ENTSO-E, and since then it has been included in all the subsequent TYNDOPs (2024 and 2026) of ENTSO-
E. In May 2025, IPTO and TERNA signed a Memorandum of Understanding (MoU) which outlines the main terms and
conditions for the design and development of the new electrical interconnection between the two countries.
Assignments of environmental studies preparation for the necessary permits were concluded, targeting the issuance of
the Environmental Impact Assessment by August 2026 and the decision for the Environmental assessment approval by
March 2027. The preparation of the commercial and technical documents for the preliminary seabed study has been
completed, aiming to initiate the tender process within November 2025.
Since December 2025, the project is included in the 2nd Union PCI (Projects of Common Interest) list, under the ID 2.17.
• With the support of the State, it 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 latest Ten-Year Network Development Plans (TYNDP
2024 and 2026) of ENTSO-E, as an under-consideration project. At the same time, discussions are on-going with the
Operators involved for maturing 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 launch of discussions dedicated to the
evaluation of its participation in the share capital of the developer of the project GREGY Green Energy Interconnector,
concerning the electrical interconnection between Greece and Egypt. The project has been included in the 2nd Union
PMI (Projects of Mutual Interest) list, as well as in the new Ten-Year Network Development Plan (TYNDP 2026) of ENTSO-
E.
In April 2024 the Project Promoter procured the two main studies for the project, concerning the technical analysis of
the project (optimal routing of the submarine cable and the landing points in the two countries) and the cost-benefit
analysis. Currently, the cost-benefit analysis is being conducted, while the preliminary seabed study is expected to be
procured until the end of the year. In September of 2025 a trilateral MoU between IPTO, EETC and ELICA SA was signed.
This agreement focuses on the submission by TSOs IPTO and EETC to ELICA of the necessary technical specifications and
data relating to the conduct of the above-mentioned studies and the technical cooperation of the parties for maturing
the project.
In February 2024, the joint venture “SAUDI GREEK INTERCONNECTION S.A.” was established with the object of
conducting the feasibility study for the electricity interconnection between Greece - Saudi Arabia, by IPTO and National
Grid, which hold a 50% share of the share capital, each. 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 Electrical Energy. In April 2024, the joint venture SAUDI GREEK INTERCONNECTION S.A.”
proceeded with the tender for the assignment of the relevant studies related to the commercial viability for the electrical
interconnection between Greece and the Kingdom of Saudi Arabia via HVDC cable budgeted at Euro 1,5 million. In
October 2024, the tender procedures were completed and the contract with the Contractor was signed. The studies are
on-going and will be completed within 2026. In July 2025 a Preliminary Project Viability Report was completed, which
provides an initial recommendation on Project viability of the HVDC Interconnector between Saudi Arabia and Greece
intended to inform the Stakeholders on the interim results from the market and network studies, as well as viability of
the viability of the project (Cost-Benefit Assessment).
• In October 2023, IPTO was appointed as the Project Promoter of the project for the electrical interconnection between
Greece, Cyprus, and Israel.
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The completion of the project will mark the electrical interconnection of Cyprus with the European transmission system,
ensuring the island's strong energy security. At the same time, Israel will strengthen its supply security, gaining the ability
to further and more rapidly increase the share of Renewable Energy Sources (RES) in its energy balance. In December
2023, EuroAsia Interconnector Ltd transferred to IPTO the amount of Euro 55,2 million it had received as prefinancing
from the European Union’s Climate, Infrastructure and Environment Executive Agency (CINEA) and the Connecting
Europe Facility (CEF) mechanism of the EU and with the receipt of an additional Euro 109,2 million in January 2024, the
total pre-financing received amounted to Euro 164,5 million, representing 25% of the total grant.
In December 2023, IPTO issued the order to commence construction. Until today payments totaling Euro 251,4 million
had been made to the contractor responsible for the cable section, with work ongoing. Specifically, within the cable
section, the production of the first 416 km of the submarine cable has been completed, while an additional 107 km are
at various stages of the production process. Concurrently, a substantial portion of the marine surveys has been finalized.
In March 2025, the Regulatory Authorities of Greece (RAEWW) and Cyprus (CERA) formally expressed their support for
the GreeceCyprusIsrael electricity interconnection project (Great Sea Interconnector). This endorsement is further
reflected in their correspondence with the European Commission, advocating for the re-inclusion of the project in the
2nd Union List of Projects of Common and Mutual Interest (PCI/PMI) of the European Union.IPTO maintains close
cooperation with all relevant stakeholders regarding the implementation of the project.
Αt present, the following three regulatory matters remain pending:
A decision by CERA is required, in order to IPTO recover revenue for the years 2025 and 2026, under the regulatory
framework for the project, amount of Euro 50 million (Euro 25 million per year), as described in the relevant decision.
Joint approval by the two regulatory authorities for the recovery of the operating expenses incurred to date, including
the demurrage costs of the survey vessels (up to 28/02/2025), given that IPTO has already submitted all clarifying and
supplementary information requested.
Joint approval of the Concession Agreement for the project, which was submitted in June 2024 for the concession of the
project to the subsidiary company “GREAT SEA INTERCONNECTOR S.M.S.A”.
It should be noted that due to the above regulatory pending matters, Full Notice to Proceed (FNTP) has not yet been
issued to Nexans (last payment in April 2025) and consequently, no obligation arises towards Nexans for the remaining
amount of the contract. Given the delays that have occurred since the beginning of the project to date, which are not
attributable to IPTO or the Contractor, the Contractor has clarified that the schedule slippage is estimated at
approximately one (1) year from the issuance of the FNTP and the overall rescheduling of the contract works, with a more
detailed reassessment to be carried out at a later stage based on the availability of the required resources.
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 of 2024 a joint steering committee was established, with representatives from both
TSOs with the task of monitoring the progress of the implementation of the new interconnection on both sides and
exploring the further contribution of the project to the goals for the transition 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 of 2024 a joint steering group was
established, with representatives from both TSOs with the task of coordinating the implementation of the new
interconnection.
• Is promoting the upgrade of the existing interconnection with North Macedonia.
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5.8 Ten-Year Network Development Plan (TYNDP) of the Hellenic Electricity Transmission System (HETS)
2024-2033
In December 2022, the Preliminary draft TYNDP 2024-2033 was finalized and set to public consultation by IPTO until 14th
March 2023. Following the above, the final plan was submitted to RAEWW for approval on 10th August 2023 and was set
by the Authority on public consultation until 27th November 2023. On 22nd December 2023, RAEWW requested the
submission of supplementary data for the TYNDP 2024-2033. Accordingly, IPTO submitted the requested supplementary
data on 14th March 2024. The TYNDP 2024-2033 was approved with the Decision RAEWW E-174/2024.
2025-2034
In December 2023, the Preliminary draft TYNDP 2025-2034 was finalized and the final plan was submitted to RAEWW for
approval on 8th November 2024 and was set by the Authority on public consultation until 10th September 2025. In July
and October of 2025, IPTO submitted to RAEWW for approval revised data regarding the budgetary cost and
implementation time-schedules for projects included in the TYNDP 2025-2034. On 13th November 2025, RAEWW
requested the submission of supplementary data for the TYNDP 2025-2034. ADMIE submitted the requested
supplementary information in December 2025 and, subsequently, the Authority launched an additional public
consultation on the supplementary data relating to the TYNDP 20252034, which remained open until 13 March 2026.
On 18 March 2026, by Decision No. E-50/2026 of the Energy Sector of RAAEY (Government Gazette B’ 1808/01.04.2026),
the Development Plan of the HETS for the period 20272036 was approved, subject to specific terms and conditions as
set out in the reasoning of the said decision.
2027-2036
In December 2025, the Preliminary draft TYNDP 2027-2036 was finalized and is anticipated to be set to public consultation
by IPTO in the upcoming period.
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6. Strategic plan IPTO Group 2026
The strategic priorities of the related company IPTO S.A. and its subsidiaries are summarized below:
Outlook for 2026
IPTO seeks to develop into a modern Operator, a company utilizing its infrastructure and know-how, adapting to the
country's needs and the challenges of the present and 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 its core activity of energy transmission,
taking into account the environmental footprint of the operation and the local communities in which it operates, as well
as its internal operations: the modernization of its internal processes, health and safety, empowerment and training its
personnel, as the key drivers of the Company's transformation.
The Group’s Strategy is evolving with focus on digital transformation, innovation, accelerating investments, and
sustainable development.
The strategic priorities of the Group are summarized as follows:
Establishing a strong Health and Safety culture
Health and Safety constitutes a key priority for 2026 across all Group activities. Through the update of occupational risk
assessments, the revision of technical specifications for Personal Protective Equipment, and the cultivation of a culture
of responsibility and collaboration, the Group aims to make safety an integral part of its daily operations and to ensure a
zero-accident environment.
Completion of Share Capital Increase of Euro 1 billion
A key objective for 2026 is the timely completion of the share capital increase of Euro 1 billion, aimed at strengthening
IPTO’s Equity and ensuring capital adequacy for the accelerated implementation of its investment plan.
Dodecanese and Northeast Aegean Interconnections & New Rouf GIS
In December 2025, IPTO launched the tender for the submarine HVDC cables of the CorinthKos interconnection. The
European Investment Bank has positively assessed the project, and the loan agreement for the total financing of the
Dodecanese interconnection was signed in early 2026. In parallel, IPTO has submitted a request for grant funding from
the Islands Decarbonization Fund, while an additional request was submitted in January for grant funding under the Just
Transition Mechanism.
Furthermore, the development of new substations is planned in Limnos, Lesvos, Skyros, Chios, Samos and Karpathos. In
addition, the telecommunications interconnection of the CorinthKos converter stations will be implemented. For this
reason, the existing and under-development optical fiber networks of IPTO will be utilized, in order to reduce costs and
establish a data transmission ring across the Aegean.
Another objective for next year is the launch of the tender for the new Extra High Voltage Substation (GIS) in Rouf, along
with the 400 kV cable lines that will connect it to the System. This project will enhance the energy security of the Attica
region and enable the dismantling of overhead transmission towers currently located within the urban fabric of Western
Athens.
Continuation of International Interconnections
A key step for this year is the further maturation of electrical and telecommunications interconnections, positioning
Greece at the center of global and regional energy and data transmission corridors, utilizing two of the country’s key
advantages: its geographical location and its rich potential in Renewable Energy Sources.
The Company’s objectives include:
1. Continuing of the GreeceCyprusIsrael electrical interconnection (Great Sea Interconnector), through the
resolution of regulatory matters and completion of the Cost-Benefit Analysis for the second part of the
interconnection between Cyprus and Israel, thereby achieving another critical milestone in the overall project
planning.
2. Maturation of the special purpose vehicle “Saudi Greek Interconnector” for the project connecting Europe with
the Arabian Peninsula for the first time.
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3. Finalization of participation in the GREGY investment scheme. This project has been included in the EU’s second
list of Projects of Mutual Interest (PMI) and in ENTSO-E’s TYNDP 2026.
4. Acceleration of cooperation with Italy’s TSO, Terna, for the second GreeceItaly interconnection, including
seabed surveys.
5. Development of new interconnections with Albania and Turkey and upgrade of the existing interconnection with
North Macedonia.
Planning of the Future System
The planning of the System of the future requires a targeted yet flexible approach. Through dedicated studies, the optimal
utilization of network capacity will be explored using new congestion management mechanisms, such as the flexible
connection terms provided under the European regulatory framework. The results of these studies will support the
development of a new regulatory framework to further strengthen the System. A vital role in this effort plays the rapid
and effective integration of energy storage facilities into the electrical system, which serve as a critical tool for alleviating
network congestion and supporting system stability. At the same time, as the penetration of renewable energy sources
(RES) continues to increase, measures will be implemented to enhance voltage management, system flexibility, and the
adoption of new technologies, ensuring the System can better respond to fluctuations in supply and demand. This
framework will be further reinforced through additional dynamic compensation systems (SVC) to be installed at the
Arachthos UHV Substation and Argos II.
Specifically, to support island interconnections, the installation of STATCOM systems is planned in Western Lesvos and
Soroni, in addition to the STATCOM units already operational in Syros and Crete, and the Santorini SVC, which will soon
become operational. Interconnections are being designed to minimize reliance on local thermal units, maintaining
reserves only where strictly necessary, with clear operational support rules. Finally, in 2026, IPTO will actively contribute
to the development of the regulatory framework and the technical requirements necessary to ensure timely response to
the needs of new and more demanding consumers.
Modernization & Strengthening of Infrastructure Resilience
A particularly important goal for 2026 remains the modernization and strengthening of IPTO’s infrastructure resilience.
To this end, the Asset Renewal Program will be implemented intensively, leveraging data from the Digital Maintenance
Center from the APMS system, which provides long-term insights into asset “health,” to the OLMS system, which offers
near real-time monitoring of asset conditions. In parallel, systematic use of drones will be pursued for the mapping and
digital documentation of all transmission lines, aiming to transition to a more proactive, digitally supported maintenance
model, thereby enhancing the reliability and operational efficiency of the System.
Additionally, in 2026, the replacement of the old submarine interconnections LefkadaKefalonia and Kefalonia
Zakynthos will be completed, improving energy security in the Ionian Islands and the implementation phase of the 400
kV line connecting the Nea Santa and Philippi UHV substations will also commence, contributing to better utilization of
international interconnections and further integration of renewable energy sources in the northern part of the country.
Regarding the Organization’s telecommunications systems, the objective for 2026 is the full utilization of optical fibers
and nodes of the proprietary IP/MPLS network to ensure secure communication across IPTO’s critical facilities
nationwide. At the same time, a detailed cybersecurity risk assessment will be conducted at UHV substations and other
facilities to identify vulnerabilities and upgrade protection mechanisms, ensuring timely safeguarding of the critical
infrastructure that supports the country’s energy security.
Technological Upgrade of System Operation
Another goal for 2026 is the technological upgrade of System operations, including preparation for the integration of new
technologies (e.g. batteries) and real-time data exchange in order to enable effective monitoring and control of
renewable energy (RES) plants connected to the network, in addition to those within the system. In this way, the timely
response and safeguarding of the System stability will be achieved.
Furthermore, the Market Management System will be fully upgraded, providing market participants with advanced tools
for more efficient management of their represented resources and real-time bid submission. Finally, to enhance
transparency and external engagement in the electricity market, from 2026 onward, more detailed and up-to-date data
will be made available directly to ENTSO-E, ACER, and via IPTO’s website.
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Leveraging Artificial Intelligence
Another strategic objective for 2026 is the integration of Artificial Intelligence (AI) across an increasing number of
operational areas of the Company in gradual and controlled way. Starting with asset management and System
maintenance, a modern collaboration model is being adopted between digital agents and central orchestrators, enabling
the analysis of sensor data, drones, and maintenance history, as well as real-time monitoring of critical indicators. Based
on the abovementioned, the gradual expansion of AI utilization is planned for other areas, including finance, human
resources, and internal processes.
Development of the Training Center into a Certified Technology Hub
Another objective for 2026 is to transform the Training Center into a certified technology and critical skills hub for IPTO,
establishing it as the central pillar for staff training which will provide continuous education and hands-on familiarization
with new technologies and innovation, while adhering to health and safety standards and modern working methods.
Enhancing Sustainability
Finally, the Company’s ongoing commitment is to make IPTO a progressively more sustainable Operator each year which
will be achieved through the following initiatives:
Implementation of a comprehensive waste management system, significantly reducing the Company’s footprint
across buildings and construction sites;
Expansion of energy efficiency upgrades in the Company’s buildings, delivering both economic and
environmental benefits; and
Deployment of an integrated strategy for local communities, aiming to foster a more structured and transparent
dialogue with all stakeholders, thereby making communities active participants in IPTO’s plans and generating
tangible value.
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 its related 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 the Company’s alignment with the National Climate Law 4936/2022 (A 105), and in cooperation with
the Real Estate & General Services Directorate of related party IPTO S.A., primary data on energy consumption (natural
gas) related to the Company were collected, along with electricity bills. Subsequently, Scope 1 & 2 Greenhouse Gas (GHG)
emissions for the Company’s operations for the year 2024 were calculated. According to paragraph 1 of Article 20 of Law
4936/2022, the emissions (GHG) report is updated and verified annually following the procedure set out in paragraph 4
of the same article.
As part of the prescribed process, the GHG emissions calculations were audited by an independent specialized body,
“TUV Austria Hellas,which successfully completed the inspection and verification of the calculation methodology and
results, issuing the “Verification Statement of the Carbon Footprint Report” («Δήλωση Επαλήθευσης της Έκθεσης σχετικά
με το Ανθρακικό Αποτύπωμα»). This statement, along with the other required documents, was submitted to the
competent authorities (ΟΦΥΠΕΚΑ) in October 2025. The corresponding process for the year 2025 will be completed by
October 2026, in accordance with the provisions of the applicable legislation.
The relevant measurements, as derived from a methodology consistent with ISO 14064-1 as required by the Law, are
presented in the table below:
Carbon Footprint Summary 2024
Total
Total emissions and absorptions (tn CO
2
eq)
7,995
Total energy consumed (TJ)
0,113
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 to the employees, executives, and BoD members,
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 2025, the Company employed a total of 7 executives and staff, as well as external associates under
outsourcing agreements for the Company’s functions, in addition to a sixmember Board of Directors of different ages,
having as the Company’s standing policy 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,
adequate assurance of the diversity of the Board of Directors, which is evidenced by the participation of individuals
belonging to different age groups, originating from different places of birth, and possessing different fields of expertise
(studies and previous experience), as reflected in the CVs of the Board members, which are posted on the Company’s
website.
- 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 2026, actions are planned to improve objectives regarding the
Development of human capital.
During the 2025 financial year, the Company invested in the implementation of performance-target-setting and
evaluation procedures, as well as in the implementation of a Training Plan for Employees and Board members. This
contributed directly to the continuous enhancement of employees’ knowledge and skills, the strengthening of service
efficiency, the dissemination of best practices across Units, the improvement of organizational capacity, and the
achievement of the Company’s business objectives.
The implementation of the 2025 Executive Training Plan is presented as follows:
Executive Training 2025 by Theme
Total training hours
Internal Control System
55
Legislative and Regulatory Compliance
46
Ethics and Fraud Management
35
Human Resources Management
16
Development of Administrative Services and Procurement Management
10
Information Systems and New Technologies
9
Governance
8
ESG
2
Total training hours
181
In 2026, actions are planned to improve targets related to Human Capital Development.
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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 and Procedure
Risk Management Policy and Procedure
Policy and Procedure for the Evaluation of the Internal Control System
Policy and Procedure for the Evaluation of the Corporate Governance System
Remuneration Policy for the members of the Board of Directors
Suitability Policy for the Members of the Board of Directors
Conflict of Interest Policy and Procedure
Shareholder Service and Corporate Announcements Policy, and Procedure for Convening General Meetings and
Communicating with Shareholders (https://admieholding.gr/el/epikoinonia-ependyton/)
Reporting Policy under Law 4990/2022
The above have been communicated to all Company executives and are briefly referenced in the Company’s Internal
Operating Regulation, a summary of which is posted on its website (https://admieholding.gr), for the information of
suppliers, partners, shareholders and all interested parties in general.
In accordance with Law 4990/2022, the Company has adopted a Whistleblowing Policy for the submission of reports
concerning violations of EU law or other unlawful actions in the workplace. This policy ensures the confidentiality and
protection of whistleblowers, prohibiting any form of retaliation or adverse consequences against those who submit
reports.
The reporting policy includes the possibility of internal and external submission of violations, the monitoring and
recording of reports, as well as the implementation of the necessary corrective measures and sanctions when violations
are identified. The objective is the prevention and combating of all forms of fraud and corruption, ensuring that the
Company’s values are upheld across all its activities and transactions. Based on the Company’s corporate risk register and
historical data, the risk associated with fraud and corruption is assessed as low
7.4 Elements of Sustainable Development of the IPTO Group SA
The IPTO Group is continuously evolving in order to address the challenges of a dynamically changing environment. The
Group has revised its strategy and has defined its main priorities. This renewed strategy focuses on its further
modernization and development, based on five pillars.
In the context of its sustainability objectives, IPTO evaluates its services, as well as the markets and key stakeholder
groups, including electricity producers. Indicatively, with the aim of enhancing the efficiency and sustainability of the
energy system, the Group, in its targetsetting process, takes into account the management of electricity transmission,
the maintenance and development of the network, as well as the integration of renewable energy sources.
The five pillars of IPTO’s strategy:
7.4.1 Safe operation of the electrical system in conditions of high RES penetration
Target: Increase the share of electricity generated from RES to 80% by 2030
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
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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
Target: Establish System Maintenance Control Centers by 2027
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
Target: Adapt IPTO’s operations to a climate-crisis environment
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
Target: Integration of ESG criteria into the business strategy
In this context, in the projects it implements, the Group takes into account the environmental dimension, while its
initiatives carry a strong social character, such as the IPTO Training Center.
At the same time, it adopts policies that promote good governance, such as those on equality and inclusion in the
workplace, and on the prevention and combating of harassment and violence.
It goes further by setting measurable targets that highlight the integration of ESG criteria into the organisation’s
operational processes and functions, both at the operational and procedural level.
7.4.5 Internationalization of IPTO
Target: Strengthening Europe’s energy independence and ensuring stable electricity systems
As Europe’s electricity market becomes increasingly integrated and the System must remain stable and secure, IPTO is
entering into major international interconnections, aiming to contribute to the national objective of positioning Greece
as an exporter of renewable energy. These interconnections represent the new trend among Transmission System
Operators in Europe. A characteristic example is the implementation of the GreeceCyprusIsrael electricity
interconnection through the Group’s subsidiary, Great Sea Interconnector.
At the same time, IPTO is developing or participating in other major crossborder interconnection projects using
highvoltage direct current (HVDC) technology, between Greece and the Middle East, North Africa, and Central Europe.
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7.5 Priorities for 2026
With the aim of shaping a secure, fair and affordable lowcarbon energy future, the IPTO Group sets strategic priorities
in both the short and long term, which form part of the organisation’s commitment to progress and the promotion of
sustainable development.
More specifically, for the year 2026, the following targets were set:
1. Establishment of a strong Health and Safety culture
2. Completion of the €1 billion Share Capital Increase
3. Interconnections of the Dodecanese and the Northeastern Aegean & new Rouf Substation
4. Continuation of international interconnections
5. Design of the System of the future
6. Modernisation and strengthening of infrastructure resilience
7. Technological upgrade of System operation
8. Utilisation of artificial intelligence
9. Development of the Training Center into a certified technology hub
10. Enhancement of sustainability
The Sustainability Report presents the IPTO Group’s performance in environmental, social and governance matters and
has been prepared in accordance with the requirements of the European Sustainability Reporting Standards (ESRS). In
addition, a Double Materiality Assessment of impacts, risks and opportunities was carried out, based on a defined set of
selection criteria, in alignment with the ESRS guidelines.
More detailed information regarding IPTO S.A.’s performance on sustainable development matters is available in the
Annual Financial Report for the financial year 2025, which is accessible on the website:
https://admieholding.gr/en/financial-results-ipto-group/
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 2025.
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 2025. 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. 4.5.
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12. Significant transactions with related parties
The related entities (legal and natural persons) to the Company are as follows:
Company
Relation
DES ADMIE S.A.
Shareholder
IPTO S.A.
Associate
ARIADNE INTERCONNECTION S.P.S.A.
Associate
GRID TELECOM S.M.S.A.
Associate
GREAT SEA INTERCONNECTOR S.M.S.A.
Associate
STATE GRID LTD
Associate
IPTO TRAINING CENTER S.M.S.A.
Associate
HELLENIC ENERGY EXCHANGE S.A.
Associate
ENERGY EXCHANGE CLEARING COMPANY S.A. (EnΕxClear S.A.)
Associate
SELENE CC S.A.
Associate
SAUDI GREEK INTERCONNECTION S.A.
Associate
TERNA FIBER S.A.
Associate
STATE GRID INTERNATIONAL DEVELOPMENT BELGIUM LTD
Associate
D.E. A.D.M.I.E. SYMVOULEFTIKI SINGLE MEMBER S.A.
Associate
Board Members
Management
Executive Management
Head of the Internal Audit Unit
The Company has entered into an agreement with the related party IPTO S.A. for the coverage of operating costs and
expenses, a service agreement for the management of information systems, as well as a private office lease agreement.
Members of the administrative, management and supervisory boards are also considered related parties. In accordance
with IAS 24 ‘Related Party Disclosures’, and within the context of its ordinary business activities, the Company carried out
transactions with IPTO S.A., with the members of the Board of Directors, as well as with the Executive Management (Note
20), the balances of which (receivables, liabilities and income, expenses) are as follows:
(Amounts in Euro)
31/12/2025
31/12/2024
Receivables
Liabilities
Receivables
Liabilities
IPTO S.A.
-
51.650
-
45.908
TOTAL
-
51.650
-
45.908
(Amounts in Euro)
01/01/2025-
31/12/2025
01/01/2024
31/12/2024
Revenue
Expenses
Revenue
Expenses
IPTO S.A.
-
46.676
-
29.983
BoD members
-
376.291
-
412.312
Managing Officers
-
61.604
-
56.569
TOTAL
-
484.572
-
498.864
There are no material transactions that have not taken place under normal market conditions.
Year end balances are unsecured and their settlement is carried out through cash equivalents. The Company’s
transactions are conducted exclusively through banking institutions. No guarantees have been provided or received for
the above balances.
In the above table, the remuneration of Board members includes the gross remuneration of the Board members,
including employer contributions, attendance fees, rental costs of temporary transportation means, and interest on
finance leases of transport vehicles.
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13. Important facts of the year 2025
A. Dividend policy
The Ordinary General Meeting held on 02/07/2025 approved the distribution of the remaining dividend for the 2024
financial year, amounting to €14,5 million, with an exdividend date of 25 August 2025 and a payment date of 1
September 2025.
On 08 October 2025, a decision of the Board of Directors was recorded in the General Commercial Registry, approving,
in accordance with Article 162 of Law 4548/2018, the distribution of an interim dividend from the profits of the 2025
financial year. The total amount of the interim dividend amounts to €27.969.192.
The Board of Directors intends to propose to the Annual Ordinary General Meeting the distribution of the remaining
dividend relating to the 2025 financial year.
Furthermore, the Board of Directors may propose the distribution, as an interim dividend, of the maximum allowable
amount that it will receive as a dividend from IPTO S.A. within 2026, based on a careful assessment of the Company’s
financial results and the broader economic and business environment.
In addition, the Board of Directors may propose the distribution, as an interim dividend, of the maximum allowable
amount that it will receive as a dividend from IPTO S.A. within 2026, based on a careful assessment of the Company’s
financial results and the broader economic and business environment.
The dividend yield for the total dividend per share relating to the 2025 financial year (2024 dividend and 2025 interim
dividend) amounted to 5.92% based on the Company’s share closing price on 31/12/2025 and 6.07% based on the
volumeweighted average price (VWAP).
Dividend received by IPTO S.A.
37.553.950
plus: Finance and other income of the fiscal year 2025
973.820
minus: expenses of the fiscal year 2025
(1.532.020)
Distributed earnings
36.995.750
minus: Legal Reserve (5%)
(1.849.788)
Distributed earnings to shareholders
35.145.963
minus: Interim dividend paid
27.969.192
Dividend balance to be distributed to shareholders
7.176.771
B. Changes in Board of Directors Members
On 31/03/2025, Ms. GeorgiaChristina Giovani submitted her resignation from the position of Member of the Board of
Directors, as well as from her position as Chair of the Company. Subsequently, pursuant to the decision of the Company’s
Board of Directors dated 01/04/2025, the Board resolved, in accordance with Article 14 paragraph 1 of the Company’s
Articles of Association, to continue the management and representation of the Company without replacing the
aforementioned resigning member, taking into account that the number of members, including the independent
nonexecutive members, as well as the composition of the remaining members, remain in compliance with the regulatory
requirements of Greek Company Law and the Greek Corporate Governance framework.
Following the resignation of Ms. GeorgiaChristina Giovani from her position as a Member of the Board of Directors, the
Board, pursuant to the above unanimous decision, was reconstituted and elected Mr. Ioannis Karampelas as Chair and
Chief Executive Officer of the Company.
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14. Explanatory Report (Article 4, paragraph 8 of Law 3556/2007)
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
As of the date of approval of the financial statements for the year ended 31 December 2025, the shareholders (natural
or legal persons) who directly or indirectly hold more than 5% of the total number of shares and voting rights of the
Company (significant direct or indirect holdings), within the meaning of Articles 9 to 11 of Law 3556/2007, are as follows:
No.
SHAREHOLDER NAME
SHARES
PERCENTAGE %
1.
Hellenic Corporation of Assets and Participations IPTO S.A.
118.605.114
51,12%
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) the authority of the Board of Directors, or certain members of the Board of Directors, to issue new shares or to
acquire own shares in accordance with Articles 49 to 52 and 113 to 114 of Law 4548/2018.
Subject to the principle of equal treatment of shareholders in the same position and the provisions on market abuse, the
Company may, either itself or through a person acting in its own name but on its behalf, acquire its own shares that have
already been issued, only following approval by the General Meeting of Shareholders. The General Meeting determines
the terms and conditions of the intended acquisitions and, in particular, the maximum number of shares that may be
acquired, the duration of the approvalwhich may not exceed twenty-four (24) monthsand, in the case of acquisition
for consideration, the minimum and maximum acquisition price. The decision of the General Meeting is subject to
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publication. In general, the Company does not deviate from the provisions set out in Articles 49 to 52 and 113 to 114 of
Law 4548/2018.
i) Significant agreements entered into by the Company which enter into force, are amended or terminate in the event
of a change in the control of the Company following a public offer
There are no agreements that enter into force, are amended or terminate in the event of a change in the control of the
Company following a public offer.
g) Significant agreements entered into by the Company with members of the Board of Directors or with its personnel
There are no special agreements between the Company and members of its Board of Directors or its personnel that
provide for the payment of compensation specifically in the event of resignation, dismissal without valid reason, or
termination of their term of office or employment due to a public offer.
.
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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. 150/29.01.2026 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 Board of Directors
Section II 2.4. Remuneration of Board Members Special
Practices
2.4.3 The additional remuneration of the Board
members is based on the Company’s annual financial
statements.
2.4.4 The additional remuneration of Board members
who participate in committees is disclosed in the
remuneration report, as well as in the approval granted
by the General Meeting.
2.4.5 Board members take into account individual
performance and the Company’s performance when
approving remuneration.
2.4.10 The Board of Directors reviews and links the
remuneration of the executive members to indicators
related to ESG matters and sustainable development,
which may contribute to the long-term value creation of
the Company. In such cases, the Board ensures that
these indicators are relevant and reliable and that they
The Company has established a Remuneration Policy
which provides that: “6.5. Any additional remuneration
of the members of the Board of Directors shall be based
on the Company’s financial results, shall be approved by
the General Meeting, and shall be disclosed in the
Annual Remuneration Report. 6.6. It is noted that any
additional remuneration and benefits may be granted to
the independent non-executive members of the Board
of Directors, provided that their amount is assessed in
relation to the definition of significant remuneration, so
as not to compromise the independence criterion under
Article 9 of Law 4706/2020.”
During the 2025 financial year, no additional or variable
remuneration was granted to the members of the Board
of Directors, other than fixed remuneration and benefits,
as well as the fees per meeting of the Board and its
Committees, as provided for in the Remuneration Policy.
The Company voluntarily applies a Sustainable
Development Policy and has integrated its principles into
its business activities, as these constitute a necessary
condition for its long-term growth. At present, there is no
link between the remuneration of the executive members
of the Board and relevant indicators. The Company will
establish such a link once the full development of the
Sustainable Development process has been completed
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GREEK CORPORATE GOVERNANCE CODE
EXPLANATION/JUSTIFICATION OF DEVIATION FROM THE
SPECIAL PRACTICES OF EKED
promote the proper and effective management of ESG
and sustainability issues.
2.4.13 The vesting period for stock options is set at no
less than 3 years from the date they are granted to the
executive members of the Board.
2.4.14 The contracts of the executive members of the
Board of Directors provide that the Board may require the
return of all or part of any bonus awarded, in cases of
breach of contractual terms, inaccurate financial
statements of previous years, or, more generally, based
on incorrect financial data used in calculating the bonus.
within the timeframe set by the legislative and regulatory
framework.
Furthermore, in accordance with the Remuneration
Policy, no stock options are granted, while the contracts
of the executive members of the Board do not provide for
the return of all or part of any bonus, since under the
Company’s Remuneration Policy no variable
remuneration is paid to Board members, i.e., additional
benefits or payments dependent on their performance. It
is also noted that, according to the current composition
of the Board of Directors, the only executive member is
the Chairman and Chief Executive Officer of the Company.
Part B Corporate Interest SECTION V SUSTAINABILITY
Special Practices 5.2 to 5.12
The Company voluntarily applies a Sustainable
Development Policy, which is incorporated into its
Internal Operating Regulation. However, the specific
practices of Section 5 “Sustainability” of the Code have
not yet been implemented, since, pursuant to Article 151
of Law 4548/2018, alignment with ESG criteria was not a
regulatory obligation for the Company for the 2025
financial year.
During the 20262027 financial years, the Company will
prepare a phased implementation plan to ensure its
readiness for the required compliance within the legally
prescribed timeframe. This is in line with Directive (EU)
2025/794 (“Stop-the-Clock”), adopted on 14 April 2025,
which provides, among other things, for a two-year
postponement of the sustainability reporting obligations
for companies falling under application Waves 2 and 3.
The Directive was transposed into national law through
Article 57 of Law 5255/2025 (Government Gazette A’
219/28.11.2025), which, among other amendments,
modifies the provisions of Law 5164/2024 regarding the
commencement date of obligations for the
aforementioned entities.
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:
• 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
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\ADMIE HOLDING S.A.
34
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.
With regard to the annual review of the corporate strategy, the main business risks and the internal control systems, the
Board of Directors has proceeded with the following for the 2025 financial year:
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
Completion of the evaluation of the Company’s Corporate Governance System and Internal Control System by
an independent third-party 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
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.
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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.
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.
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The Board of Directors also 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 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.
ViceChair of the Board of Directors / Senior Independent NonExecutive Member 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 2025 financial year
The composition of the Board of Directors at the beginning of the 2025 fiscal year (from 01/01/2025 to 31/03/2025) was
as follows:
1. Georgia Christina Giovani, Chairman, Non-Executive Member of the Board of Directors,
2. Niki Achtypi, Vice Chairman, Non-Executive Member of the Board of Directors,
3. Ioannis Karampelas, Chief Executive Officer, Executive Member of the Board of Directors,
4. Konstantinos Angelopoulos, Senior Independent Non-Executive Member of the Board of Directors,
5. Konstantinos Drivas, Independent Non-Executive Member of the Board of Directors,
6. Vasilios Mikas, Independent, Non-Executive Member of the Board of Directors.
7. Charalambos Xydis, Independent, Non-Executive Member of the Board of Directors
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 and holds a degree in Operational Research and Marketing from
Middlesex University in London, as well as a postgraduate degree in International Economic Relations and
Management from SDA Bocconi University in Milan. From 1998 to 2000, he served as a Portfolio Manager and
Investment Services Advisor at Enallaktiki Securities, and from 2000 to 2005 he served as General Manager of DAKAR
S.A. He served in Local Government from 2006 to 2010 as a Prefectural Councillor and from 2010 to 2014 as a Regional
Councillor of Central Greece in the regional unit of Boeotia. He was subsequently elected Member of Parliament for
Boeotia in the 2012 elections, serving until 2015. Since 2015, he has been a member of the Board of Directors of a
Commercial and Technical Société Anonyme. He has served as Chief Executive Officer of ADMIE Holding since
26.03.2021 and, as of 01/04/2025, also holds the position of Chairman of the Board of Directors of ADMIE Holding. In
parallel, since 2022, he has been a member of the Board of Directors of the Independent Power Transmission Operator
(IPTO). He speaks fluent English and Italian and has knowledge of the German language.
Ms. Niki Achtypi is a lawyer, a graduate of the Law School of Democritus University of Thrace, and holds a
postgraduate degree (“MSc in Banking and Finance Law The Financial and Institutional Framework of Money and
Capital Markets”) from the University of Piraeus. She has worked for more than ten years as a lawyer specializing in
public procurement, corporate law, and labour law, and as a legal advisor to both private and public sector entities.
She served as a member of the Investment Council for the Recovery and Resilience Facility loans, as well as legal
advisor to the competent Minister for the National Recovery and Resilience Plan “Greece 2.0”. She is a member of
the Economic Chamber of Greece and speaks English and French. She has held the position of Vice-Chair of the Board
of Directors of ADMIE Holding since 20/12/2023.
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Mr. Vasileios Mikas received his degree in Chemical Engineering from the National Technical University of
Athens, with a thesis on wastewater treatment. He has been a member of the Technical Chamber of Greece (TEE)
since 1985 and successfully completed the Postgraduate Program in Business Administration of the Hellenic
Management Association (EEDE) in 19921993. From 1985 to 2000, he worked continuously in major export-oriented
companies of the chemical industry in the private sector, holding managerial positions. During this period, he dealt
with international trade of high-specification products, developing and managing quality procedures, technical
marketing, and comparative evaluation of commercial partnerships. Since 2000, he has been active as the manager
of his own company, engaged in the trade of specialty chemical additives, collaborating with international companies
and supplying Greek export-oriented industries. He has been an Independent Non-Executive Member of the Board of
Directors of ADMIE Holding since July 2020 and also serves as a member of the Company’s Audit Committee and the
Remuneration & Nomination Committee.
Mr. Konstantinos Drivas holds a degree in Informatics from the School of Science and Technology of the Hellenic
Open University. He also holds a Master’s degree in Informatics and Telematics from the School of Digital Technology
of Harokopio University, and a Master’s degree in Education Studies from the School of Humanities of the Hellenic
Open University. He additionally holds a Certificate of Pedagogical and Teaching Competence in Informatics from the
Hellenic Open University. He has been employed at EYDAP since 1993, serving in various departments and holding
several managerial positions, including: Director of Market Development Finance Business Partner in the Financial
Activities Directorate, supporting the General Directorates of Customers, Water Supply, and Sewerage Director of
Operational & Administrative Support, responsible for Operations, Administrative Support, and Facility Security
Deputy Director of Customer Service, responsible for Municipal Authorities and Major Clients, as well as the operation
of Regional Centers Head of Statistics & Coordination in the Customer Service Directorate, responsible for
coordinating and ensuring the smooth operation of Regional Centers He is actively involved in Local Government and
served as Municipal Councillor of Chalandri (20102014), participating in various municipal committees. In 2014, he
was appointed Regular Member of the Board of Directors of the General Hospital of Attica “SismanogleioAmalia
Fleming” and the affiliated Penteli Children’s Hospital. He has been an Independent Non-Executive Member of the
Board of Directors of ADMIE Holding since July 2020 and also serves as a member of the Company’s Audit Committee
and the Remuneration & Nomination Committee.
Mr. Konstantinos L. Angelopoulos holds a Diploma in Mechanical Engineering from the Aristotle University of
Thessaloniki (AUTH) and a Master’s degree in Operational Research from the London School of Economics (LSE). He
has more than twenty years of professional experience in the design and management of financing and investment
instruments, real estate management, investment attraction, and investment policy design, serving as a senior
executive and Board member in various companies. He has also served as an advisor to the Ministries of Economy &
Finance and Development. Since July 2020, he has been an Independent Non-Executive Member of the Board of
Directors of ADMIE Holding and serves as Chair of the Remuneration & Nomination Committee.
Mr. Charalampos Xydis holds a degree in Business Administration from Deree College and a Master’s degree in
Internal Auditing from City University Business School (UK). He is a certified Risk Management Assurance Auditor
(CRMA) by the Institute of Internal Auditors and a Certified Fraud Examiner (CFE). He has been a Partner in the Risk
Advisory Department of TGS HELLAS ADVISORY since May 2023, providing Internal Audit, Risk Management,
Regulatory Compliance, and Corporate Governance services. He is also the manager of THE BEST PRACTICE NETWORK
since February 2021. He has more than 25 years of professional and consulting experience in Internal Audit, working
with major business groups, most of them listed on the Athens Stock Exchange, with specialization in the Energy
sector. He served as President of the Association of Certified Fraud Examiners (ACFE Greece) from 2020 to 2023 and
is the exclusive trainer for Greece, Cyprus, and Eastern European countries for the Certified Fraud Examiner (CFE)
preparation courses.
He has also taught in the Internal Audit Program (now MBA in Internal Auditing) of the National and Kapodistrian
University of Athens. He is a regular member of the Hellenic Institute of Internal Auditorswhere he served as
Director from 2012 to 2014and of Transparency International Greece, where he played a key role in launching and
establishing the Business Integrity Forum (BIF) as its designer, coordinator, and implementer in Greece. He has been
an Independent Non-Executive Member of the Board of Directors of ADMIE Holding since May 2024 and
simultaneously serves as Chair of the Company’s Audit Committee.
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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).
Participation of the Board Members
The Members of the Board of Directors participated in the meetings of the Board of Directors and its Committees during
the 2025 financial year as follows:
FULLNAME
STATUS
Number of meetings
B
AC
NC
GIOVANI CHRISTINA
CHAIR OF THE BOARD / NON-EXECUTIVE
MEMBER (from 01/01/2025 to
31/03/2025)
4/4
ACHTYPI NIKI
VICE CHAIRMAN OF THE BOARD OF
DIRECTORS/ NON-EXECUTIVE MEMBER
20/20
KARAMPELAS IOANNIS
CHIEF EXECUTIVE OFFICER / EXECUTIVE
MEMBER (from 01/01/2025 to
31/03/2025) and CHAIRMAN & CHIEF
EXECUTIVE OFFICER / EXECUTIVE MEMBER
(from 01/04/2025 to 31/12/2025)
20/20
MIKAS VASILEIOS
INDEPENDENT NON-EXECUTIVE MEMBER
20/20
20/20
15/15
DRIVAS KONSTANTINOS
INDEPENDENT NON-EXECUTIVE MEMBER
20/20
20/20
15/15
ANGELOPOULOS
KONSTANTINOS
SENIOR INDEPENDENT NON-EXECUTIVE
MEMBER
20/20
15/15
XYDIS CHARALAMBOS
INDEPENDENT NON-EXECUTIVE MEMBER
20/20
20/20
BoD: Board of Directors Meeting, AC: Audit Committee Meeting, RNC: Remuneration & Nomination Committee Meeting
Participation of Board Members
The members of the Company’s Board of Directors, with the exception of cases involving their participation in companies
that constitute related parties within the meaning of Annex A of Law 4308/2014, do not participate in the administrative,
management or supervisory bodies of other legal entities, nor do they hold positions as nonexecutive members in other
companies or nonprofit organizations, except for those listed in the table below.
Member Name
Role in the Board
Role in Another Legal Entity
IOANNIS KARAMPELAS
CHAIRMAN & CHIEF EXECUTIVE
OFFICER / EXECUTIVE MEMBER (FROM
01/04/2025 TO 31/12/2025)
IPTO S.A. Non-Executive Board Member
MEDEON HELLAS S.A. Non-Executive Board
Member
NIKI ACHTYPI
VICE-CHAIR / NON-EXECUTIVE BOARD
MEMBER
Law Firm “Achtypi–Kalliouri & Associates Law Firm”
KONSTANTINOS
ANGELOPOULOS
SENIOR INDEPENDENT
NON-EXECUTIVE MEMBER
Hellenic Development Bank General Director of
Financial Products
Association for the Protection of Autistic
Individuals Board Member, Public Relations
Officer
Research and Study Center of Boeotia Board
Member, Public Relations Officer
KONSTANTINOS DRIVAS
INDEPENDENT NON-EXECUTIVE
MEMBER
EYDAP S.A. Director of Market Development
VASILEIOS MIKAS
INDEPENDENT NON-EXECUTIVE
MEMBER
Vasileios Mikas EE Partner
Cultural and Environmental Association “I Pefki”
Chair of the Board
Athletic Club “I Pefki” Board Member
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Member Name
Role in the Board
Role in Another Legal Entity
CHARALAMPOS XYDIS
INDEPENDENT NONEXECUTIVE
MEMBER
Best Practice Network IKE Partner /
NonExecutive Board Member TGS
HELLAS ADVISORY Partner
Training Center for Combating Fraud
(AMKE) Executive Board Member, Legal
Representative
Association of Kassians in Greece Board
Member, Treasurer
Senior Management
Biography of the Head of the Internal Audit Unit: Despoina Tsiaousi
Ms. Tsiaousi holds a degree from the Department of Banking and Financial Management of the University of Piraeus and
postgraduate degrees in Business Administration (MBA) from the Athens Laboratory of Business Administration (ALBA)
and in Applied Risk Management (MSc), with a specialization in Internal Audit, from the Postgraduate Program of the
Department of Economics of the National and Kapodistrian University of Athens. She also holds certifications in
International Financial Reporting Standards and Internal Control Standards (Diploma in IFRS, COSO Internal Control
Certification, CICA Certified Internal Controls Auditor).
She has extensive experience serving as Head of Internal Audit Units in companies listed on the Athens Stock Exchange,
as well as long-standing professional experience in senior positions within Corporate Finance Departments.
She is registered in the Registry of Internal Auditors of the Economic Chamber of Greece (OEE), in accordance with Law
4849/2021 (Part B / Chapter E), and is a member of the Hellenic Institute of Internal Auditors.
She has served as Head of the Internal Audit Unit of ADMIE Holding since March 2024.
Ms. Tsiaousi meets the requirements of Article 15 of Law 4706/2020, meaning she is a full-time and exclusively employed
staff member of the Company, personally and operationally independent and objective in the performance of her duties.
She is not a member of the Company’s Board of Directors, nor a voting member of any standing committee of the
Company, and she has no close ties with any person holding such positions within the Company or within the Group. She
possesses the appropriate knowledge and relevant professional experience required for the above role.
Shares of the Company Held by Members of the Board of Directors and Senior Management
The members of the Company’s Board of Directors, as well as its Senior Management, did not hold shares of ADMIE
Holding S.A. as of 31 December 2025. It is noted that in February 2025, the Chief Executive Officer acquired 5,000 shares,
which, together with the 10,000 shares he had acquired in a previous period i.e., a total of 15,000 shareswere
disposed of on 23 May 2025.
Events after the Reporting Period
a) Share Capital Increase of the Related Company
At the Extraordinary General Meeting of Shareholders of the related company IPTO S.A. held on 13/02/2026, it was
resolved to increase its Share Capital by the amount of one billion euros through a cash contribution, by issuing one billion
new common registered shares, each with a nominal value of one (1,00) euro, with pre-emptive rights in favor of the
existing shareholders of IPTO S.A., in proportion to their participation in its share capital.
The same General Meeting also authorized the Board of Directors of
The same General Meeting also authorized the Board of Directors of IPTO S.A. to determine the offering price of the
above new shares, in accordance with Article 25(2) of Law 4548/2018, which, in any case, pursuant to Article 7(7) of the
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Articles of Association of IPTO S.A., may not be set below par. It was decided that the above authorization shall remain
valid for one (1) year from the date it was granted.
The above decision was taken within the framework of strengthening the capital base of IPTO S.A. to ensure the smooth
implementation of the Ten-Year Development Plan of the Hellenic Electricity Transmission System (TYNDP) 20252034.
The Company will inform the investment community of any material developments regarding the implementation of the
above share capital increase and the manner of its participation.
b) Impact of Geopolitical Risks
After the reporting date, an escalation of the conflict in the Middle East occurred. Management assessed the potential
impact of these developments on the financial statements and concluded that there was no immediate need to adjust
the risks recognized as of the reporting date, as, due to the nature of the Group’s operations, no material direct effects
on its Financial Position are expected. The Company continuously monitors developments with the aim of mitigating, to
the extent possible, any potential adverse effects that may arise from the above events, as the heightened geopolitical
uncertainty may affect macroeconomic conditions and markets in the future.
c) Evaluation of the Internal Control System and the Corporate Governance System
In accordance with Article 4(1) of Law 4706/2020, Article 14(3)(i) of Law 4706/2020, and Decision 1/891/30.9.2020 of the
Hellenic Capital Market Commission, as amended and in force, an evaluation of the Internal Control System (hereinafter
“ICS”) and the Corporate Governance System (hereinafter CGS”) was carried out for the period from 01/01/2023 to
31/12/2025, with a reference date of 31 December 2025, by an independent Evaluator who met the independence
requirements under Article 9(1) and (2) of Law 4706/2020, as well as the required objectivity, professional competence,
and relevant experience.
Specifically, the Company’s Board of Directors decided, pursuant to its Meeting Minutes dated 19/12/2025, to assign the
evaluation of the adequacy and effectiveness of the ICS and CGS to KPMG Certified Auditors S.A. The project commenced
following the Company’s Engagement Letter dated 14/01/2025 to the Independent Evaluator and was completed with
the submission, on 31/03/2025, of the final “Report on the Evaluation of the Adequacy and Effectiveness of the ICS” and
the final “Assurance Report of the Certified Public Accountant on the evaluation of the CGS, in accordance with the
obligations set out in Article 4(1) of Law 4706/2020,” delivered by the Evaluator to the Company.
The conclusion of the Independent Evaluator, dated 31 March 2026, as incorporated in the final summary Reports
submitted to the Company, states that:
For the Internal Control System:
“Based on the work performed, as described in the section Scope of Work Performed, and the evidence obtained
regarding the evaluation of the adequacy and effectiveness of the Company’s ICS for the period from 1/1/2023 to
31/12/2025, with a reference date of 31 December 2025, nothing has come to our attention that would indicate any
material weaknesses in the Company’s ICS in accordance with the Regulatory Framework.”
The Board of Directors notes that this outcome is further evidence that the Company remains focused on the Principles
of Corporate Governance and on the implementation of an adequate and effective Internal Control System, which
continuously covers every activity of the Company and contributes to its safe and efficient operation.
For the Corporate Governance System:
“Based on the work performed, as described in the section Scope of Work Performed, and the evidence obtained
regarding the evaluation of the implementation and effectiveness of the Company’s CGS, with a reference date of 31
December 2025 (for the period from 1 January 2023 to 31 December 2025), nothing has come to our attention that would
indicate any material weaknesses in the Company’s CGS in accordance with the applicable Criteria.”
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Beyond the limited assurance engagement performed by KPMG, the Board of Directors, within the scope of its
responsibilities, independently carried out the procedures and actions it deemed appropriate for the purpose of assessing
the adequacy and effectiveness of the Corporate Governance System. Following this assessment, the Board of Directors
concluded that the Corporate Governance System applied by the Company is adequate and operates effectively.
There are no further subsequent events requiring disclosure or adjustment to the accompanying financial statements.
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AUDIT COMMITTEE REPORT 2025
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.
2. Composition and Responsibilities of the Audit Committee
2.1 Composition
During the 2025 financial year, the Company’s Audit Committee had the following composition:
i. Charalampos Xydis, Chair of the Audit Committee [Independent Non-Executive Member of the Board of
Directors].
ii. Konstantinos Drivas, Member of the Audit Committee [Independent Non-Executive Member of the Board of
Directors].
iii. Vasileios Mikas, Member of the Audit Committee [Independent Non-Executive Member of the Board of
Directors].
2.2 Responsibilities
The purpose of the Audit Committee is to support the Board of Directors in its duties relating to:
i. The oversight of the external statutory auditor of the Company’s financial statements.
ii. The review of the financial reporting process and the safeguarding of the integrity of the financial
statements.
iii. The systems of regulatory compliance and risk management.
iv. The effectiveness of the Company’s Internal Control Systems in relation to financial reporting.
v. The monitoring of the effectiveness and performance of the Internal Audit Unit.
vi. The review and adequacy of the Internal Control and Risk Management System and the monitoring of
compliance with laws and regulations.
vii. The process for selecting, and monitoring the performance and independence of, the External Auditors.
The Audit Committee, without prejudice to the full responsibility of the Board of Directors for the following matters, has,
indicatively, the following information and oversight duties in accordance with Article 44(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 financial reporting and the role of the Audit Committee in this process, taking into
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account any findings and conclusions of the competent authority pursuant to Article 26(6) of Regulation (EU)
537/2014.
2. Reports to the Board of Directors by submitting the relevant report on the results and issues arising from the
statutory audit, explaining in detail: a) the contribution of the external statutory audit to the quality and integrity
of financial reporting (accuracy, completeness, correctness, including disclosures approved by the Board and
published), and b) the role of the Audit Committee in the above process, including the actions undertaken during
the statutory audit. In this context, the Audit Committee takes into account the content of the supplementary
report submitted by the Statutory Auditor, which includes the audit results and meets at least the requirements
of Article 11 of Regulation (EU) 537/2014.
3. Monitors, reviews and evaluates the financial reporting process, including the mechanisms and systems for
producing, processing and disseminating financial information generated by the Company’s organizational units.
This includes any financial information disclosed beyond the published financial statements (e.g., stock exchange
announcements, press releases). The Audit Committee informs the Board of its findings and submits
recommendations for improvements where appropriate.
4. Monitors, reviews and evaluates the adequacy and effectiveness of all Company policies, procedures and
safeguards relating to the Internal Control System and the assessment, quality assurance and risk management
processes related to financial reporting. Regarding internal audit, the Committee monitors and inspects the
proper functioning and staffing of the Internal Audit Unit, in line with professional standards and applicable legal
and regulatory requirements, and evaluates its work, adequacy and effectiveness without compromising its
independence. The Committee also reviews disclosures relating to internal control and the principal risks and
uncertainties associated with financial reporting. It informs the Board of its findings and submits
recommendations where appropriate.
5. Reviews and monitors the independence of the Statutory Auditors or Audit Firms, as well as the appropriateness
of any non-audit services provided.
6. Is responsible for the selection process of Statutory Auditors or Audit Firms and recommends the auditors to be
appointed, as well as their remuneration.
Additionally, pursuant to Article 44(1) of Law 4449/2017, the Audit Committee submits an Annual Activity Report to the
shareholders at the Annual General Meeting, which includes a description of the sustainable development policy followed
by the audited entity.
The Audit Committee also recommends to the Board of Directors the Head of the Internal Audit Unit, in accordance with
Article 15(2) of Law 4706/2020.
It considers and examines the most significant issues and risks that may affect the Company’s financial statements. In
this context, it reviews and evaluates, indicatively:
Compliance with the legal and regulatory framework through oversight of the compliance function
The use of the going-concern assumption
Significant judgments, assumptions and estimates in preparing the Financial Statements
Fair value measurement of assets
Recoverability of assets
Accounting treatment of acquisitions
Adequacy of disclosures regarding significant risks and the adequacy of the Risk Management Policies and
Procedures applied by Management
Significant related-party transactions
Significant unusual transactions
The Committee may use any resources it deems appropriate, including external advisors, and must therefore be provided
with sufficient funding by the Company.
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3. The Procedures
A. Audit Committee Annual Activity Report 2025
In accordance with its responsibilities as defined by the relevant legislation and its Operating Regulation, and specifically
pursuant to Article 44(1) of Law 4449/2017, the Audit Committee prepares this Annual Activity Report to the shareholders
at the Annual General Meeting, presenting its Activities and Conclusions for the 2025 financial year.
During 2025, the Audit Committee held 20 meetings and monitored, reviewed and evaluated: (a) the significant issues
and risks that could have affected the Company’s financial statements and the financial reporting process, (b) the
adequacy and effectiveness of all Company policies, procedures and safeguards relating to the internal control system
and the assessment, quality assurance and risk management processes associated with financial reporting, (c) the process
for selecting the evaluator of the Corporate Governance System and the Internal Control System, and (d) any other matter
relating to the Company’s internal organization and operation.
During 2025, the Audit Committee held 4 meetings on matters relating to the 2024 financial year, while it conducted 9
meetings that covered multiple topics. More specifically, according to the Audit Committee’s 2025 Meeting Calendar,
approved by Audit Committee Minutes No. 98/01.04.2025, the Audit Committee addressed the following key matters:
Date
Agenda Item
23/1/2025
Item: Briefing by the Head of the Regulatory Compliance Unit
27/1/2025
Item 1: Briefing by the Head of the Risk Management Unit
Item 2: Briefing by the Statutory Auditors regarding the commencement and planning of
the annual statutory audit of the 2024 Financial Statements
3/2/2025
Item 1: Presentation to the Audit Committee of the Policy and Procedure for the
Evaluation of the Corporate Governance System
Item 2: Briefing of the Audit Committee by the Head of the Internal Audit Unit (IAU)
27/3/2025
Item 1: Presentation of Internal Audit results for Q4 2024 / Annual IAU Report for 2024
Item 2: Performance evaluation of the Head of Internal Audit for the year 2024
Item 3: Approval of the Audit Committee Annual Activity Calendar for 2025
Item 4: Other matters
1/4/2025
Item 1: Approval of the Annual Work Programme of the Audit Committee
Item 2: Discussion on Regulatory Compliance matters raised by members Mr. Drivas and
Mr. Mikas (AC Minutes No. 97)
7/4/2025
Item: Preparation and drafting of the Audit Committee Annual Report for 2024 to be
presented to the Shareholders at the Annual General Meeting, pursuant to Article 44(1)
of Law 4449/2017
14/4/2025
Item 1: Progress of the audit in relation to the initial planning and work performed to
date; update on the timetable for informing the investment community regarding the
publication of the financial statements
Item 2: Discussion on the draft 2024 Financial Statements
Item 3: Results of the Corporate Governance System evaluation
15/4/2025
Item: Approval of the “Audit Committee Report 2024 to the Shareholders at the Annual
General Meeting, pursuant to Article 44(1) of Law 4449/2017”, except for paragraph 2D
25/4/2025
Item: Meeting with the Statutory Auditors in the context of the audit of the 2024
Financial Statements and discussion on the draft Supplementary Report to the Audit
Committee for the year ended 31/12/2024
28/4/2025
Item: Finalization of the Audit Committee Annual Report 2024, including Paragraph D,
following review of the draft Supplementary Report of the Statutory Auditors to the Audit
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Date
Agenda Item
Committee for the year ended 31/12/2024, and recommendation for incorporation into
the 2024 Financial Statements
22/5/2025
Item 1: Presentation of the Internal Audit Unit Activity Report for Q1 2025
Item 2: Discussion on the Regulatory Compliance process under the current structure of
the Company
27/5/2025
Item: Management of the process for selecting Statutory Auditors for the 2025 financial
year
31/5/2025
Item: Selection of Statutory Auditors for the 2025 financial year Evaluation of the
financial offer submitted by SOL Crowe
30/6/2025
Item: Briefing to the Audit Committee on matters of Regulatory Compliance and Risk
Management of the Company
16/7/2025
Item 1: Commencement of the review of the 2025 interim financial statements
Item 2: Risk Management matters
17/7/2025
Item : Internal Audit Report for Q2 2025
5/8/2025
Item: Specification of the training framework for Audit Committee members for the year
2025
19/9/2025
Item: Briefing to the Audit Committee regarding the review work performed by the
Statutory Auditors on the interim condensed financial statements of ADMIE Holding S.A.
23/10/2025
Item 1: Presentation of the Internal Audit Unit Activity Report for Q3 2025
Item 2: Discussion on the need for simultaneous evaluation of the Internal Control
System and the Corporate Governance System with reference date 31/12/2025
10/12/2025
Item 1: Briefing to the Audit Committee on matters of the Regulatory Compliance Unit
and the Risk Management Unit for the period 111/2025
Item 2: Evaluation of offers from external assessors for the simultaneous assessment of
the Internal Control System and the Corporate Governance System, pursuant to BoD
Decision No. 141/31.10.2025
B. Selection Process of Statutory Auditors
The Audit Committee, within the scope of its responsibilities and duties as defined by the relevant legislationand in
particular Article 44(3)(f) of Law 4449/2017and its Operating Regulation, convened on 27/5/2025 and 31/5/2025 in
order to decide on all necessary actions regarding the management of the selection process of the Statutory Auditors of
ADMIE Holding S.A. for the 2025 financial year.
The members of the Committee, based on Article 17 “Duration of the audit engagement” of Regulation (EU) 537/2014
and taking into account the successful cooperation between the Company and the Statutory Auditors who performed
the financial and nonfinancial audits for the 2024 financial year, concluded that there was no reason to change Statutory
Auditors for the 2025 financial year.
In this context, the Committee informed SOL CROWE and requested the submission of a technical and financial
proposal for the statutory audit of the 2025 financial year, the review of the interim financial statements, and the
issuance of a tax compliance report.
The Committee evaluated the proposal received from SOL CROWE and, after confirming its independence, unanimously
decided to recommend SOL CROWE for the statutory audit of the 2025 financial year, the review of the interim financial
statements, and the issuance of the tax compliance report. For the above audit work, SOL CROWE proposed the
following Statutory Auditors:
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Athina Katsimiha, SOEL Reg. No. 33101 Regular Auditor
Athina Keramitsi, SOEL Reg. No. 29421 Regular Auditor
Eva Angelidi, SOEL Reg. No. 15331 Alternate Auditor
Despina Chalepa, SOEL Reg. No. 24341 Alternate Auditor
C. Evaluation of the Internal Control System
The Audit Committee, within the scope of its responsibilities and duties, closely monitored the work performed by the
Company’s Internal Audit, Regulatory Compliance and Risk Management Units during 2025. The Committee maintained
excellent cooperation with the heads of these Units and included 13 agenda items relating to discussions and briefings
on internal audit, regulatory compliance and risk management matters.
Taking into account:
a) the overall work of the Units and their contribution to the internal organization and operation of the Company,
b) the Company’s needs regarding its regulatory obligations and risk assessment, and
c) the level of assurance received regarding the identification and mitigation of risks,
the Committee considers that the Company’s Internal Control System is adequately designed and operates effectively to
support the achievement of the Company’s strategic and operational objectives.
The Head of the Internal Audit Unit, in her Annual Report for 2025 submitted to the Audit Committee, stated the following
regarding the Internal Control System:
The Internal Audit Unit collaborated effectively with both the Regulatory Compliance Unit and the Risk Management Unit
during 2025.
Taking into account:
the results of the assurance engagements conducted during 2025,
the reports of the first line (2025 Financial Performance Report prepared by the Finance Department and the CEO) and
the second line of defence (Compliance and Risk Management Units),
the results of the Independent Evaluation of the Corporate Governance System with reference date 31/12/2024, as
reflected in the limited assurance report issued by SOL CROWE,
the Internal Audit Unit concludes that the Company’s Internal Control System operates at a satisfactory level.
In compliance with the obligations arising from the applicable Regulatory Framework (Article 14(3)(i) and Article 14(4) of
Law 4706/2020 and Decision 1/891/30.09.2020 of the Hellenic Capital Market Commission), the Company’s Board of
Directors (BoD Minutes No. 144/19.12.2025), following the recommendation of the Audit Committee, assigned the
evaluation of the adequacy and effectiveness of the Internal Control System (ICS) to KPMG Certified Auditors S.A. The
evaluation covered the period from 1 January 2023 to 31 December 2025, with reference date 31 December 2025.
KPMG concluded that, based on the work performed and the evidence obtained regarding the evaluation of the adequacy
and effectiveness of the Company’s ICS for the period 01/01/202331/12/2025, with reference date 31 December 2025,
nothing has come to its attention that would indicate any material weakness in the Company’s ICS in accordance with
the Regulatory Framework.
The Audit Committee duly informed the Board of Directors, and the summary Evaluation Report was submitted within
the required deadline, on 31/03/2026, to the Hellenic Capital Market Commission as a regulatory obligation.
D. Audit of the financial statements
Regarding the audit of the Annual Financial Statements, the Audit Committee acted within the scope of its responsibilities
in accordance with its Operating Regulation and, in particular, paragraphs 1.1 and 1.2 of this Report.
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Specifically, the Audit Committee notes that the frequency of its communication with the Statutory Auditors of SOL Crowe
was based on the requirements of the audit of the 2025 corporate financial statements and the Committee’s need for
updates.
During 2025, the Audit Committee met five times with the Statutory Auditors of SOL Crowe in the context of the audit of
the Company’s financial statements.
According to the draft Supplementary Report of the Statutory Auditors, the following applies:
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
As of 31/12/2025, the carrying amount of the investment
in IPTO S.A., which is accounted for using the equity
method, amounts to €782.802 thousand in the statement
of financial position and represents 97,91% of the
Company’s total assets.
The Company’s Management evaluates the investment in
IPTO S.A., in which it holds a 51% interest, as a “jointly
controlled entity” under IFRS 11 and measures this
investment using the equity method, in accordance with
IAS 28 and IFRS 11.
The equity method requires that the investment be
initially recognized at cost and subsequently adjusted to
reflect the investor’s share of changes in the investee’s
net assets after acquisition. The investor’s results include
its share of the investee’s profit or loss, and the investor’s
total comprehensive income includes its share of the
investee’s total comprehensive income.
The investment is reduced by dividends received from the
investee as well as by any impairment losses, which are
recognized when there are indications that the
investment may be impaired.
This area was assessed as a key audit matter due to the
size of the investment relative to the Company’s financial
statements as a whole and the magnitude of the income
arising from the Company’s share in the results of the
jointly controlled entity.
Information regarding the Company’s accounting policies
and significant judgments relating to the investment in
the jointly controlled entity is provided in Notes 2.4, 2.5
and 4 of the financial statements.
The audit procedures we performed, among others, were
as follows:
We examined 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, in accordance with the guidance of
IFRS 11 and IAS 28.
Based on the audited consolidated financial
statements of IPTO S.A. for the year ended
31/12/2025, we recalculated the Company’s share in
the profit of the jointly controlled entity amounting
to €63.700 thousand, which was recognized in the
statement of profit or loss, as well as the amount of
€387 thousand recognized in other comprehensive
income for the year ended 31/12/2025.
We evaluated Management’s assessment regarding
the identification of any indicators of impairment.
We assessed the adequacy and appropriateness of
the disclosures in Notes 2.4, 2.5 and 4 of the financial
statements.
The Statutory Auditors of SOL Crowe, in the context of their audit and based on the audit evidence obtained, informed
us that:
They did not identify any material change, compared with the previous year, in the accounting principles and policies,
the basis of consolidation, or the valuation (measurement) methods used for the assets and liabilities of the financial
statements. Specifically, all assets and liabilities have been measured at cost less any impairment, except for the fixed
assets (land and buildings) of IPTO S.A., which are revalued to fair value at regular intervals.
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They did not identify significant weaknesses in the internal control procedures during the audit, other than those assessed
as non-material and reported in the Supplementary Report to the Audit Committee. They examined the appropriateness
of Management’s use of the going-concern basis of accounting, and no matters requiring reporting arose.
They treated the related entity, IPTO S.A. Group, as a Component in accordance with ISA 600 and issued audit instructions
to the component auditor accordingly. They assessed the existence of risks of material misstatement in the financial
statements, whether due to fraud or error, and designed and performed audit procedures responsive to those risks,
obtaining sufficient and appropriate audit evidence to provide a basis for their opinion.
The matter of restating the comparative figures of the interim Condensed Statement of Changes in Equity for the period
1/1/202630/6/2026 was discussed, which will be included in the interim condensed financial statements in accordance
with IAS 34 when issued.
Based on the knowledge obtained during their audit regarding the Company and its environment, they did not identify
material misstatements relating to legal and regulatory requirements. The Statutory Auditors of SOL Crowe also declared
that they are independent from the Company, in accordance with the Code of Ethics for Professional Accountants of the
International Federation of Accountants (Regulatory Act ELTE 004/2017, Government Gazette B’ 3916/07.11.2017), as
well as the relevant provisions of Directive 2014/56/EU, Regulation (EU) 537/2014 of the European Parliament and of the
Council, and Law 4449/2017.
We discussed with the Statutory Auditors of SOL Crowe the Company’s compliance with the requirements, obligations
and guidelines of the regulatory framework governing audits of companies listed on the Athens Stock Exchange, for which
the restrictions of Article 12 of Law 3148/2003 and those arising from Regulation (EU) 537/2014 apply. The same
restrictions of Regulation (EU) 537/2014 also apply to audits of other public-interest entities. For other entities that do
not fall within this category, the incompatibilities of Article 15 of Presidential Decree 226/1992 and the general
independence restrictions previously set out in Article 20 of Law 3693/2008, now Articles 21 et seq. of Law 4449/2017,
apply. From the discussion held, no incompatibilities or independence issues were identified regarding the auditors of
SOL Crowe.
E. Description of sustainable development policy
The Company, in its Strategic Plan 20252027, states that its primary objective is the continuous improvement of its
operational performance and efficiency, so as to fulfil its mission in the best possible way. Its strategic focus is
summarized into four key pillars:
Safeguarding the Company’s assets, ensuring their optimal performance and development, and maximizing value for its
shareholders.
Strengthening investor relations and expanding the shareholder base through the attraction of longterm investment
capital.
Operational upgrading and efficiency, through the modernization of relevant processes and the enhancement of the
security of the Company’s infrastructure.
Improvement of the Company’s services, through the enhancement of employees’ knowledge, capabilities and skills.
One of the main challenges for the Company’s operating environment is adaptability to modern requirements, with the
following key factors:
Implementation of best practices promoting a culture of integrity, good governance and sustainable development
Adoption of policies, procedures and tools to address potential cybersecurity threats

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Specialization and development of human capital
Expansion of collaborations for the exchange of experience, knowhow and best practices
According to the Strategic Plan, a key priority for the Company is the development of an ESG strategy and alignment with
international practices, through the provision of knowledge in areas such as sustainable development, health and safety,
technological and organizational competencies, as well as the development of creative thinking and innovation.
The Company aims, always in compliance with the applicable legal and regulatory framework, to complete a Sustainable
Development Strategy ESG Reporting, and to further implement its Sustainable Development ESG Strategy within the
deadlines set by legislation.
F. Audit Committee Self-Assessment
The Audit Committee, within the framework of the selfassessment process of the Board of Directors and its Committees,
carried out a selfevaluation of its work and operation for 2025 through a structured and targeted questionnaire prepared
with the support of an independent external evaluator. Each member performed both an individual and collective
assessment of the Committee.
The results of the assessment indicate that the Audit Committee “Performs in line with requirements” according to the
criteria set for the selfassessment areas.
G. Evaluation of the Corporate Governance System
The Company’s Board of Directors, by virtue of its Meeting Minutes No. 144/19.12.2025 and in accordance with the
obligations set out in Article 4(1) of Law 4706/2020, unanimously decidedfollowing a recommendation by the Audit
Committeeto assign the evaluation of the implementation and effectiveness of the Corporate Governance System to
an independent evaluator, specifically KPMG Certified Auditors S.A.
The engagement was carried out during the first quarter of 2026, following the mandate of the Board of Directors, in
accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), “Assurance Engagements
Other than Audits or Reviews of Historical Financial Information.”
As part of this engagement, limited assurance procedures were applied, and a limited assurance report was issued in
accordance with the template and guidelines approved and recommended by the Supervisory Board of SOEL.
4. Conclusions
After examining and evaluating: (a) the significant issues and risks that could have affected the Company’s financial
statements and the financial reporting process, (b) the adequacy and effectiveness of all Company policies, procedures
and safeguards relating to the internal control system and the assessment, quality assurance and risk management
processes associated with financial reporting, (c) the conclusion of the external evaluator regarding the effectiveness of
the Company’s Internal Control System, (d) the conclusion of the evaluation of the Company’s Corporate Governance
System, and (e) any other matter relating to the Company’s internal organization and operation, the Audit Committee
considers that the operational needs of the Company are fully met and that its interests are safeguarded, particularly
with respect to the monitoring of the financial reporting process and the effectiveness of the operation of its internal
control system.
06/04/2026
Chairman of the Audit Committee
CHARALAMPOS XYDIS
MEMBERS
VASILEIOS MIKAS KONSTANTINOS DRIVAS

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ANNUAL REPORT 2025
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".
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 independent non-executive members of the Board of Directors,
with a term of office until 19/12/2026, following the term of office of the Board of Directors that appointed it.
The actions of the Committee during the year 2025 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, 23/03/2026
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 Nomination Committee operates as a single committee of the Board of Directors, consisting of
three independent non-executive members of the Board. The current members of the Committee, as appointed at the
Board of Directors Meeting No. 102 dated 20/12/2023, 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 2025, the members and their participation in the meetings of the Committee were as follows:
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
15
15/15
100%
Vassilios Mikas, Committee Member and
independent non-executive member of the Board
15
15/15
100%
Konstantinos Drivas, Committee Member and
independent non-executive member of the Board
15
15/15
100%

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In this context, the Committee met fifteen (15) times within 2025, 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
22/1/2025
16
Subject: Kick-off meeting for the advisory services project facilitating the
conduct of the self-assessment of the Board of Directors, its Committees and
Board Members.
4/2/2025
17
Subject: Meeting for the implementation of the advisory services project
facilitating the conduct of the Annual Evaluation of the Board of Directors, its
Committees and Board Members.
19/3/2025
18
Subject: Discussion with the Compliance Officer regarding the annual
obligations of the Remuneration and Nomination Committee, taking into
account recent amendments to the Policies.
23/3/2025
19
Subject: Meeting to review the progress of the advisory services project
facilitating the conduct of the Annual Evaluation of the Board of Directors, its
Committees and Board Members.
27/3/2025
20
Subject: Meeting to review the progress of the Annual Evaluation of the Board
of Directors, its Committees and Board Members.
5/4/2025
21
Subject: Completion of the 2024 Annual Evaluation of Board Members and
Committees by the Remuneration and Nomination Committee.
11/4/2025
22
Subject: Preparation and approval of the Annual Activity Report of the
Remuneration and Nomination Committee.
13/4/2025
23
Subject: Preparation and review of the 2024 Annual Remuneration Report of
the Board of Directors of ADMIE Holding.
28/4/2025
24
Subject: Board of Directors’ Remuneration Report for submission to the Board
for inclusion in the Corporate Governance Statement of the 2024 Annual
Financial Report.
15/5/2025
25
Subject : Review of the need to update the Remuneration Policy.
27/5/2025
26
Subject: Amendment of the Remuneration Policy.
3/6/2025
27
Subject 1: Deloitte Deliverables Suitability Policy.
Subject 2: Deloitte Deliverables & Training Needs of Board Members.
Subject 3: Clarification regarding the Competence of the Remuneration and
Nomination Committee.
10/7/2025
28
Subject 1: Discussion on the Succession Plan for Board Members and the Chief
Executive Officer.
Subject 2: Recruitment and Evaluation Process for Executives.
8/9/2025
29
Subject: Review of the draft CEO Service Agreement & proposal for
authorisation of the Vice-Chair to sign the agreement.
30/9/2025
30
Subject 1: Finalisation of the Succession Plan for Board Members and the Chief
Executive Officer for submission to the Company’s Board of Directors for
approval.
Subject 2: Preparation of the Board Members’ Training Plan for 20252026.
4.Detailed Report of Committee 2025
In 2025, the Remuneration and Nomination Committee dealt with matters falling within its remit, as defined by the
legislative and regulatory framework governing the Company. Specifically:

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4.1. Remuneration Framework for Senior Members of the Board of Directors and Executive Management
Remuneration Policy
In the context of its responsibilities to inform and support the Board of Directors with specialised and independent advice
regarding the design, revision, review and implementation of the Remuneration Policysubmitted for approval to the
General Meeting of the Company’s Shareholders pursuant to Article 110(2) of Law 4548/2018the Committee met twice
during the 2025 financial year in order to examine the need to update the Company’s Remuneration Policy (Minutes
RNC25/15.5.2025), to prepare a recommendation for the amendment of the Remuneration Policy as approved by the
AGM of 03.07.2024 (Minutes RNC26/27.5.2025), as well as to state to Management that remuneration of persons not
covered by the scope of the Remuneration Policy does not fall within its remit.
Specifically, regarding the latter, the Committee convened once (1) to review and provide independent advice on the
design of the Company’s Executive Recruitment and Evaluation Procedure, based on a draft submitted by the Compliance
Unit in cooperation with the Company’s Chief Executive Officer (Minutes RNC28_10/7/2025).
The above resulted in the revision of the Company’s Remuneration Policy, pursuant to the decision of the Annual General
Meeting of Shareholders dated 02/07/2025, which followed the relevant decision of the Company’s Board of Directors
dated 29/05/2025, based on the Committee’s recommendation.
During the 2025 financial year, the Committee was not required, beyond the above, to recommend changes to the
remuneration of persons falling within the scope of the Remuneration Policy, in accordance with Article 110 of Law
4548/2018.
4.2. Remuneration Report
In the context of its responsibilities, as described in its Terms of Reference, the Committee met twice during 2025 in
relation to the 2024 Remuneration Report under Article 112 of Law 4548/2018, in order to review the draft submitted by
the Company’s Finance Department (Minutes RNC23/13.4.2025) and to provide comments and improvement
suggestions, as well as to review the final text of the 2024 Remuneration Report (Minutes RNC24/28.4.2025), following
receipt of assurance on its accuracy and completeness from the Company’s Statutory Auditors (Minutes
RNC24/28.4.2025).
Having confirmed that all information required by law was duly reflected in the Report, the Committee unanimously
recommended its submission to the Board of Directors for approval and inclusion in the 2024 Annual Financial Report, as
well as its submission to the 2025 Annual General Meeting of Shareholders, in accordance with Article 112 of Law
4548/2018.
At the time of preparing the present report, the Committee is engaged in the same review process for the 2025
Remuneration Report, which will be completed prior to the publication of the 2025 Financial Statements.
4.3. Board of Directors and Committees Evaluation Process, including the Chair and the Chief Executive Officer
During the first quarter of 2025, the Remuneration and Nomination Committee carried out the Annual Evaluation of the
Board of Directors and its Committees, both individually and collectively, including the Chair and the Chief Executive
Officer, in accordance with the Company’s Suitability Policy. For the 2024 financial year, the evaluation process was
facilitated by an external advisor, specifically Deloitte, which provided expertise and support through detailed
questionnaires administered via an electronic platform.
The Chair of the Board presided over the 2024 evaluation process; however, the Board did not complete the assessment
of the Chair’s performance due to her resignation effective 01/04/2025. The Committee met six (6) times during this
process to coordinate all required actions, ensure adherence to timelines, receive the necessary documentation and
questionnaire results, and approve the deliverables submitted by the external advisor.
The evaluation results were submitted to and discussed by the Board of Directors. It is clarified that the process was
completed prior to the publication of the 2024 financial statements. Among other findings, it was confirmed that the
independent members met the independence criteria of Article 9(1) of Law 4706/2020, and that no circumstances were
identified that would compromise the independence of any independent non-executive member. Consequently, the

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Board unanimously concluded that, both individually and collectively, it possesses the appropriate qualifications, size and
composition aligned with the Company’s business model and strategy.
This conclusion is included in the 2024 Annual Financial Report.
The Committee reports that, during the first quarter of 2026, the Annual Evaluation process for the 2025 financial year
commenced.
In accordance with the Company’s Suitability Policy (section 6.18), the Committee proposed that the annual evaluation
of Board Members and Committees be supported by an external advisor, particularly for providing an evaluation platform
based on the questionnaires defined in the approved Procedure for Assessing the Suitability and Effectiveness of Board
Members and Committees, ensuring anonymity and encouraging independent judgement by each participating member.
Procedures for receiving and assessing offers from prospective suppliers were carried out in line with the Company’s
approved Procurement and Payments Policy, and the Committee ultimately recommended to the Chief Executive Officer
that the assignment be awarded to Deloitte.
In parallel, the Committee requested the assistance of the Company’s Compliance Unit, specifically the submission of
Compliance Reports regarding the Conflict of Interest Policy, the dependency relationships of Independent Non-Executive
Directors, and the provision of a template Evaluation Report covering all requirements of the legislative and regulatory
framework, including Circular 60/18.09.2020 as amended on 29/04/2025 by the Hellenic Capital Market Commission.
The evaluation process was completed following the submission by the external advisor of the questionnaire results, the
receipt of all required documentation and declarations from each Board member, the Compliance Reports from the
Compliance Unit, and the preparation of the Annual Evaluation Report of Board Members and Committees, individually
and collectively, for the 2025 financial year, including the Chair and the Chief Executive Officer.
Taking all the above into account, it was verified that the Board possesses the appropriate qualifications, size and
composition aligned with the Company’s business model and strategy, that effective cooperation among members is
achieved, and that no need arises for the replacement of any Board or Committee member, subject to the application of
Article 3A, as amended by Law 5178/2025, which requires that the under-represented gender shall account for no less
than twenty-five percent (25%) of the total number of Board members. In the case of fractions, the percentages of
paragraphs 2 and 3 are rounded to the nearest whole number.
It was also confirmed that the existing members of the Audit Committee and the Remuneration and Nomination
Committee meet the suitability criteria adopted by the Company in its current Suitability Policy, particularly the
independence criteria, in accordance with the resolutions of the Extraordinary General Meeting of 20/12/2023, the
Annual General Meeting of 03/07/2024, and Article 9(3) of Law 4706/2020.
Based on the above results, the Committee also prepared a proposed Training Plan for Board Members and Committees
for the 2026 financial year, which will be submitted to the Board for approval and implementation.
4.4. Succession Plan for Board Members and the Chief Executive Officer
During the 2025 financial year, the Committee, within the scope of its responsibilities, also met twice (2) in order to
prepare and recommend to the Board of Directors the approval of a Succession Plan for Board Members and the Chief
Executive Officer. Specifically, it convened to discuss a draft Succession Plan for the Board Members and the Chief
Executive Officer, as prepared with the support of the Company’s Compliance Unit (Minutes RNC28_10/7/2025), and
subsequently to finalise the Succession Plan for Board Members and the Chief Executive Officer for submission to the
Board of Directors for approval (Minutes RNC30_30/09/2025).
The Succession Plan was approved by the Board of Directors on 31/10/2025 following the Committee’s recommendation.
4.5. Training Plan for Board Members
During the 2025 financial year, the Committee, within the scope of its responsibilities, also met twice (2) in order to
discuss in greater detail the Deloitte Deliverables and the Training Needs of Board Members (Minutes RNC27_3/6/2025),

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as well as to prepare and recommend the Board Members’ Training Plan for the period 20252026 (Minutes
RNC30_30/9/2025).
The Board Members’ Training Plan was approved and implemented by the Board of Directors and its Committees during
the 2025 financial year, while the training activities for 2026 are currently in progress.
4.6 Suitability Policy
During the 2025 financial year, the Committee, within the scope of its responsibilities, met once (1) to discuss the
Company’s Suitability Policy, taking into account changes in the legislative and regulatory framework, and in particular
Law 5178/2025 (Government Gazette A’ 22/14-02-2025) on the balanced representation of genders on the Board of
Directors, as well as the amended Circular 60/18.09.2020 as revised on 29/04/2025 by the Hellenic Capital Market
Commission.
During this meeting, the clarifications provided by the Company’s Compliance Unit were taken into consideration, and
the Committee unanimously decided to re-examine the matter during the 2026 financial year, as the above changes will
affect the Company from 30/06/2026 onwards.
4.7 Contracts of Executive Board Members
In the context of its responsibilities, and further to the matter “G1. Contracts of Executive Board Members” as recorded
in Minutes RNC07_06.03.2024, and taking into consideration best practices of sound Corporate Governance, the
Committee met once (1) during the 2025 financial year to review the draft Contract of the Chief Executive Officer and
the proposal for authorising the Vice-Chair of the Board to sign the Chief Executive Officer’s contract on behalf of the
Company (Minutes RNC29_08/09/2025).
4.8 Activity Report
The Remuneration and Nomination Committee approved the present Activity Report of the Committee for the year 2025
at its meeting No. 37_23/03/2026.

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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 01/01/2025 - 31/12/2025
TO THE ANNUAL ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY 2026
Dear Shareholders,
We hereby present to you, in accordance with Article 112 of Law 4548/2018, the Remuneration Report regarding the
total remuneration governed by the Remuneration Policy of Article 110 of Law 4548/2018, of the Company under the
distinctive title ADMIE HOLDING S.A. (hereinafter the “Company”) for the financial year from 01/01/2025 to
31/12/2025.
The Company has established a Remuneration Policy (hereinafter the “Policy”) in accordance with the provisions of
Articles 110 and 111 of Law 4548/2018. The Remuneration Policy was approved by the decision of the Company’s Board
of Directors dated 20/07/2023 and subsequently by the decision of the Annual General Meeting of the Company’s
shareholders dated 25/07/2023, and entered into force upon the expiry of the previous remuneration policy, i.e. on
04/07/2023, with a duration until 31/08/2026, following its approval by the General Meeting pursuant to Article 110
paragraph 2 of Law 4548/2018. Subsequently, the Policy was revised by virtue of a decision of the Annual General
Meeting of the Company’s shareholders dated 03/07/2024, which was adopted following the relevant decision of the
Company’s Board of Directors with retroactive effect from 01/01/2024. Thereafter, the Policy was revised once again by
virtue of a decision of the Annual General Meeting of the Company’s shareholders dated 02/07/2025, which was adopted
following the relevant decision of the Company’s Board of Directors dated 29/05/2025 with retroactive effect from
01/04/2025. The validity of the Remuneration Policy extends until 31/08/2026, unless it is revised and/or amended earlier
by virtue of another decision of the General Meeting.
The Remuneration Policy applies to the members of the Board of Directors and to the Senior Executives of the Company.
In particular, the Remuneration Policy applies to the members of the Board of Directors, including the Chairman of the
Board, the Vice-Chairman and the Chief Executive Officer, as well as the Head of the Internal Audit Unit, in accordance
with the terms and conditions described in detail therein. The Policy aims, on the one hand, to promote transparency
and proportionality in their remuneration, ensuring fair and reasonable compensation in line with their position,
responsibilities and duties, and on the other hand, to implement the principles of sound corporate governance in order
to safeguard their ability to perform their duties for the benefit of the Company and its shareholders.
For the purposes of the Policy, remuneration means any form of compensation or benefit received by the aforementioned
persons, directly from the Company or indirectly through affiliated undertakings, in consideration for the professional
services they provide under an employment or non-employment relationship, such as salaries, voluntary pension
benefits, variable remuneration or benefits linked to performance or contractual terms, guaranteed variable
remuneration, and payments related to early termination of a contract.
The Company pays fixed remuneration and benefits. At this stage, the Company does not pay variable remuneration.
Fixed remuneration: constitutes the guaranteed income received by the persons covered by the Policy and is determined
based on the job position, the corresponding responsibilities and duties, as well as the experience required for the
performance of their tasks, and is not linked to their performance.
Benefits: include those provided to enhance the Company’s competitiveness in attracting and retaining executives
(indicatively: use of mobile phone, credit card and company car, life insurance, medical coverage, pension plan,
participation in specialized training programs). These benefits are not performance-related and are not linked to
incentives for risk-taking.
Additionally, members of the Board of Directors are entitled to reimbursement of travel, accommodation and other
reasonable expenses incurred in order to attend meetings of the Board of Directors or to return from them, provided
that their residence is located outside the Regional Unit where the Company’s registered office is situated, or provided
that such expenses are incurred in any other manner in connection with the Company’s business. The above expenses
are reviewed and approved in accordance with the relevant procedure determined by the Board of Directors.
The structure of the remuneration of the persons covered by the Policy is as follows:

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Non-Executive Members of the Board of Directors
The remuneration paid to the non-executive members of the Board of Directors (whether independent or not) is
presented in summary form 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
-
-
-
Senior Independent
Non-Executive
Member
-
-
Independent Non-
Executive member
BoD
-
-
-
Committee Chairman
-
Committee Member
-
-
Chairman of the Board of Directors: The fixed remuneration refers to 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 meeting of the Board of
Directors, as well as benefits in accordance with Annex 1 of the Remuneration Policy.
Vice-Chairman of the Board of Directors / Senior Independent Non-Executive Member of the Board of Directors: The
fixed remuneration refers to an annual amount received by the Vice-Chairman of the Board of Directors, as well as by the
Senior Independent Non-Executive Member of the Board of Directors, for the performance of their role. In addition, they
receive an amount per meeting of the Board of Directors and its Committees. The Vice-Chairman of the Board of Directors
also receives benefits in accordance with the Annex.
Non-Executive Member of the Board of Directors (not participating in any Board Committee): The non-executive
member of the Board of Directors receives an amount per meeting of the Board of Directors.
Chair of a Committee (also a Board Member): The fixed remuneration refers to an annual amount received by the Chair
of a Board Committee (Audit Committee, Remuneration & Nominations Committee) for the performance of his/her role.
The amount differs between the two Committees. In addition, the Committee Chair receives an amount per meeting of
the Board of Directors and per Committee meeting.
Committee Member (also a Board Member): The member of a Board Committee (Audit Committee, Remuneration &
Nominations Committee) receives an amount per Committee meeting and an additional amount per Board meeting.
The remuneration of the Non-Executive Members is subject to the deductions provided for under the applicable tax and
social security legislation.
Executive Members of the Board of Directors The remuneration and benefits paid to the executive members of the
Board of Directors are presented in summary form in the table below, with further details provided in the Annex to the
Remuneration Policy. It is noted that during the current period, the Chief Executive Officer is the only executive member
of the Board of Directors.

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Chief Executive Officer: The fixed remuneration refers to an annual amount received by the Chief Executive Officer for
the performance of his role through payroll. In addition, he receives an amount per meeting of the Board of Directors, as
well as benefits in accordance with the Annex of the Remuneration Policy.
The remuneration of the executive members of the Board of Directors of the Company is linked to the size of the
Company, the complexity of its activities, the scope of their responsibilities, their degree of accountability, the corporate
strategy, the Company’s objectives and the achievement thereof, with the ultimate aim of creating long-term value for
the Company. The Company may pay additional remuneration beyond the fixed remuneration to the executive members
of the Board of Directors, which is approved by the General Meeting in accordance with Articles 99101 of Law
4548/2018.
Senior Executives of the Company The remuneration and benefits paid to the Senior Executives of the Company are
presented in summary form in the table below.
Capacity
Fixed Remuneration
Benefits
Senior Executive
DETERMINATION OF SIGNIFICANT REMUNERATION FOR INDEPENDENT NONEXECUTIVE BOARD MEMBERS
In accordance with the provisions of paragraph 1 and paragraph 2(a) of Article 9 of Law 4706/2020 on corporate
governance, in order for a non-executive member of the Board of Directors to be classified as independent, such member
must, both at the time of appointment and throughout the duration of their term, not hold directly or indirectly a
percentage of voting rights exceeding zero point five percent (0.5%) of the Company’s share capital and, at the same
time, must be free from financial, business, family or any other ties of dependence, including the receipt of any significant
remuneration from the Company or from a company affiliated with it.
Specifically, pursuant to point (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.
For the definition of significant remuneration, the Company takes into consideration, by analogy, the definition of a
significant subsidiary as set out in paragraph 16 of Article 2 of Law 4706/2020 and accepts that significant remuneration
is that which affects or may materially affect the financial position, performance, business activity or overall economic
interests of the Company.
Significant remuneration or benefit concerns both the individual receiving it and the Company; therefore, the existence
of a relationship of dependence between the individual and the Company is assessed bidirectionally. In this context, for
individuals, significant remuneration is assessed on a case-by-case basis, taking into account criteria such as the frequency
and amount of the remuneration, the size, internal structure, organisation and complexity of the Company’s activities,
the skills, knowledge and experience of the member, and the member’s financial situation. Remuneration granted on an
ad hoc or occasional basis, or remuneration that is fixed but either not exclusive or small in relation to the overall financial
situation of the individual receiving it, is generally considered not to create a relationship of dependence and therefore
does not compromise independence of judgment.
During the financial year 2025, no additional remuneration was paid to Independent Non-Executive Members 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
-
Executive Member of the Board
of Directors
-
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I. Total remuneration of the members of the Board of Directors and the Senior Executives for the financial year 2025.
A table is presented below, which includes a comprehensive overview of the total gross remuneration governed by the Policy and relating to the financial year 2025.
Amounts in euros
NAME
ROLE
NUMBER OF PERFORMANCES
BOARD
MEETINGS FEES
EU MEETING
FEES
CRN MEETING
FEES
Fixed
Remuneration
Benefits up to 20%
of fixed
remuneration
TOTAL
ΔΣ
ΕΕ
ΕΑΥ
GIOVANI CHRISTINA
CHAIRMAN OF THE BOARD / NON-EXECUTIVE MEMBER
4
2.400,00
16.250,00
2.774,13
21.424,13
ACHTYPI NIKI
VICE CHAIRMAN OF THE BOARD / NON-EXECUTIVE
MEMBER
20
15.200,00
40.000,00
7.893,34
63.093,34
KARAMPELAS IOANNIS*
CHAIR OF THE BOARD / EXECUTIVE BOARD MEMBER
(FROM 01/04/2025 TO 31/12/2025)
9.000,00
1.052,00
10.052,00
CHIEF EXECUTIVE OFFICER / EXECUTIVE BOARD
MEMBER (FROM 01/01/2025 TO 31/12/2025)
20
15.200,00
73.000,00
13.311,54
101.511,54
MIKAS VASILIOS
INDEPENDENT NON-EXECUTIVE MEMBER
20
20
15
15.200,00
9.800,00
6.750,00
31.750,00
DRIVAS KONSTANTINOS
INDEPENDENT NON-EXECUTIVE MEMBER
20
20
15
15.200,00
9.800,00
6.750,00
31.750,00
ANGELOPOULOS
KONSTANTINOS
SENIOR INDEPENDENT NON-EXECUTIVE BOARD
MEMBER AND CHAIR OF THE RNC
20
15
15.200,00
5.000,00
12.250,00**
32.450,00
XYDIS CHARALAMBOS
INDEPENDENT NONEXECUTIVE BOARD MEMBER AND
CHAIR OF THE AUDIT COMMITTEE
20
20
15.200,00
8.000,00
17.500,00**
40.700,00
EXECUTIVE REMUNERATION
INTERNAL AUDIT DEPARTMENT
50.566,07
50.566,07
TOTAL
93.600,00
27.600,00
18.500,00
218.566,07
25.031,01
383.297,08
*Mr. Karampelas, as of 01/04/2025, was elected Chairman and Chief Executive Officer of the Company. According to the applicable Remuneration Policy, and specifically the provisions of Annex 1, it is stipulated that
“if the same person holds both the position of Chairman and the position of Chief Executive Officer of the Company, an additional amount of €1,000.00 per month shall be added to the remuneration of the Chief
Executive Officer.”
**It is noted that for the two Chairpersons of the Committees, the provisions of the Remuneration Policy regarding Fixed Remuneration are as follows:
NAME
ROLE
Remuneration Policy TGS 03.07.2024
(From 01/01/2025 to 31/03/2025)
Remuneration Policy TGS 02.07.2025
(From 01/04/2025 to 31/12/2025)
ANGELOPOULOS KONSTANTINOS
Senior Independent Non-Executive Board Member and Chair of the RNC
10.000,00
13.000,00
XYDIS CHARALAMBOS
Independent NonExecutive Board Member and Chair of the Audit Committee
25.000,00
15.000,00
There are no variable (performance-based) remunerations for the members of the Board of Directors and the Senior Management.
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II. Annual change in the remuneration of the members of the Board of Directors and in the gross remuneration
of personnel.
A table is presented below, which includes the annual change in the remuneration of the members of the Board of
Directors, indicators and figures relating to the Company’s performance and financial position, as well as the change in
the average annual gross remuneration of the Company’s full-time employees for the years from 2017 up to and including
the current financial year, taking into account that the Company was established on 01/02/2017.
The financial data of the Company included herein are based on the published financial statements of the respective
financial years, as audited by the Company’s statutory auditors.
Gross salary
Change
(2021 / 2020)
Change
(2022 / 2021)
Change
(2023 / 2022)
Change
(2024 / 2023)
Change
(2025 / 2024)
Total remuneration of BoD members
141,22%
7,41%
14,14%
60,91%
-9,22%
Average gross remuneration of employees
-9,33%
39,75%
17,04%
4,43%
7,08%
Financial dara
Change
(2021 / 2020)
Change
(2022 /
2021)
Change
(2023 / 2022)
Change
(2024 / 2023)
Change
(2025 /
2024)
Revenue
-18,3%
-16,1%
110,0%
21,4%
-15,9%
Profit after tax
-19,0%
-16,8%
111,9%
21,7%
-15,9%
Income from dividend
-18,2%
-19,4%
-13,1%
100,1%
24,9%
III. Additional remuneration from IPTO S.A.
NAME
ROLE
Board Meeting Fees
TOTAL
KARAMPELAS IOANNIS
Member of the Board of
Directors of IPTO S.A.
20.000
20.000
Amounts in euros
IV. Number of shares and share options granted or offered to the members of the Board of Directors.
No shares or share options have been granted to any member of the Board of Directors up to 31/12/2025.
V. Any share options exercised by the Board of Directors under the Company’s share allocation schemes.
No shares or share options have been granted to any member of the Board of Directors up to 31/12/2025.
VI. Information on the use of the possibility of clawback of variable remuneration.
No such case exists.
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 2 July 2025 (for the
period from 01/04/2025 to 31/12/2025) and the Remuneration Policy as approved by the General Meeting of
03/07/2024 (for the period from 01/01/2025 to 31/03/2025).
Athens, 30/03/2026
For the Board of Directors
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 01/01/2024 and subsequently, pursuant
to the Ordinary General Meeting of Shareholders held on 2/7/2025, it was updated with retroactive effect from 1/4/2025
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64
and with a duration 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 2025, 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'.
VII 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
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65
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.
VIII Diversity Policy for the Composition of the Board of Directors and Senior Management
The Company recognizes the importance of diversity in the composition of the Board of Directors, as well as in senior
management positions, as a factor that enhances effectiveness, decisionmaking quality, and sustainable development.
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.
In compliance with Article 3 of Law 4706/2020, as in force, the Company ensures adequate gender representation on the
Board of Directors, which shall not fall below the minimum percentage required by law (25% per gender). 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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IX SUSTAINABLE DEVELOPMENT AND NON-FINANCIAL INFORMATION POLICY
The Company incorporates its Sustainable Development Policy within its Internal Operating Regulation on a voluntary
basis, as it is not obliged to do so (it does not meet the criteria set out in Annex A of Law 4308/2014). Nevertheless,
Sustainable Development is fully integrated into its strategy, as well as into the strategy of its related company IPTO S.A.,
based on the commitment to the continuous improvement of performance relating to environmental matters,
occupational health and safety, people development, and the support of local communities.
See section 7 of the Management Report of the Board of Directors.
Athens, 07 April 2026
For the Board of Directors
The Chairman and Chief Executive Officer
Ioannis Karampelas
Vice Chairman
Achtypi Niki
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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 2025, 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 2025, 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 AccountantsCode 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 matter, provide the basis for our opinion on the
accompanying financial statements.
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Key Audit Matter
Addressing the audit matter
Accounting and valuation of the investment in a jointly controlled company
At 31/12/2025 the carrying amount of the investment in
ADMIE S.A., which is accounted for using the equity
method, is € 782.802 thousand in the statement of financial
position and constitutes 97,91% 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
31/12/2025, we recalculated the Company's share in
the profits of the jointly controlled company amount
63.700 thousand, which was recognized in the
statement of income and amount € 387 thousand
that was recognized in other comprehensive income
for the year that ended on 31/12/2025.
- 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.
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.
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
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\ADMIE HOLDING S.A.
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.
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 31.12.2025.
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.
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\ADMIE HOLDING S.A.
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 2025 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 02/07/2025 and for the closing year, which is the second
year audited by us
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 2025, in
XHTML format (213800CO5OAZT7F4F862-2025-12-31-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 2025, 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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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 2025, in XHTML file format (213800CO5OAZT7F4F862-2025-12-31-en.xhtml), have been
prepared, in all material respects, in accordance with the Applicable Criteria.
Athens, 7 April 2026
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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74
ADMIE HOLDING S.A.
Financial Statements
According to the International Financial Reporting Standards
For the period from 1st January to 31st December 2025
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75
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
76
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR PERIOD 01/01/2025 31/12/2025
(Amounts in thousand Euro)
Note
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Revenue:
Share of profits in investments accounted using the equity method
4
63.700
75.702
Other revenue
1
Total revenue
63.700
75.703
minus: Operating expenses:
Payroll cost
5
441
476
Depreciation
6
32
21
Third party benefits
7
70
52
Third party fees
8
485
356
Tax-duties
10
5
5
Other expenses
9
301
204
Total operating expenses
1.334
1.114
Profit before interest and tax
62.366
74.589
Financial expenses
11
(4)
(4)
Financial revenue
11
975
610
Profit before tax
63.337
75.195
Income tax
21
(196)
(119)
Net profit for the period
63.141
75.076
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
387
863
Other comprehensive income after tax
387
863
Total comprehensive income for the year distributed to the
shareholders of the Company
63.528
75.939
Earnings after tax per share distributed to the shareholders of the
Company (€ per share)
22
0,272
0,324
The notes on pages 80 to 108 form an integral part of the Company's Financial Statements.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
77
STATEMENT OF FINANCIAL POSITION ON 31/12/2025
(Amounts in thousand Euro)
Notes
31/12/2025
31/12/2024
ASSETS
Non-current assets:
Tangible assets
12.1
7
10
Right of use asset
12.2
69
44
Intangible assets
12.3
26
-
Investments accounted using the equity method
4
782.802
745.937
Total non-current assets
782.904
745.991
Current assets:
Other receivables
13
1.064
841
Cash and cash equivalents
14
15.578
21.050
Total current assets
16.642
21.891
Total assets
799.546
767.880
EQUITY AND LIABILITIES
Equity:
Share capital
15
491.840
491.840
Own shares
15
(439)
(439)
Legal reserve
16
9.051
7.202
Other reserves
16
(17.821)
(18.209)
Retained earnings
316.399
287.215
Total equity
799.030
767.609
Non-current liabilities:
Long-term lease liabilities
17
44
25
Total non-current liabilities
44
25
Current liabilities:
Trade and other liabilities
18
376
183
Short-term lease liabilities
17
20
20
Accrued and other liabilities
19
76
44
Total current liabilities
472
247
Total equity and liabilities
799.546
767.880
The notes on pages 80 to 108 form an integral part of the Company's Financial Statements.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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STATEMENT OF CASH FLOW 01/01/2025 31/12/2025
(Amounts in thousand Euro)
Note
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Cash flows from operating activities
Profit before tax
63.337
75.195
Adjustments for:
Depreciation and amortization
6
32
21
Share of profits in investments accounted using the
equity method
4
(63.700)
(75.702)
Interest income
11
(974)
(610)
Profit from finance lease termination
(1)
-
Interest expense
11
4
4
Operating profit before working capital changes
(1.303)
(1.092)
(Increase)/decrease in:
Other receivables
353
92
Increase/(decrease) in:
Trade liabilities
169
(31)
Other liabilities and accrued expenses
32
43
Interest income received
-
2
Income tax paid
(180)
(41)
Net cash flows from operating activities
(929)
(1.037)
Cash flow from investing activities
Dividend received from IPTO S.A
37.554
30.067
Interest received from deposit in Bank of Greece
398
130
Purchases of current and non-current assets
(32)
(6)
Net cash flows from investing activities
37.920
30.191
Cash flows from financing activities
Dividend paid
(14.469)
-
Interim dividend paid
25
(27.969)
(13.500)
Interest paid
11
(4)
(4)
Lease capital paid
(21)
(17)
Net cash flows from financing activities
(42.463)
(13.521)
Net increase/decrease in cash and cash equivalents
(5.472)
15.632
Cash and cash equivalents, opening balance
21.050
5.418
Cash and cash equivalents, closing balance
15.578
21.050
The notes on pages 80 to 108 form an integral part of the Company's Financial Statements.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
79
STATEMENT OF CHANGES IN EQUITY FOR PERIOD 31/12/2025
Share capital
Own shares
Legal reserve
Other reserves
Retained earnings
Total equity
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 other comprehensive income
-
-
-
863
75.076
75.939
Statutory reserve (note 16)
-
-
1.472
-
(1.472)
-
Dividend distribution (note 26)
-
-
-
-
(13.500)
(13.500)
Balance as at 31/12/2024
491.840
(439)
7.202
(18.209)
287.215
767.609
Balance as at 01/01/2025
491.840
(439)
7.202
(18.209)
287.215
767.609
Net profit for the period
-
-
-
-
63.141
63.141
Other comprehensive income after tax
-
-
-
387
-
387
Total comprehensive income
-
-
-
387
63.141
63.528
Statutory reserve (note 16)
-
-
1.850
-
(1.850)
-
Dividend distribution
-
-
-
(14.469)
(14.469)
Dividend distribution (note 25)
-
-
-
-
(27.969)
(27.969)
Share of revaluation reserve in associate
company accounted using the equity method
due to tax rate change
10.331
10.331
Balance as at 31/12/2025
491.840
(439)
9.051
(17.821)
316.399
799.030
The notes on pages 80 to 108 form an integral part of the Company's Financial Statements.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
80
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
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(In thousand euro unless otherwise stated)
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ANNUAL FINANCIAL STATEMENTS
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(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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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" or “ADMIE S.A.”) 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 an associate
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 2025, 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 nonlisted jointly controlled company IPTO S.A. are available on the website:
http://www.admie.gr, under the section “IPTO Group Financial Statements”, and on the website:
http://www.admieholding.gr, under the section “Financial Statements of ADMIE Holding S.A.”
The present annual financial statements approved by the Board of Directors on 07/04/2026 are published on the
company's website: https://admieholding.gr/en/.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
83
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, 2025.
2.1.2 APPROVAL OF THE FINANCIAL STATEMENTS
The Board of Directors approved the financial statements of year 2025 on 07/04/2026. 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 comparative financial year 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 2025 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
Geopolitical tensions persisted throughout 2025, with various hostilities in the Middle East, most notably a conflict
involving Israel, the United States and Iran, the prolonged conflict between Russia and Ukraine, as well as escalating
tensions between the United States and Venezuela. The United States and the European Union imposed new sanctions
on Russia, with European authorities confirming their commitment to reducing energy dependence on Russia. Hostilities
in the Middle East, involving Israel, the USA, and Iran, remain at the forefront in 2026. As a result, uncertainty in
international trade and increased volatility have led to a restructuring of critical trade flows, negatively affecting the
stability of global supply chain. In addition, increased trade protectionism through the introduction of new tariffs and
regulatory restrictions has altered the global trade environment. These factors affect fluctuations in crude oil and
petroleum product prices, the EuroUS dollar exchange rate, variations in the prices of CO₂ emission allowances, natural
gas and electricity, as well as interest rate levels. The Group continuously monitors developments, aiming to minimize
any potential negative impacts that may arise from the aforementioned events.
The macroeconomic environment in Greece for 2026 is characterized by continued economic growth, despite geopolitical
and global uncertainties.
The Greek economy, according to the recent official forecasts of the European Commission, is expected to record GDP
growth of around 2,2% in 2026, keeping positive growth rates supported by private consumption and investment,
including resources from European programs. Inflation is projected to decline to around 2,3% in 2026, from higher levels
in previous years, reflecting a slowdown in price pressures. Unemployment is expected to continue to decline, estimated
at around 8,6% in 2026, following the significant improvement in the labor market in recent years.
Despite these positive insights, there are significant uncertainties and risks that could affect economic developments,
including (a) geopolitical uncertainty, (b) the possibility of a slowdown in the pace of investment (after 2026) due to the
completion of the RRF financing period, and (c) extreme weather events that pose a risk to fiscal stability.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
84
Overall, 2026 finds Greece in a phase of economic stabilization with prospects for further convergence with the EU
average, if investment growth and fiscal policy are maintained.
Despite these challenges, Greece in 2025 and in early 2026 consolidated its position as a net exporter of electricity, even
recording historically high export levels and reversing its long-standing role as a net electricity importer. In 2025, the
value of electricity exports reached Euro 972 million, while imports were limited to Euro 710 million, resulting in a
significant surplus in the trade balance.
The European Commission proposed new initiatives to address long-standing issues in the planning and implementation
of the European Union’s energy infrastructure. The objective is to ensure cleaner and more affordable energy across the
European Union.
Network infrastructure constitutes the backbone of the European energy system. The EU is considering a new package
for the modernization and expansion of the grid to fully exploit its potential. This includes removing bottlenecks and
increasing interconnectivity among EU Member States, which will:
help reduce energy prices,
ensure secure and reliable energy supply, and
support the achievement of energy independence.
These initiatives represent a new approach to energy infrastructure, bringing a truly European perspective to project
planning. Firstly, they will ensure that Europe fully utilizes its existing energy infrastructure before investing in new
capacity. Secondly, they will accelerate permitting procedures so that energy infrastructure can be developed more
rapidly across the EU, which is essential for achieving climate and energy targets. Furthermore, the proposals will ensure
a fairer allocation of costs for cross-border projects.
The Company closely monitors development and collaborates with the relevant authorities and stakeholders to ensure
its effective operation.
2.3. NEW STANDARDS, STANDARD MODIFICATIONS AND INTERPRETATIONS
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 2025.
Where not otherwise stated, the amendments and interpretations applicable for the first time in the year 2025 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 2025.
Standards and Interpretations mandatory for the current financial year 2025
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 another 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
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ANNUAL FINANCIAL STATEMENTS
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(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
85
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 been adopted by the E.U.:
The new standards and amendments below are not expected to have a material impact on the financial statements of
the Company unless otherwise stated.
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.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
86
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.
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 new standards and amendments below are not expected to have a material impact on the financial statements of
the Company unless otherwise stated.
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.
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.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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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.
IFRS 19 Subsidiaries without Public Accountability (Amendment): Disclosures
On 21 August 2025, the International Accounting Standards Board (IASB) published amendments to IFRS 19. The
amendments cover new or amended IASs and IFRSs issued between 28 February 2021 and 1 May 2024 that were not
taken into account in the first edition of IFRS 19. In particular:
IFRS 18 Presentation and Disclosure in Financial Statements;
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7);
International Tax ReformPillar Two Model Rules (Amendments to IAS 12);
Lack of Exchangeability (Amendments to IAS 21); and
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7).
The amendments share the same effective date as IFRS 19, i.e. these are effective for reporting periods beginning on or
after 1 January 2027.
IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendment) “Translation to a Hyperinflationary Presentation
Currency”
On 13 November 2025, the International Accounting Standards Board (IASB) issued amendments to IAS 21, which clarify
how entities should translate financial statements from a non-hyperinflationary currency into a hyperinflationary one.
The amendments stem from a request submitted to the IFRS Interpretations Committee in 2020. The submission asked
for clarifications on how an entity's results and financial position should be translated from a non-hyperinflationary
functional currency to the parent entity's hyperinflationary presentation currency.
The amendment is effective for reporting periods beginning on or after 1 January 2027.
2.4. SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT JUDGEMENT
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
According to the International Standard, an Associate is a joint arrangement whereby the parties that have joint control
of the entity have rights to the net assets of that entity. Based on the International Financial Reporting Standard (IFRS)
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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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
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
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ANNUAL FINANCIAL STATEMENTS
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(In thousand euro unless otherwise stated)
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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 31/12/2025, 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
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.
Specifically, the related company IPTO S.A. holds property, plant and equipment, which include, among others, real estate
and machinery. After initial recognition, only officeuse properties (land and buildings) are measured at fair value less
accumulated depreciation and impairment. Fair value estimates are performed periodically by independent valuers using
Level 3 assumptions of the hierarchy defined by IFRS 13, in order to ensure that fair value does not differ materially from
the carrying amount. During the comparative financial year, IPTO S.A. changed its accounting policy for the subsequent
measurement of property, plant and equipment from fair value to historical cost, except for officeuse properties (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.
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ANNUAL FINANCIAL STATEMENTS
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(In thousand euro unless otherwise stated)
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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.
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.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
91
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:
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
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ANNUAL FINANCIAL STATEMENTS
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(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
92
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.
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.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
93
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.
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.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
94
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.
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 related 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
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
95
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.
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
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.
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
96
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 2025 from IPTO SA, which is sufficient to cover its operational
needs and has been deposited with the Bank of Greece.
(Amounts in Euro)
31/12/2025
Within 1 year
Between
1 and 2 years
Between
2 and 5 years
Total
Trade liabilities
54.747
-
-
54.747
Lease liabilities
22.311
17.520
29.854
69.685
Total
77.058
17.520
29.854
124.432
(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
The above trade payables relate to the Company’s obligations to its suppliers.
The above lease liability amounts are presented based on contractual, undiscounted cash flows and therefore do not
reconcile to the corresponding amounts presented in the financial statements under the line item “Lease liabilities.”
The Company’s liquidity risk is considered insignificant, as the Company maintains sufficient cash reserves to cover its
shortterm 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.
The Company had no borrowings as of 31 December 2025, 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
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ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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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)
31/12/2025
31/12/2024
Opening balance
745.938
699.440
Proportion of profits
63.700
75.702
Proportion of other comprehensive income
387
863
Proportional disposal of a shareholding in an IPTO S.A. subsidiary to
minority shareholders without resulting in loss of control
10.331
-
Minus dividends paid
(37.554)
(30.067)
Closing balance
782.802
745.938
The share of results refers to the Company’s proportionate share in the results of the IPTO Group, while the share of
other comprehensive income refers to its proportionate share in the Group’s other comprehensive income.
The IPTO Group sold a 20% stake in its subsidiary “ARIADNE INTERCONNECTION S.A.” to State Grid International
Development Belgium Ltd, reducing its ownership from 100% to 80%, without loss of control.
The consideration for the transaction amounted to €62 million, and the cash inflow was received on 19 June 2025. The
gain from the sale, amounting to €20,2 million, was recognized in the Group’s Statement of Changes in Equity. The
Company’s share of this gain, amounting to €10,3 million, was recognized in its own Statement of Changes in Equity.
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(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
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The accounting recognition date of the transaction is 30 June 2025, i.e., the last day of the month in which the transaction
took place. The Company recognized its share (51%) of the gain from this transaction, amounting to €10,3 million, in its
condensed financial statements as of 30 September 2025, which were prepared in accordance with IAS 34.
For comparability purposes, Management will proceed with a restatement of the comparative figures of the interim
Condensed Statement of Changes in Equity for the period 01/01/202630/06/2026, which will be included in the interim
condensed financial statements in accordance with IAS 34 when they are issued.
Below are presented the summarized financial information for the period under review relating to the IPTO Group S.A.,
as required by IFRS 12, Appendix B, paragraphs 12 and 13:
Condensed Financial Information of IPTO Group
(Amounts in thousand Euro)
31/12/2025
31/12/2024
Non-current assets
4.466.422
3.961.334
Current assets
420.178
398.152
Total
4.886.600
4.359.486
Equity
1.528.974
1.410.958
Non-current liabilities
2.740.961
2.470.163
Current liabilities
616.664
478.366
Total
4.886.600
4.359.486
Condensed Financial Information of IPTO Group
(Amounts in thousand Euro)
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Turnover
456.599
469.173*
Net earnings after tax
130.122
148.436
Attributable to:
Owners of the Company
124.902
148.436
Non-controlling interests
5.221
-
Other comprehensive income
760
1.692
Total comprehensive income for the year
130.882
150.128
Attributable to:
Owners of the Company
125.661
150.128
Non-controlling interests
5.221
-
*Certain comparative figures have been reclassified for comparability purposes in ADMIE S.A., and the relevant analysis
is provided in the Financial Statements of ADMIE S.A. as of 31/12/2025, in Note 2.3.23.
Condensed Financial Information of IPTO Group
(Amounts in thousand Euro)
31/12/2025
31/12/2024
Cash and cash equivalents
224.520
227.389
Short-term portion of long-term borrowings
235.974
103.994
Long-term borrowings
1.357.192
1.165.059
Depreciation and amortization
124.333
116.571
Financial income
4.735
6.524
Financial expenses
15.133
20.167
Income tax
40.568
48.295
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.
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
99
(Amounts in thousand Euro)
31/12/2025
31/12/2024
Net profit after tax group IPTO S.A.
124.902
148.436
Participation ratio
51%
51%
Share of profits in investments accounted using the equity method
63.700
75.702
The decrease in the amount is mainly attributable to the reduction in the net profit of the IPTO Group, specifically due
to:
a) the decrease in revenues from interconnection rights by €33,5 million, which was not fully offset by the simultaneous
increase in system usage charge revenues by €25,4 million, mainly due to the increase in unit system usage charges
incorporated into ADMIE’s billing as of 1/3/2025, based on RAAEY Decision No. E-132/2024 concerning the required
revenue for 2024. According to RAAEY Decision No. E-285/2024, the annual revenue from interconnection rights
(recognized following RAAEY decisions) for 2025 amounts to €75,9 million, compared to €109,4 million for 2024.
b) the increase in third-party fees by €9,3 million, mainly due to the rise in personnel employed under project contracts
to meet the expanded operational needs of the Group, as well as the provision of professional training services,
infrastructure monitoring using drones, and the adoption of Artificial Intelligence (AI) technologies.
(Amounts in thousand Euro)
31/12/2025
31/12/2024
Other Total Income IPTO S.A.
760
1.692
Participation ratio
51%
51%
Share of other comprehensive income in associate company
accounted using the equity method
387
863
5. PAYROLL COST
The expenses recognized for personnel benefits are presented in the following table:
(Amounts in Euro)
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Payroll fees
50.566
46.690
BOD members’ fees
307.700
338.948
Employer contributions
82.738
90.152
Total
441.004
475.789
The decrease in expenses for the financial year 2025 compared to the previous year 2024 is mainly attributable to the
reduction in Board of Directors’ fees and employer contributions, due to the lower number of Board meetings held during
the closing financial year compared to the previous one, as well as to the assignment of the roles of Chair and Chief
Executive Officer to the same individual from 1/4/2025 onwards..
6. DEPRECIATION
The depreciation amount presented in the following table:
(Amounts in Euro)
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Furniture and Other equipment
8.799
3.099
Right of use asset
23.164
18.180
Balance
31.963
21.279
There are no significant changes compared to the previous financial year.
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
100
7. THIRD PARTY BENEFITS
(Αmounts in Euro)
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Liability insurance
33.271
30.145
Building maintenance fees
29.296
19.363
Rents
5.755
941
Fees for telecommunication services
1.887
1.724
Total
70.209
52.173
Third-party services mainly relate to shared expenses associated with cleaning, security, and other common charges, and
concern transactions with the related company IPTO S.A. (note 20). The increase is mainly due to higher costs passed on
by the related company IPTO S.A. During the financial year, the Company recognized operating lease expenses for vehicles
amounting to €5.755, which are included in the statement of profit or loss, as the conditions for recognizing rights and
obligations under IFRS 16 were not met.
8. THIRD PARTY FEES
Third party fees are broken down in the table below:
(Αmounts in Euro)
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Lawyers' and notaries' fees
98.627
75.063
Accountants' fees
47.440
36.890
Auditors' fees
31.000
27.500
Analyst fees
22.518
20.250
Other third party fees
266.941
181.463
Operators' fees
850
1.700
IT servises
4.463
5.950
Software licenses
12.354
6.868
Total
484.193
355.683
The increase in other thirdparty fees by 85 thousand is mainly attributable to new contracts with external consultants
relating to Internal Control System and Corporate Governance matters, as well as advisory services for the disaster
recovery operational plan, and to accrued fees arising from contractual obligations.
The increase in lawyers’ and notaries’ fees by approximately €24 thousand respectively is due to the fact that, during the
financial year 2025, the Company received additional legal and advisory services, primarily relating to Corporate Law
matters and compliance with the applicable legislation governing the Company, in order to improve its smooth operation
and meet its operational needs.
Auditors’ fees relate to the statutory audit of the financial statements, the tax audit, and the provision of other assurance
services. Specifically, the other assurance services concern the issuance of an Assurance Report by SOEL on the
Remuneration Report of ADMIE HOLDING S.A.
9. OTHER EXPENSES
Other expenses are presented in the following table:
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
101
(Αmounts in Euro)
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Stock exchange negotiation expenses
84.899
69.455
Fees and expenses of various third parties
40.595
36.229
Consumables
94.342
8.294
Subscriptions
6.094
4.615
Hospitality expenses
12.601
7.901
Other expenses
62.363
77.352
Total
300.895
203.846
The increase in other expenses by €97 thousand is mainly attributable to higher stock-exchange related costs and an
increase in expenses relating to public relations, communication, and promotional activities.
10. TAXES- DUTIES
Taxes - fees, which amounts to Euro 5 thousand in 2025 (2024: Euro 5 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 975 thousand (2024: Euro 610 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 (2024: Euro 4 thousand) include financial lease expenses (Note 17) of Euro
2.564 and various bank expenses.
12. TANGIBLE ASSETS, RIGHT OF USE ASSET AND INTANGIBLE ASSETS
12.1 TANGIBLE ASSETS
(Amounts in Euro)
Furniture and fixtures
31/12/2025
31/12/2024
Acquisition Cost
31.148
24.761
Additions
2.071
6.386
Accumulated Depreciation
(26.081)
(21.630)
Net book value
7.138
9.517
12.2 RIGHT OF USE ASSET
(Amounts in Euro)
31/12/2025
31/12/2024
Buildings
Cars
Total
Buildings
Cars
Total
Cost
49.244
54.960
104.204
49.244
48.670
97.913
Additions
-
71.052
71.052
-
6.290
6.290
Write off
-
(22.698)
(22.698)
-
-
-
Accumulated Depreciation
(44.859)
(38.773)
(83.632)
(36.091)
(24.378)
(60.469)
Net book value
4.385
64.541
68.926
13.152
30.582
43.735
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 2025, In the financial year 2025, the Company entered into two new vehicle lease agreements.
The average annual discount rate used is 5,8%
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
102
12.3 INTANGIBLE ASSETS
(Amounts in Euro)
Software
31/12/2025
31/12/2024
Cost
10.730
10.730
Additions
30.400
-
Accumulated Depreciation
(15.594)
(10.730)
Net book value
25.536
-
Intangible assets are presented increased due to the acquisition of a shareholder-registry upgrade platform, with a cost
of €30.400.
13. OTHER RECEIVABLES
In Other receivables, the amount of €1.064 thousand (2024: €841 thousand) relates to €575 thousand of accrued financial
income from the Bank of Greece for the second half of 2025, which was collected in the current 2026 financial year, €438
thousand of cumulative VAT receivable, and €3 thousand of other receivables.
14. CASH AND CASH EQUIVALENTS
(Amounts in Euro)
31/12/2025
31/12/2024
Cash in bank
15.577.975
21.050.062
Total
15.577.975
21.050.062
The Company’s cash and cash equivalents are held in Euro in accounts with the National Bank of Greece, Piraeus Bank,
and the Bank of Greece.
Since November 2017, the Company has maintained a cash management account with the Bank of Greece, in accordance
with the provisions of Article 15, paragraph 1 of Law 2469/97, as in force, regarding the Common Capital Scheme.
The cash deposits of General Government entities held at the Bank of Greece are used by the Public Debt Management
Agency (PDMA) for shortterm liquidity management transactions, specifically for repurchase agreements (repos)
involving Greek Government Treasury Bills.
Through this mechanism, the transferred funds are fully safeguarded and remain immediatelyor within a few days
available to the entities, while the above shortterm transactions secure attractive returns for them, which for 2025
amounted to approximately 3,32%. The income generated from these funds was recognized in the Statement of Profit or
Loss under 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.
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
103
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 2020, the Company proceeded with the purchase of treasury shares through the Athens Stock Exchange member
“ALPHA FINANCE Investment Services S.A.”, in execution of the resolution of the Company’s Annual General Meeting of
Shareholders dated 12/07/2018 (Item 6). Specifically, it acquired 115.341 treasury shares (representing 0,05% of the total
232.000.000 common registered shares) at a total acquisition cost of €223.861,81.
Furthermore, in 2022 it proceeded with the purchase of 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).
On 14 July 2025, the General Commercial Registry (G.E.MI.) recorded (Registration Code 5430501) the decision of the
Ordinary General Meeting of Shareholders of 2 July 2025 of ADMIE Holding S.A.” (G.E.MI. No. 141287501000), by which
a new Share Buyback Program was approved in accordance with Articles 49 and 50 of Law 4548/2018. The program
provides for the acquisition of up to 2.320.000 own shares (1% of the Company’s paid-up share capital), within a price
range of €0,50 to €5 per share, for a period of 24 months from 2 July 2025 to 1 July 2027. It is noted that, on the date of
the decision, the Company held 216.000 own shares (0,09% of its share capital). The Board of Directors was also
authorised to determine any further details and to take all necessary actions for the implementation of the program.
As of 31/12/2025, the Company holds a total of 216.000 treasury shares (representing 0,09% of the total 232.000.000
common registered shares) with a total acquisition cost of €438.734,43.
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.
In 2025, the Company formed a Statutory Reserve amounting to €1.850 thousand (2024: €1.472 thousand), and its
cumulative balance as at 31/12/2025 amounted to €9.051 thousand.
OTHER RESERVES
Other reserves include the share reserve of other total income of affiliated companies. They amount to (17.821) thousand
Euro (2024: (18.209) 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 means of
transport. In the closing fiscal year 2025, the Company entered into two new finance lease agreements for transportation
vehicles.
(Αmounts in Euro)
31/12/2025
31/12/2024
Long-term liability of lease
44.391
24.974
Short-term liability of lease
19.762
20.359
Total
64.153
45.333
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
104
The maturity dates of long-term liabilities are as follows:
(Αmounts in Euro)
31/12/2025
31/12/2024
Between 1 and 2 years
15.774
16.657
Between 2 and 5 years
28.616
8.317
Total
44.391
24.974
Leasing Lease liabilities - minimum rents
(Αmounts in Euro)
31/12/2025
31/12/2024
Up to 1 year
22.311
22.301
Between 1 and 5 years
47.374
25.991
Total
69.685
48.292
minus: Future charges of finance lease
(5.532)
(2.959)
Current value of lease liabilities
64.153
45.333
Movement of leases
(Αmounts in Euro)
31/12/2025
31/12/2024
Opening balance on 1 January
45.333
56.004
Recognition of new leases
63.612
6.290
Interest expense
2.564
2.974
Derecognition
(24.110)
-
Lease payments
(23.247)
(19.936)
Closing balance on 31 December
64.153
45.333
18. TRADE AND OTHER PAYABLES
The balance of the Company’s trade and other payables as of 31/12/2025 amounts to €376 thousand (2024: €183
thousand) and relates to nonoverdue obligations to third parties, which are settled within the following year, to
unclaimed dividends of the current and prior financial years, to income tax liabilities amounting to 242 thousand (2024:
131 thousand), as well as to other taxes payable and social security contributions.
19. ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities of the Company for the financial year amount to €76 thousand (2024: €44 thousand) and
include accrued fees and provisions for fees arising from contractual obligations. All liabilities are considered shortterm.
20. TRANSACTIONS WITH RELATED PARTIES
Related parties of the Company are presented in the following table:
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
105
Company
Relation
DES ADMIE S.A.
Shareholder
IPTO S.A.
Associate
ARIADNE INTERCONNECTION S.P.S.A.
Associate
GRID TELECOM S.M.S.A.
Associate
GREAT SEA INTERCONNECTOR S.M.S.A.
Associate
STATE GRID LTD
Associate
IPTO TRAINING CENTER S.M.S.A.
Associate
HELLENIC ENERGY EXCHANGE S.A.
Associate
ENERGY EXCHANGE CLEARING COMPANY S.A. (EnΕxClear S.A.)
Associate
SELENE CC S.A.
Associate
SAUDI GREEK INTERCONNECTION S.A.
Associate
TERNA FIBER S.A.
Associate
STATE GRID INTERNATIONAL DEVELOPMENT BELGIUM LTD
Associate
D.E. A.D.M.I.E. SYMVOULEFTIKI SINGLE MEMBER S.A.
Associate
Members of the Board of Directors
Management
Executive Officers
Head of the Internal Audit Unit
The balances (receivables payables) are as follows:
(Amounts in Euro)
31/12/2025
31/12/2024
Receivables
Liabilities
Receivables
Liabilities
IPTO S.A.
-
51.650
-
45.908
TOTAL
-
51.650
-
45.908
The transactions with related parties are as follows:
(Amounts in Euro)
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Revenue
Expenses
Revenue
Expenses
IPTO S.A.
-
46.676
-
29.983
BoD members’ fees
-
376.291
-
412.312
Executive officers
-
61.604
-
56.569
TOTAL
-
484.572
-
498.864
The Company had the above balances and transactions during the closing financial year with the related company IPTO
S.A., within the framework of its ordinary business activities. Members of the administrative, management, and
supervisory boards are also considered related parties, in accordance with IAS 24 “Related Party Disclosures”.
There are no Board of Directors’ fees payable as at the end of the financial year.
There are no material transactions that have not been carried out under normal market conditions.
Year end balances are unsecured and their settlement is carried out through cash equivalents. The Company’s
transactions are conducted exclusively through banking institutions. No guarantees have been provided or received for
the above balances.
The remuneration of the Board of Directors’ members for the 2025 financial year shows a decrease compared to the
previous year, due both to the lower number of meetings of the Board of Directors and its Committees, as well as to the
appointment, from 1/4/2025 onwards, of one individual holding both the positions of Chair and Chief Executive Officer.
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.
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
106
21. INCOME TAX
For the years 2017 to 2024, 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 financial year 2025, the Company has been subjected to the statutory tax audit performed by certified auditors,
as provided for under Article 78 of Law 5104/2024. 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 closing financial year, the income tax amounts to 196 thousand, which mainly relates to the taxation of the
income earned from the Bank of Greece.
Income tax is as follows:
(Amounts in euro)
1/1/2025 to
31/12/2025
1/1/2024 to
31/12/2024
Current tax expense
195.702
118.710
Total
195.702
118.710
(Amounts in euro)
1/1/2025 to
31/12/2025
1/1/2024 to
31/12/2024
Profit before tax
63.337.295
75.195.310
Tax base on current tax rates
13.934.205
16.542.968
Income not subject to tax
(14.013.954)
(16.654.546)
Non-deductible expenses
275.451
230.288
Total
195.702
118.710
22. EARNINGS PER SHARE
The basic and adjusted profits 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)
01/01/2025-
31/12/2025
01/01/2024-
31/12/2024
Profit after tax
63.141.594
75.076.600
Profit attributable to the Shareholders
63.141.594
75.076.600
Weighted average number of shares in circulation at the beginning of
the period
231.784.000
231.784.000
Weighted average number of shares during the period
231.784.000
231.784.000
Basic and diluted earnings per share (€ per share)
0,272
0,324
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, 2025, 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 31 thousand Euro (2024: 27
thousand Euro).
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
107
25. PROPOSAL OF PROFIT DISTRIBUTION
In the 2025 financial year, pursuant to the resolution of the Ordinary General Meeting of Shareholders dated 2/7/2025,
it was decided to distribute the remaining dividend for the 2024 financial year, which amounted to €0,062 per share or
€14.469.192. Furthermore, by virtue of the Board of Directors’ decision dated 10/07/2025, the Company proceeded with
the distribution of an interim dividend amounting to €27.969.192 from the profits of the 2025 financial year. The Board
of Directors proposes to the upcoming Ordinary General Meeting of Shareholders the distribution of the remaining
dividend for the 2025 financial year, amounting to €7.176.771.
Dividend received by IPTO S.A.
37.553.950
plus: Finance and other income of the fiscal year 2024
973.820
minus: expenses of the fiscal year 2024
(1.532.020)
Distributed earnings
36.995.750
minus: Legal Reserve (5%)
(1.849.788)
Distributed earnings to shareholders
35.145.963
minus: Interim dividend paid
27.969.192
Dividend balance to be distributed to shareholders
7.176.771
26. SUBSEQUENT EVENTS
a) Share Capital Increase of the Related Company
At the Extraordinary General Meeting of Shareholders of the related company IPTO S.A. held on 13/02/2026, it was
decided to increase its Share Capital by one billion euro through a cash contribution, via the issuance of one billion new
common registered shares with a nominal value of €1,00 each, with pre-emptive rights in favour of the existing
shareholders of IPTO S.A., proportionate to their participation in its share capital.
The same General Meeting authorized the Board of Directors of IPTO S.A. to determine the offering price of the new
shares, in accordance with Article 25(2) of Law 4548/2018, which, pursuant to Article 7(7) of the Articles of Association
of IPTO S.A., may not be set below par. This authorization is valid for one (1) year from its approval. The above decision
was taken in the context of strengthening the capital base of IPTO S.A. to ensure the smooth implementation of the
Ten-Year Development Plan of the Hellenic Electricity Transmission System (TYNDP) 20252034.
The Company will inform the investment community of any material developments regarding the implementation of the
above share capital increase and the manner of its participation.
(b) Impact of Geopolitical Risks
After the reporting date, an escalation of the conflict in the Middle East occurred. Management assessed the potential
impact of these developments on the financial statements and concluded that no immediate adjustment of the
recognized risks as of the reporting date was required, as, due to the nature of the Group’s operations, no significant
direct effects on its Financial Position are expected. The Company continuously monitors developments with the aim of
Graphics
ANNUAL FINANCIAL STATEMENTS
FOR THE PERIOD 01/01/2025 31/12/2025
(In thousand euro unless otherwise stated)
ANNUAL FINANCIAL REPORT FOR THE YEAR-ENDED 31ST DECEMBER 2018
108
mitigating, to the extent possible, any potential adverse effects that may arise from the above events, as increased
geopolitical uncertainty may affect future macroeconomic conditions and markets.
There are no further subsequent events that require disclosure or adjustment of the accompanying financial statements.
CHAIRMAN OF THE BOD
VICE CHAIRMAN
NON-EXECUTIVE MEMBER
CHIEF ACCOUNTANT
I. KARAMPELAS
Ν. ACHTYPI
E. MAVROGIANNIS
ID No Α02399461
ID No ΑΖ215089
Licence No.: 0085923
PricewaterhouseCoopers
Accounting S.A.
Accounting Office Licence No.: 1494