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ANNUAL FINANCIAL REPORT FOURLIS HOLDINGS S.A.REG. NO: 13110/06/Β/86/01zGENERAL COMMERCIAL REGISTRY NO: 258101000 LEI Registration Number: 213800V54ASIMZREDX49 REGISTERED SEAT - HEADQUARTERS: 25, ERMOU STR. – 14564, KIFISSIA Annual Financial Report for the period 1/1/2025 to 31/12/2025(Translated from the Greek original)(In accordance with Law 3556/2007)
Annual Financial Report for the period 1/1/2025 to 31/12/2025 2
Table of Contents
Statements of the Members of the Board of Directors 5
Report of the Board of Directors of the company “FOURLIS HOLDINGS SOCIETE ANONYME”
on the Consolidated and Separate Financial Statements for the financial year 2025 (1/1 –
31/12/2025)6
1. The Group - Business Segments 6
2. Consolidated Group Results 9
3. Key ratios of the Group's consolidated financial statements 12
4. Business Performance – Significant Events 13
5. Evolution of the share price 18
6. Stock award plans (loyalty programs)19
7. Information on the expected development of the Group 24
8. Main risks and uncertainties faced by the Group 26
9. Selected alternative performance measurement indicators 29
SUSTAINABILITY STATEMENT 32
Independent Auditor’s Limited Assurance Report on FOURLIS HOLDINGS S.A. Sustainability
Statement 165
11. Transactions with Related Parties 171
Independent Auditor’s Report 311
Statement of Financial Position (Consolidated and Separate) as at December 31, 2025 and at
December 31,2024 320
Income Statement (Consolidated) for the period 1/1 to 31/12/2025 and 1/1 to 31/12/2024
321
Statement of Comprehensive Income (Consolidated) for the period 1/1 to 31/12/2025 and
1/1 to 31/12/2024 322
Income Statement (Separate) for the period 1/1 to 31/12/2025 and 1/1 to 31/12/2024 323
Statement of Comprehensive Income (Separate) for the period 1/1 to 31/12/2025 and 1/1 to
31/12/2024 324
Annual Financial Report for the period 1/1/2025 to 31/12/2025 3
Statement of Changes in Equity (Consolidated) for the period 1/1 to 31/12/2025 and 1/1 to
31/12/2024 325
Statement of Changes in Equity (Separate) for the period 1/1 to 31/12/2025 and 1/1 to
31/12/2024 326
Statement of Cash Flows (Consolidated and Separate) for the period 1/1 to 31/12/2025 and
1/1 to 31/12/2024 327
Notes to the annual financial statements (consolidated and separate) as of December 31,
2025 329
Web site for the publication of the Annual Financial Statements 418
Annual Financial Report for the period 1/1/2025 to 31/12/2025 5
Statements of the Members of the Board of Directors
(In accordance with article 4 par. 2 L. 3556/ 2007)
The undersigned below
1.Vassilis S. Fourlis, Chairman of the Board of Directors,
2.Dafni A. Fourlis, Vice Chairman of the Board of Directors, and
3.Ioannis D. Vassilakos, CEO
We confirm that to the best of our knowledge:
a.The Financial Statements (Consolidated and Separate) of FOURLIS HOLDINGS SA for the period 1/1/ - 31/12/2025, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, provide a true and fair view of the Assets, Liabilities and Shareholder’s Equity, along with the income statement of FOURLIS HOLDINGS S.A., as well as of the companies that are included in the consolidation, taken as a whole.
b.The Annual Report of the Board of Directors provides a true and fair view of the evolution, performance and financial position of FOURLIS HOLDINGS S.A. as well as of the companies included in the consolidation, taken as a whole, including a description of the principal risks and uncertainties they face.
Kifissia, March 30, 2026

The Chairman of the BoD | The Vice Chairman of the BoD | The CEO
Vassilis S. Fourlis | Dafni A. Fourlis | Ioannis D. Vasilakos

Annual Financial Report for the period 1/1/2025 to 31/12/2025 6
Report of the Board of Directors of the company “FOURLIS HOLDINGS SOCIETE ANONYME” on the Consolidated and Separate Financial Statements for the financial year 2025 (1/1 – 31/12/2025)
To the Ordinary General Assembly of the Shareholders of the year 2026
Ladies and Gentlemen Shareholders,
This report of the Board of Directors covers the twelve-month period of the financial year ended on December 31, 2025 (1/1-31/12/2025). This report has been prepared and is in compliance with the relevant provisions of Law 4548/2018, Article 4 of Law 3556/2007, and Decision 7/448/22.10.2007 of the Hellenic Capital Market Commission, as in force, including any amendments or replacements thereof, as well as any relevant regulatory acts and guidelines issued pursuant thereto up to the date of preparation of the present report. The Consolidated and Separate Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.
We hereby submit for approval the Financial Statements for the financial year 1/1 - 31/12/2025 of the Company “FOURLIS HOLDINGS S.A.” and of the Group, which comprises its direct and indirect subsidiaries. At the Board meeting convened for the approval of the preparation of the Company’s and Group’s Financial Statements, a quorum was present, and all independent non-executive members participated.
1. The Group - Business Segments
The parent company “FOURLIS HOLDINGS SA” (hereinafter the “Company”), with its direct and indirect subsidiaries, constitute the FOURLIS Group (hereinafter the “Group”), which operates in the retail sale of household equipment and furniture (IKEA stores) and in the retail sale of sport items (INTERSPORT & FOOT LOCKER stores).
The direct and indirect subsidiaries of the Group, included in the consolidated figures for the financial year 2025, by business segment and country of operation, are the following:
a) Full Consolidation Method
Retail sale companies of household equipment and furniture (IKEA stores)
The retail sale sector of household equipment and furniture includes the following companies:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 7
•HOUSEMARKET S.A. and its registered office in Greece, in which the parent company holds 100% of its share capital.
•HM HOUSEMARKET (CYPRUS) LTD, registered in Cyprus, in which the parent company indirectly holds 100% of its share capital.
•TRADE LOGISTICS TRADE AND INDUSTRY SOCIETE ANONYME, with the distinctive title TRADE LOGISTICS S.A., registered in Greece, in which the parent company indirectly holds 100% (except for one share) of its share capital. The retail sector of household equipment and furniture includes the warehousing services provided by TRADE LOGISTICS SA.
•HOUSE MARKET BULGARIA EAD, registered office in Bulgaria, in which the parent company indirectly holds 100% of its share capital.
•WYLDES LTD, registered in Cyprus, in which the parent company indirectly holds 100% of its share capital. Through its affiliated companies WYLDES LTD, VYNER LTD and SW SOFIA MALL ENTERPRISES LTD, the Group participates in SOFIA SOUTH RING MALL EAD, which operates one of the largest shopping centres in Sofia, Bulgaria and its related business activities.
On February 4, 2025, the Fourlis Group completed the sale of 19,279,935 (representing 16% of its share capital) shares of TRADE ESTATES through a private placement, for a consideration of 29 million euros. As a result, the Group's stake in TRADE ESTATES fell below 50% (47.32%), leading to the loss of control in TRADE ESTATES. In this context, on the transaction date and in accordance with the requirements of IFRS 10 "Consolidated Financial Statements," TRADE ESTATES ceased to be consolidated as a subsidiary, with the derecognition of its net assets from the Group's consolidated financial statements. Following the loss of control, the Group's remaining interest in TRADE ESTATES was recognized as an investment in an associate and is consolidated using the equity method, in accordance with the requirements of IAS 28 "Investments in Associates and Joint Ventures”. This transaction consists of two separate but simultaneous accounting events (i) the loss of control in TRADE ESTATES and (ii) the initial recognition and consolidation of the remaining percentage as an associate.
At its meeting on December 8, 2025, and by express authorization of the Ordinary General Meeting of Shareholders on June 14, 2024, TRADE ESTATES REIC, decided to increase the company's share capital by the amount of nine hundred and sixty-five thousand two hundred and thirty-three euros and sixty cents (965,233.60) and to issue six hundred and three thousand two hundred and seventy-one (603,271) new registered shares with a nominal value of one euro and sixty cents (1.60) per share. Following this increase, the share capital of TRADE ESTATES REIC now amounts to one hundred and ninety-three million, eight hundred and eleven thousand, two hundred and sixty-seven euros and twenty cents (193,811,267.20), divided into one hundred and twenty-one million, one hundred and thirty-two thousand, forty-two (121,132,042) registered shares with a nominal value of one euro and sixty cents (1.60) per share. As a result of this increase, the Group's shareholding will decrease by 0.5% to 47.08%.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 8
Sports Retail Companies (INTERSPORT and FOOT LOCKER stores)
The sports retail sector includes the following companies:
•SPORTSWEAR MARKET SINGLE MEMBER SOCIETE ANONYME with the distinctive title SPORTSWEAR MARKET S.M.S.A., registered in Greece, in which the parent company holds 100% of its share capital.
•SPORTSWEAR MARKET LTD, registered in Greece, in which the parent company indirectly holds 100% of its share capital.
•S.M. SPORTSWEAR MARKET (CYPRUS) LTD, registered in Cyprus, in which the parent company indirectly holds 100% of its share capital.
•GENCO BULGARIA EOOD with the distinctive title GENCO BULGARIA EOOD and registered office in Bulgaria, in which the parent company indirectly holds 100% of its share capital.
•TRADE LOGISTICS TRADE AND INDUSTRY SOCIETE ANONYME, with the distinctive title TRADE LOGISTICS S.A., registered in Greece, in which the parent company indirectly holds 100% (except for one share) of its share capital. The retail sector of sports goods includes the warehousing services provided by TRADE LOGISTICS SA.
•GENCO TRADE SRL, registered in Romania. The parent company holds a direct stake of 0.90% and an indirect stake of 99.10% of its share capital.
•SPORTSWEAR MARKET ROMANIA, registered in Romania in which the parent company indirectly holds 100% of its share capital.
In April 2025, the Fourlis Group completed the acquisition of Foot Locker's operations in Greece and Romania, marking an important milestone in its strategic partnership with Foot Locker. The acquisition includes the transfer of three existing Foot Locker stores and its online store in Greece, as well as three existing Foot Locker stores in Romania, which are now operated under the management of the FOURLIS Group. The acquisition is part of the licensing agreements signed between the FOURLIS Group and Foot Locker in August 2024, under which the Group has exclusive rights to develop the Foot Locker store network in eight countries in Eastern Europe: Greece, Romania, Bulgaria, Cyprus, Slovenia, Croatia, Bosnia & Herzegovina, and Montenegro.
In addition, in 2022, the company WELLNESS MARKET SINGLE MEMBER SOCIETE ANONYME, with the distinctive title WELLNESS MARKET S.M.S.A. and its registered office in Greece, in which the parent company directly holds 100% of its share capital and is active in the retail sale of health & wellness products. As of 31/12/2025, eleven (11) stores in Greece and one (1) e-shop are operating.
b) Equity method
In the Group's consolidated figures, the following affiliated companies are included:
•VYNER LTD with the distinctive title VYNER LTD, registered in Cyprus, in which WYLDES LIMITED holds 100% of its share capital.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 9
•SW SOFIA MALL ENTERPRISES LTD, registered in Bulgaria, in which WYLDES LIMITED holds 100% of its share capital.
•TRADE ESTATES REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME, with the distinctive title TRADE ESTATES REIC, registered in Greece, in which the parent company and its subsidiaries hold an indirect stake of 47.08% of its share capital.
•RETS CONSTRUCTION SOCIETE ANONYME, registered in Greece, in which TRADE ESTATES REIC holds 50% of its share capital.
•EVITENCO REAL ESTATE DEVELOPMENT AND MANAGEMENT SOCIETE ANONYME, registered in Greece, in which TRADE ESTATES REIC holds 100% of its share capital.
•TRADE ESTATES BULGARIA EAD, registered in Bulgaria, in which TRADE ESTATES REIC holds 100% of its share capital.
•TRADE ESTATES CYPRUS LTD, registered in Cyprus, in which Η.Μ. ESTATES CYPRUS LTD holds 100% of its share capital.
•Η.Μ. ESTATES CYPRUS LTD, registered in Cyprus, in which TRADE ESTATES REIC holds 100% of its share capital.
•VOLYRENCO REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT SOCIETE ANONYME, registered in Greece, in which TRADE ESTATES REIC holds 100% of its share capital.
•MANTENKO REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT SOCIETE ANONYME, registered in Greece, in which TRADE ESTATES REIC holds 100% of its share capital.
•PERSENCO REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT SOCIETE ANONYME, registered in Greece, in which TRADE ESTATES REIC holds 100% of its share capital.
2. Consolidated Group Results
(The amounts are presented in thousands of euros unless otherwise indicated)
The sales of the household equipment and furniture retail sector (IKEA stores) was increased by 6.74% compared to the sales of the corresponding period of 2024, while the sales of the sports equipment retail sector (INTERSPORT and FOOT LOCKER stores) was increased by 22.02%.
More specifically:
The retail household equipment and furniture sector (IKEA stores) reported sales of EUR 369.5 million in 2025 (2024: EUR 346.1 million). The segment’s total EBITDA, as defined in Section 9, reached EUR 52.8 million, compared to EUR 53.4 million in 2024. The segment’s total adjusted EBITDA, as defined in Section 9, amounted to EUR 28.5 million, compared to EUR 30.8 million in 2024. The sector’s total EBIT, as defined in Section 9, reached EUR 27.8 million compared to EUR 29.6 million in 2024, while the segment reported pre-tax profits of EUR 16.4 million compared to EUR 16.2 million in 2024.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 10
In the sporting goods retail sector (INTERSPORT and FOOT LOCKER stores), sales for the year 2025 amounted to EUR 221 million (2024: EUR 181.2 million). The segment’s total EBITDA, as defined in Section 9, reached EUR 31.2 million in fiscal year 2025, compared to EUR 26.7 million in 2024. The sector’s total adjusted EBITDA, as defined in Section 9, reached EUR 10.5 million compared to EUR 9.1 million in 2024. The segment’s total EBIT, as defined in Section 9, reached EUR 6.3 million compared to EUR 5.3 million in 2024, while the segment reported pre-tax losses of EUR 0.4 million, compared to pre-tax losses of EUR 0.2 million in 2024.
The Group's consolidated sales amounted to EUR 593.7 million (2024: EUR 529.7 million). The Group’s consolidated pre-tax profit amounted to EUR 29.6 million, compared to a consolidated pre-tax profit of EUR 7.7 million in 2024.
Net income from continuing operations in 2025 amounted to EUR 23.2 million, compared to EUR 6.2 million in 2024. Net income from discontinued operations amounted to EUR 7.5 million in 2025, compared to EUR 20.5 million in 2024.
Net income attributable to owners of the parent company amounted to EUR 30.3 million, compared to EUR 20.0 million in 2024.
Below, we present comparative data for the fiscal year 2025 (January 1 – December 31, 2025) with the fiscal year 2024 (January 1 – December 31, 2025), of the Group’s consolidated results by segment, with the aim of highlighting the performance of the Group’s operations as it unfolded during the reporting period.
It is noted that in 2025 a change was implemented in the service-charging policy from the parent company to its subsidiaries. The change is related to the development and operation of the shared services model and concerns the expansion of the administrative services provided within the Group.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 11
Retail sale of household equipment and furniture (IKEA stores):
(*) The selected alternative performance measurement indicators are listed in section 9.
Sports retail sector (INTERSPORT and FOOT LOCKER stores):
(*) The selected alternative performance measurement indicators are listed in section 9.
Consolidated Group results figures:
(*) The selected alternative performance measurement indicators are listed in section 9.
We note that the total consolidated equity attributable to the shareholders of the parent company as at 31/12/2025 amounts to EUR 219 million, compared to EUR 198 million as at 31/12/2024.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 12
In the health and wellness retail sector (Holland & Barrett stores), sales for 2025 amounted to EUR 3.4 million, compared to EUR 2.3 million in 2024, while EBITDA stood at EUR -1.5 million (2024: EUR -1.7 million) and EBIT at EUR -2.4 million (2024: EUR -2.4 million).
3. Key ratios of the Group's consolidated financial statements
In this section we present key financial ratios relating to the Group's financial structure and profitability, based on the consolidated figures included in the Group’s Annual Financial Report, for the financial year 2025 compared to the previous financial year 2024.
Financial Structure Ratios:
Performance and Profitability Ratios:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 13
4. Business Performance – Significant Events
During the period from 1/1/2025 to 31/12/2025 the following changes in the share capital of the parent company and its subsidiaries took place:
Α. FOURLIS HOLDINGS SOCIETE ANONYME
1. By resolutions of the Ordinary General Meeting of the company’s shareholders held on June 20, 2025 (see General Meeting minutes No. 33/20.06.2025), the company’s share capital:
a) was increased by the amount of three hundred eighty-one thousand seven hundred eighty-three euros (381,783.00), through the capitalization of an equivalent portion of distributable reserves (specifically: the amount of 381,783.00 euros from the share premium reserve), through the issuance of 381,783 new common registered voting shares of the Company, with a par value of 1.00 euro each.
The new shares were issued for the purpose of implementing the resolution of the Company’s Annual General Meeting of Shareholders dated 16/ 6, 2023, of the Company’s Annual General Meeting of Shareholders to establish a stock option plan for senior executives of the Company and its affiliated companies pursuant to Article 114 of Law 4548/2018 (“ the Program”), in conjunction with the decision of the Board of Directors dated April 7, 2025, pursuant to which the beneficiaries of the Second Series of the Program were designated based on the proposal of the Nomination and Remuneration Committee dated March 28, 2025, and
b) reduced by the amount of two million six hundred six thousand five hundred ninety euros (2,606,590.00), through the cancellation of 2,606,590 of the Company’s own shares, with a par value of one euro (1.00) per share.
The above changes were recorded in the General Commercial Registry (G.C.R.) on July 11, 2025 (Reg.No. 5428836 - as per the relevant announcement No. 3667605/11.07.2025 issued by the Directorate of Companies of the Ministry of Development and Investment).
Following the aforementioned increase, the company’s share capital amounts to fifty-one million one hundred thirty-five thousand four hundred seventy euros (51,135,470.00), divided into fifty-one million one hundred thirty-five thousand four hundred seventy (51,135,470) registered shares with a par value of one euro (1.00) per share.
2. In connection with the implementation of the following Stock Option Plans (Stock Option Plans) approved by resolutions of the Company’s General Meeting and currently in effect, and specifically the Stock Option Plan approved and adopted by resolution of the Company’s Extraordinary General Meeting on July 22, 2021 (hereinafter: “Program 1”) and the Share Allocation Program approved and in effect pursuant to the resolution of the Company’s Annual General Meeting of June 16, 2023 (hereinafter: “Program 2”) , for the acquisition of the Company’s shares by executives of the Company and its affiliated companies in the form of stock options pursuant to Article 113(13) of Law 4548/2018, during the 2025 fiscal year, 754,200 stock options (hereinafter “the Options”) were exercised (specifically: 125,200 Options corresponding to Plan 1 and 629,000 Options corresponding to Plan 2). Furthermore, pursuant
Annual Financial Report for the period 1/1/2025 to 31/12/2025 14
to the Assurance Report dated December 31, 2025, issued by Independent Certified Public Accountant Andreas Chartofylakas, and the Board of Directors’ resolution dated December 31, 2025 (see Board of Directors minutes No. 493/12/31/2025), the exercise of the aforementioned Rights by the respective beneficiaries of the Programs was certified upon payment of the exercise price of the Rights, namely the amount of one euro (1.00) per share, which constituted the par value of the share, both on the date of the General Meeting’s resolution regarding Program 1 (July 22, 2021), as well as on the date of the General Meeting’s resolution regarding Program 2 (June 16, 2023), i.e., a total amount of seven hundred fifty-four thousand two hundred euros (754,200.00), through the issuance of 754,200 new common registered voting shares of the Company, with a par value of 1.00 euro each, which were delivered to the respective beneficiaries of the Programs.
The above change was recorded in the General Commercial Registry (G.C.R.) on January 23, 2026 (Reg.No. 5909974), at which time the share capital increase took effect. In this regard, the Companies Directorate of the Ministry of Development issued Announcement No. 3984952/23.01.2026.
Following the above changes, the Company’s share capital now amounts to fifty-one million eight hundred eighty-nine thousand six hundred seventy euros (51,889,670.00), divided into 51,889,670 shares with a par value of 1.00 euro each, fully paid up.
B. SPORTSWEAR MARKET Single-member Societe Anonyme
1. Pursuant to a resolution of the company’s General Meeting of Shareholders held on March 24, 2025, the company’s share capital was increased by the amount of eleven million five hundred thousand five euros and five cents (11,500,005.05), through a cash payment, by issuing 391,823 new common registered shares, with a par value of 29.35 euros each. The sole shareholder, FOURLIS HOLDING SOCIETE ANONYME, participated in the total amount of this share capital increase by exercising its preemptive right. The above change was recorded in the General Commercial Registry (G.C.R.) on April 9, 2025 (Reg.No. 5348155), pursuant to Announcement No. 3601296/09.04.2025 issued by the G.C.R. Service of the Athens Chamber of Commerce and Industry.
Following the aforementioned increase, the company’s share capital amounts to thirty-two million five hundred eighty-five thousand two hundred twenty-one euros and fifteen cents (32,585,221.15), divided into one million one hundred ten thousand two hundred twenty-nine (1,110,229) shares.
C. WELLNESS MARKET Single-member Societe Anonyme
1. Pursuant to a resolution of the General Meeting of Shareholders of “WELLNESS MARKET Single-Member Limited Liability Company,” which convened on August 28, 2025, the company’s share capital was increased by the amount of three million five hundred thousand euros (3,500,000.00), through a cash payment, by issuing 3,500,000 new common registered shares, with a par value of 1.00 euro each.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 15
The sole shareholder, FOURLIS HOLDING SOCIETE ANONYME, participated in the total amount of this share capital increase by exercising its preemptive right.
The above change was recorded in the General Commercial Registry (G.C.R.) on October 14, 2025 (Reg.No. 5594986), pursuant to Announcement No. 3818939/10/14/2025 issued by the G.C.R. Service of the Athens Chamber of Commerce and Industry.
2. Pursuant to a resolution of the General Meeting of Shareholders of “WELLNESS MARKET Single-Member Societe Anonyme” held on December 31, 2025, the company’s share capital was increased by one million five hundred thousand euros (1,500,000.00), through a cash payment, by issuing 1,500,000 new common registered shares, with a par value of 1.00 euro each. The sole shareholder, FOURLIS HOLDING SOCIETE ANONYME, participated in the total amount of this share capital increase by exercising its preemptive right.
The above change was recorded in the General Commercial Registry (G.C.R.) on January 15, 2026 (Reg.No. 3972781), pursuant to the announcement issued by the G.C.R. Service of the Athens Chamber of Commerce and Industry under number 5890408/ January 15, 2026, by the G.C.R. Service of the Athens Chamber of Commerce and Industry.
Following the above changes, the company’s share capital now amounts to nine million eight hundred fifty thousand euros (9,850,000.00), divided into 9,850,000 shares with a par value of 1.00 euro each, fully paid up.
D. SPORTSWEAR MARKET HELLAS S.M. LtD
Pursuant to the resolution of the Partners’ Meeting dated December 22, 2025, and Deed No. 7.371/22.12.2025 executed by Athens Notary Eleni Karkanopoulou, the company’s capital was increased by the amount of seven million five hundred sixty-three thousand nine hundred sixty euros (7,563,960.00), through the issuance of 252,132 new shares, each with a par value of thirty euros (30.00). This increase in the company’s capital was carried out in its entirety through the capitalization (set-off) of an equivalent portion of the company’s existing debt—which is not past due, not yet due, and not subject to any condition - debt of the company to “SPORTSWEAR MARKET Single-Member Societe Anonyme” (trading as “SPORTSWEAR MARKET S.A.”) arising from transactions with it (specifically: purchase of goods), and therefore all of the company’s shares issued were acquired by SPORTSWEAR MARKET S.A., which is the company’s sole shareholder.
The above change was recorded in the General Commercial Registry (G.C.R.) on January 28, 2026 (Reg.No. 5919706), pursuant to Announcement No. 3984922/28.01.2026 issued by the G.C.R. Service of the Athens Chamber of Commerce and Industry.
Following the above change, the company’s capital now amounts to seven million eight hundred thirteen thousand nine hundred eighty euros (7,813,980.00), divided into 260,466 shares, each with a par value of thirty euros (30.00), in which SPORTSWEAR MARKET S.A. holds a 100.00% stake.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 16
Ε. GENCO BULGARIA EOOD
Pursuant to a resolution of the company’s General Meeting of Shareholders held on December 12, 2025, the company’s share capital was increased by the amount of eleven million seven hundred thirty-four thousand nine hundred twenty leva (BGN 11,734,920.00), through the issuance of 1,173,492 new common registered voting shares, with a par value of ten leva (BGN 10.00) per share. The share capital increase was fully covered by the sole shareholder, “SPORTSWEAR MARKET Single-Member Joint-Stock Commercial Company” (trading as “SPORTSWEAR MARKET S.A.”), pursuant to the decision of the latter’s Board of Directors dated November 27, 2025. Following the aforementioned capital increase, the share capital amounts to thirty-one million nine hundred sixty-five thousand eight hundred ninety leva (31,965,890.00), divided into 3,196,589 shares, each with a par value of ten leva (10.00).
F. GENCO TRADE S.C. S.R.L.
Pursuant to a resolution of the company’s General Meeting of Shareholders held on 15/ December 2025, the company’s share capital was increased by the amount of fifty million five hundred eighty-seven thousand eight hundred eighty-eight lei (RON 50,587,888.00), through the issuance of 236,392 new common registered voting shares, with a par value of two hundred fourteen lei (214.00) per share. The share capital increase was carried out in its entirety through the capitalization (set-off) of an equivalent portion of the company’s existing due and payable debt to “SPORTSWEAR MARKET Single-Member Societe Anonyme” (hereinafter “SPORTSWEAR MARKET S.A.”), arising from the sale of merchandise; consequently, all of the shares issued were acquired by SPORTSWEAR MARKET S.A., an existing shareholder, in accordance with the decision of the latter’s Board of Directors dated November 27, 2025. Following the aforementioned increase, the share capital of S.C. GENCO TRADE S.R.L. amounts to one hundred eighteen million five hundred eighty-four thousand two hundred forty-eight lei (118,584, 248.00), divided into 554,132 common registered shares, with a par value of RON 214.00 per share, in which SPORTSWEAR MARKET S.A. holds a 99.10% stake and FOURLIS HOLDINGS SOCIETE ANONYME by a percentage of 0.90%.
G. WYLDES LTD
Pursuant to the ordinary resolution of the Board of Directors dated December 15, 2025, the company’s share capital was increased by a total amount of five euros (5.00), through the issuance of five (5) common shares, with a par value of one euro (1.00) and an issue price of ten thousand euros (10,000.00) for each of the aforementioned shares. The above decision was taken to capitalize the advance payments totaling fifty thousand euros (50,000.00), which had been made by the sole shareholder HOUSEMARKET S.A. earlier in the same fiscal year 2025 in exchange for a future increase in the share capital of WYLDES LTD. A total amount of euro 49,995.00 was allocated to an increase in the share premium reserve.
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Following the aforementioned increase, the company’s share capital stood at euros 7,088.00 as of December 31, 2025, divided into 7,088 common shares with a par value of euros 1.00 each, fully paid up.
It should also be noted that WYLDES LTD holds a 50% indirect stake in SOFIA SOUTH RING MALL EAD, which operates the Sofia Ring Mall shopping center, and all the funds it invests are directed toward the development and optimization of the operation of said shopping center.
The parent company, FOURLIS HOLDINGS S.A., does not have any branches.
The subsidiaries, and particularly the retail companies, have developed and continue to develop a significant network of stores both in Greece and abroad.
Retail Sale Segment of household equipment and furniture (IKEA stores):
The division currently operates a total of ten (10) stores [seven (7) in Greece, one (1) in Cyprus, and two (2) in Bulgaria]. In addition, there are three (3) IKEA Pick Up & Order Points in Greece, specifically in Rhodes, Chania, and Kalamata; one (1) Small Store in Piraeus; one (1) IKEA Shop at THE MALL in Marousi; and one (1) store in Alexandroupoli. On April 16, 2025, a new IKEA store opened in Heraklion, Crete, replacing the Pick Up & Order Point that had served the area since 2013. In Bulgaria, there are three (3) IKEA Pick Up & Order Points in Burgas, Plovdiv, and Pernik, one (1) IKEA shop in Sofia (Mall of Sofia), and one (1) IKEA shop in Veliko Tarnovo. In Cyprus (Limassol), there is one (1) Planning Studio.
In addition, there are three (3) e-commerce stores operating in Greece, Cyprus, and Bulgaria.
Sports Retailing Segment (INTERSPORT and FOOT LOCKER stores):
As of December 31, 2025, the sports retail sector comprises one hundred twenty-four (124) INTERSPORT stores [sixty-six (66) in Greece, forty (40) in Romania, twelve (12) in Bulgaria, and six (6) in Cyprus].
The INTERSPORT stores added to the network during the period January 1–December 31, 2025, are: four (4) new stores in Greece, in Ioannina (February 27, 2025), in Athens (Football Rentis) (March 20, 2025), in Heraklion, Crete (June 6, 2025), and in Thessaloniki (October 15, 2025); three (3) new stores in Romania, Store Lasi Moldova (April 17, 2025), Store Balotesti (May 19, 2025), and Store Arab Atrium (July 4, 2025), and one (1) new store opened in August 2025 in Mushanof, Bulgaria.
At the same time, e-commerce stores are operating in Greece, Romania, Cyprus, and Bulgaria.
As of December 31, 2025, the sports retail sector still has six (6) FOOT LOCKER stores in Greece, located on Ermou Street in Athens, in THE MALL ATHENS and Mediterranean Cosmos shopping centers, as well as one (1) store in Halandri, Attica, one (1) in Larissa, and one (1) in Heraklion. At the same time, the
Annual Financial Report for the period 1/1/2025 to 31/12/2025 18
group has a strong presence in Bulgaria through its three (3) FOOT LOCKER stores, which are located in prime retail locations: The Mall Sofia, Grand Mall Varna, and Galleria Burgas, while four (4) new stores began operations in Romania—Controceni, Mega Mall, Brasov on April 14, 2025, and Moldova Mall Iasi on June 23, 2025.
At the same time, e-commerce stores are operating in Greece, Romania, and Bulgaria.
HOLLAND & BARRET Stores
As of December 31, 2025, there are eleven (11) HOLLAND & BARRET stores operating in Greece and one (1) online store. In Kifissia (January 18, 2023), Glyfada (January 18, 2023), Marousi (February 13, 2023), Chalandri (November 23, 2023), Elliniko (December 15, 2023), in Nea Smyrni (12/20/2023), in Nea Ionia, Attica (5/2/2024), in Nea Erythraia, Attica (May 21, 2024), in Pylaia (May 25, 2024), and at the Athens Airport Retail Park (June 1, 2024). The new store added in 2025 is located on Mitropoleos Street in Thessaloniki (May 24, 2025).
5. Evolution of the share price
In this section we present a table showing the development of the share price of the parent company FOURLIS HOLDING SOCIETE ANONYME in the Athens Stock Exchange from 1/1/2025 to 31/12/2025 (blue line) in relation to the General Index (black line).
Annual Financial Report for the period 1/1/2025 to 31/12/2025 19
6. Stock award plans (loyalty programs)
1. A. The Extraordinary General Meeting of the Company’s shareholders “FOURLIS HOLDING S.A.” held on July 22, 2021, resolved, in accordance with the provisions of Article 113 of Law 4548/2018, to implement a Stock Option Plan (Stock Options) for senior executives of the Company and its affiliated companies within the meaning of Article 32 of Law 4308/2014, as currently in force, and authorized the Board of Directors to regulate procedural matters and details. During the program and in accordance with its terms, the Board of Directors issues share subscription rights certificates to the beneficiaries who exercised their rights and issues and delivers the shares to the aforementioned beneficiaries, thereby increasing the Company’s share capital and certifying the capital increase. These increases in share capital do not constitute amendments to the Articles of Incorporation. The Board of Directors is required, during the last month of the fiscal year in which the capital increases took place, as specified above, to amend, by resolution, the article of the Articles of Association concerning capital, so as to provide for the amount of capital resulting from the aforementioned increases, in compliance with the disclosure requirements of Article 13 of Law 4548/2018.
As part of the implementation of the aforementioned Program, 125,200 stock options (hereinafter “the Options”) were exercised during the 2025 fiscal year.
B. The Annual General Meeting of the Company’s shareholders “FOURLIS HOLDING S.A.” held on June 16, 2023, approved, in accordance with the provisions of Article 113 of Law 4548/2018, the implementation of a Stock Option Plan for senior executives of the Company and its affiliated companies within the meaning of Article 32 of Law 4308/2014, as currently in force, and authorized the Board of Directors to regulate procedural matters and details. During the program and in accordance with its terms, the Board of Directors issues share subscription certificates to the beneficiaries who have exercised their rights and issues and delivers the shares to the aforementioned beneficiaries, thereby increasing the Company’s share capital and certifying the capital increase. Such increases in share capital do not constitute amendments to the Articles of Association. The Board of Directors is required, during the last month of the fiscal year in which capital increases took place, as specified above, to amend, by resolution, the provision of the Articles of Association regarding capital, so as to specify the amount of capital resulting from the aforementioned increases, in compliance with the disclosure requirements of Article 13 of Law 4548/2018.
As part of the implementation of the above Program, 629,200 stock options (hereinafter “the Options”) were exercised during the 2025 fiscal year.
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2. By resolution of the Annual General Meeting of Shareholders of the Company “FOURLIS HOLDING S.A.” dated June 16, 2023, as amended by the resolutions of the Ordinary General Meetings of June 21, 2024, and June 20, 2025, and currently in effect, a program for the free allocation of performance stock grants (performance stock grants) to executives of the Company and its affiliated companies in accordance with Article 114 of Law 4548/2018, and the Board of Directors was authorized to regulate procedural matters and details.
Through this performance stock grant program, the company aims in particular to:
(a) The Program should incentivize and reward the implementation of the long-term business strategy and align shareholders’ interests with the Company’s long-term performance, by recognizing and rewarding long-term value creation, setting long-term performance targets, and granting shares. The Program focuses on achieving sustainable long-term performance for the Company, and the limits set forth in the Company’s Compensation Policy for executive members of the Board of Directors apply in all cases.
b) The duration of the Program must fully align with the Group’s Strategic Plan (Vision), as communicated to the investment community and shareholders, covering the period 2025–2027, setting ambitious sales targets (€750 million) and profitability (adjusted EBITDA of 8–10% of sales).
c) The targets that will be taken into account and will serve as the criteria for the achievement of the Strategic Plan for the period 2025 – 2027 (€750 million in sales and adjusted EBITDA of 8–10% of sales) must be categorized and prioritized, objectively measurable either based on published financial and non-financial data (Annual Financial Reports and Sustainability Reports) or using internationally accepted evaluation methods. The calculation of target achievement is clearly set out in the Annual Remuneration Report. The categories and weightings of the targets to be approved by the General Meeting are as follows:

Category / Objective | Gravity
A. Financial Performance | 50%
A1. Total Shareholder Return (TSR) relative to a benchmark (Relative TSR) | 25%
A2. Earnings per Share (EPS) | 25%
B. Customer Experience (CX) | 25%
C. Sustainability | 25%

The minimum threshold for achieving the targets in each category is 80%.
The targets will be quantified annually by the Board of Directors upon the recommendation of the Nomination and Compensation Committee, and performance against these targets will be evaluated annually.
(d) Identify the senior executives of the Company and its affiliated companies, their roles, and their total number in accordance with the Group’s structure, with the aim of engaging and motivating them to
Annual Financial Report for the period 1/1/2025 to 31/12/2025 21
pursue the objectives of the Group’s Strategic Plan. More specifically, in accordance with the current structure, the Program may include 33 to 40 senior executives of the Company and its affiliated companies, including the executive members of the Board of Directors, the Chief Executive Officers, and senior executives who report directly to the Chief Executive Officers.
The performance stock grant program will be implemented in four (4) annual tranches, with a maximum number of free stock options granted for each tranche as set forth in the table below, and with the Board of Directors having the option to decide to carry forward up to 15% of the stock grants to be awarded under Article 114 of Law 4548/2018 from the First, Second and Third Series of the aforementioned Program to subsequent Series.

Series | Date of award of free shares based on performance (article 114 of Law 4548/2018) | Mandatory shareholding period based on performance (lock up period) | Maximum number of shares based on Series performance
First Row | 4/2024 | Two (2) years from the date of award. | 433,333 with the possibility of transferring up to 65,000 shares to the next Series.
Second Series | 4/2025 | Three (3) years from the date of award. | 433,333 with the possibility of transferring up to 65,000 shares to the next Series.
Third Series | 4/2026 | Three (3) years from the date of award. | 216,667 plus any carry-over shares of previous Series, with the possibility of transferring up to 32,500 shares to the next Series.
Fourth Row | 4/2027 | Three (3) years from the date of award. | 216,667 plus any transferred shares of previous Series.
MAXIMUM NUMBER OF PROGRAM SHARES | 1,300,000

There is a three-year lock-up period starting from the date of grant of the Second, Third, and Fourth Series, in order to ensure the long-term commitment and dedication of the eligible executives to the objectives of the Strategic Plan.
Only selected senior executives of the Company and its affiliates are eligible to participate, including the executive members of the Board of Directors, the Chief Executive Officers and senior executives who report directly to the Chief Executive Officers and hold positions of responsibility for the day-to-day operations and strategic development of the Group’s companies in accordance with its current organizational structure, specifically 33 to 40 senior executives who will be selected for each Cohort of the Program at the reasonable discretion of the Board of Directors, taking into account their contribution to the achievement of the FOURLIS Group’s strategic plans for the period 2025 – 2027 (Vision) by setting ambitious sales targets (€750 million) and profitability targets (adjusted EBITDA of 8–10% of sales). Specifically with regard to the Third and Fourth Series of the Program, the following objectives will be
Annual Financial Report for the period 1/1/2025 to 31/12/2025 22
taken into account when evaluating the contribution of senior executives of the Company and its affiliates, divided into three categories, with the corresponding weighting factors:

Category / Objective | Gravity
A. Financial Performance | 50%
A1. Total Shareholder Return (TSR) relative to a benchmark (Relative TSR) 1 | 25%
A2. Earnings per Share (EPS) 2 | 25%
B. Customer Experience (CX) 3 | 25%
C. Sustainability 4 | 25%

1 Total Shareholder Return (TSR): The metric that measures a stock’s return over a specific time period (in this case, the annual period corresponding to a specific annual Series of the Program) and demonstrates the total benefit a shareholder derives from a stock. It includes both capital gains and dividends received by the shareholder. It is calculated as the percentage change (%) from (a) the Company’s share price at the end of the previous year (starting price) to (b) the share price at the end of the current year, increased by the sum of dividends per share or by any other distribution made to shareholders (e.g., distribution of bonus shares, capital repayment, etc.) during the same period (expiration price).
In order to smooth out volatility in the event of circumstances beyond management’s control (e.g., geopolitically driven fluctuations), the TRS formula will be calculated as follows in such cases: TSR is defined as the percentage change (%) from (a) the average price of the Company’s share during the month of December of the previous year (starting price) to (b) the average price of the share during the month of December of the current year, adjusted by the sum of dividends per share or any other distribution made to shareholders (e.g., distribution of bonus shares, capital repayment, etc.) during the same period (closing price).
Selection of the Benchmark Index
The Company’s performance based on TSR will be evaluated either:
• against a relevant stock market index, such as the FTSE/ATHEX Consumer Discretionary Index or the FTSE/ATHEX Mid Cap Index, or
• against a group of listed companies in the retail and consumer goods sectors.
The selection of the benchmark (index or group of companies) will be made by the Board of Directors and will remain fixed for the duration of the period, subject to reasonable adjustments in the event of delistings, mergers, or other significant corporate actions.
Vesting Criteria
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Vesting of the portion of the plan based on TSR will depend on the Company’s relative performance against the selected benchmark, based on a scale to be approved by the Board of Directors. This scale may be structured as follows:
• Percentile ranking within the comparison group, or
• Percentage point outperformance relative to the selected stock market index.
In any case, the grant of the award is contingent upon the achievement of a minimum acceptable performance level, which will be determined by the Board of Directors.
Discretion and Adjustments
The Board of Directors reserves the right to adjust the peer group, the methodology, or the outcome of the assessment, with the aim of ensuring fair application and avoiding undesirable results due to extraordinary or non-recurring events. The peer group shall remain stable throughout the measurement period, subject to reasonable adjustments in the event of delistings, mergers, or other significant corporate actions.
2 Earnings per Share (EPS): A measure of the Company’s profitability, calculated by dividing the Company’s net income by the total number of shares outstanding, excluding treasury shares. For the purposes of the Program, earnings arising from real estate revaluations are excluded (Earnings per Share excl. real estate revaluations).
3 Customer Experience (CX): Customer experience is measured using internationally accepted methodologies and key performance indicators (KPIs) designed to assess customer satisfaction and loyalty. The FOURLIS Group uses, for example: a) the “Happy Customer” methodology to evaluate Customer Experience in the Home Furnishings and Furniture Retail Sector (IKEA stores), and b) to evaluate the Customer Experience in the Sports Goods Retail Sector (INTERSPORT and FOOT LOCKER stores) using the “Net Promoter Score (NPS)” methodology, which measures the likelihood that customers will recommend the business to others.
4 Sustainability: To measure this indicator, the targets published in the Annual Sustainability Report in accordance with the CSRD are taken into account, as well as employee engagement, which is measured through employee satisfaction surveys.
The duration of the Program is sixty (60) months, beginning in March 2024.
To implement the Program and in accordance with its terms, the Company will carry out capital increases for the purpose of issuing new shares to be delivered to the beneficiaries. For these increases, the Company has the option, pursuant to Article 114(2) of Law 4548/2018, either to allocate treasury shares acquired or already held in accordance with paragraph 49 of the same law, or to issue new shares through the capitalization of undistributed profits, distributable reserves, or the share premium account.
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By a decision of the Board of Directors dated April 7, 2025, the beneficiaries of the Second Series of the Program were designated based on the March 28, 2025 proposal of the Nomination and Compensation Committee, to whom 381,783 rights to free common voting shares (stock grants).
Pursuant to a resolution of the company’s Annual General Meeting of Shareholders held on June 20, 2025, an increase in the share capital by the amount of three hundred eighty-one thousand seven hundred eighty-three euros (381,783.00), through the capitalization of an equivalent portion of distributable reserves (specifically: an amount of EUR 381,783.00 from the share premium reserve).
It should be noted that the total number of performance-based shares that may be granted under the Performance Stock Grant Program (performance stock grants) approved and implemented by resolution of the Annual General Meeting of June 16, 2023, as proposed to be amended by the Annual General Meeting of June 20, 2025, and have not been granted, corresponded on June 20, 2025 (date of the 2025 Annual General Meeting) to 1.80% of the Company’s share capital (excluding any treasury shares held by the Company).
7. Information on the expected development of the Group
During the 2025 fiscal year, the Group continued its growth trajectory in its core business segments while making investments, including the acquisition of Foot Locker’s operations in Greece and Romania.
The sector in which the Fourlis Group operates is directly affected by economic conditions in Greece and Southeast Europe, regions where challenges persist but so do growth opportunities. This necessitates the continuous monitoring of macroeconomic and geopolitical developments and the flexible adaptation of business strategy with the aim of sustaining growth and strengthening its operations..
The Greek economy has entered a steady growth trajectory, with GDP growth projected at 2.1% in 2025 and 2.2% in 2026, according to the European Commission. This positive momentum is driven by continued growth in consumption and significant investments funded by the Recovery and Resilience Facility (RRF). The Bank of Greece confirms a similar outlook, forecasting steady growth of around 2.1% for the 2025–2027 period, driven by private consumption, investment, and exports. Meanwhile, the OECD forecasts 2.1% growth for 2026, highlighting the positive impact of the RRF and the increase in disposable income.
A key factor is the upgrade of Greece’s credit rating by international agencies (S&P, Moody’s), which contributes to improving the investment climate and strengthening financial stability. These developments bolster the investment climate and create a more favorable environment for the Group’s companies, to implement their strategic plans for 2026 in order to deliver even greater value to their consumers and enhance their competitiveness in a recovering market.
Despite the clear improvement in several economic indicators, uncertainty in the international environment remains high, as geopolitical tensions and global macroeconomic shifts continue to create an unstable environment.
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The ongoing conflicts in Ukraine and tensions in the Middle East, including recent developments in Iran, are directly affecting the supply of energy and raw materials, driving up costs and causing disruptions in the supply chain, which lead to inflationary pressures.
At the same time, the revision of the long-term outlook for the economies of China and the United States is creating additional uncertainty in international markets.
Overall, the international environment remains uncertain, with significant impacts on energy prices, transportation costs, raw material availability, and financing conditions. These factors are increasing volatility and necessitate closer monitoring of developments and flexible adaptation of business strategies. Businesses are called upon to adapt strategically and strengthen their resilience to maintain their competitiveness in this uncertain global competitive environment.
The Group has investments primarily in Greece, and to a lesser extent in Bulgaria, Romania, and Cyprus; as a result, it may be affected by external factors such as political instability, economic fluctuations, and changes in the tax regimes of the countries where it operates. At the macroeconomic level, and specifically with regard to Greece, the cost of government borrowing has improved significantly in recent years and is now converging with the corresponding levels of other Eurozone economies, such as Spain and France.
Despite the constantly changing environment and the uncertainty surrounding 2026, the Group is on track to implement key initiatives that are part of its strategy.
More specifically, in the "sports retail" sector, the acquisition of Foot Locker’s operations in Greece and Romania was completed in April 2025, marking a significant milestone in its strategic partnership with Foot Locker. The acquisition includes the transfer of three existing Foot Locker stores and its online store in Greece, as well as three existing Foot Locker stores in Romania, which are now operated under the management of the FOURLIS Group.
The acquisition is part of the licensing agreements signed between the FOURLIS Group and Foot Locker in August 2024, under which the Group holds the exclusive rights to develop the Foot Locker store network in eight countries in Eastern Eastern Europe: Greece, Romania, Bulgaria, Cyprus, Slovenia, Croatia, Bosnia & Herzegovina, and Montenegro. The acquired business will contribute positively to the Group’s consolidated revenue and operating profit (EBITDA) for the 2026 fiscal year. At the same time, the Company continues to invest with the aim of opening, within 2026, ten (10) new stores in Greece and two (2) new stores in Bulgaria.
In addition, through its subsidiary SPORTSWEAR MARKET S.A., the Group plans to open two (2) INTERSPORT stores in the first half of 2026, one (1) in Greece and one (1) in Bulgaria.
Over the next five years, the Group aims for high levels of growth in this sector, as there is increasing demand for lifestyle products and athletic footwear.
In the "retail sale of household goods and furniture" sector by 2026, according to IKEA’s store network optimization and expansion plan, the conversion of the stores in Rhodes, Limassol, Cyprus, and Plovdiv, Bulgaria, from PuoP to small stores, while there are plans to open one (1) new store in Corfu by the end
Annual Financial Report for the period 1/1/2025 to 31/12/2025 26
of 2026. IKEA’s flexible expansion model also includes “next-generation stores of approximately 2,000 square meters.”
It should also be noted that, in accordance with the Group’s strategic plan, a new IKEA store is expected to be developed in Elliniko, Attica, which is projected to open in 2029.
The Group’s “HOLLAND & BARRETT” franchise continues its upward trajectory, demonstrating promising performance. The Group’s management believes in the growing prospects of the health and wellness sector and is preparing to capitalize on this development.
Management’s focus on leveraging synergies within the Group will continue into the first half of 2026. “Integrity,” “Mutual Respect,” and “Effectiveness” remain the values through which the Group seeks to achieve its goals.
8. Main risks and uncertainties faced by the Group
The Risk Management is fully carried out by the Finance Department, which operates according to specific rules set by the Board of Directors.
The Group has adopted the "Enterprise Risk Management" (ERM) methodology which facilitates and enables the organization to identify, assess and manage risks through a structured approach. The methodology is based on the COSO (Committee of Sponsoring Organizations of the Treadway Commission) ERM framework, which provides guidance on how to integrate ERM practices and captures the principles of their implementation. In this context, risks were identified and assessed and recorded in the Group's Risk Register.
More specifically, the categories of risks are: Profitability & Liquidity, Reputation & Ethics, Regulatory Compliance, Strategy, Customers, Sustainability, People, Health & Safety, Growth & Competition, Technology & Information Security and Operations. The most significant risks identified for the Group are:
•Risk related to the Sustainability category: The potential for non-alignment of the business strategy with ESG (Environmental, Social and Corporate Governance) obligations such as Climate & Sustainability and corporate governance expectations and the associated impact on the Group's financial results and reputation.
•Risk related to the Sustainability category: The possibility of an increase in energy prices for any reason would have a negative impact on the Group's financial indicators.
•Risk related to the category People, Health and Safety: The likelihood of difficulties in attracting, developing (including training) and retaining the required skills and talent (including new skills in digital technologies) and the associated impact on the Group's performance.
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•Risk related to the Strategy category: The likelihood of failure to clearly define the strategy and align it with the business objectives and the associated impact on the Group's growth.
•Risk related to the Strategy category: The likelihood of failure to adopt cutting-edge technology / alignment of IT strategy with business strategy and new business models and the related impact on the Group's reputation and revenues.
•Risk related to the Profitability and Liquidity category: The possibility of ineffective liquidity management, as well as the unclear liquidity strategy and the related impact on the Group's earnings and liquidity.
•Risk related to the Profitability and Liquidity category: The likelihood of adverse global macroeconomic events and the related impact on the Group's earnings
•Risk related to the Development & Competition category: The likelihood of new competitors (e-shop or physical stores) and the relative impact on the loss of market share.
•Risk related to the Development & Competition category: The possibility of entering international digital marketplaces and the related impact on the loss of market share.
•Risk related to the category Information Systems Technology and Security: The potential high cost of information systems platforms and the adverse effects on the Group's profits.
•Risk related to the category Technology and Information Systems Technology and Security: The possibility of a cyber-attack and the related impact on the Group's profits, performance and reputation.
•Risk related to the Operations category: The possibility of mismanagement of inventories and the related impact on the Group's performance and revenues
•Risk related to the Customers category: The likelihood of not meeting customer quality expectations and the associated impact on loss of reputation and market share.
•Risk related to the Regulatory Compliance category: The possible absence of policies and procedures to prevent incidents such as corruption, harassment, human rights, child labour, diversity, inclusion and discrimination issues.
The Board of Directors shall provide written instructions and guidelines for the general management of risk as well as specific instructions for the management of specific risks, such as foreign exchange risk and interest rate risk
A) Financial Risk Management
The Group is exposed to financial risks such as currency risk, interest rate risk and liquidity risk. The Financial Management identifies, assesses and hedges financial risks in cooperation with the Group's subsidiaries.
Foreign Exchange Risks:
The Group is exposed to foreign exchange risks arising from commercial transactions in foreign currencies (RON, USD, SEK) with suppliers that invoice the Group in currencies other than the local
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currency. The Group, in order to minimise foreign exchange risks according to its needs, assesses the need for foreign exchange pre-purchases.
Interest rate and liquidity risks:
The Group is exposed to cash flow risks that, due to a possible future change in floating interest rates, may positively or negatively vary the cash inflows and/or outflows associated with the Group's assets and/or liabilities.
Liquidity risk is kept low by maintaining adequate bank credit limits and significant cash reserves. The Group also uses derivative financial products (Forward Interest Rate Swaps) to manage these risks.
Property price and rental price risk:
The Group is exposed to real estate price and rental risks in relation to the possibility of a decrease in the market value of the properties and/or rental payments, which may result from developments in the real estate market in which the Group operates, the general conditions of the Greek and international macroeconomic environment, the characteristics of the properties in the Group's portfolio and events concerning the Group's existing lessees.
In order to reduce price risk, the Group ensures that it selects properties that enjoy excellent geographical location and visibility and in areas that are sufficiently commercial to reduce its exposure to this risk. It seeks to enter into long-term operating leases with lessees of high creditworthiness, which provide for annual adjustments of rents linked to the Consumer Price Index, while in the event of negative inflation there is no negative impact on rents.
Risk from the energy crisis and inflationary pressures:
The Group is closely monitoring developments related to the energy crisis and inflationary pressures in order to adapt to the specific circumstances that arise. It complies with the official guidelines issued by the relevant authorities for the operation of its physical stores and headquarters in the countries where it operates. It complies with the current legislation and continues trading in physical stores in accordance with the instructions.
Energy costs for the operation of the Group’s stores and warehouses are affected by the significant increases observed internationally; however, they account for a relatively small portion of the Group’s operating costs. As part of its risk management policy, the Group evaluates energy risk hedging options to reduce volatility and ensure predictability in its energy expenses.
The Group continues to make carefully selected investments in both retail sectors in which it operates.
With regard to developments in Ukraine and the Middle East, the Group states that it has no subsidiaries, parent companies, or affiliates based in Russia, Ukraine, or the Middle East, nor does it have any significant transactions with related parties from those countries. Furthermore, the Group declares that it has no significant customers, suppliers, subcontractors, or partners from Russia, Ukraine, or the Middle East. The Group states that it does not maintain accounts with or have loans from Russian banks. Management is closely monitoring developments and is prepared to take all necessary measures to
Annual Financial Report for the period 1/1/2025 to 31/12/2025 29
address any potential consequences for its operations.
B) Non-financial risks:
Parallel to the financial risks, the Group also focuses on non-financial risks related to specific issues that have been identified as material in the context of sustainable development. These issues relate to full compliance with legislation and the implementation of corporate governance policies, human resources, the environmental impact of companies' activities, the supply chain and the evolution of companies in the context of the market in which they operate. The Risk Management is based on the definition of objective purposes based on which the most significant events that may affect the Company are identified, the relevant risks are assessed and the Company's response to them is decided.
C) Important Legal Proceedings
There are no litigious cases whose outcome may have a significant impact on the Annual Financial Statements of the Group or the Company for the financial year from 1/1 to 31/12/2025.
9. Selected alternative performance measurement indicators
The FOURLIS Group has adopted the Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) as an Alternative Performance Measurement Indicator (APMI). Starting from the first quarter of 2025, the Group introduce the adjusted EBITDA metric (excluding the accounting effects of IFRS 16), an alternative profitability measure designed to provide a clearer representation of operating performance, while the EBITDA (OPR) metric will be discontinued. Adjusted EBITDA represents earnings before interest, taxes, and depreciation, adjusted to exclude the accounting effects related to leases under IFRS 16. The metric reinstates lease expenses in its calculation, providing a clearer view of the Group’s profitability and cost structure, independent of their accounting treatment.
Definition of EBITDA - Earnings Before Interest, Taxes, Depreciation & Amortization & Impairment = Earnings before taxes +/- Financial and investment results (Total financial expenses + Total financial income + Share in the losses of associated companies) + Total depreciation/amortisation/impairment (tangible, intangible assets and right-of-use assets).
Definition of EBITDA (adjusted) - Earnings Before Interest, Taxes, Depreciation & Amortization & Impairment, included lease expenses under IFRS 16: = Profit before tax +/- Financial and investment results (Total finance costs + Total finance income + Share in losses of associates) + Total depreciation/amortisation/impairment (tangible, intangible assets and right-of-use assets) + Lease expenses (IFRS 16).
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The most directly correlated fund item with the specific APMI (EBITDA) is the operating profit (EBIT) and the depreciation/amortisation/impairment. The Operating profits are presented in the line of the Income Statement and depreciation/amortisation/impairment is presented in total in the line of the Cash Flow Statement.
In more detail, the agreement of the selected APMI with the Group's financial statements for the corresponding period is as follows:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 31
Please note that for lease expenses included in adjusted EBITDA, the amounts for fiscal year 2024 have been adjusted to ensure consistency and comparability with the corresponding figures for the current period.
SUSTAINABILITY STATEMENT FOR THE FISCAL YEAR 2025 Group “FOURLIS Holdings S.A.”
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10.1 General information:
10.1.1 Reporting Principles
10.1.1.1 Sustainability statement reporting principles
Basic Information
{ESRS ESRS-BP1-5 / GRI 2-2}
The parent company “FOURLIS HOLDINGS SA” (hereinafter the “Company”), along with its direct and indirect subsidiaries, form the FOURLIS Group (hereinafter the “Group”), which operates in the retail trading of home furniture and household goods (IKEA stores), in the retail trading of sporting goods (INTERSPORT and Foot Locker stores) and in the retail trading of health and wellness goods (Holland & Barrett stores). The report covers the entire Group, including the parent company Fourlis Holdings S.A. and all companies in which the Group directly or indirectly holds more than 50% of the voting rights.
The Sustainability Statement has been prepared on a consolidated basis and the scope of consolidation is the same as in the financial statements. The direct and indirect subsidiaries of the Group, included in the consolidated financial statements for the year 2025 by industry and country of operation, are described in section 1.2 "Scope of business" of the annual financial report for the financial year 2025.
In the Sustainability Statement, the report focuses on the Group's retail companies and does not include Trade Estates S.A., as its shareholding in the company fell below 50% on 05/02/2025, resulting in its deconsolidation. Apart from Trade Estates SA, there are no other subsidiaries that are excluded from the consolidation of the Sustainability Statement.
The Sustainability Report is published annually. The reporting period coincides with that of financial reporting period, i.e. the financial period from 1 January 2025 to 31 December 2025.
This report includes information on the material impacts, risks and opportunities associated with the company through its direct and indirect business relationships up and/or down the value chain in sections 10.2.2, 10.2.3, 10.3.1, 10.3.2, 10.3.3, 10.3.3, 10.4.1.
Basis for preparation of the statement
{ESRS ESRS2-BP2-9-10-15-16}
Fourlis Group is bound by the EU’s Corporate Sustainability Reporting Directive (CSRD) and its reporting requirements, which have guided the content and structure of this 2025 report. At the same time, it incorporates the metrics of the Athens Exchange ESG Reporting Guide, published in 2024 and GRI
Annual Financial Report for the period 1/1/2025 to 31/12/2025 34
metrics, published in 2021. It also complies with the requirements of the Financial Reporting Law for the submission of non-financial information in accordance with the EU's Non-Financial Reporting Directive (NFRD) and the Greek Law No.5164/2024 regarding the incorporation of the CSRD Directive on corporate sustainability reports.
The sustainability matters and key figures in this report are based on the double materiality assessment of the Fourlis Group. In the context of the 2025 procedure, the materiality assessment was updated to ensure that material issues and related disclosure requirements remain relevant to the activities and stakeholders of the Group. The updated assessment and corresponding material topics were adopted in 2025 and form the basis of the disclosures in this report, in accordance with the requirements of the European Sustainability Reporting Standards (ESRS). More information on the double materiality
assessment and its results is provided in the section
10.1.2 Double materiality assessment
.
The timeline used by the Group to assess impacts, risks, opportunities and targets are determined in accordance with the intervals provided in accordance with ESRS standards (ESRS1) and are divided into short term (less than one year), medium term (1-5 years) and long term (more than five years) objectives.
The metrics and indicators presented in this report cover all of the Group's activities, as defined in the Key Information of this section (10.1.1.1). For each thematic section, readers can refer to the specific sub-section "Reporting Principles for Metrics", which clarifies the scope of the data. In cases where a specific metric is not applicable to all activities, clarification is provided in the relevant sub-section and in the description of the indicator/target. The 'Reporting Principles for Metrics' sub-sections of each theme also provide guidance on data sources, uncertainty, any omissions, changes in relation to previous periods and the level of accuracy, ensuring transparency and comparability of the reported information.
While the majority of the metrics focus mainly on the Group's own operations, some indicators extend to the overall value chain. The Group is committed to expanding its metrics and mapping its activities in order to implement targeted actions not only in its own operations, but also across its entire value chain.
During the reporting year, changes occurred in the availability and completeness of waste‑related data, resulting in the revision of the previous year’s comparative figures. A detailed justification of the change and the applied methodology is presented in the section “Reporting Principles for Metrics – 10.2.3.5 Performance indicators/Metrics.”
The Fourlis Group has a total of 4586 employees and therefore, the exemption for entities or groups with fewer than 750 employees under Appendix C of ESRS 1 does not apply.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 35
Risk management and internal control over sustainability reporting
{ESRS ESRS2-GOV5-34-35-36 / GRI 2-14}
Fourlis Group integrates risk management and internal control into the sustainability reporting process through an integrated Internal Control System (ICS), a clear sustainability strategy and policy, and through the due diligence process. In addition, a process has been established for the preparation, approval and submission of the Report, which includes planning and time schedule, double materiality assessment, ESG data collection and verification, alignment with ESRS standards, internal and external audit (limited assurance), and final approval by the Board of Directors following a recommendation from the Sustainability Committee.
The ICS focuses on risk management, assessing compliance with regulatory requirements and ensuring the effectiveness of sustainability reporting processes. Internal Control ensures that the timing for the provision of information is correct and the integrity of the source of the data, while the integrity, accuracy and correctness of the data are verified through external assurance after the completion of the Sustainability Report.
In the context of corporate governance, the Group consistently applies a dual reporting process:
(a) prior to the start of the preparation of the Report, through a scheduled report to the Sustainability Committee, the Audit Committee and the Board of Directors, for the purpose of planning, scheduling and defining requirements; and
(b) after the completion of the Report and during its audit, by means of a second report to the same organs presenting the results, findings, improvement points and the overall assurance process.
In the process of preparing and submitting the Annual Sustainability Report, the Fourlis Group acknowledges that risks may arise that affect the qualitative characteristics of the information, such as relevance, comparability, reliability, faithful presentation, verifiability and clarity of the disclosed data. Indicatively, there is a risk of providing information that does not accurately reflect the material aspects of the activity, a risk of inconsistency or non-comparability of data between periods, a risk of errors in the collection or processing of information that could affect its reliability and faithful presentation, and a risk of inadequate documentation that would reduce the verifiability and clarity of the content of the Report.
In order to address the above risks, the Group applies specific control and quality assurance mechanisms during the process of preparing the Sustainability Report, such as:
•Determination of a project team and a detailed time schedule, in alignment with the time schedule for the preparation of the Annual Financial Report, to ensure the timely and comprehensive collection of all required information.
•Use of the specialized platform for the pilot and gradual standardized ESG data collection, accompanied by the provision of instructions and training to all Group companies, in order to improve the reliability,
Annual Financial Report for the period 1/1/2025 to 31/12/2025 36
verifiability and comparability of the information. The platform is in pilot operation in the reporting year and will be used in the next financial year.
•Continuous comparison of data with those of previous years to identify discrepancies, errors or inconsistencies, in order to enhance comparability and the faithful presentation of data.
•Alignment with ESRS standards, ensuring that content is relevant, clear and meeting regulatory requirements.
•Internal quality control before the completion of the Report and external limited assurance, enhancing the verifiability and reliability of the information disclosed.
•Documentation of all sources, assumptions and methodologies to enhance the clarity and full understanding of the published data by stakeholders.
10.1.1.2 Composition and diversity of the administrative, management and supervisory bodies
{ESRS ESRS2-GOV1-21,a,c,d,e, GOV1-20 / GRI 2-9 / ATHEX ESG C-G1}
The Board of Directors is the highest governance body that oversees sustainability across the Group. On 31/12/2025, the Board of Directors consists of nine members, with independent members constituting the majority at 56% (five out of nine). The gender representation on the Board of Directors is balanced, with 44% women and 56% men. In addition, the executive members represent 44% of the Board of Directors, with four out of nine members holding executive roles and five members holding non-executive roles.
To further strengthen the governance of sustainability-related issues, a Sustainability Committee of the Board of Directors, consisting of two executive members and one independent member, was established on 25 November 2024. As part of its operation, the Sustainability Committee makes regular presentations to the Board of Directors on the progress of the Group's sustainability actions, risks and opportunities, ensuring continuous supervision and information on ESG issues. In addition, the Group works with qualified external consultants who provide regular updates and technical guidance to Committee members and the management, supporting alignment with ESRS standards and corporate sustainability best practices.
The Group does not have employee representation on the Board of Directors; however, the Fourlis Group acknowledges the importance of employee participation in governance and is considering the possibility of integrating employee representation on the BoD as part of its strategic planning for the next five years.
The knowledge, experience and skills of the Board of Directors and the Sustainability Committee are listed in the detailed CVs of the members of the BoD and senior executives on the Fourlis Group website (
Board of Directors - fourlis.gr
&
Executive Officers - fourlis.gr
).
Annual Financial Report for the period 1/1/2025 to 31/12/2025 37
10.1.1.2 Board of Directors and Sustainability Committee of the Board of Directors
{ESRS ESRS2-GOV1-22, GOV2-26 / GRI 2-9, GRI 2-12, GRI 2-13, GRI 2-14, GRI 2-16}
The Board of Directors of the Fourlis Group is the highest management body overseeing sustainability and is responsible for approving the relevant policies, strategies and control activities (safeguards). At the same time, the three-member Sustainability Committee of the Board of Directors, chaired by the Group's Director of Sustainability and Social Responsibility, supports the Board of Directors in its duties regarding the oversight of sustainability-related impacts, risks and opportunities.
Fourlis Group has established a clear Sustainable Development Policy and Strategy. The Sustainability and Social Responsibility Department is responsible for designing the Group's sustainability strategy, ensuring its implementation and monitoring compliance with the relevant policies, procedures, practices and programs. It also coordinates the Group's subsidiaries in initiatives and actions related to sustainability.
As part of its commitment to continuous improvement, the Fourlis Group is conducting a double materiality assessment to improve its approach to sustainability and corporate responsibility. Regarding the significant issues identified, a due diligence process is applied to assess the significant impacts, risks and opportunities.
The oversight exercised by the Board of Directors through the Sustainability Committee ensures that sustainability-related considerations are integrated into the decision-making process. This approach aims to balance business objectives with environmental and social commitments, contributing to the Group's long-term resilience and responsible growth. The Committee is informed twice a year on the implementation of the due diligence procedures, as well as on the effectiveness of the Group's policies, actions, metrics and objectives. In addition, the Risk Management Unit monitors and reports to the Board of Directors on the sustainability risks of business activities 4 times annually. This information allows the Board of Directors to make informed decisions on the Group's sustainability strategy.
During the reporting period, the Board of Directors, upon recommendation of the Group's Corporate Governance Department, reviewed significant impact and risk issues from the Group's existing Risk Register related to the Sustainability category listed below:
•The potential of non-compliance with the relevant sustainability agenda imposed by EU or local regulations and/or corporate policy and the associated impact on profits and reputation.
•The potential of maintaining an ineffective CSR strategy and the associated impact on profits and reputation
•The potential of inadequate protection of staff and assets from hazardous incidents and the associated impact on reputation.
•The likelihood of unethical business practices and the associated impact on reputation and profits
•The likelihood of human rights violations, e.g. discrimination/unequal opportunities and treatment, and the associated impact on reputation and profits.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 38
•The potential failure to meet corporate social responsibilities and the associated impact on reputation and growth.
•The potential failure to maintain an effective succession plan and the inability to attract and retain top talent and the associated impact on performance and growth.
•The potential for non-alignment of the business strategy with ESG (Environmental, Social and Corporate Governance) obligations such as Climate & Sustainability and corporate governance expectations and the associated impact on the Group's financial results and reputation.
•The potential of climate change, natural disasters and increasingly extreme weather conditions and the associated impact on growth, profitability and reputation.
•The potential of implementing a greenhouse gas (GHG) elimination action plan that is not aligned with international targets or any scientific sources (e.g. SBTi, IPCC, etc.) will increase the risk of non-compliance.
•The likelihood of an increase in energy prices for any reason would have a negative impact on the Group's financial indicators.
The findings of the updated double materiality assessment performed in 2025 were reviewed in relation to the Group's existing Risk Register. The audit found that the new risks and opportunities identified through the validation process are already covered by existing recorded risks. As a result, no new sustainability risks were required to be added for the year 2025 and the current risk list remains unchanged.
10.1.1.2 Sustainability Due diligence process and Sustainability Working Groups
{ESRS ESRS2-GOV4}
The Fourlis Group's due diligence process for sustainability matters is structured in four key stages: identification, assessment, management and monitoring of risks, opportunities and impacts across its operations and value chain. The process starts with a double materiality assessment, mapping the value chain and collecting data from internal and external sources. Identified sustainability risks and opportunities are then assessed based on their magnitude and likelihood, aligned with international standards such as the European Sustainability Reporting Standards (ESRS). Following this assessment, the Group is implementing mitigation strategies by taking relevant measures and developing targeted programs in areas such as investment in sustainable technologies and stakeholder engagement. The effectiveness of these measures is continuously tracked through KPIs/KRIs, quarterly progress reports to the Board and periodic reviews to align with evolving regulatory and business requirements.
The governance and oversight of this process is ensured through multiple sustainability teams/working groups. The Sustainability Committee of the Board of Directors oversees the implementation of due diligence, while the Sustainability Working Group, consisting of representatives of the Group's companies, is responsible for the development and monitoring of sustainability initiatives under the supervision and guidance of the Group's Sustainable Development and Social Responsibility Department.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 39
The Sustainability Working Group meets whenever the need arises to assess progress on actions, ensure alignment with sustainability goals and implement corrective actions when necessary.
The Group's Procurement and Corporate Governance Department is responsible for the annual Sustainability Reports. Sustainability data is collected through a specialised ESG platform, which allows automated indicators tracking, data management and the creation of the Sustainability Report. At the same time, employees participate in training programs to enhance the Group's sustainability know-how. The full mapping of the due diligence process and its integration into the Group's Sustainability Statement is reflected in the structured governance framework, reporting mechanisms and ongoing engagement with stakeholders.
10.1.1.2 Integration of sustainability-related performance incentive schemes
{ESRS ESRS2-GOV3-27,28,29 / GRI 2-19, GRI 2-20}
The Group applies a Remuneration Policy for the members of the Board of Directors, remunerating both executive and non-executive members, as well as for its Executive Officers (Directors). The policy is based on the principle of fair and reasonable remuneration, taking into account the level of responsibility, knowledge and experience required for the performance of their duties. At the same time, it ensures that remuneration is aligned with the Group's short and long-term business plan, while maintaining the ability to create value for customers, shareholders, employees and the economies of the countries in which it operates.
The Remuneration Policy for the executive members of the Board of Directors has been designed to support the business strategy and long-term interests of the Group, as well as its sustainability. The Nomination and Remuneration Committee is regularly updated on recommendration structure, practices in place and market trends, and recommends relevant adjustments to the Board of Directors.
The Nomination and Remuneration Committee recommends to the Board of Directors the objectives, the evaluation criteria and the overall structure of the incentive schemes. The Board of Directors is the body responsible for the final approval, updating and implementation of the terms of the LTI Program and the Remuneration Policy.
The Group has incorporated sustainability performance into the incentive schemes of the top management through the approved Performance Stock Grant Scheme. The Program links 25% of the performance criteria to sustainability targets, which include targets published in the Annual Sustainability Report (CSRD) and employee engagement indicators. These incentives apply to executive members of the Board of Directors and senior managers (executive officers) and are only awarded upon achievement of predefined ESG KPIs.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 40
10.1.1.2 Strategy, business model and value chain
{ESRS ESRS2-SBM1- 38,39,40,42 / GRI 2-6}
Fourlis Group is a dynamic player in the retail sector in South East Europe, developing a diversified business model based on exclusive franchise and licensing agreements with internationally recognized brands such as IKEA, INTERSPORT, Foot Locker and Holland & Barrett. Through these partnerships, the Group ensures a strong geographic presence, a diversified product portfolio and high levels of customer experience.
The Group's strategy focuses on omnichannel growth, integrating physical stores and online stores, enhancing accessibility and personalized service. At the same time, it invests in infrastructure and technologies that support the scaling of its activities at regional level.
Supply chain management is a critical element of the Group's business model. Through its subsidiary Trade Logistics and partnerships with external transport and logistics service providers, the Group ensures integrated warehousing, distribution and last-mile service solutions.
Fourlis Group derives revenues from diversified sources, forming a resilient and multi-dimensional business model. Its main source of revenue constitutes the retail sales through physical and digital stores in home furnishing, sporting goods and health & wellness sectors, under exclusive franchise and licensing agreements with the international brands it represents in Southeast Europe. In addition, the Group generates revenue from supply chain services through its subsidiary Trade Logistics, as well as from strategic holdings in the real estate sector, such as Trade Estates SA and the Sofia South Ring Mall.
In addition to trading and logistics activities, the Group also develops centralised corporate functions (shared services), such as corporate governance, financial management, IT, human resources and procurement. These functions support all Group companies and contribute to the operational coherence and efficiency of the business model.
The Group's value chain extends from international suppliers and brand owners, to warehousing and distribution operations, to physical and digital points of sale and after-sales services. At all stages, the Group assesses and manages its potential and actual impacts on environmental and social issues, as well as the related risks and opportunities.
The Group is integrating sustainability into its strategy, recognising future challenges such as volatility in the macroeconomic environment and consumer spending, increases in energy and transport costs, supply chain disruptions, climate change impacts on infrastructure, accelerated digital transformation, increased consumer expectations for responsible products and a more stringent ESG regulatory framework. As part of this commitment, the Group conducts a dual materiality assessment to identify and address significant sustainability risks and opportunities, incorporating them into its strategic planning and due diligence processes.
In section 5. "Operating segments" of the annual financial report presents the analysis of the Fourlis Group's total revenues for the reporting year 2025, by operating segment in accordance with the requirements of IFRS 8 "Operating segments".
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Value chain
Fourlis Group's upstream activities include the supply of household equipment and furniture, sporting goods and health and wellness products. The household equipment and furnishings (IKEA stores) and health and wellness (Holland & Barrett stores) subsidiaries source their stock directly from franchisors, while the sporting goods subsidiaries (Intersport stores) are also sourcing products supplied independently from multiple suppliers. The subsidiary Trade logistics provides supply chain services, and the transportation of supplies is outsourced to third party providers. In addition, Fourlis Holdings SA, as the parent company providing support services to the Group's subsidiaries, provides a wide range of external partnerships and resources. These include working with technology and software providers to support information systems, external consultants for legal, financial and strategic issues, training and human resources development providers, equipment and operational service providers as well as cooperating with financial institutions.
As part of its business activities, Fourlis Group manages a diverse portfolio of retail stores, warehouses and corporate offices. The household equipment and furnishings, sporting goods and health and wellness subsidiaries operate large-scale physical retail stores and online sales platforms, supported by centralised supply chain functions. The supply chain company (Trade Logistics) oversees inventory management and distribution and works with external carriers for transportation. At the same time, Fourlis Holdings SA provides Corporate Governance, shared services functions of Financial Management, Human Resources, IT and procurement services, ensuring standardization and operational synergy across all subsidiaries.
On the downstream value chain side, Fourlis Group focuses on product distribution and end-consumer service. The Group's commercial subsidiaries (IKEA, Intersport, Foot Locker, Holland & Barrett) implement multi-channel retail strategies, through physical stores and digital platforms, in order to optimise the customer experience. Trade Logistics supports internal distribution and order preparation, while the delivery of products to the customer (last mile delivery) is carried out through partnerships with external transport companies. Customer service is also provided through specialised third-party providers.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 42

Activities/Operations Upstream | Own activities/operations | Activities/Operations Downstream
Suppliers of goods | The Group's activities as described in the section "Business model" | Customers / consumers
Non-merchandise Suppliers (materials, services, assets) |  | Partners (after sale)
Contractors |  | Tenants
Partners |  |
Lessors |  |

Table 1
By integrating sustainability aspects into its business model, strategy and value chain, Fourlis Group ensures long-term resilience and creates positive environmental and social impact, while responding to evolving market demands and stakeholder expectations.
10.1.1.2 Interests and views of stakeholders
{ESRS ESRS2-SBM2 / GRI 2-29 / ATHEX ESG C-S1}
Fourlis Group interacts with its key stakeholders and develops its activities based on their feedback. The Group defines as stakeholders those individuals or groups whose interests are or could be affected by its activities.
The main stakeholder groups of the Fourlis Group are the following:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 43
Having identified and prioritised its stakeholders, the Group invests in a continuous and two-way contact and communication with them in order to maintain a steady flow of information, from and to the Group, regarding their requests, concerns and expectations. The role and views of the Group's stakeholders are important in its efforts to improve its products and services, as well as for its sustainable operation and growth.
The table below (Table 2) shows the ways and frequency of communication with Fourlis Group's stakeholders and how issues that are important to them are taken into account in the Group's strategy and business model.
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Annual Financial Report for the period 1/1/2025 to 31/12/2025 45
Annual Financial Report for the period 1/1/2025 to 31/12/2025 46
Annual Financial Report for the period 1/1/2025 to 31/12/2025 47
Annual Financial Report for the period 1/1/2025 to 31/12/2025 48
The Group's senior management, administration and supervisory bodies are regularly informed about the views and interests of stakeholders on sustainability issues affected by the operations of the business. This information is provided through the scheduled Management Meetings (Management Team Meetings, Executive Member Meetings-Execo meetings, Operations Committee Meetings- Opeco meetings and Business Development Workshops-Operation workshops), where the main concerns and expectations of stakeholders are discussed.
10.1.2 Double Materiality Assessment
Impacts, risks and opportunities related to sustainability
{ESRS ESRS2-IRO-1 / GRI 3-1}
10.1.2.1 The identification and assessment of material impacts, risks and opportunities
The Fourlis Group conducted a Double Materiality Assessment (DMA) in 2024 to identify the impacts, risks and opportunities related to sustainability, following the methodology and guidance as required by the European Directive (CSRD). The Double Materiality Assessment includes the identification of Impacts, Risks and Opportunities (IROs), an impact materiality as well as a financial materiality. Impacts identified as risks or opportunities are further assessed through financial materiality.
Fourlis Group has applied a structured methodology to assess the materiality of impacts, focusing on the actual or potential, positive or negative impacts of the Group's operations on the environment and society. The main objective is to identify and assess risks and opportunities that may be significant for the implementation of the Group's values and strategy and for the achievement of long-term objectives, as well as to identify and assess the impact of the company's operations on society and the environment. In addition to the activities of the Group companies, the identification and assessment of impacts, risks
Annual Financial Report for the period 1/1/2025 to 31/12/2025 49
and opportunities include the upstream and downstream value chain and any other stakeholders affected by the Group's activities.
The materiality assessment process proceeded in two phases and different workshops, with the participation of senior executives, directors and representatives responsible for sustainability issues from all the Group's subsidiaries, as well as the participation of the directors of the financial departments of each subsidiary. The participants of the workshops paid attention to the Fourlis Group's impact on the environment, society, employees and other stakeholders, as well as to the qualitative and financial risks and opportunities for the Fourlis Group's business activity related to sustainability issues. During this process, the Group aligned and updated the previously identified sustainability risks following the Group's risk management register.
In 2025 Fourlis Group undertook a review and update of the existing material issues to ensure their relevance to current conditions and requirements. As part of the process, a new workshop was held with senior management from all Group companies, during which recent regulatory developments, changes in strategy and business models, as well as emerging social and environmental trends were assessed. The validity of the substantive topics highlighted in 2024 was confirmed, while additional IROs were added to the existing ones and a new substantive topic on consumers and end-users (S4) was introduced. The update was documented and approved by the Sustainability Committee and the Audit Committee.
The Group prioritises sustainability-related risks by integrating them into the same Enterprise Risk Management (ERM) system that it uses overall, assessing their criticality based on their severity and likelihood of occurrence relative to other business risks.
10.1.2.1 Material Sustainability Topics
{ESRS ESRS2-GOV2-26,c, ESRS2-SBM3/ GRI 2-16}
Following a detailed review of the Impacts, Risks and Opportunities (IROs), the substantive topics are described in the table below, aligned with the corresponding topics, themes and sub-themes of the ESRS standard. These issues form the basis of the thematic sections of this report.
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10.1.2.1 Impact, Risk and Opportunity Rating Scale (IROs)
The EU Sustainability Reporting Standards Framework (ESRS) was used to classify sustainability issues. The materiality assessment was carried out in 2024 and updated in 2025 to include the classification of impacts, risks and opportunities according to the ESRS (topics, sub-topics and sub-sub-topics) and to take into account the Directive's guidelines on the prioritisation of impacts, risks and opportunities in the materiality assessment. The scale standardised for the Fourlis Group's risk management process was used to assess probability. Impacts are assessed in terms of scale, scope, duration and recoverability. The risks and opportunities for the Fourlis Group's business were assessed based on the financial and economic values defined in the risk management process, as well as the impact on reputation and remediation potential. Remediability was assessed on the following scale: short-term (less than one year), medium-term (1-5 years), long-term (5-10 years), very long-term (10-30 years) and irreparable.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 51
Sub-topics classified as moderate (value 5-9) or high (value 10-25) were defined as essential sub-topics. The above table (Table 4) does not include sub-topics of low significance.
Rating scale for IROs - table
In 2025, an update of the substantive topics was carried out, during which the validity of the topics highlighted in 2024 was confirmed, additional IROs were added to the existing ones and a new material topic on consumers and end-users (S4) was introduced. The topics are still very much in line with the 2023 material topics, which had emerged through a simple materiality analysis/assessment, "Climate stability and air pollutants", "Waste and use of raw materials and substances", "Personal data protection", "Employment", "Health and safety", "Education" and "Business ethics".
The following table (Table 5) presents the Group's impacts, risks and opportunities (IROs) as identified through the materiality assessment. The numbering of IROs is derived from the total register which included 51 registered IROs, which were systematically reviewed, and the table shows those selected as material to the Fourlis Group and aligned with the material topics of the Group and the corresponding topics of the ESRS standard. In addition, the table provides a description of the area in which each IRO occurs within the Group's business activities (value chain), as well as the expected time horizon of the impact.
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The current and expected impact of the Group's significant impacts, risks and opportunities on the business model, value chain, strategy and decision-making, as well as the Group's actions or planned actions to address these impacts, including any strategic or business adjustments undertaken or planned to address specific material impacts or risks or to take advantage of specific significant opportunities, are discussed in detail in sections 10.2.2, 10.2.3, 10.3.1, 10.3.2, 10.3.3 and 10.4.1 of this Report.
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10.1.2.4 Metrics and targets
{ESRS ESRS2-MDR-T / GRI 3-3}
By integrating the information from the double materiality assessment, the Group sets measurable targets that lead to the creation of long-term value and resilience. To ensure the effective management of risks and sustainability opportunities, the Fourlis Group applies a structured monitoring and target setting framework. The sustainability objectives established through the Group's due diligence process and in line with the ESRS topics are summarised in the table below (Table 6):
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Progress in 2025 compared to the short-term target.
Exceeds target (significant progress) •
On target (progress as planned) •
Short of target (no progress or weaker progress) •
The targets and progress on them, together with the corresponding metrics, are described in more detail in the topic-specific sections 10.2.2, 10.2.3, 10.3.1, 10.3.2, 10.3.3 and 10.4.1 of this Sustainability Report.
(1) Explanation of the term LFL is given in Section 10.2.2.7 - Reference principles for metrics.
(2) Basic suppliers based on cost and risk.
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10.1 E - Environment
10.2.1 Taxonomy Report
10.2.1.1 EU Taxonomy Regulation.
The EU Taxonomy Regulation (Regulation (EU) 2020/852) is a key pillar of the European Green Deal and aims to create a single classification system for identifying economic activities that are considered environmentally sustainable. The Regulation sets out the technical criteria on the basis of which an economic activity can be qualified as eligible and, if it meets all the requirements, as aligned with the Taxonomy.
An economic activity is considered environmentally sustainable when:
•contributes significantly to one or more of the six environmental objectives of the Taxonomy;
•does not cause significant harm (Do No Significantly Harm - DNSH) on the other environmental objectives;
•complies with the minimum social safeguards;
The six environmental objectives of the Taxonomy are:
•mitigating climate change,
•adaptation to climate change,
•sustainable use and protection of water and marine resources,
•the transition to a circular economy,
•the prevention and control of pollution,
•the protection and restoration of biodiversity and ecosystems.
According to Article 8 of Regulation (EU) 2020/852, non-financial firms required to publish sustainability information shall disclose key performance indicators (KPIs) relating to turnover (Turnover), capital expenditure (CapEx) and operating expenditure (OpEx), in relation to eligible, aligned and non-eligible economic activities.
10.2.1.2 Report on the Taxonomy of the European Union
This disclosure notice has been prepared in accordance with Regulation (EU) 2020/852 and Delegated Regulation (EU) 2021/2178, as amended by Regulation (EU) 2026/73, which introduces simplified disclosure requirements and the concept of financial materiality of economic activities.
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During the reporting period, the Fourlis Group identified the economic activities that fall under the Authorised Regulations of Taxonomy and calculated the key performance indicators for turnover, capital and operating expenses.
Based on the results of the assessment, the Group's financial activities identified as eligible for Taxonomy represent less than 10% for each of the key performance indicators (Turnover, CapEx and OpEx). In accordance with the provisions of Regulation (EU) 2026/73, these activities are considered non-material and are therefore exempted from further detailed alignment assessment, including verification of technical criteria, DNSH requirements and minimum social safeguards at activity level.
During the reporting period, none of the Group's economic activities are qualified as environmentally sustainable (aligned) according to the Taxonomy criteria.
10.2.1.3 Key Performance Indicators for Taxonomy 2025
The following table presents the key performance indicators of the Fourlis Group for turnover, capital expenditure and operating expenses, in accordance with the requirements of the EU Taxonomy Regulation.
Table 7: Taxonomy Key Performance Indicators of Fourlis Group
The above indicators show that the vast majority of Fourlis Group's economic activities do not fall within the scope of the Taxonomy, which reflects the nature of its business model. The percentages of eligible activities are not considered material and therefore disclosure is limited to summary performance indicators in accordance with the applicable regulatory framework.
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10.2.2 E1 - Climate Change
Climate Change: Energy & Emissions
10.2.2.1 Transition plan for climate change mitigation
{ESRS E1-1}
Fourlis Group has developed and is implementing a series of measures to mitigate climate change, integrating sustainability into its own operations and its value chain. These initiatives include, among others, the creation and operation of energy efficient infrastructure, the installation and use of photovoltaic systems, the systematic measurement and monitoring of greenhouse gas emissions from its operations. The Group also ensures compliance with EU requirements regarding taxonomy and reporting in compliance with the CSRD to mitigate risks related to regulatory compliance. Fourlis Group invests on smart energy management systems, proceeds to partnerships for the transfer of low waste and integrates further energy and gas emission monitoring and measurement tools. These measures are in line with the Group's commitment to gradually reduce its carbon footprint while maintaining its operational efficiency.
Fourlis Group conducts climate-related risk assessments but has not yet adopted a formal transition plan for climate change mitigation with a quantified action plan aligned with the requirements of the ESRS. The Group is actively evaluating the development of such a plan and expects its adoption within the next year and recognises that this initiative will provide a structured framework for long-term climate change resilience, ensuring a systematic approach to emissions reduction and sustainable business operations. It is worth noting that the Group is not excluded from the EU benchmarks aligned with the Paris Agreement.
These targets include a 100% reduction of Scope 1 emissions associated with stationary equipment fuels and a 50% reduction of Scope 2 emissions by 2030 in Greece, as described in
sub-section 10.2.2.6
Targets
. In 2025, the Group significantly expanded its emissions monitoring, measuring Scope 3
emissions in Greece for six categories, while Scope 1 and Scope 2 emissions were measured in all the Group's countries of operation, achieving full coverage at Group level. These commitments reinforce the long-term sustainability strategy and the path towards climate neutrality by 2050.
To achieve its emission reduction targets, the Fourlis Group is implementing a number of initiatives to mitigate climate change, as outlined in
sub-section 10.2.2.5 Actions
. These briefly include:
•Implementation of interventions for energy upgrading and the creation of energy efficient infrastructure, such as the installation of LED lighting and upgrades to heating, air conditioning and ventilation (HVAC) systems.
•Transition to low emission and electric vehicles for last mile deliveries in partnership with transport providers.
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•From 2022 onwards, IKEA stores will gradually replace refrigerants by switching from R404A to lower Global Warming Potential (GWP) fluids, such as R449A, thus reducing the environmental footprint of refrigeration systems.
•Integration of consumption monitoring tools in the Group's facilities and GHG emission measurements in its operations to improve emissions monitoring.
•Negotiation for the supply of energy with Guarantee of Origin in the reference year.
According to
section 10.2.1 (reporting based on EU taxonomy)
, the Group has allocated capital
expenditure to:
•Electricity generation using photovoltaic technology, including grid-connected solar energy solutions and self-consumption.
•Installation, maintenance and repair of energy efficiency equipment such as LED lighting and HVAC (heating, ventilation, and air conditioning) upgrades.
•Data-driven solutions for reducing greenhouse gas emissions, including automation tools and software for sustainability reporting.
These investments enhance energy efficiency, reduce operating costs and contribute to the long-term sustainability performance of the Fourlis Group, while ensuring compliance with EU tax legislation and CSRD regulations.
{ESRS E1-1-16d}
Fourlis Group continuously assesses the potential risks associated with locked-in greenhouse gas (GHG) emissions from its operations and assets. Given the nature of its business model, the Group operates retail stores in leased commercial premises (e.g. shopping malls). As the supply of energy to these sites is managed by the property owners, the Group has no direct control over the energy sources. However, the Group is exploring partnerships with owners to transition to the supply of energy from renewable sources, ensuring that all of its facilities are aligned with the sustainability targets it has set.
At the same time, to ensure business continuity in the event of unexpected power outages, the Fourlis Group maintains reserve stocks of oil fuel for generators at critical facilities. Although these cases are minimal and have a limited impact on the Group's overall emissions, the Group is exploring and evaluating alternative energy solutions to meet this need.
Potential locked emissions are not expected to affect the Group's targets. Emissions associated with leased commercial premises have already been accounted for in the Scope 2 target rate, while spare oil fuel stocks for generators account for only 0.02% of total fossil fuel consumption from stationary sources. Due to their extremely low impact, and the fact that they are only used on an emergency basis and not on a permanent basis, they have been excluded from the target calculations for Scope 1 (
sub-
section 10.2.2.6 Targets
).
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10.2.2.2 Policies
{ESRS E1-2 22,24,25 / GRI 3-3}
Environmental protection is a priority for the Fourlis Group. The Group has established a comprehensive sustainability strategy and policy, integrating climate change mitigation and adaptation into its corporate system. Sustainability, the short, medium and long-term sustainable development business and investment plans, the objectives, the assessment of related risks and opportunities and the annual action plans are evaluated and approved by the Group's Board of Directors under proposal of the Sustainability Committee. The Sustainable Development Department is responsible for the implementation of the policy.
The Group, through its sustainability strategy and policy, operates responsibly, adopts sustainable practices and invests in technologies that reduce its environmental footprint. With respect for nature and future generations, it promotes sustainability in every aspect of its operations, actively contributing to the protection of the planet.
The Group assesses the risks and opportunities associated with climate change, an ongoing effort to mitigate and adapt to it.
It incorporates in its strategy actions to reduce its environmental footprint, focusing on the proper management of energy and the reduction of greenhouse gas emissions.
It offers products that contribute to a sustainable lifestyle.
It raises awareness among employees, customers and the public on environmental protection and the adoption of a sustainable lifestyle.
For all of the above issues, Fourlis Group sets individual sustainable development targets, which it evaluates annually in terms of their effectiveness and revises them when and where necessary, with the aim of continuous improvement.
Through these policies and initiatives, the Group enhances its environmental performance, reduces its exposure to transition risks and promotes the creation of sustainable value.
The scope of the policy applies to all Group facilities and its value chain.
The Sustainability Strategy and Policy is published on the Group's website
Sustainability Strategy Fourlis
| Innovation & Responsibility
.
10.2.2.3 Integration of the Group's carbon footprint performance into incentive schemes
{ESRS E1.GOV3 13 / GRI 2-19}
The Group implements incentive systems for members of the administrative, management and supervisory bodies, which include variable remuneration linked to predefined business and sustainability targets.The environmental target relates to the extension of the Scope 1 and Scope 2 carbon footprint measurement to the Group's companies in Cyprus, Bulgaria and Romania. This target is included in the "Sustainability" category of the Long-Term Incentive (LTI) program, with a defined weight of 25%, and
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applies to the executive members of the Board of Directors and senior management. Its achievement affects the level of variable compensation and is implemented through the granting of common nominal shares with voting rights (stock grants), in accordance with the prescribed approvals and the procedure supervised by the Nomination and Remuneration Committee.
10.2.2.4 The identification and assessment of material impacts, risks and opportunities
{ESRS Ε 1.IRO-1, SBM3 / GRI 201-2}
Fourlis Group, in the context of updating its double materiality assessment, completed an assessment of the resilience of its business model to risks arising from climate change and, at the same time, identified related opportunities. The assessment, which covers all the Group's activities and facilities in Greece, also took into account the mapping of its value chain. Climate scenarios were used for the assessment for all activities, the value chain and the locations of the Group's facilities in Greece, while next year the assessment of risks and opportunities for the other countries of operation will be examined. For the assessment of natural/weather risks, climate scenarios from the EU-CORDEX 11 model synthesis of the European Centre for Medium-Range Weather Forecasts (ECMWF) were used, while for the assessment of transition risks and opportunities, climate scenarios from the Network for Greening the Financial System (NGFS) were used for models covering Greece or Eastern Europe (e.g. MESSAGEix-GLOBIOM, REMIND-MAgPIE etc.) [E1.SBM-3_19b]. The scenarios used and the key assumptions of each scenario are presented below:
•Low Emission Scenario - Net Zero
(RCP2.6 (Representative Concentration Pathways) from EU-CORDEX 11 and Net Zero from NGFS)
An early transition scenario and limiting warming to 1.5°C, with stringent emission reduction policies and a rapid decline in greenhouse gas concentrations in the atmosphere. In this scenario, liquid fuel prices rise, while the development of renewable energy technologies (RES) accelerates and demand for critical raw materials for the zero-emission economy is boosted, leading to further price increases. In this context, the transition risks and opportunities are intensifying due to stricter regulatory requirements and increasing pressure from consumers and other stakeholders.
•Medium Emission Scenario - Intermediate Scenario
(RCP 4.5 from EU-CORDEX 11 and Nationally Determined Contributions (NDCs) from NGFS)
A gradual but not sufficient transition scenario, where countries implement existing NDCs, partially limiting emissions and warming, but still above the 1.5°C target. Climate policies are being progressively strengthened, with a higher carbon price, increased penetration of renewables and improved energy efficiency, while fossil fuels continue to play an important role in the energy mix. In this context, transition and physical risks remain material and businesses are challenged to balance adaptation and transition investments to mitigate risks and seize opportunities in an environment of progressively stricter climate policies.
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•High Emission Script - Hot House World
(RCP 8.5 from EU-CORDEX 11 and Current Policies from NGFS)
A scenario of maintaining existing policies, without meaningful mitigation measures, resulting in a global average temperature gradually exceeding 2.5°C. Energy prices do not deviate significantly from current levels and renewables maintain a limited share in the energy mix, reducing incentives to transition to a low-emission economy. Rapidly rising temperatures lead to more frequent and more intense extreme weather events, increased property/physical damage, disruptions in the supply chain and increased pressure on key natural resources. In this context, physical and material risks are significantly escalating and are emerging as a major factor in the burden on economic activity.
In future years, whether and to what extent the specific scenarios used for the viability report will be considered and to meet the requirements of ESRS can be incorporated into the assumptions of the financial statements.
The above scenarios are considered for the following time horizons:
•Short term:0-1 year (2025-2026)
•Medium-term: 2-5 years (2025-2030)
•Long-term: >5 years, until 2050 (2025-2050)
Furthermore, in the context of the assessment, data concerning the Group's energy consumption, greenhouse gas emissions, as well as key financial figures related to its overall business activities were collected and used
. This data formed the basis for a more comprehensive assessment of how climate change may affect the Group, both operationally and financially.
First, the sensitivity of the Fourlis Group's business model and assets to chronic and acute natural risks related to temperature, water, wind and solids as well as transition risks and opportunities related to political/legal issues, technology, market changes and reputation were assessed. The evaluation was carried out through an analysis of companies in the industry, as well as a literature survey. Subsequently, climate scenarios were used for the locations of the Group's assets in order to assess the severity and duration of the projected change in climate conditions and socio-economic parameters under different climate scenarios and time horizons. Taking into account a combination of the Group's sensitivity, duration and severity of the projected changes, the likelihood of a climate risk or opportunity having an impact on the Group was determined. This assessment was carried out for three different scenarios and three-time horizons, in order to capture both the short and medium to long term dimension of the impacts.
This was followed by an assessment of the magnitude of the potential impact of each risk or opportunity by competent Group executives. The final score for each risk or opportunity was obtained by combining
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the probability of occurrence and the magnitude of the impact. The material climate risks and opportunities identified through the above methodology are presented in the following table.

Natural Hazards | Type | Results
Scenario - Hot House World
Short-term | Medium-term | Long-term
1. Increased cooling needs for the Group's facilities due to the increase in temperature, leading to an increase in overall operating costs and a decrease in revenues | Natural Hazard | Very Low | Very Low | High
Description of risk 1: The gradual increase in average temperatures and the more frequent occurrence of furnaces in the countries where the Group operates lead to increased cooling needs for stores, warehouses, logistics centres and offices. This implies higher electricity consumption and increased maintenance or upgrade costs for air conditioning systems, adding to the overall operating costs.
2. Increase in fires that cause damage or disruption to the Group's facilities, with potential loss of revenue | Natural Hazard | Medium | Medium | Very High
Description of risk 2: The increasing frequency and intensity of forest fires in Greece and the wider region increases the risk of direct damage to the Group's stores, warehouses, logistics centres and other facilities, especially where they are located near forested or semi-urban areas. In addition to material damage to buildings, equipment and stock, fires can lead to temporary store closures, difficulties in access for customers and employees, power or network outages, and delays in deliveries, resulting in loss of revenues and increased costs of restoration and insurance.
3. Increase in the frequency and intensity of flooding phenomena that cause damage and outages to the Group's facilities, with consequent loss of revenue | Natural Hazard | Low | Medium | Very High
Description of risk 3: The increasing frequency and intensity of flood events may cause serious damage to stores, warehouses, logistics centres and other Group facilities, especially in areas with inadequate drainage infrastructure or near rivers and streams. Flooding can lead to destruction or damage to stock and equipment, store closures for security or restoration reasons, difficulties in access for customers and employees, and delays in deliveries. These entail direct repair and replacement costs, increased insurance costs and loss of revenue during the period of non-operation or reduced operation of the affected points.

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Transitional risks/opportunities Description | Type | Results
Scenario - Net zero
Short-term | Medium-term | Long-term
4. Increase in operating costs due to stricter greenhouse gas regulations | Transitional Risk | Low | Medium | High
Description of risk 4: The gradual tightening of the regulatory framework for greenhouse gas emissions (e.g. carbon pricing, expansion of allowance trading schemes, mandatory reduction targets, increased measurement and reporting requirements) may lead to a significant increase in operating costs for the Group. These costs can arise both directly, through possible charges/fees on emissions or energy consumed, and indirectly, through increased procurement prices, the need to invest in more efficient equipment, fleet and building infrastructure, and additional compliance and monitoring costs. If the Group does not adapt in time, it may see its profitability margins squeezed and its competitiveness reduced relative to companies that have already invested in a lower carbon footprint.
5. Increase in costs and burden on the Group's profitability due to the application of cross-border carbon tax mechanisms. | Transitional Risk | Low | Medium | Very High
Description of risk 5: The introduction or strengthening of cross-border carbon taxation mechanisms (e.g. duties/taxes on high carbon footprint products imported from third countries) may significantly increase the cost of supply for categories of Group products that are produced outside the EU and have higher emissions during production and transport. Passing these additional costs on to final retail prices may make these products less competitive, reduce their demand and lead to either a squeeze on margins or a loss of market share, in particular if competitors have lower footprint or locally produced substitutes.
6. Rising prices of raw materials reduce the demand for the Group's products | Transitional Risk | Medium | High | Very High
Description of risk 6: In Net Zero scenarios the prices of raw materials, especially metals and wood, increase due to increased demand and stricter legislation on how they are produced. Increased prices may increase product prices, reducing demand and the Group's turnover.
7. Development of renewable energy sources in Group-owned buildings in order to reduce overall energy costs and create additional revenues | Opportunity | Very Low | Low | High

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Transitional risks/opportunities Description | Type | Results
Scenario - Net zero
Short-term | Medium-term | Long-term
Description of risk 7: The Group currently uses a limited amount of energy from RES, while at the same time leasing or owning very large buildings throughout Greece, which offer material room for the installation of photovoltaic systems. The utilization of roofs, parking and other available spaces for self-consumption (e.g. through net metering) can substantially reduce energy costs and limit exposure to electricity price volatility, while in scenarios of transition to a zero carbon footprint economy and increased demand for "green" energy, the production of excess renewable electricity can also constitute an additional source of revenue for the Group.
8. Improvement of the Group's reputation and increase of its market share through the adoption of sustainable practices and the sale of sustainable products | Opportunity | High | High | Very High
Description of risk 8: Net Zero scenarios predict an increase in demand for more sustainable products, which may lead to a change in current preferences. This could be an opportunity for the Group to increase revenue and market share, highlighting the Group's sustainable practices.

The above assessment shows that the material physical risks are less intense in the short and medium term, but intensify in the long term. The pressures are concentrated on floods and fires as they can lead to damage to shops, warehouses and logistics centres, cause business disruption, difficulty of access for customers, suppliers and employees, delays in deliveries and increased costs of restoration and insurance. At the same time, the material transition risks in the Net Zero scenario are related to possible cost burdens from cross-border carbon tax mechanisms and from raw material price increases, with an escalating trend over the long-term horizon, potentially affecting procurement costs, demand and, consequently, profitability. At the same time, the same scenario highlights a substantial opportunity to improve reputation and strengthen market share through the adoption of sustainable practices and the development/marketing of sustainable products, which is particularly enhanced in the medium and long term. At the same time, in the long term, the opportunity to develop renewable energy sources and reduce energy costs is also acknowledged.
The Group incorporates the findings of the analysis in its business and investment planning, allowing for the timely prioritization of actions for the protection and upgrading of existing facilities as well as for the adaptation of operations and the supply chain. In particular, long-term amplification of fire and flood risks is addressed through targeted resilience and business continuity interventions, while transition risks are mitigated through partnerships with trusted foreign franchises and a gradual shift in the product portfolio towards more sustainable options. At the same time, developing relevant skills
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and maturity on sustainability in human resources enhances organisational readiness at all time horizons. Finally, the assessment did not identify any assets or activities that are not compatible with the transition to a climate-neutral economy or that require significant efforts to become compatible [E1.IRO-1_AR9, E1.IRO-1_AR12d]. Overall, the Group believes that it has sufficient capacity to adjust in the short and medium term and that, with the gradual escalation of the above actions, it can maintain the resilience of its business model in the long term, while ensuring continued access to funding at a competitive cost of capital.
The significant impacts, risks and opportunities related to climate change mitigation/adaptation and energy identified according to the materiality assessment described in section
10.1.2 - Double
Materiality Assessment
, of this report are:
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| Positive impact on the environment and society or on the business activity of the Fourlis Group
| Negative impact on the environment and society or on the business activity of the Fourlis Group

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The time horizon of potential or actual risks/opportunities is indicated in Table 5 of this report.
10.2.2.5 Actions
{ESRS Ε 1-3 / GRI 3-3}
The Group's key strategic actions on climate change are the following:
Adapting to climate change
Risk (IRO 1): Climate-related natural hazards
The Fourlis Group acknowledges the operational risks posed by extreme weather events and has implemented a series of climate change adaptation measures to minimise problems along its value chain.
The Group
•Maintains comprehensive insurance coverage for all facilities, including protection against natural disasters and business interruption, as part of its overall risk mitigation strategy. This ensures economic resilience in the event of operational disruptions caused by climate.
•In the context of the requirements of the European Sustainability Reporting Standards (ESRS), Fourlis Group conducted a climate resilience analysis in 2025, aiming to assess the risks associated with natural climate hazards and extreme weather events. This analysis was carried out for Greece, taking into account the potential impacts on business operations and the value chain.
Risk (IRO 2): Transition risks related to climate change
To mitigate transition risks, Fourlis Group ensures that its strategic planning and investment decisions are aligned with evolving climate regulations and market expectations.
The Group:
•Monitors regulatory changes within the EU and CSRD taxonomy, incorporating sustainability considerations into decision-making to avoid compliance risks.
•Implements a due diligence framework that systematically identifies, assesses and mitigates climate-related risks and opportunities.
To mitigate the financial risks associated with rising energy costs, the Fourlis Group has implemented a multifaceted energy efficiency strategy.
In addition to what is mentioned in IRO 6, the Group also implements the following:
•It implements smart energy management systems to monitor and optimise energy consumption in the facilities.
•It upgrades infrastructure with energy efficient technologies, including LED lighting, HVAC improvements and energy demand reduction.
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•It negotiates energy supply contracts to ensure cost-effective pricing of electricity, mitigating the impact of price volatility.
Climate change mitigation
Negative Effect (IRO 3): Production of greenhouse gas emissions
Fourlis Group actively implements initiatives to reduce greenhouse gas emissions in order to enhance operational efficiency, reduce costs and align with regulatory requirements.
The Group:
•It invests in renewable energy solutions, such as the installation and use of photovoltaic systems, reducing dependence on fossil fuels.
•It boosts energy efficiency through LED lighting, HVAC upgrades and smart energy management systems, optimising energy consumption and reducing emissions.
•It implements tools to monitor and measure its carbon footprint, ensuring transparency of data, discloses Scope 1 and 2 emissions, and uses all the data for informed decision-making.
•Fourlis Group purchased energy with Guarantee of Origin in Greece for the year 2025, strengthening its commitment to the use of renewable energy sources.
Energy
Opportunity (IRO 6): Investments in renewable energy sources
Fourlis Group has taken strategic measures to expand the use of renewable energy sources in all its activities, ensuring long-term energy sustainability and reduced dependence on fossil fuels.
The Group:
•It invests in photovoltaic installations, giving priority to self-consumption and net metering, reducing its dependence on grid electricity. (Schimatari Warehouse - Trade Logistics)
•At the same time, it invests in photovoltaic installations for sale to the grid. (Schimatari Warehouse - Trade Logistics)
•In 2026, the project for the utilization of solar energy from photovoltaic systems for the production of hot water (IKEA store in Thessaloniki - HOUSEMARKET S.A.).
Negative Impact (IRO 5): Energy consumption in retail stores
With a large retail network in many countries, the Fourlis Group is constantly working to minimise the environmental impact of energy consumption.
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The Group:
•Reduces energy consumption in Intersport stores by turning off lights, including illuminated signage, during night hours to minimise unnecessary electricity use.
•Expands the supply of renewable energy for retail outlets by evaluating opportunities for the supply of green energy.
•Upgrades retail stores with energy-efficient solutions such as automated lighting controls and optimised settings.
•The new IKEA stores in Greece, which opened during the year, were designed from the outset with high energy efficiency standards.
{ESRS Ε 1-3, ESRS2-MDR-A}
During 2025, Fourlis Group implemented a comprehensive energy upgrade and carbonization program, with the main project being the interventions at the IKEA store in Thessaloniki, which started in 2024 and was completed in 2025. For the action €838,928 in 2025 was allocated (total two-year investment of €1,320,098). The project included the upgrade of the Building Management System (BMS) - a centralized automation system that allows real-time monitoring and optimization of the operation of air conditioning, ventilation and other subsystems (€111,200), the replacement of the old heating and cooling units with new high-efficiency units (€1,107,200), the installation of an active solar system for the production of domestic hot water (€49,498) and the upgrade of the existing air conditioning subsystem in the Exit Café (€52,500). These investments substantially enhanced the energy efficiency of the store, reduced the overall energy consumption and contributed to the Group's goal to phase out fossil fuels by eliminating the use of oil for air conditioning and hot water production.
This action covers IROs horizontally: reducing greenhouse gas emissions (IRO 3), increasing investment in renewable energy (IRO 6), reducing energy consumption in shops (IRO 5) and limiting exposure to rising energy prices (IRO 7), as it simultaneously addresses improving energy efficiency, carbonising infrastructure and protecting against energy costs.
The Group's goal is to fully transition its existing stores into fossil fuel-free solutions and reduce the corresponding environmental and financial footprint. The program will continue in the coming years, with similar energy upgrades planned in other IKEA stores. As part of this project, a low-interest loan has been secured from the Development and Resilience Fund for existing and future fossil fuel divestment activities in IKEA stores in Greece.
These actions are aligned with the Group's Sustainable Development Strategy and Policy and the new Environmental Strategy of InterIKEA (which is the central supplier and body that sets the mandatory guidelines for all companies operating the IKEA brand), which set guidelines for high energy efficiency, carbonisation and increased use of renewable energy sources.
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10.2.2.6 Fourlis Group Sustainability Targets
{E1‑4 ΑΕ 25a}
The Fourlis Group has adopted targets for the reduction of greenhouse gas emissions in order to manage the identified impacts, risks and opportunities related to climate change mitigation and to fulfill its commitments to reduce its environmental footprint. In Table 16, the column 'Base year' shows the year chosen as the reference for each target, while the column 'Targets' indicates the country of activity to which the target applies; otherwise 'Group' is indicated. To ensure the representativeness of the baseline, the Group has chosen as the baseline the first year in which the systematic measurement of emissions began, without the use of averages. In setting the targets, European and global reduction commitments were assessed, and a survey of industry peers was carried out. In relation to the methodology applied by the Group for setting the objectives, the medium- and short-term objectives are set on the basis of the approved action plan. No climate scenarios have been used and the targets, at this stage, are not verified and scientifically based to ensure their compliance with the Paris Agreement. In order to achieve the targets, the Group evaluated reduction opportunities and carbonisation mechanisms and found that the replacement of fossil fuels and the use of renewable energy sources in the Group's energy mix through either self-generation or supply from the electricity provider are the main reduction opportunities.
{ESRS E1-4, GRI 3-3}
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Clarifications regarding Scope 1 - Direct Emissions from Combustion in Stationary Sources (GR) *, Market Based(GR) **, Market Based (GR) Comparative LFL *** are given in subsection 10.2.2.7 - Reference principles for measurements.
Progress in Targets
o CO2e Emissions - Scope 1
In 2025, Fourlis Group achieved a 16% reduction in Scope 1 emissions from the consumption of fuels from stationary sources in Greece, reducing emissions from 694.32 tCO2e in 2023 to 583.05 tCO2e. This
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reduction exceeds the Group's short-term target of a 4% reduction, contributing to the achievement of the medium-term target for the complete elimination of emissions from stationary combustion in Greece by 2030. At the level of total Scope 1 emissions for Greece, emissions decreased from 1.712,41 tCO₂e (2023) to 1,451.77 tCO₂e in 2025, a 15% reduction, which also exceeds the corresponding short-term reduction target by 2% and is in line with the medium-term target (-40% by 2030).
For the Group as a whole at Scope 1 level, 2025 is the base year, with total emissions of 2,502.68 tCO₂e, which will be used as a benchmark for setting future corporate carbon targets.
o CO2e Emissions - Scope 2
In 2025, Fourlis Group's Scope 2 (Market-based) emissions were recorded at 12,602.81 tCO₂e, with this year being the new base year for setting future corporate reduction targets. In Greece, Scope 2 (Market-based) emissions decreased significantly to 5,757.19 tCO₂e, a 39% reduction compared to the base year 2023 (9,467.89 tCO₂e). This performance is already on track to meet the medium-term target of a 50% reduction by 2030.
An even stronger picture emerges when the analysis is restricted to those installations that are fully comparable Like-for-Like (LFL): emissions decreased from 9,343.98 tCO₂e in 2023 to 4,908.68 tCO₂e in 2025, a 47% reduction, exceeding the Group's short-term target of a 34% reduction.
o CO2e Emissions - Scope 3
In 2025, Fourlis Group started the assessment of Scope 3 emissions in Greece, focusing on data collection strategies for various emission categories. As part of this effort, the Group started by mapping activities downstream, prioritising emissions related to transport from third-party logistics providers, as well as emissions from commuting and business travel. While this is a crucial first step, the full mapping of the value chain is not yet complete. Moving forward, the Group will expand its assessment to additional Scope 3 categories and extend its measurements to Cyprus, Bulgaria and Romania in the coming years.
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10.2.2.7 Performance indicators/Metrics
Energy consumption and energy mix
{ESRS E1-5 38 / GRI 302-3 / ATHEX ESG C-E3}
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Greenhouse gas emissions (GHG emissions)
{ESRS E1 E1-6 / GRI 305-1, GRI 305-2 , GRI 305-3 / ATHEX ESG C-E1,E2}
The gross indirect greenhouse gas emissions under Scope 3 presented in Table 12 refer exclusively to the measurements conducted in Greece.
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{ESRS E1-6 AR 55}
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Turnover 2025 Greece: 434.2m €
Turnover 2025 Group: 593.7m €
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Greenhouse gas emissions by business sector
Reporting principles for metrics
1.Scope 1 & Scope 2 and energy consumption measurements for 2025 cover the whole Group (Greece, Cyprus, Bulgaria and Romania).
2.* Measurements from locked-in greenhouse gas emissions from reserve oil fuel stocks for generators and fire-fighting systems are not included in Scope 1 - Direct Emissions from combustion in stationary sources (GR) and constitute 0,02% of the total in Greece.
3.**Measurements from locked greenhouse gas emissions from electricity consumption in retail stores in leased commercial premises are included in the Reduction Actions-Market Based (GR) objective.
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4.*** The "Reduction Actions - Market Based (GR) Comparative LFL" indicator, presented in the Group's targets, has been calculated based on Like-for-Like (LFL) comparisons with respect to the year 2024. To ensure the accuracy and comparability of the data, all establishments (physical stores) that were not active throughout both years (2024 and 2025) were excluded from the Scope 2 calculations. In particular, any installations opened or closed during this period were not included in the calculations in order to avoid distorting the results of the comparison.
5.For the calculation of energy consumption and scope 1, the official "Energy consumption conversion factors in equivalent tons of CO₂ – Year 2024" of Greece as available on the website (ypen.gov.gr) of the Ministry of Environment and Energy were used. The same rates were applied in the other countries of the Group, as the differences between national rates are limited.
6.The carbon footprint results may differ for the Group's companies in Greece that fall within the scope of the National Climate Law for 2025, as revised emission factors are expected from the Ministry of Environment and Energy for 2025.
7.For the calculation of emissions from refrigerants, the Group uses the DEFRA 2024 emission factors. These factors apply to the types and quantities of refrigerants used in refrigeration and air conditioning systems, in accordance with the GHG Protocol methodology for direct emissions in Scope 1.
8.For the estimation of the carbon footprint of scope 1 of the Fourlis Group, the method of calculation (activity data x emission factors x GWP) was used.
9.Location-based emissions Scope 2 (Scope 2): relate to the average emissions intensity of the country's grid where the electricity is used and are calculated using the average emission factor of the country's energy mix from the grid - production mix. The emission factors used by country were derived from:
•the official rates of the Ministry of Environment and Energy and the file "RES and Guarantees of Origin Manager S.A. - Energy Mix 2024", published in June 2025, for Greece;
•the AIB European Production mix 2024 published in May 2025 for Bulgaria, Cyprus and Romania. (AIB (Association of Issuing Bodies) is the European organisation that issues and manages the Guarantees of Origin and publishes official energy mixes for the countries of Europe)
10.Market-based emissions Scope 2 (Scope 2): relate to emissions calculated on the basis of the Supplier's energy mix, taking into account Guarantees of Origin and other origin-specific electricity products that the Supplier offered to a share of its customers during the year. They are calculated on the basis of the energy mix. More specifically, the emission factors used per country were derived from:
•the official rates of the Ministry of Environment and Energy and the file "RES and Guarantees of Origin Manager S.A. - Energy Mix 2024", published in June 2025, for Greece;
•the official publication of the Cyprus Transmission System Operator (TSO) "Energy Mix of Electricity in Cyprus for 2024" which was published in June 2025 for Cyprus;
•the AIB European Residual Mix 2024 which was published in May 2025 for Bulgaria and Romania, as there is no officially published national energy mix in these two countries.
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11.For the cases where the energy mix of the energy supplied to the installations was unknown in Greece and Cyprus, the average emission factor of the country's energy mix as derived from the national grid was used (IAPEP 2024 & IEMC 2024 respectively).
12.For the calculation of Scope 2 (market-based) emissions, the electricity consumptions covered by Guarantees of Origin (GOs) supplied by the Group for Medium Voltage in 2025 have been excluded from the corresponding market-based Scope 2 (Scope 2) measurements. These quantities are considered to be decarbonised, in line with the GHG Protocol principles for purchased conventional renewable energy.
13.The Fourlis Group is active in the trade and transport sectors, with NACE codes that include sector G (Wholesale and Retail Trade) and sector H (Transport and Storage). Therefore, for the calculation of the emissions and energy intensity (table 18) within the Group, the turnover of all activities was used as they are considered to have a high climate impact.
14.For the calculation of indirect emissions, the gases CO2, CH4 and N2O were included in the calculations.
15.The Group is not subject to any regulated emission system (e.g. EU-ETS).
16.The Group does not use biomass therefore all biogenic emissions are considered to be zero.
17.Emissions calculations from the consumption of fuel from stationary sources (heating oil/generator oil and oil for fire extinguishing system) were based on the quantities purchased by the Group companies within the reporting period according to the relevant purchase documents.
18.In the reporting year 2025, Fourlis Group has completed the initial mapping of Scope 3 GHG emissions, in accordance with the requirements of the ESRS E1 standards and the GHG Protocol guidelines. The measurements relate exclusively to the Group's activities in Greece, as the current period is the first pilot year in which the Group systematically applies a Scope 3 emissions recording and calculation methodology. In this context, all Scope 3 subcategories were assessed in accordance with the GHG Protocol guidelines and the Group's materiality criteria. Consideration was given to the degree of control and influence of the Group, the availability of reliable data, the relevance of the activities to the business function and the possibility of quantification with sufficient precision.
For the calculation of emissions across each Scope 3 sub‑category, the Group used appropriate emission factors selected based on the nature of each activity and the quality of available data. The GHG emission factors applied for Scope 3 calculations are sourced from databases covering both economic‑based conversion factors and primary activity‑based data (such as Exiobase, BEIS, DEFRA, CEDA). For each individual calculation, the most representative emission factor was selected, according to the type of activity (e.g., transportation, business travel, purchased goods and services) and its geographical or operational origin.
The categories of scope 3 of this report are:
•Category 1 - Purchased Goods & Services:
Emissions are calculated using a spend-based methodology, applying emission factors per euro of operating expenditure (OPEX). The scope of application includes all relevant procurement costs of the Greek activities.
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•Category 2 - Capital Goods:
Emissions are calculated using a spend-based approach on capital expenditure (CAPEX) in Greece.
•Category 4 - Upstream Transportation & Distribution:
The emissions relate exclusively to middle‑mile transportation, meaning the movement of products from Trade Logistics Distribution Centers to the Group’s retail stores. These transports do not include supplier‑to‑Group facility movements within Greece. Where actual data is available from contracted carriers, an activity‑based calculation approach is applied. For the remaining transport services, a spend‑based calculation methodology is used as a supplementary approach.
•Category 6 - Business Travel:
Emissions are calculated using actual data provided by travel suppliers (e.g., air travel, accommodation), applying an activity‑based calculation approach. Additionally, in cases where complete data is not available by the suppliers, a spend‑based calculation methodology is applied. The data covers all employee business travel activities in Greece.
•Category 7 - Employee Commuting:
Emissions are based on an employee mobility survey, in which 34% of staff participated. The results were statistically analysed by company and country, and applied to all employees of Greek companies.
For the 2025 reporting year, the share of Scope 3 GHG emissions based on primary data amounts to 2%. The remaining proportion was calculated using spend‑based data, applying appropriate emission factors and the methodological approach described in the relevant sections.
10.2.3 E5 - Use of Resources and Circular Economy
Waste Management
10.2.3.1 Policies related to resource use and the circular economy
{ESRS E5-1}
Fourlis Group has established policies and strategic initiatives to enhance resource efficiency and circular economy practices, integrating sustainability into its operations, supply chain and product life cycle management.
The sustainability strategy and policy serves as a guiding framework for identifying, assessing, prioritising and managing risks, opportunities and impacts related to resource consumption, waste reduction and sustainable procurement.
The sustainability policy, short-, medium-, and long-term sustainable development business and investment plans, the objectives/targets, and the annual action plans are evaluated and approved by the Group's Board of Directors under proposal of the Sustainability Committee. The Group's Sustainable Development Department is responsible for the implementation of the policy.
The sustainability due diligence process ensures that all relevant environmental risks and opportunities are systematically assessed and integrated into business decision-making. Through a structured
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methodology, the Group identifies key resource-related challenges, assesses their significance and determines appropriate mitigation or improvement strategies.
At the same time, the Fourlis Group Supplier Code of Conduct reinforces sustainability commitments throughout the value chain. The Group expects all suppliers to acknowledge and comply with the Code, which forms an integral part of supplier agreements and is attached as an annex to all contracts. This Code sets clear expectations for suppliers in terms of environmental protection, responsible use of resources and sustainability performance.
The scope of the Sustainability policy and Supplier Code of Conduct applies to all Group companies and its value chain.
The Sustainability Strategy and Policy as well as the Supplier Code of Conduct are published on the Fourlis Group website
Internal Control System | Fourlis Group
.
10.2.3.2 The identification and assessment of material impacts, risks and opportunities
{ESRS Ε 5.IRO-1 / GRI 3-3}
The material impacts, risks and opportunities related to resource use and the circular economy have been identified by conducting a double materiality assessment and based on the Group's risk management principles and procedures. The methodology for conducting the materiality analysis is described in
section 10.1.2 - Double Materiality Assessment
, of this report.
Material impacts, risks and opportunities related to resource use and the circular economy

Impacts on the environment and society | Risks and opportunities for the Fourlis Group | Management
Waste Management
Waste

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Impacts on the environment and society | Risks and opportunities for the Fourlis Group | Management
|  |  | Opportunity:IRO 9 Circular economy business practices for packaging The possibility to identify and implement actions that integrate CE principles in packaging could prove to be a great opportunity. The Fourlis Group could strengthen its economic and environmental resilience as well as its market position as a progressive, sustainable company. (cost efficiency and resource optimisation, brand reputation and customer loyalty, regulatory compliance and risk mitigation). | For the packaging of products sent via e-commerce, Fourlis Group companies use recyclable materials, certified according to current recycling standards.
| Impact on the environment: Increased pollution, pollution of landfills, emissions from waste combustion. Inefficient recycling processes lead to increased greenhouse gas emissions. Impact on society: Potential public health impacts. |  | Impact:IRO 13 Total waste generation It concerns the risk of high waste generation from the Group's activities and the value chain (upstream and downstream), which may lead to increased management costs and negative environmental impacts. Negative image for Group companies and loss of consumer confidence. | The subsidiary of Housemarket Group S.A. has invested in an electronic system for monitoring and recording food waste in restaurant kitchens (Waste Watchers) The Fourlis Group implements recycling programs in cooperation with competent bodies for the sorting and appropriate treatment of individual waste categories. The Fourlis Group has taken significant steps to reduce single-use plastics in all its activities.

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Impacts on the environment and society | Risks and opportunities for the Fourlis Group | Management
|  |  | Risk:IRO 41 Risk of non-compliance with waste management regulations and high costs. It concerns the risk of not complying with environmental management legislation (e.g. EU waste directives, national regulations), can lead to fines, penalties and increased costs for waste collection, transport and treatment. Negative image for Group companies, loss of consumer confidence. | Cooperation with certified bodies for recycling and waste management. It monitors costs and seek solutions to reduce waste through contracts with specialised providers. The Fourlis Group systematically monitors developments in the relevant legislation and implements the necessary actions for compliance and effective management.

Table 18
The time horizon of potential or actual risks/opportunities is indicated in Table 5 of this report.
10.2.3.3 Actions related to resource use and the circular economy
{ESRS E5-2 / GRI 306-2}
Resource inputs (including use of resources)
Opportunity (IRO 9): Circular economy business practices for packaging
•Sportswear Market replaced traditional disposable cartons with reusable plastic containers for the transportation of goods within Greece. These reusable containers are used for internal logistics from Trade Logistics' warehouses to Intersport stores in Greece.
•All Intersport e-commerce orders from Sportswear Market MAE, Sportswear Market (Cyprus) Ltd, Genco Trade Srl and Genco Bulgaria Eood are packaged using recyclable materials, which are sourced to meet recycling standards. This initiative applies to Intersport's e-commerce activities in Greece, Cyprus, Bulgaria and Romania, ensuring that all online orders in all these regions use sustainable packaging solutions.

| Positive impact on the environment and society or on the business activity of the Fourlis Group
| Negative impact on the environment and society or on the business activity of the Fourlis Group

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In line with the requirements of the ESRS, although targets have been set for the integration of circular economy principles, the relevant actions have not yet been quantified, as the process of developing and systematically monitoring them is ongoing.
The Group continues to prepare for the definition of measurable indicators and the full quantification of actions in the coming years.
Waste
Negative Impact (IRO 13): Total waste generation
Fourlis Group has developed and implements a series of initiatives aimed at enhancing resource efficiency and circular economy practices in all its activities. These initiatives are aligned with the Group's sustainability strategy and policy, focusing on waste reduction, responsible resource management and sustainable partnerships in its value chain.
•Fourlis Group expands its product ranges of recycled materials and products that contribute to a sustainable lifestyle, in support of the principles of the circular economy.
•A key focus area is the implementation of smart recycling systems to monitor and minimise food waste in IKEA's restaurants and bistros. The Waste Watchers system, already in use in all high-traffic IKEA restaurants, measures food waste generated in kitchen operations, enabling waste reduction strategies. At the same time, every year an official report is produced by Waste Watchers, which shows the progress made against the 2021 baseline year. This report includes the reduction in food wastage, translated into greenhouse gas emissions avoided, in meal equivalents and in monetary value.
•Fourlis Group is actively reducing packaging waste and strengthening its recycling infrastructure. In its Trade Logistics and Sportswear Market retail activities in Greece, the Group has replaced disposable cartons with reusable plastic boxes, significantly reducing packaging waste.
•The Group also promotes public awareness of recycling, encouraging both employees and customers to adopt responsible waste disposal habits. Special recycling bins for light bulbs and batteries have been installed at Group facilities in Greece, ensuring the proper disposal of hazardous waste.
•In addition, in Intersport retail stores in Greece, Sportswear Market has introduced special bins for recycling shoes and fabrics, allowing customers to responsibly dispose of used products.
•From 2023, IKEA has implemented targeted initiatives to eliminate plastic waste in restaurants, cafeterias and office spaces, replacing plastic utensils, cups and disposable packaging with biodegradable or reusable alternatives. These changes were introduced, ensuring a reduction in plastic consumption and minimising the Group's environmental footprint.
•In addition, the Group is at an advanced stage of exploration to partner with recycling companies in Greece for the automated collection of recycling data, ensuring greater transparency and traceability of waste streams.
•In IKEA restaurants, waste cooking fats and oils are collected and recycled in cooperation with a certified partner, in accordance with the requirements of Circular 103731/1278/2004 and the Joint Ministerial Decision H.P. 50910/2727/2003 on the management of waste cooking oils and other fats and oils. The
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total amount of used cooking oils and fats is used exclusively as a recyclable raw material for biodiesel production or for soap making for industrial use, and is not used for any other purpose.
•In 2025, the Group further strengthened its resource and waste management activities, expanding the work completed in the previous year. It contacted organisations that can offer comprehensive and holistic waste management, including recycling and scrapping (material withdrawal). At the same time, it recorded the revenues and expenses of its existing cooperation in Greece. The effort to fully understand and make optimal use of resources continues and will gradually be extended to the other countries where the Group operates.
Risk: IRO 41 Risk of non-compliance with waste management regulations and high costs.
Fourlis Group manages the risk of non-compliance with waste management regulations and the related increased costs through an organised and systematic approach. In addition, the Group systematically monitors developments in the relevant environmental legislation and takes all the necessary steps to adapt, ensuring both business continuity and the effective and responsible management of its waste. It works exclusively with certified operators for the recycling and management of waste streams, ensuring full compliance with the relevant legal requirements. At the same time, it closely monitors management costs and constantly seeks optimized solutions, utilizing contracts with specialized providers in order to reduce financial burdens without compromising the quality of services.
10.2.3.4 Sustainability Targets/Targeting Schedule of Fourlis Group
{ESRS E5-3 / GRI 3-3}

Target | Base year | Base year measurement | 2025 | % Change compared to base year | 2025 (short-term) | 2026 to 2030 (medium-term) | 2031 to 2050 (long-term)
Waste management
Waste (tn) - Greece | 2024 | 2,644 | 2,404 | -9% | Measurement & Mapping, Costs of revenue and costs of recycling | Seeking partnerships to further improve waste management Calculations Actions Setting targets | -

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Target | Base year | Base year measurement | 2025 | % Change compared to base year | 2025 (short-term) | 2026 to 2030 (medium-term) | 2031 to 2050 (long-term)
Food waste to landfill (kg) | 2024 | 30,858 | 27,790 | -10% | - | Action plan to eliminate food waste ending to landfills | -

Table 19
Progress towards meeting the targets/Targeting Timetable
•Waste mapping
In the Fourlis Group, in 2024, the process of waste inventory and mapping in Greece started, which was completed within the reporting year, in line with the short-term target set. The Group aims to extend the mapping to the rest of its countries of operation, with a view to setting waste management targets in the coming years.
•Food waste to landfill
At Fourlis Group, the issue of food waste has been highlighted through the Waste Watchers system for counting food waste in the kitchens of IKEA restaurants. Despite the significant steps taken to reduce food waste, the need to improve waste management has emerged, as the majority of waste ends up in landfills.
The Group's aim is to develop appropriate partnerships so that this waste is sent for composting. Although a short-term target has not yet been set, the Group is committed to moving towards the target within the next five years, with the aim of achieving zero food waste ending to landfill.
10.2.3.5 Performance indicators/Metrics
{ESRS E5-5 / GRI 306-4 / ATHEX ESG A-E3-3}
Waste Flows
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Waste management in accordance with the requirements of the ESRS is shown in the table below:
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Reporting principles for metrics
1.Total Waste Generated does not reflect the Group’s total waste, but only the waste generated by the Group’s operations in Greece.
2.The measurements of recycled and non-recycled waste refer only to activities in Greece, and the data was collected from the waste collected of its partners.
3.{ESRS1 7.1 84 a,b}
During the previous reporting year (2024), the available waste-related data did not fully cover all Group activity locations in Greece, resulting in a partial representation. In 2025, a comprehensive and systematic waste management data collection process was implemented across all operational sites in Greece, ensuring that the year’s data now fully reflects the actual scope of generated and managed waste. In accordance with the requirements of ESRS 1 regarding the revision of prior-year comparative information for purposes of comparability and reliability, the previous year’s data has been revised so that the relevant indicators and targets are based on comparable, consistent, and accurate information.
4.For the year 2025, the Group decided to adopt a more efficient categorization and more effective monitoring of waste. In accordance with the current classification and the data collection methodology applied, the results for Bulky Waste and Excavation, Construction and Demolition Waste (CDW) are
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presented in aggregate form, which in 2024 had been reported as separate waste categories, under Mixed Municipal Waste.
5.The food waste measurements come from IKEA restaurants in Greece, where the Waste Watchers system is used. The Waste Watchers system is an advanced tool for monitoring and reducing food waste, which is implemented in IKEA restaurants and bistros. It uses artificial intelligence technology combined with a scale, camera and central control unit to automatically record and categorise discarded food.
6.The Group does not produce radioactive waste from its facilities.
10.2 S - Social Responsibility
10.3.1 S1 - Own Workforce
10.3.1.1 Interests and views of stakeholders
{ESRS S1.ESRS 2-SBM-2, S1-2 / GRI 2-29}
At Fourlis Group, employees are a key stakeholder group and an important pillar of the business operation. The term "employees" includes all persons directly employed by the Group's companies, regardless of the country of activity, including full-time and part-time employees, as well as employees with open-ended and fixed-term contracts.
To ensure systematic communication with the human resources, there are defined communication channels managed by the Human Resources Department, while employee confidence in them is enhanced through the existence of an independent and confidential whistleblowing line that allows the submission of concerns with full protection of anonymity. Further information on how and how often to communicate with employees to identify and assess risks, opportunities and impacts is presented in section
10.1.1.8 Stakeholder interests and views
.
In this reporting year, an employee survey was conducted to collect feedback on working conditions, sustainability issues and overall work experience.
10.3.1.2 Subscriptions
{ESRS S1-1 21 / GRI 2-23}
The Fourlis Group has a Human Rights Policy which is a means of declaring compliance with applicable laws, internationally recognized standards and guidelines, including the Universal Declaration of Human Rights, the International Labour Organization (ILO) and the United Nations Guiding Principles on Business and Human Rights, making it clear that it respects Human Rights and shows no tolerance for their violation. Since 2008, the Fourlis Group has been a signatory to the United Nations Global Compact, the largest international voluntary initiative for responsible business action and is committed to adopting, supporting and promoting, through its business activities, the ten Principles derived from internationally
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accepted standards concerning human rights, working conditions, anti-corruption and environmental protection. Fourlis Group is also a founding member of the UN GLOBAL COMPACT NETWORK GREECE.
10.3.1.3 Policies
{ESRS S1-1 19, 21, 22, 23, 24, MDR-P / GRI 2-23, GRI 3-3}
The Group has Codes and policies approved by the Group's Board of Directors related to human resources issues, such as the Code of Conduct, the Human Rights Policy, the Equal Opportunities and Diversity Policy, the Health and Safety Policy, the General Privacy Policy of the Fourlis Group and the Sustainability Strategy and Policy.
The table below summarises the codes and policies, their scope and implementers, as well as the standards/initiatives adhered to through them and the interests of stakeholders.
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All the above policies are published on the Fourlis Group website
Internal Control System | Fourlis Group
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10.3.1.4 The identification and assessment of material impacts, risks and opportunities
{ESRS S1.ESRS 2 SBM-3 / GRI 3-3}
The material impacts, the risks and opportunities related to the same workforce have been identified by conducting a double materiality analysis and based on the Group's risk management policies and procedures. The methodology for conducting the materiality analysis is described in section
10.1.2 -
Double Materiality Assessment
, of this report.
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Material impacts, risks and opportunities related to the own workforce:

Impacts | Risks and opportunities of the Fourlis Group | Management
Working conditions: Equal treatment and equal opportunities for all
Diversity
| Impact on society: Diversity and inclusion policies and actions have a strong, positive impact on both employees and the society. By promoting a workplace that values diversity, Fourlis Group contributes to reducing inequalities and creating opportunities for underrepresented groups. This contributes to greater social justice and equality. |  | Impact: IRO 25- Diversity and inclusion of human resources Promoting an inclusive working environment, with respect and equal opportunities for all, boosts job satisfaction, engagement and productivity. Diversity helps to create innovative ideas and improve corporate reputation. | Code of Conduct prohibiting any form of discrimination. Training of human resources in inclusion and awareness raising. Monitoring diversity indicators (e.g. percentages of women in positions of responsibility). Support programmes for workers with disabilities or other needs.
|  |  | Risk: IRO 21 - Lack of required skills and talents of workers (including social and digital skills) It refers to the risk that human resources may not have the necessary skills (technical, social, digital) to respond to evolving market needs and digital transformation requirements, which may affect competitiveness and productivity. | Training and skills development programs (technical, digital, soft skills) for employees at all levels. Collaboration with educational institutions and internal e-learning platform. Assessing skills and creating development plans for each employee. Strengthening digital culture through workshops and internal training.
Working conditions: Health Safety & Employee Welfare
Health and Safety

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Impacts | Risks and opportunities of the Fourlis Group | Management
|  |  | Risk: IRO 16 - Health and Safety Management System - Incidents Risk of an inadequate or ineffective workplace health and safety management system, which can lead to workplace accidents, health problems, legal sanctions and loss of productivity. Reduction of the company's trust and reputation. | Occupational Health and Safety Management System. Employees receive regular Health and Safety training. Health and Safety Policy. Regular checks and inspections in the workplace. The Group applies the provisions of the labour legislation of the countries where it operates and assesses the potential risks it may face by taking the necessary measures to prevent any accidents.
Working conditions: Health Safety & Employee Welfare
Prosperity
| Impact on society: Actions that promote the health and well-being of employees contribute to a positive working environment, boost employee morale and have a direct positive impact on employee satisfaction. |  | Impact:IRO 17 - Health and well-being initiatives for workers Employee health and well-being initiatives that support the physical and mental health of the workforce. Such initiatives further enhance the effectiveness of employees, increase their commitment to the organization, positioning Fourlis Group as an employer of choice. | Since 2010, the Sustainable Development and Social Responsibility Division has been implementing the EY ZHN (EF ZIN [Wellness]) programme, which includes actions and initiatives aimed at informing employees about health and wellness issues and encouraging them to adopt a healthier lifestyle.
Working conditions

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Impacts | Risks and opportunities of the Fourlis Group | Management
| Impact on society: Effective grievance mechanisms contribute to a positive working environment, enhance trust and support a culture of ethical behaviour. |  | Impact:IRO 20 -Enhancing communication through relevant mechanisms Grievance mechanisms, such as the Code of Conduct and the Complaints System, are vital to boosting employee confidence and enabling early detection of violations in the workplace. | The Fourlis Group maintains strong grievance mechanisms designed to ensure transparency, accountability and employee confidence. The key elements of these mechanisms include the Code of Conduct/System Line Provision of anonymous information (whistleblowing).
|  |  | Risk: IRO 23 - Recruitment procedures Recruitment practices that do not prioritise qualifications, skills and experience as key criteria may lead to reduced efficiency, lower productivity and increased costs in the short term. | The Fourlis Group applies common recruitment assessment criteria to all companies (to ensure equal opportunities and combat discrimination). Equal development opportunities are provided to all Group employees through internal mobility and professional development processes. The Open Recruitment Policy and Process.

Table 23

| Positive impact on the environment and society or on the business activity of the Fourlis Group
| Negative impact on the environment and society or on the business activity of the Fourlis Group

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The time horizon of potential or actual risks/opportunities is indicated in Table 5 in Section 10.1.2.3 of this Sustainability Report.
10.3.1.5 Actions
{ESRS S1-4 36-41 / GRI 3-3}
The Group's main strategic actions regarding its human resources are:
Equal treatment and equal opportunities for all
Positive Impact (IRO 25): Diversity and inclusion of human resources
The Fourlis Group has adopted an equal opportunities and diversity policy and is committed to providing equal opportunities to all employees and qualified applicants for employment, at all levels of the hierarchy, regardless of race, colour, religion, national origin, ethnic origin, gender, sexual orientation, age, disability, marital status or any other characteristic protected by law. The Group shall ensure that all employment decisions, including but not limited to those relating to recruitment, promotion, training, compensation, benefits, transfer, discipline and dismissal, are free from unlawful discrimination. The Fourlis Group expressly prohibits any discrimination or harassment in the workplace at all levels. The Company has elected its Board of Directors with the maximum number of Directors permitted by its Articles of Association to ensure the diversity of gender, age, knowledge, qualifications and experience that serves the Company's objectives.
The Group plans to implement a Job Evaluation for the development of a new Career & Rewards Framework in 2026, aiming at the development of a new, fair and transparent Career & Rewards Framework, in accordance with the requirements of the new Pay Transparency Regulation. This action ensures that career development and pay opportunities are based on transparent and fair processes, promoting an inclusive working environment that fosters trust, commitment and equal treatment of all employees.
{ESRS S1-12 77}
Fourlis Group promotes equal employment opportunities and accessibility for all. In this context, in 2025, in cooperation with the Margarita Special Education Workshop, it proceeded to include people with neurodevelopmental disorders in its human resources. The percentage of employees with disabilities for 2025 is 0.7%, reflecting the Group's commitment to strengthening inclusion.
Training and skills development
Risk (IRO 21): Lack of the required skills and talents of employees
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The need to train workers is constant and growing, as competition and modern market requirements constantly create new education and training needs. For this reason, the training of each employee of the Group starts from the moment he or she is hired. Continuous training and education are ensured through adherence to the training plan, which is developed following the annual performance appraisal.
The first training program for every employee in the group is an induction programme, through which newly hired employees are informed about:
•The history, the Principles and the structure of the Group.
•The General Data Protection Regulation (GDPR).
•The Group's Performance Appraisal system.
•The Digital Transformation.
•Diversity & Inclusion.
•Risk Management.
•Conflict of interest.
•The Code of Conduct and the Code of Conduct Line - Whistleblowing system.
•Regulatory Compliance & Policy and Procedure for the Prevention, Identification and Management of Conflicts of Interest.
•Information Security.
•Issues relating to health and safety at work.
This program is implemented in person and at a distance (e-learning). In addition, new employees also receive each company's Internal Work Rules. In addition, all Group employees are members of the FOURLIS Group's“", which has been operating since 2011, and participate in programs according to the requirements of their role and their needs for personal development.
The educational/training programs, which are enriched every year, are developed along four pillars:
•Leadership
•Business Operations
•Health and Safety
•Sales-Promotion of Products
In 2025, the implementation of e-learning trainings on topics such as Human Rights, Diversity & Inclusion, the Compliance & Conflict Management System, Risk Management and Information and Information Systems Security also continued. These trainings are mandatory for everyone.
Health and safety of workers
Risk (IRO 16): Health and safety management system - incidents
The Fourlis Group not only follows the provisions of the labour legislation of the countries where it operates, but also assesses the potential risks it may face and takes the necessary measures to prevent any accidents. At Fourlis Group, ensuring compliance with the Health and Safety Policy is an important
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priority. Responsible for the implementation of the policy is the Group's Human Resources Department and specifically the Health and Safety Department.
The Fourlis Group has developed and implemented an Occupational Health and Safety management system, which follows all legislative requirements, as well as the requirements of the "ILO Code of Practice on Recording and Notification of Occupational Accidents and Diseases". The system covers all the Group's activities, stores and facilities, as well as all human resources (direct employees) and third party employees such as suppliers and partners (indirect employees) working or visiting its facilities. Responsible for the system is the Health and Safety Director of the Fourlis Group.
The Group also has a Risk Management Team, under the responsibility of the Group's Health and Safety Director. Similarly, trained persons for emergency response are available at all Group companies' facilities.
In particular, due to their size and the volume of customers/visitors, IKEA stores operate a control centre, through which all the necessary checks are carried out, such as ventilation, elevators, fire extinguishing and fire safety, etc.
The Group invests in the continuous and regular training of all its employees so that they can respond to emergencies that affect their own safety as well as that of customers/visitors and partners on its premises.
To this end, the following training is provided:
•Conducting a planned annual store evacuation exercise involving customers
•Conducting a planned semi-annual store evacuation exercise, without the participation of customers
•Training of Fire Safety and Firefighting Teams
•Conducting regular fire drills
•First Aid Team Training
•Training of all new employees on health and safety at work
•Regular health and safety at work training for departmental employees, where this is deemed necessary due to the nature of their work, such as those employed in restaurants, warehouses, the decoration team, maintenance, carpentry
•Special safety training video available in all languages of the countries of operation
Promoting the health and well-being of employees
Positive Impact (IRO 17): Wellness initiatives for workers and their families
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The "E Υ Z Η N” (Wellness) programme was launched by the Sustainable Development and Social Responsibility Directorate in 2010, with the main objective of informing employees about health and wellness issues and encouraging them to adopt a healthier lifestyle. In the framework of the "EY ZHN” (Wellness) program, actions related to healthy eating, health and mental health, prevention, exercise, etc. Some of the most important programs and actions carried out in 2025 are the operation of the Counselling/Psychological Support Line, the online individual sessions with psychologists, the Dietician Line, the Mental Health 1 st Aid training, the Wellness Month which included actions such as massage sessions, yoga, stress management, meditation, fat measuring tests, etc.a, o men's awareness month for preventing and fighting prostate cancer and raising awareness of men's health issues in general (Movember), as well as participation in sports events and the provision of fitness programs.
Code of Conduct line - Whistleblowing system Positive Impact (IRO 20): Strengthening communication through relevant mechanisms
{ESRS S1-3 32 b,c,d,e / GRI 2-25}
The Fourlis Group ensures the operation of effective employee grievance mechanisms, which enhance trust, foster a culture of transparency and allow for the timely identification of potential violations in the work environment. In this context, the Group fully complies with Directive 2019/1937 on the protection of persons who report violations of EU law and has established the "Code of Conduct Line" - Whistleblowing system. The system provides for internal reporting channels, monitoring and management procedures related to:
•Product safety and compliance;
•Protection of the environment;
•Food safety;
•Public health protection;
•Consumer protection;
•Protection of privacy and personal data;
•Rules and provisions of corporate tax law.
In keeping with the principles of impartiality and independence, the management of reports has been assigned to the Company's Compliance Manager, who is the person responsible for receiving, reviewing and following up on cases. Reports can be submitted through the following alternative channels:
- By sending an email to codeofconduct@fourlis.com or by calling the Group's Code of Conduct line - 210 6293010
- By requesting a personal meeting (in person or by teleconference) with the Company's Compliance Manager, within a reasonable period of time from the date of the request. The request must be submitted in writing to codeofconduct@fourlis.com or by a call to the Code of Conduct Line 210 6293010.
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Recruitment procedures Risk (IRO 23): Recruitment procedures
The Group's approach to employment and its relationships with its employees directly affect their performance, retention and development, and are important issues for its long-term sustainable growth.
The following are the main pillars of the Open Resourcing Policy and Procedure, regarding the recruitment and professional development of the Group's human resources:
•Common recruitment assessment criteria across all Group companies to ensure equal opportunities and anti-discrimination.
•Providing equal opportunities for development through internal movement and promotion procedures to all Group employees.
•Maintaining a balance between gender, nationality, religion, political or other opinions, as well as on issues such as disability, sexual orientation, etc., in employee selection and development processes, and in pay and benefits policies.
10.3.1.6 Sustainability Targets of the Fourlis Group
{ESRS S1-5 46, 47 / GRI 3-3 / ATHEX ESG C-S2,S3}
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Progress on targets
Furthermore, in the FOURLIS Group
•The participation of women in the Group's workforce has exceeded the set target by 7%.
•At Group level, female representation in management positions is 46%. In Greece, where the official target has been set for this year, the representation of women exceeds the target by 2%. In the coming years, the Group will consider setting similar targets for the other countries of operation, namely Cyprus, Romania and Bulgaria."
•The representation of women on the Group's Board of Directors is 44%, exceeding the target of 33%.
Health and safety
In line with the Group's defined target, there have been no fatalities due to workplace injuries during the reporting period.
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10.3.1.1.7 Performance indicators/Metrics
Characteristics of Fourlis Group employees
{ESRS S1-6 50a / GRI 2-7, 405-1}
{ESRS S1-6 50b / GRI 2-7}
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{ESRS S1-6 50c / GRI 401-1 / ATHEX ESG Α-S3}
All Fourlis Group employees receive a salary that complies with applicable pay adequacy laws. In addition, 100% of employees are covered by collective labour agreements, while all employees enjoy full social protection either through public programs or through benefits offered by the company. Social
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protection includes coverage against loss of income due to sickness, unemployment, accidents at work and acquired disability, parental leave and retirement.
100% of the Group's human resources are covered by the health and safety management system, which complies with legal requirements and/or recognised standards and guidelines (national collective labour agreement).
{ESRS S1-15 93 a,b}
Under family benefits and rights, 100% of the Group's employees are entitled to family leave. These leaves are related to family reasons (maternity protection - 9 months, maternity leave, maternity leave, equal leave with reduced working hours, parental leave from the Employment Agency).
For the rest of the Group's countries of operation, a process of mapping and aggregated data collection is underway with the aim of full monitoring and reporting in the coming years.
Diversity Metric indicators
{ESRS S1-9 66 a,b / GRI 405-1 / ATHEX ESG C-S3}
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Indicators to measure training and skills development
{ESRS S1-13 83 a,b, 84 / GRI 404-3, GRI 404-1 / ATHEX ESG C-S5-1,2,3,4}
In 2025, the regular performance review for the 2024 reporting year was not performed due to a temporary systemic problem that affected the process at Group level. Nevertheless, the Group applies established performance and career development appraisal procedures on an annual basis. For 2026, the performance assessment process for 2025 was implemented as planned in accordance with the annual planned framework.
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The training hours presented do not include the companies SPORTSWEAR MARKET HELLAS MEPE and SPORTSWEAR MARKET ROMANIA S.R.L., which were established in 2025 and joined the Group with the acquisition and integration of the Foot Locker stores in April 2025.
{ESRS S1-14 88, 89 / GRI 403-8, GRI 403-9, GRI 403-10 / ATHEX ESG SS-S6-1,2,3}
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There are no data available on recorded work-related health problems and lost working days due to injuries. The Group is considering the possibility of collecting and reporting these data in future years.
{ESRS S1-17}
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Remuneration Metric indicators (pay gap and total remuneration)
{ESRS S1-16 a,b}
Reporting principles for metrics
{ESRS S1-6 50d,e}
1.The total number of employees of the Fourlis Group refers to 31/12/2025.
2.The number of employees, as presented in the tables in 10.3.1.7 - Metric indicators, refers to the total number of employees of the Fourlis Group.
3.Retirement rate is the total number of retirements divided by the average number of employees per month of the Fourlis Group during the reporting period.
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4.The division of employees into Middle Managers, Senior Managers and employees has been made on the basis of the employees' salary grade. Senior Managers refers to employees at a salary grade above 10 and Middle Managers between 6-9.
5.The way of calculating the average training hours per category of employees according to ESRS standards is: Sum of training hours (employee category)/sum of employees (head count) belonging to the category.
6.The remuneration indicators of ESRS S1-16 (gender pay gap and total pay ratio) are calculated according to the proposed ESRS formulas. For part-time employees, a basic FTE (Full time equivalent) reduction is applied so that pay is uniformly comparable. Standard full-time is defined as 40 hours/week and the FTE factor is calculated as contracted hours/standard full-time hours.
7.For the remuneration indicators of ESRS S1-16 (gender pay gap and total pay ratio), cash or in-kind benefits have not been included but only employee payroll.
8.The Metric indicators present the data of employees without including the data of non-employees.
9.When calculating the percentage of work-related injuries, the Group divides the total number of related incidents by the total hours worked by its own workforce and the result is multiplied by 1,000,000. Total hours worked are calculated on the basis of the annual workforce mapping in FTE, taking into account the active employees per month and the corresponding contract types.
10.3.2 S3 - Communities affected
10.3.2.1 Interests and views of stakeholders
{ESRS S3.ESRS2-SBM2}
Local communities have been recognised as a stakeholder group of the Fourlis Group and are a central pillar of its social contribution. The Group is in communication with local communities and the wider society in the countries where it operates, through established and institutionalised procedures resulting from the Sustainable Development Strategy and Policy, as well as through communication channels such as the Sustainable Development and Social Responsibility Department's email address, csr@fourlis.gr. Communication also takes place through partnerships with local authorities and social bodies, as well as through the systematic contact of the Sustainability Department with the executives of the companies participating in the Group's Sustainability Team. The Sustainability Team consists of executives from all Group companies, who are in constant communication and cooperation with the Sustainability Division for the design, coordination and implementation of the sustainability strategy, programmes and actions. Responsibility for communicating with local communities is taken on by either the Sustainability Directorate or the sustainability managers of each company, depending on the programme or initiative being implemented. These requests are collected and evaluated by the Sustainable Development Directorate on a regular basis in order to identify any needs, risks or opportunities that affect the
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communities, prioritise them and translate them into actions of measurable social benefit. The frequency of communication depends on the type of cooperation and the needs of the communities.
Concerns or comments from local communities can be raised through the customer service points, as well as through the independent and confidential whistleblowing line, which allows issues to be raised with full anonymity protection.
Detailed information on the ways and frequency of communication with the affected communities to identify and assess risks, opportunities and impacts is presented in section
10.1.1.8 Stakeholder interests
and views.
10.3.2.2 Policies
{ESRS S3-1-12}
The Fourlis Group has a Sustainable Development Strategy and Policy, which highlights, among other things, its commitment to implementing actions to support society. As part of its strategy, the Group provides support to vulnerable social groups and actively responds to the urgent needs of people and societies arising from extraordinary events (e.g. natural disasters).
The Group Management is committed to the implementation of the Sustainable Development Strategy and Policy at all levels, companies, sectors and lands of the Group's activities.
Fourlis Group, in addition to the Sustainable Development Policy, also applies the Human Rights Policy and the Code of Conduct - Whistleblowing System, strengthening transparency, accountability and protection of local and affected communities. These policies are published on the official website of the Fourlis Group
Internal Control System | Fourlis Group
, ensuring accessibility to all interested parties.
Additional information regarding accountability for implementing policies, as well as safeguarding the interests of stakeholders, is provided in
Section 10.3.1.3
- Table 22.
10.3.2.3 The identification and assessment of material impacts, risks and opportunities
{ESRS S3.SBM-3 / GRI 3-3}
The significant impacts, risks and opportunities associated with the affected communities have been identified by conducting a double materiality analysis and based on the Group's risk management policies and procedures. The methodology for conducting the materiality analysis is described in
Section 10.1.2
- Double Materiality Assessment
, of this report.
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Material impacts, risks and opportunities related to the affected communities

| Positive impact on the environment and society or on the business activity of the Fourlis Group
| Negative impact on the environment and society or on the business activity of the Fourlis Group

The time horizon of potential or actual risks/opportunities is indicated in
Table 5
of this report.
10.3.2.4 Actions
{ESRS S3-4 31 / GRI 3-3}
Social contribution
Positive Impact (IRO 29): - Creating value for the local community
The Group ensures the creation of new job posts through the development of its activities in Greece and abroad. In this way it strengthens local communities and stimulates national economies in the countries where it operates.
The Fourlis Group works every day to realize its shared commitment and vision, which is to create the conditions for a better life for all. In this context, Fourlis Group seeks to be in constant contact with citizens and the wider society in the countries where it operates through established channels of
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communication and engagement, in order to be informed about and understand their needs. At the next stage, needs are assessed and prioritised, while programmes and actions are designed and implemented in order to meet not only the current and most important needs of each local community, but also those that are most in line with the Group's strategy for Sustainable Development and Social Responsibility (support for vulnerable social groups, especially children), the number of beneficiaries and the nature of its activities. In addition, in cases of special circumstances (e.g. pandemic, natural disasters), the Group either renews its programmes or incorporates actions aimed at addressing these emergencies, for the relief of society and citizens. The Group's Sustainable Development and Social Responsibility Division is in constant and close communication and cooperation with the executives of all Group companies, in order to plan, coordinate and implement these actions together.
Social Responsibility programmes and actions were carried out in all countries where the Group operates. We summarise the most important actions implemented by country of activity in the reporting year:
Greece
•Equipment of 7 crèches/day-care centres through the Joy stations. Since the launch of the Joy Stations program in 2013, 98 stations have been equipped for more than 4.200 children.
•Support Make-A-Wish: equipping 31 children's rooms with IKEA products. Since the beginning of IKEA's cooperation with Make-A-Wish, 224 children's rooms have been equipped. At the same time, Intersport supported the work of Make-A-Wish through products, donations, special sales and sponsorships during the reporting year.
•Donation of equipment to the Child Protection Unit of Penteli.
•Continued cooperation with WWF Hellas for the rehabilitation of fire-affected areas (10% of battery/charger sales). Since the launch of the program in 2021, €166.675 has been allocated for this purpose.
•50.000+ meals through BOROUME (“WE CAN”) Program to institutions all over the country. Since 2012, more than 833.000 meals have been served.
•IKEA donated equipment to fire-stricken families of the Municipality of Vrilissia.
•Intersport in Greece offered free sporting goods to vulnerable groups through “Mission Human”.
•Intersport supported the 4th Midnight 3on3 Streetball (wheelchair basketball).
•ELEPAP was supported by the companies IKEA, INTERSPORT and FOOTLOCKER, through the film “Rivals for Good”. Through this initiative, the 3 companies of the Group provided ELEPAP with an amount of €15.000 in the form of products and gift vouchers to cover needs and support the work of the organization.
•The parent company Fourlis Holdings S.A. of the Group is a corporate member of the Diazoma Association, aiming at the protection and promotion of the ancient theatres of Greece.
•FOURLIS Holdings SA supports the Hellenic Society for the Environment & Culture (ELLET) for environmental protection actions and promotion of cultural heritage, including the development of a proposal for a National Climate Change Observatory.
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Cyprus
•Through the Cyprus Joy Stations program, 2 community kindergartens were fully equipped. Since 2017, IKEA Cyprus has equipped 21 community kindergartens for more than 620 children.
•Offer of 6.570+ meals to the Pancypriot Association of Single Parent Families & Friends. Since its launch in 2022, IKEA Cyprus has provided more than 22.000 food portions.
•Donation of products for temporary housing of fire victims (Municipality of Ipsona & Civil Defence).
Bulgaria
•Continued cooperation with UNICEF for child development & education programmes.
•Bullying awareness campaigns in schools (Pink Shirt Day).
•IKEA Bulgaria organized, in cooperation with UNICEF, the 5th children's painting competition. The competition is part of the global Let's play for change campaign, which aims to support every child's right to play.
•Donation of products to SOS Children's Villages, Cultural Centre Veliko Tarnovo, Social Service for children and families in Sofia.
•Free hosting of local producers at the IKEA Sofia store all weekends of the year.
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10.3.2.5 Fourlis Group Sustainability Targets
{ESRS S3-5-39,40 / GRI 3-3}
Progress in Targets
{ESRS S3-5-42b / GRI 3-3}
Social Contribution
The amount for the actions to support society in Greece, Cyprus, Bulgaria and Romania overcame the target of the annual budget.
10.3.2.6 Performance indicators/Metrics
During the reporting period, no incidents of human rights violations were recorded in the local communities with which the Group interacts.
To date, no reports or complaints from local or affected communities regarding serious human rights issues or related incidents associated with the Fourlis Group's activities have been recorded. The Group remains committed to ensuring human rights and to continuously monitoring and evaluating the impact
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of its activities, maintaining open channels of communication with local communities and all stakeholders.
Reporting principles for metrics
The count for the calculation of the amount of donated meals was based on the self-deliveries made by IKEA stores to cooperating social organisations and the non-profit organisation "Boroume” (“We can”).
10.3.3 S4 - Consumers and end-users
10.3.3.1 Interests and views of stakeholders
{ESRS S4.ESRS2SBM2}
Consumers and end users are a key stakeholder group for the Group, as they are directly affected by the products and services offered through physical stores and online channels. The Fourlis Group operates in retail markets (B2C) in Greece, Cyprus, Romania and Bulgaria, serving a wide range of consumers.
The Group acknowledges that the interests, views and rights of consumers and end-users directly influence its strategy, business model and the way it operates, with an emphasis on ensuring quality, safety, accessibility and transparency, as well as respect for human rights. The opinions and interests of consumers are collected through continuous and multi-channel communication as described in
section
10.1.1.8
of this report.
10.3.3.2 Policies
{ESRS S4-1, S4-3-27}
The Fourlis Group applies a comprehensive set of policies approved at management level that covers the management of the significant impacts of its products and services on consumers and end users, as well as the associated risks and opportunities. These policies apply to all Group subsidiaries, in every country of operation, and apply to all consumers, customers and visitors. They include the Health and Safety Policy, which provides for prevention and risk assessment procedures to ensure that customers and visitors stay safely on the premises and in the stores, as well as regular inspections, incident recording, written occupational risk assessments and accessibility infrastructure for people with disabilities. At the same time, compliance and product safety policies are in place for both IKEA and INTERSPORT products, which ensure compliance with European and national legislation, proper marking (such as CE and energy labels), the availability of clear instructions for use, as well as the existence of structured recall or withdrawal procedures when required. Responsible communication policies, implemented in accordance with international codes of conduct, IKEA's global rules and local laws,
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ensure that consumers receive accurate, transparent and appropriately tailored information. In addition, the Group applies a single Privacy Policy, fully aligned with the GDPR and local laws.
As part of its compliance with the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational Enterprises, the Group is committed to respecting the human rights of consumers and end-users and has incorporated processes that allow for the identification, monitoring and response to relevant issues. This commitment is reflected in practices that include fully informing consumers in the event of product recalls, promptly replacing defective items, ensuring the safety of products and infrastructure, and maintaining mechanisms to facilitate remediation of any negative impacts. The Group's consumer policy is aligned with internationally recognised standards relating to product safety, data protection and human rights, and no incidents of non-compliance with UN, ILO or OECD guiding principles relating to consumers or end-users downstream in the value chain were reported during the reporting period.
10.3.3.3 Consumer engagement processes, remediation and channels for raising concerns
{ESRS S4-1, S4-2}
Fourlis Group has established procedures to ensure systematic cooperation with consumers and end users to identify and manage actual and potential significant impacts related to product safety, health protection, quality of service, information integrity and personal data protection. This cooperation takes place directly through customer service mechanisms, complaint systems, the monitoring of returns and replacements of products, as well as through product recall procedures. The cooperation is integrated into the subsidiaries' regular operational processes and is used in decision-making activities, as issues that arise are analysed by the respective functional teams and reported to the management of each company, which is responsible for taking into account the results and the views of consumers. The effectiveness of cooperation is assessed through systematic monitoring of health and safety incidents, the trend of complaints and causes of product returns, and evaluation of the effectiveness of actions taken following each report or incident. At the same time, the Group takes special care for vulnerable consumer groups, such as people with disabilities, through accessible infrastructure in stores and by ensuring transparent, legible and understandable information on product use and safety issues. These procedures are an embedded practice of the Group and, therefore, there is no separate horizontal policy of cooperation with consumers beyond the existing mechanisms, which nevertheless fully meet the requirements of the standard.
The Group has established procedures aimed at remedying the negative impacts on consumers and end users and ensuring access to effective channels for raising concerns. Remediation is achieved mainly through the immediate withdrawal or replacement of defective products by INTERSPORT, the implementation of IKEA's official product recall procedures, where each action is accompanied by a detailed assessment of the causes and the required corrective actions, as well as through the recording and investigation of each health and safety incident that occurs in the Group's facilities. Consumers can raise concerns, requests or complaints directly at customer service points, through call centres, via email
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and through the official digital channels of the Group companies as well as through the whistleblowing system where they can raise concerns anonymously. At the same time, the Group systematically collects feedback through customer satisfaction surveys conducted on a regular basis, which are used as a complementary channel to identify safety, product quality and customer experience issues. In addition, the whistleblowing channel is also available to customers, providing the possibility to report anonymously or anonymously on issues related to compliance, integrity, safety or other significant observations. The Group also requires its key partners and suppliers to have respective compliance and reporting mechanisms in place in accordance with their contractual obligations, thus covering the business relationship aspect of supporting such channels. The monitoring of issues raised through these channels is carried out by systematically recording, classifying and evaluating complaints, health and safety incidents and product recalls, while the effectiveness of these mechanisms is assessed through trends in reporting, improvements implemented in products or processes and the reduction of recurring incidents. The Group believes that consumers know and trust the available channels of communication, as these are a long-standing and widely known practice of service by the subsidiaries in all countries of operation.
During the reporting period, no serious human rights issues or incidents related to violations of consumer or end-user rights have been reported.
10.3.3.4 The identification and assessment of material impacts, risks and opportunities
{ESRS S4.SBM-3}
The material impacts, the risks and opportunities related to consumers and end users have been identified by conducting a double materiality assessm,ent and based on the Group's risk management principles and procedures. The methodology for conducting the materiality analysis is described in section
10.1.2 - Double Materiality Assessment
, of this report.
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Material impacts, risks and opportunities related to Consumers and end-users
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| Positive impact on the environment and society or on the business activity of the Fourlis Group
| Negative impact on the environment and society or on the business activity of the Fourlis Group

The time horizon of potential or actual risks/opportunities is indicated in Table 5 of this report.
10.3.3.5 Actions related to Consumers and end-users
{ESRS S4-4 }
Risk: IRO 44 - GDPR risks
the Group applies a single Privacy Policy, fully aligned with the GDPR and local laws, which covers all individuals who deal with the Group and includes procedures to ensure their rights and annual training of all employees, including new employees through the induction program.
Risk: IRO 45 - Safety of consumers and/or end-users in the use of products
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Fourlis Group systematically manages the safety and quality of the products offered by its subsidiaries (IKEA, INTERSPORT, Foot Locker, Holland & Barrett), ensuring compliance with European and national legislation, as well as with the standards and requirements of the respective franchisors.
IKEA
For IKEA products, the IConduct guidelines (Chapter 3 - Product Compliance & Food Safety) apply. IConduct is IKEA's official framework of rules and compliance requirements, which guides all franchisees on how to manage product safety, quality and food safety issues.
IKEA has a product recall policy, multi-year warranties, special labelling and information material for proper use and safety.
In addition, an ISO 22000 food safety management system is applied in the restaurants of the stores.
As part of the franchise, IKEA systematically monitors quality reports, product returns and applies international procedures for managing deviations, reports and recalls.
Intersport & Foot Locker
For products available from INTERSPORT and Foot Locker stores, policies and procedures have been established to ensure compliance with European legislation, CE marking and market regulations.
Contracts with suppliers include clauses on compliance with product quality and safety requirements.
In case of defective products, an official recall procedure is activated, which includes immediate withdrawal, notification of the competent authorities (e.g. Ministry of Development) and public announcement via website, social media and stores.
Holland & Barrett
In the European Union, food supplements are mainly regulated as food products, with harmonised rules largely defined by Directive 2002/46/EC on food supplements.
Wellness Market as importer of Holland & Barrett products ensures the preparation of comprehensive regulatory dossiers that prove the safety, quality and compliance of its products with the regulations of both the European Union and the Greek Legislation and are registered with the National Agency for Medicines, which is the competent Greek Authority.
In addition, the health claims made on the labels of each product are scientifically substantiated and receive prior approval from the European Food Safety Authority (EFSA).
Product labels must comply with EU rules and include specific information such as the recommended daily dose, a warning not to exceed this dose and a statement that the supplement is not a substitute for a varied diet. Labels cannot claim to prevent, cure or treat a disease.
The following procedures have been established and are in place:
•Procedure for checking the regulatory conformity of products
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•Procedure for checking the regulatory conformity of product specifications
•Notification procedure of food supplements to the National Medicine Organisation (EOF)
•Procedure for checking the application of the regulatory provisions on product labelling
•A product recall process that provides clear steps for activation, internal management and external communication.
Opportunity: IRO 46 - Increasing customer attractiveness through innovations in payments
In the context of seizing the opportunity to enhance customer attractiveness through payment innovations, Fourlis Group has invested significantly in the expansion and modernization of the available payment solutions in all its subsidiaries.
New options include flexible interest-free installment schemes, bank loyalty schemes, "Buy Now, Pay Later" services, digital wallets and enhanced loyalty schemes.
This expansion improves convenience, transparency and the overall shopping experience, while enhancing the competitiveness of the Group's chains.
Below is a summary of the actions implemented by each of the Group's retail concepts in the field of innovative payment solutions:
INTERSPORT
•Integration of modern solutions through IRIS Payments.
•Support for Apple Pay and Google Pay via Viva Wallet.
Foot Locker
•Provision of Buy Now, Pay Later (Klarna) for in-store and e-shop purchases. Clear terms of use and systematic communication of the service in the e-shop and in stores (digital screens).
Holland & Barrett
•Buy Now, Pay Later (Klarna) - 3 interest-free installments.
•IRIS Payments for instant and secure electronic payments.
IKEA
IKEA has developed the most extensive ecosystem of payment options:
•The "Buy Now, Pay Later" service through Klarna offers IKEA customers the possibility to pay in three interest-free installments, enhancing their financial flexibility and ease of shopping.
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For 2026, the service is upgraded by widening the eligible amount from >€35-1.000 to €0-1.300 and extending it to physical stores.
•IRIS Payments.
•Payments by card & interest-free installments:
(up to 36 interest-free installments for purchases >500€, up to 24 interest-free installments for purchases >300€, up to 12 interest-free installments for purchases >100€)
•Loyalty Bonus Schemes, with fixed rewards & redeemability.
More than 15 actions were carried out in 2025.
•Apple Pay & Google Pay.
•IKEA Family & IKEA for Business loyalty programs - Ongoing offers, additional third-party benefits.
•Planet / Tax Free shopping for non-EU customers.
•Aegean (miles & redemption)
For IKEA stores in Greece, the adoption of a new, more friendly "instant loan" for physical stores, with a simplified procedure for customers, is under consideration. At the same time, it is considering partnerships with third party benefit providers, offering benefits such as special discounts for beneficiaries of the "My House II" programme through the National Bank of Greece.
All available payment options are available at:
Ways of Payment | IKEA Greece
.
Opportunity: IRO 47 - Customer Experience
The Group is leveraging the opportunity to enhance the customer experience (IRO 47) through an integrated omnichannel approach that combines digital and physical services, personalization, simplified service points and enhanced accessibility. The continuous training of employees, the systematic measurement of satisfaction through internationally recognised indicators and the adoption of solutions that optimise browsing and checkout are key pillars of the Group's strategy.
Below is a summary of the actions that each retail concept implements:
IKEA
•Renewal of the returns process, aiming for greater ease and speed.
•Restructuring the last-mile: new home delivery options based on price, dimensions and speed.
The CAPEX cost for the renewal of the returns process and part of the Last mile is 150.000€.
•Enhancing Click & Collect with more slots available.
•Creation of regional hubs for faster deliveries.
•IKEA on Wheels - mobile product delivery points.
•Pick-Up Points at non-store locations for greater flexibility.
Intersport
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•Telephone orders via an automated system from the Call Center.
•Continuous upgrading of the Intersport App as a key omnichannel service channel.
•Ability to enter orders via a mobile device (Instore PDA Order System), so that the customer can order products that are not available at that moment in the store (endless aisle), utilizing the available stock of other points.
•Upgraded search system (Smart On-Site Search / Clever Search) that recognizes synonyms, greeklish, as well as image and voice search, making it easier for the customer to find the products he needs.
•Atobi training platform, which provides continuous digital training for staff.
•Integration of the Accessibility Float Button (Equal Web) for people with disabilities.
•Creation of Specialty Football Doors with specialised experiences, personalised services and an e-shop section (plan for 1-2 new stores in 2026).
•Development of a new Commerce Platform with clienteling capabilities, high speed and personalized experience (to be implemented in 2026).
Foot Locker
Foot Locker uses the Lace Up platform, an integrated digital training tool that includes three key modules:
•CX Training (Customer Experience): Training employees in quality service practices to ensure a consistent and friendly experience for every customer.
•Product Training: continuous information and training on product features, technologies and benefits so that employees can provide accurate and useful information.
•Customer Complaints Handling: guidance in handling complaints and difficult incidents with professionalism and efficiency, enhancing customer confidence and satisfaction.
Holland & Barrett
Enhancing Customer Experience through Personalization in the online store.
Accessibility & Inclusion in the Group
The Fourlis Group places particular emphasis on creating an inclusive market environment, investing in actions that enhance accessibility and inclusion. In cooperation with the S.K.E.P., specialised accessibility audits were carried out for blind people, wheelchair users and deaf/hard of hearing people, as well as the preparation of an intervention plan in selected stores. In addition, training programs on disability awareness and familiarisation for employees and executives were implemented. In 2026, the Group will continue to invest in Diversity and Inclusion actions with a particular focus on training to serve people with disabilities at all points of contact, giving particular priority to:
•Training programs to familiarise employees with disability.
•Specific training for the proper service of customers and visitors with disabilities at all contact points.
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Customer Experience Measurement Mechanisms
Continuous evaluation of the customer experience is a key priority. For IKEA stores the Happy Customer methodology is used, while for INTERSPORT and Foot Locker the international Net Promoter Score (NPS) indicator is applied. These indicators are the foundation for monitoring satisfaction, loyalty and developing continuous improvement actions.
10.3.3.6 Sustainability Targets of Fourlis Group
{ESRS S4-5}
Progress in Targets
Safety of consumers and end-users
During the reporting period, the Group achieved its target of zero incidents of non-compliance with legislation on Health and Safety effects of products.
This performance confirms the consistent application of existing quality control and regulatory compliance procedures at all stages of the product life cycle.
10.3.3.7 Performance indicators/Metrics
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Number of Incidents | 2025
Incidents of non-compliance relating to the provision of information and labelling of products and services | 1
Fatal accidents and/or serious customer accidents, visitors and partners in the Group's stores/facilities. | 0

Table 46
10.2 G - Governance
10.4.1 G1 - Business Conduct
Business Conduct: Corporate culture & Governance
10.4.1.1 The role of the administrative, management and supervisory bodies
{G1.ESRS2-GOV-1 / GRI 2-12}
The Fourlis Group Board of Directors is responsible for setting the long-term strategic direction of the company, ensuring its alignment with corporate values and overseeing the implementation of internal control mechanisms that promote ethical business practice. At the same time, the Board of Directors establishes policies to manage conflicts of interest, ensuring that decision-making remains transparent and accountable. This responsibility extends to overseeing the performance of executive officers and assessing the effectiveness of corporate governance frameworks.
{G1. ESRS2 GOV-1b / GRI 2-9 / ATHEX ESG C-G1}
Fourlis Group emphasizes the qualifications and skills of the members of the Board of Directors. The Group's Corporate Governance Statement emphasises the need for non-executive directors to have the appropriate skills, experience and industry knowledge to provide effective oversight. In addition, the Group has a Suitability Policy, which sets out the criteria for the selection and ongoing development of Board members, ensuring that they have the necessary understanding of corporate governance, risk management and ethical business conduct. Board members receive continuous training on corporate governance and compliance issues to enhance their expertise.
At the same time, the Group has established the following Board committees and units to support both the Board and the Internal Audit System.
•Audit Committee
•Sustainability Committee
•Digital Transformation Committee
•Nomination and Remuneration Committee
•Internal Control System
•Regulatory Compliance System
•Risk Management System
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•Information Security Unit
The role and expertise of the administrative, management and supervisory bodies in relation to business conduct are clearly defined in the Fourlis Group Corporate Governance Statement of this Annual Report 2025.
10.4.1.2 Policies
{ESRS G1-1 / GRI 2-16 / ATHEX ESG C-G6}
The Fourlis Group has adopted high standards of professional ethics ensuring the commitment and cooperation of all its executives. Its Code of Conduct includes the following topics:
Relationship with third parties
•Partners / Suppliers
•Mass Media, Publications/Press Releases and Public Speeches
•Social Media
•Shareholders and Investors
Employee relations with colleagues and with the Company in general
•Respect for colleagues
•Health and Safety
•Forced and child labour
•Respect for people - Equal opportunities policy
•Harassment in the workplace
•Evaluation
•Education/ Training
•Crisis management / Employee cooperation in case of control by authorities, as well as in case of court proceedings
Consolidating a culture of risk management (risk awareness)
Regulatory Compliance Issues
•Conflict of interest
•Disclosure of Financial and Non-Financial Information
•Disclosure of Dependency Relationships of Members of the BoD
•Compliance of Persons Performing Managerial Duties
•Corruption
•Bribery
•Fraud
Protection of information, personal data and assets of the Company
•Confidentiality, privileged information
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•Personal Data:
•Assets of the Company
Healthy competition
Protection of the environment
Code of Conduct line - Whistleblowing system
{ESRS G1-1 7, 9, ESRS2 MDR-P}
Fourlis Group has adopted a number of policies related to business conduct, ensuring that its values and strategy are aligned with the corporate culture. The Board of Directors and senior management set the example of implementing this culture and use tools and techniques to integrate it into the Group's systems and processes. At the same time, it implements a Risk Management System that helps prevent and address violations of the Code of Conduct.
The table below summarises the accountability for the implementation of policies, standards/initiatives followed and stakeholder interests for each of the Fourlis Group's reported policies.
For more information on the content, scope and governance framework of the policies on business conduct and culture, the reader is referred to the Corporate Governance Statement of the Annual Report 2025.

Policy | Description of the main content of the policy | Policy scope or exceptions | Responsible for policy implementation | Third standards/initiatives respected | Interests of stakeholders
Sustainability Strategy and Policy | Environmental sustainability, social responsibility and transparency. Compliance with ESG criteria. | It applies to the entire Group and its subsidiaries. | Sustainable Development and Social Responsibility Department. | Compliance with international ESG standards. | Investors (through exhibitions), communities (through social programmes)

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General Privacy Policy | The purpose of this policy is to set out the principles and rules for the lawful and secure processing of personal data. | It applies to all such employees of the group and affiliated companies and the Board of Directors. There are no exceptions. | Regulatory Compliance Department | Compliance with the General Data Protection Regulation and these national provisions. | Data subjects (through their rights), competent data protection authorities.
Code of Conduct line– Whistleblowing System) | The Fourlis Group's Information Reporting (Whistleblowing) System ensures that employees and other stakeholders can report, in an anonymous and confidential manner, violations of the Code of Conduct and other Group policies. | The Whistleblowing System covers all those who obtain information about violations in a workplace context. | Regulatory Compliance Department | The policy complies with national and international laws on data protection, consumer protection and tax provisions. | It ensures that complainants and third parties associated with them are protected from retaliation. It ensures a fair and transparent procedure for investigating complaints from complainants

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GROUP Code of Conduct | The Code sets out the basic principles of professional, ethical and compliant behaviour for all Group executives. | It applies to all employees of the group and affiliated companies and the Board of Directors. There are no exceptions. | Management & Board of Directors, Regulatory Compliance Department, Internal audit | L.4706/2020 EU Regulation 596/ 2014 (MAR), Directive EU 2019/ 1937 (whistleblowing), competition laws (antitrust), environmental legislation, ERM/COSO framework for risk management. | Group employees, Suppliers, Regulatory authorities Shareholders, Investors, Society, Customers
Company’s Charter of Operation | Organisational structure, Board/Committee/Directorate responsibilities, ERM, risk management, regulatory compliance, recruitment & evaluation of executives, related party transactions, conflict of interest policies, disclosure, training & sustainable development policy. | Fourlis Group | Board of Directors Audit Committee Internal Audit Division, Regulatory Compliance Officer, Risk Management Officer, Chief Executive Officer Company Secretary | Law 4706/2020, Law 4548/2018, MAR (EU 596/2014), GDPR, IIA Standards, COSO ERM, Greek Corporate Governance Code. | Employees, shareholders, subsidiaries, investors, suppliers, society.

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Policy and Procedure for the Prevention, Identification and Management of Conflicts of Interest | The Policy establishes the complete framework for the prevention, identification and management of conflicts of interest within the Fourlis Group. Definitions, covered persons, types of conflicts, declaration/reporting, assessment, measures (exclusion, denial of access, removal, termination), record keeping, audits & training. | Management & Board of Directors, Executives, Employees, Shareholders ≥5%, Partners. | Regulatory Compliance Department Legal Services Department Board of Directors Internal Audit Division | L. 4706/2020 (article 13 - 14) L. 4548/2018 (articles 97-99 for related party transactions) IAS 24 | Shareholders, Suppliers & Partners, Customers, Employees, Regulatory authorities
Remuneration Policy | The Remuneration Policy of FOURLIS HOLDINGS SA determines: Fixed/variable board compensation, MBO, LTI, D&O insurance, benefits, claw-back, contract terms, non-executive participation in variable pay. | Applicable exclusively to members of the Board of Directors | Nomination and Remuneration Committee, Board of Directors General Meeting of Shareholders (approves the Policy every 4 years) | L. 4548/2018 - article 110, Directive 2017/828/EU , Directive 2007/36/EC | Shareholders, Investors, Executives

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Suppliers Code of Conduct | The Fourlis Group's Supplier Code of Conduct sets out the minimum standards of conduct and compliance that all suppliers and partners must adhere to. | The Policy applies to all suppliers, subcontractors & providers of the Group | Regulatory Compliance Department | National and international legislation on labour, health & safety, competition, personal data, environmental protection legislation, anti-corruption and anti-bribery legislation | Suppliers’ employees, Customers, Society
Identification & Risk Management (ERM) process | The process defines the Fourlis Group's approach to risk management, in accordance with the COSO ERM Framework. | Applicable to all companies and all levels of the Group's operations | Regulatory Compliance Issues | Full alignment with COSO ERM - Integrating with Strategy & Performance | Employees, Shareholders/Investors, Customers, Suppliers, Regulatory authorities
Management Procedure for Combating Fraud, Corruption and Bribery | The Anti-, Fraud, Anti-Corruption & Anti-Bribery policy sets out the procedure and set of principles for the prevention of bribery, corruption and fraud, also taking all possible measures to prevent and manage related incidents. | It applies to all employees of the group and affiliated companies and the Board of Directors. There are no exceptions. | Regulatory Compliance Department | International Standards, Legislation, Regulatory Directives and Corporate Governance | Group employees, Suppliers, Regulatory authorities Shareholders, Investors, Society, Customers, Society

Table 47
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{ESRS G1-1 10a / GRI 2-26}
The Group has a whistleblowing hotline for the submission of anonymous or anonymous complaints related to violations of the Code of Conduct and applicable legislation. These mechanisms are available to both internal and external stakeholders, and the internal audit unit is responsible for evaluating and investigating reports. The reports are handled in complete confidentiality and in accordance with the principles of data protection.
{ESRS G1-1 10b}
Fourlis Group is in the process of updating its Anti-Fraud, Corruption and Bribery Policy, in full coordination with the Whistleblowing System Policy. The revision of the Policy will also take into account the recommendation to incorporate the United Nations Convention against Corruption, with a view to strengthening the corporate governance framework and mechanisms.
The updated Policy is expected to be approved and enter into force in Q3-2026 and, following its adoption, training will be implemented throughout the Group.
{ESRS G1-1 10c}
The Group complies with the legislation number 4990/2022 on the protection of persons reporting violations of EU law, ensuring the protection of employees who file complaints. An internal reporting channel is provided and training is provided for both employees and managers who manage the reports. Protection measures include policies to prevent retaliation against complainants.
{ESRS G1-1 10e}
The Group has procedures in place to independently and objectively investigate incidents of business misconduct, including incidents of corruption and bribery. The following policies provide for strict compliance controls and internal control safeguards, and has adopted practices for transparency and fraud prevention.
•Code of Conduct - This sets out the basic principles of ethical and professional conduct, including rules against corruption and bribery.
•Conflict of Interest Prevention, Identification and Management Policy and Procedure - Ensures that all business decisions are made independently and without outside influence.
•Regulatory Compliance System - It establishes procedures to ensure the company's compliance with applicable laws and regulations.
•Internal Control System (ICS) - Includes controls and procedures to prevent and investigate incidents of corruption and fraud.
The Fourlis Group has developed and implements comprehensive procedures for the prevention, detection and response to incidents of corruption and bribery. These include internal control mechanisms, staff training, risk assessment and specific channels for reporting suspicious activities. In
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cases of incident investigations, the investigators or panels are independent of the levels of management that may be involved, thus ensuring the objectivity and impartiality of the process.
The procedure for reporting results relating to incidents of corruption and bribery includes the annual report prepared and presented by the Compliance Directorate. This report is submitted to both the Board of Directors and the Group's Audit Committee, ensuring transparency and informing the competent bodies.
The anti-corruption and anti-bribery procedure is communicated to employees through internal (F2F mobile application), internal documents (OPIS-operating procedure information system) and promotes awareness among employees, ensuring that it is accessible and understandable, and that everyone is aware of the possible consequences of non-compliance.
{GRI 418-1 / ΑΤΗΕΧ ESG C-G6}
The Fourlis Group complies with international and national data protection standards, implements clear information security policies and integrates data security issues into its Corporate Governance structure, ensuring appropriate oversight at the Board of Directors level.
The Group maintains a Personal Data Protection Policy and complies with the General Data Protection Regulation (GDPR, Regulation (EU) 2016/679), which has been incorporated into Greek legislation through Law 4624/2019. The Fourlis Group's Data Protection Policy outlines the measures to protect personal data, ensuring that only authorised persons have access to it and that enhanced security measures are in place to prevent unauthorised access or modification.
Furthermore, the Group's Information Security Policy includes the following:
•Information Security Management Framework (ISMF)
•Access Control Policy (ACP)
•Cryptography Policy (CP)
•Information Systems Physical & Environmental Security Policy
•Information Security Incident Management Policy
•Business Continuity Risks Policy
10.4.1.3 Management of supplier relations and payment practices
{ESRS G1-2, ESRS G1-6}
Fourlis Group manages its relationships with suppliers through an integrated framework of policies, procedures and evaluation mechanisms aimed at ensuring transparency, integrity, fairness and responsible operation throughout the supply chain. The Procurement Policy approved by the Board of Directors (26/01/2026) applies to all procurement categories and sets out basic principles such as transparency, equal treatment, professionalism, compliance and sustainability, while it is accompanied by the Supplier Code of Conduct and the Ethical Compliance Statement, which bind both executives and partners to avoid conflicts of interest, not accepting unauthorized benefits and protecting confidential information. The highest level of management responsible for the implementation of the Group's
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Procurement Policy is the Procurement Department, which is responsible for the supervision, implementation and monitoring of compliance with the Group's relevant procedures, requirements and standards.
From 2025, the Group is implementing a new digital platform for supplier evaluation, which incorporates VSME (Very Small and Small Enterprises questionnaire), ESG, information security and solvency criteria questions, and is expected to be completed in 2026 (CapEx €19.000).
The group may conduct ad hoc visits, comprehensive questionnaires, annual assessments and risk-based due diligence activities for critical suppliers during the integration process or periodically thereafter as required.
The Group incorporates social and environmental criteria in the selection and renewal of partnerships, with an obligation to comply with the Code of Conduct, labour and environmental legislation, as well as specific requirements for the protection of human rights, health and safety, environmental responsibility and information security.
The standard payment terms for Fourlis Group companies are 60 days from the date of receipt of the invoice, unless different terms are provided for in the contractual framework or in the invoice itself. Payments are executed through the monthly payment cycle, which takes place once (1) a month, taking into account the agreed payment terms of each invoice and the timely completion of internal approvals/controls.
To manage payments and prevent delays, the Payments Department systematically monitors invoice issue dates and the corresponding contractual payment deadlines through ERP (electronic business process management system) reports.
During the current reporting period, the Group has no pending litigation or legal disputes related to overdue payments.
Finally, the Group promotes fair cooperation with all suppliers, including SMEs and local partners, and evaluates the results of these practices through transparent processes, audits and continuous improvement mechanisms, with the aim of ensuring a resilient, ethical and sustainable supply chain.
10.4.1.4 The identification and assessment of significant impacts, risks and opportunities
{ESRS G1.ESRS2-IRO-1}
The significant impacts, risks and opportunities related to the Fourlis Group's business conduct and culture have been identified by conducting a double materiality analysis and based on the Group's risk management principles and procedures. The methodology for conducting the materiality analysis is described in
Section 1.2 - Double Materiality Assessment
, of this report.
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Impacts, risks and opportunities related to business conduct

Impacts on the environment and society | Risks & Opportunities for the Fourlis Group | Management
Corporate culture & Governance
Business Conduct: Corporate culture & Governance
|  |  | Risk (IRO 36): Regulatory changes & non-compliance The possibility of non-compliance would result in sanctions and high financial costs and would affect the Group's reputation | Compliance and Risk Management System
|  |  | Opportunity (IRO 40): Access to green/sustainable investments The ability to develop a strong ESG strategy would allow access to sustainable investments. Attracting investors who prioritise sustainability. | Integrating ESG strategy at the Group level. Publishing sustainability reports in accordance with ESRS and international standards. Investments in green infrastructure (e.g. photovoltaic panels, energy upgrading of shops).
|  |  | Risk (IRO 49): Operational procedures & controls Risk of inadequate or non-standard procedures and controls that may lead to errors, data loss, non-compliance or operational failures. Reduced customer and partner confidence, potential financial losses and legal consequences. | The Fourlis Group conducts frequent internal audits in its operating areas to ensure compliance with regulatory requirements. Fourlis Group maintains a structured governance model, with responsibilities clearly defined between the Board of Directors, the Internal Audit Department and the Compliance Unit. Training/Understanding of staff for compliance with procedures.

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|  |  | Risk (IRO 50): Cybersecurity Threats Risk of data breach, attacks (ransomware, phishing etc.) that can affect operations, personal data and reputation. | Cyber security and protection systems policy (firewalls, encryption). Training of staff on threat identification. Implement strong access control policies. Periodic audits and penetration tests. Cyber Attack Group Insurance
|  |  | Opportunity (IRO 51): Technology & Digital transformation Leveraging new technologies and digital tools to improve operations, customer experience and data analysis. | Investment in systems and platforms. Developing data analytics for better decision making. Staff training on digital skills (for security issues). Promoting omnichannel experience for customers.

Table 48

| Positive impact on the environment and society or on the business activity of the Fourlis Group
| Negative impact on the environment and society or on the business activity of the Fourlis Group

The time horizon of potential or actual risks/opportunities is indicated in Table 5 in Section 10.1.2.3 of this report.
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10.4.1.5 Actions
{ESRS G1.ESRS2-MDR-A}
The company's key strategic actions on business conduct are as follows:
Risk (IRO 36): Regulatory changes & non-compliance
The company addresses the risk of non-compliance with regulatory changes through an integrated Compliance and Risk Management System, which ensures timely adaptation to legislative requirements and avoids financial penalties or reputational impacts. The Compliance and Risk Management Department is responsible for monitoring regulatory changes, formulating and updating relevant policies and training employees on compliance requirements.
In addition, Internal Audit evaluates the implementation of regulatory policies once a year, while the Group has mechanisms in place for reporting and investigating non-compliance incidents.
Opportunity (IRO 40): Access to sustainable investment
The Group seizes the opportunity to attract sustainable investments by strengthening its ESG strategy, which includes environmental, social and intergovernmental initiatives. It has adopted a Sustainable Development Policy aimed at reducing its environmental footprint, enhancing social responsibility and transparency in governance. At the same time, compliance with international ESG standards enhances the Group's credibility and creates conditions for attracting investors who prioritise sustainability.
Through the implementation of ESG practices, the Group enhances its competitiveness and ensures compliance with sustainable financing criteria by gaining access to capital and investment programs that support businesses with a strong ESG profile. Transparency in the disclosure of sustainability data and its inclusion in the Group's strategic decisions are key factors in attracting institutional and private investment.
The Fourlis Group ensures that its economic activities are aligned with the European Union's Taxonomy regulations, including environmental objectives and minimum social safeguards. This alignment strengthens its eligibility for sustainable investments and demonstrates its commitment to transparent, responsible business practices.
Risk (IRO 49): Operational procedures & controls
Fourlis Group mitigates the risk of inadequate or non-standard procedures and controls through an integrated governance framework, which includes the Internal Control System (ICS), the single Enterprise Risk Management (ERM) system and the due diligence process applied to all Group companies. The Board of Directors and the relevant committees exercise systematic oversight of
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compliance, policies and operational safeguards. At the same time, the implementation of approved policies (Code of Conduct, governance policies, regulatory compliance), regular monitoring by the Risk Management Unit and the existence of reporting and internal control mechanisms ensure proper operation, transparency and reduction of the risk of operational failures, legal consequences and loss of trust of customers and partners.
In order to avoid risks related to weak or ineffective corporate governance, the Group has a strong governance framework, which includes the structure and responsibilities of the Board of Directors, the existence of specialised committees (such as the Audit Committee) and the process of continuous evaluation of the leadership (Board of Directors operating regulations - Board of Directors evaluation process). The Board of Directors consists of independent and executive members with appropriate experience, while committees oversee risk management, compliance and financial reporting. At the same time, the company has established procedures for evaluating the effectiveness of its administrative structures, as well as policies for the development of its executives (Education and training programs, Assessment and capacity development, Succession planning, Strengthening of corporate culture and leadership), ensuring the continuation of smooth corporate operations.
{ESRS G1-3 18a / GRI 2-13}
The Fourlis Group manages the risk of non-compliance with ethical issues through its Code of Conduct, which includes policies to combat fraud, corruption and bribery, Violence and Harassment, the protection of human rights , health & safety. In particular, the company applies an Equal Opportunities and Diversity Policy, ensuring that the working environment is safe and equal for all, has established a Human Rights Policy, which confirms the company's commitment to safeguarding the fundamental rights of all stakeholders and applies the Code of Conduct Line - Whistleblowing System.
{ESRS G1-3 19, 21a}
Compliance with the Code of Conduct is monitored through the internal control system (Internal Audit, Regulatory Compliance, Risk Management units), while employees are encouraged to report any incident through the whistleblowing system. At the same time, the company implements education programs to promote ethical behavior, enhancing prevention and awareness.
In 2025, Fourlis Group implemented training programs incorporating topics related to the prevention of fraud, corruption and bribery. In particular, the trainings "Compliance & Policy and Procedure for the Prevention, Identification and Management of Conflicts of Interest" and "Risk Management" included references to the risk of corruption. In 2025, no specialised trainings exclusively dedicated to corruption and bribery issues were held. However, as part of the continuous strengthening of the integrity system, the Compliance & ERM Unit has included in its 2026 planning the update of the Anti-Fraud, Corruption and Bribery Policy, in full alignment with the current Whistleblowing System Policy. Following the completion of the review and approval of the relevant policies, targeted training on fraud, corruption and bribery is planned to be implemented for all Group employees during Q3-2026. This
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training will be a key element in strengthening the organisational culture of integrity and preventing non-compliance
Risk (IRO 50): Cybersecurity Threats
In the 2025 reporting year, the Group has significantly strengthened the protection of its information systems in order to reduce the risk of data breaches, attacks (ransomware, phishing) and any form of cyber threat that may affect its operations, personal data and reputation.
Actions and actions implemented within 2025:
•24×7 SOCaaS & MDR (Microsoft Sentinel)
−Fully integrated operational model of detection & response.
−Continuous surveillance on all systems with automated incident analysis.
−Includes advanced Threat Intelligence & Brand Protection.
•SIEM Integration & Monitoring
−Centralize logs from critical systems in SIEM.
−Continuous analysis of threat patterns and correlations.
•Endpoint Security & XDR
−Deploy Microsoft Defender XDR on all endpoints.
−Implementation of baseline policies and gradual transition to blocking mode and tuning.
•Encryption & data protection
−Encryption at rest in systems and databases.
−BitLocker enabled and single management via Intune.
−Encryption in transit with TLS enforcement for all public networks.
•Identity & Access Controls
−Multi Factor Authentication (MFA) for VPN.
−RBAC & Least Privilege in critical systems and management roles (with further maturation in IAM).
•Web & Perimeter Security
−Implement a Web Application Firewall (WAF) on all websites to protect against malicious traffic.
•network segmentation
−First phase segmentation into subsidiaries (e.g. Foot Locker).
−Gradual implementation of Group wide segmentation by 2027.
•Security by Design & Architecture
−Installation of pre go live security gates.
−Apply non functional security requirements to all implementations.
•security awareness
−Comprehensive training campaigns.
−Structured phishing simulation program in progress.
A total of:
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•20.000 € for trainings and phishing simulations
•475.000€ for 24×7 SOCaaS & MDR (with integrated Threat Intelligence & Brand Monitoring)
•27.000 € for Security by Design & Architecture Services
•additional IT OPEX/CAPEX for Microsoft E5 licenses, WAF, SD-WAN, backup infrastructure and other cyber security technologies.
For the following years (2026 and 2027), projects are planned such as:
•SD WAN & Full Network Segmentation Completion - FY26
•Holistic Backup, encrypted and logically isolated from production environments - FY26
•Network Detection & Response (NDR) - FY26
•Unified Penetration Testing Framework - FY26
•Strengthening Email Security - FY26
•Identity & Access Management (IAM) - FY27
•Data Loss Prevention (DLP) - FY27
Targets and expected results:
•Reducing the risks of account compromise and phishing.
•Further improve detection & response times.
•Full homogenization of security posture across the Group.
•Enhancing resilience and preparedness against modern cyber threats.
•Compliance with modern standards and regulatory requirements.
The management of this risk is supported by the Group's integrated policy framework, which includes the Information Security Policy, the Access Control Policy, the Data Classification & Handling Policy, the Incident Management Procedure and the Supplier Security Policies. All policies and procedures are available on the Group's internal corporate system/portal (OPIS) which acts as a central repository for policies, procedures, guidelines and operating documents, so that employees have access to the latest versions.
Opportunity (IRO 51): Technology & Digital transformation
In the year 2025, Fourlis Group implemented a series of strategic interventions in the field of technology and digital transformation to improve operational efficiency, enhance customer experience, strengthen data analytics and ensure business continuity through modern security standards.
I.E Commerce Platform for FootLocker:
In 2025, the implementation of the e-shops of FootLocker, which was integrated into the group, began. The Greece e-shop went live at the beginning of April 25. Then we proceeded to the implementation of the e-shop in Romania. This one came into operation on July 25. As of October 25, the implementation of the e-shop for Bulgaria has started, which is expected to be delivered in early 2026 and then we will proceed with the implementation of the e-shop for Cyprus.
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Budgeted expenditure:
•Greece: € 238.000
•Romania: € 30.000
•Bulgaria: € 25.000
II.Operations & Supply Chain Improvement
Replenishment Supply Chain
In 2025, Fourlis Group proceeded with the implementation in the SAP information system, aiming to automate the stock replenishment process in Intersport and FootLocker stores. This action was necessary as the previous system supporting the process had structural weaknesses.
Within 2026, the Group will implement a new Demand Planning & Forecasting system, which will fully cover the operational needs of the Group's companies Sportswear Market SA, Sportswear Market Ltd Cyprus and Genco Trade Srl. Budgeted expenditure: The implementation is carried out by the Group's internal implementation team.
III.Implementation of Group-wide EDI Modernization (Group-wide EDI Modernization)
Fourlis Group proceeded to the design and implementation of a new integrated Electronic Data Interchange (EDI) platform, aiming to meet the business needs of Sportwear Market for communication with suppliers through the B24 system, as well as the integration of other local suppliers into the platform.
The implementation includes a fully automated end-to-end interface with suppliers and automatic updating of the Group's information systems. Through this project, significant savings in human resources and optimization of information processes in the supply chain are achieved. In addition, the digital management and registration of suppliers' invoices is integrated. Budgeted expenditure: € 90.000
IV.SAP Migration to Azure Cloud Infrastructure (SAP Migration to Azure Cloud)
Fourlis Group completed the migration of SAP IT infrastructure to the Azure Cloud environment, aiming to enhance business performance, security and availability of critical systems. This action contributed to the reduction of operational risks associated with the older technological infrastructure and led to a gradual decoupling from the Group's local Data Center in Schimatari. The migration to Azure enabled improved resource management, increased flexibility and better business continuity, aligning the Group's technology infrastructure with modern best practices.
Budgeted expenditure: 18.000 €.
V.Data Platforms
Fourlis Group implemented in 2025 a series of targeted interventions to enhance the quality, reliability and use of data in management information for informed and valid data flows. These projects enhance the Group's ability to make data-driven decisions and better use it in decision-making.
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•Central Data Warehouse
In 2025, Fourlis Group implemented a single Central Data Warehouse for the homogenization and analysis of corporate data, initially for the needs of management and then for FootLocker. In the same context, the consolidation of the reporting of all Group companies into a common platform was initiated, achieving rationalisation of computing resources and improving the quality of the information available for decision making.
Budgeted expenditure: The implementation was carried out by the internal team of the IT Department.
•MIS Reporting Infrastructure
In the last quarter of 2025, the deployment of the new MIS Reporting infrastructure was completed. The platform provides management with daily access to standard indicators such as Profit & Loss, Balance Sheet and Cash Flow, through consolidated financial data and common account mappings.
Budgeted expenditure: The implementation was carried out by the internal team of the IT Department.
VI.IT Operating Model & Governance
•New IT PMO Structure & Project Management Process
In 2025, Fourlis Group activated a new IT PMO (IT Project Management Office) framework for the prioritisation, control and monitoring of all IT projects. The new structure enhances transparency, optimal resource utilisation and effective implementation of strategic projects, aligning processes with the Group's governance requirements.
At the same time, the ClickUp Project Management system was implemented, which enabled the creation of a unified project governance framework with common processes, documentation standards and improved visibility into deadlines, priorities and operational risks. The use of standardized tools, such as project plan templates, Risk Registry, Stakeholders Registry and UAT documentation, enhanced accountability, documentation quality and audit readiness. ClickUp now supports the coordination between the IT, Finance, Procurement and individual corporate units, reducing operational gaps and constituting a critical infrastructure for the Group's digital transformation and sustainable business operation.
Budgeted expenditure: 2.000 €.
•New internal request management process (Ticketing Platform)
During 2025, the FOURLIS Group made a critical upgrade of its digital operation with the implementation of the Jira system, which is now the central tool for recording, organising, monitoring and managing IT requests and projects at Group level. The transition to a single work management framework, replacing scattered and non-standardised communication channels, has significantly enhanced transparency, efficiency and decision-making in the IT Directorate.
The migration to Jira has also enabled the integration of all IT support channels, as requests previously sent via email are now collected exclusively in the system, enhancing analytics, traceability and accuracy in IT KPIs. User training and the official announcement of the adoption of Jira as the single channel for requests ensure homogeneity in the use and proper functioning of the new model.
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Overall, the implementation of Jira contributes significantly to the Group's compliance with:
−Strengthening transparency and accountability in operational governance,
−The digitisation of critical business processes,
−Improving the efficiency and measurability of IT services,
−Strengthening security, traceability and data quality,
−The creation of a unified framework for risk and performance assessment in IT Operations & Service Management.
At the beginning of 2026, the Jira system will be extended to all companies and all countries where the Group is present.
Budgeted expenditure: 25.000 €.
The actions planned for the years 2026-2027 focus on:
•Completion of major digital projects, such as the e-commerce upgrade, the SAP migration and the development of more targeted customer segmentation.
•Application of Artificial Intelligence (AI) solutions in decision-making processes, retail operations, supply chain and corporate governance.
•Further strengthen digital security and data protection to reduce risks and enhance operational resilience.
•Maturation of the IT PMO operating model, with emphasis on improving project prioritization, monitoring and documentation processes.
•Development of a single data governance and unified reporting framework through a new Enterprise Performance Management (EPM) system, which will replace the existing SAP BPC by the b quarter (Q2) of 2026.
The reporting year was a year of intensive digital acceleration for the Fourlis Group, with projects that improved customer experience, enhanced operational efficiency, developed advanced data analytics capabilities and strengthened security and systems governance. The planned projects for the years 2026-2029 ensure the continuation of the technological upgrade and full alignment with the Group's sustainability targets.
10.4.1.1.6 Sustainability Targets of Fourlis Group
{ESRS G1.ESRS2 -MDR-T}
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Target | Base year | Base year measurement | 2025 | % Change 2025 compared to base year | 2025 (short-term) | 2026 to 2030 (medium-term) | 2031 to 2050 (long-term)
Governance |  |  |  |  |  |  |
Number of confirmed cases of corruption or bribery | 2024 | 0 | 0 | 0% | 0 | 0 | 0
Incidents related to possible personal data leakage | 2025 | 0 | 0 | 0% | 0 | 0 | 0
Evaluation of the Group's key suppliers based on ESG criteria **** | 2026 | - | - | - | Design of a suppliers’ evaluation system | 50 | 50

Table 49
Progress in Targets
•Number of confirmed cases of corruption or bribery As part of the Fourlis Group's commitment to integrity and business ethics, no incidents of corruption and bribery have been recorded, in line with the target set.
•Significant data loss incidents in all (100%) operations and subsidiaries In line with the target set by the Fourlis Group, no incident of loss of personal data has been recorded during the reporting period.
The Group has set a target to launch e-learning specialised training courses on preventing and fighting corruption and bribery in 2026.
For this reporting period, no roles have been identified as having a higher risk for incidents of corruption and bribery, as existing internal control procedures are applied horizontally across all levels of the Group, ensuring that no single position operates without the necessary oversight.
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10.4.1.7 Performance indicators/Metrics
{ESRS G1-4 24, 25 / ATHEX ESG A-G2}

Incidents of corruption or bribery | 2024 | 2025
Confirmed cases of corruption or bribery | 0 | 0
Confirmed incidents where a business agreement has been terminated or not renewed due to a case of corruption or bribery | 0 | 0
Number of judgments (convictions) handed down in corruption or bribery cases | 0 | 0
Amount of fines issued in cases of corruption or bribery. | 0 € | 0 €

Table 50
Reporting principles for metrics
1.Data on incidents of corruption or bribery relate to the entire Fourlis Group.
2.Evaluation of the Group’s key suppliers based on ESG criteria ****: The number “50” refers to the total number of key suppliers that will have been evaluated based on ESG criteria over the medium term, not the annual number of evaluations. The respective target also applies to the long-term period.
10.5 Table of References
Table 51 below provides a summary overview of all internal references within the Sustainability Report, as well as references to the Annual Financial Statements, in order to avoid duplication and ensure traceability in accordance with ESRS requirements.

Section | Module Description | Type of Reference | Reference Section | Reference text
10.1.1.1 | General information: Sustainability statement reporting principles | External_Financials | Section 1.2 | The direct and indirect subsidiaries of the Group, which are included in the consolidated data for the period 1/1-31/12/2025, by sector and country of operation, are the following:

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | 10.1.2 | More information about the double materiality assessment and its results is provided in section 10.1.2 Double Materiality Assessment.
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | Section 10.2.2.4 | Climate Change: This report includes information on the material impacts, risks and opportunities associated with the company through its direct and indirect business relationships up and/or down the value chain in sections 10.4.1.
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | Section 10.2.3.2 | Use of Resources and Circular Economy: This report includes information on the material impacts, risks and opportunities associated with the company through its direct and indirect business relationships upstream and/or downstream the value chain in thematic sections 10.2.3.
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | Section 10.3.1.4 | Own Workforce: This report includes information on the material impacts, risks and opportunities associated with the company through its direct and indirect business relationships upstream and/or downstream the value chain in thematic sections 10.3.1.
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | Section 10.3.2.3 | Affected communities: This report includes information on the material impacts, risks and opportunities associated with the company through its direct and indirect business relationships upstream and/or downstream the value chain in thematic sections 10.3.2.
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | Section 10.3.3.4 | Consumers and end users: This report includes information on the material impacts, risks and opportunities associated with the company through its direct and indirect business relationships upstream and/or downstream the value chain in thematic sections 10.3.3.
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | Section 10.4.1.4 | Business Conduct: This report includes information on the material impacts, risks and opportunities associated with the company through its direct and indirect business relationships upstream and/or downstream the value chain in thematic sections 10.4.1.

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.1.1.1 | General information: Strategy, business model and value chain | External_Financials | Section 5. | In section 5. "Operating segments" of the annual financial report presents the analysis of the Fourlis Group's total revenues for the reporting year 2025, by operating segment in accordance with the requirements of IFRS 8 "Operating segments".
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | 10.1.1.1 | The metrics and indicators presented in this report cover all of the Group's activities, as defined in the Key Information of this section (10.1.1.1).
10.1.1.1 | General information: Sustainability statement reporting principles | Internal | 10.2.3.5 | During the reporting year, a change occurred in the availability and completeness of waste data, which resulted in the revision of the previous year's comparative figures. Detailed documentation of the change and the applied methodology is presented in the section ‘Reporting principles for metrics – 10.2.3.5 Metrics”.
10.1.1.3 | General information: Composition and diversity of the administrative, management and supervisory bodies | External_URL | https://www.fourlis.com/fourlis-group/corporate-governance/board-of-directors-of-fourlis-holdings-sa/ | The knowledge, experience and skills of the Board of Directors and the Sustainability Committee are listed in the detailed CVs of the members of the Board of Directors and senior executives on the Fourlis Group website (Board of Directors - fourlis.gr)
10.1.1.3 | General information: Composition and diversity of the administrative, management and supervisory bodies | External_URL | https://www.fourlis.com/fourlis-group/corporate-governance/management-team/ | The knowledge, experience and skills of the Board of Directors and the Sustainability Committee are listed in the detailed CVs of the members of the Board of Directors and senior executives on the Fourlis Group website (Executive Officers - fourlis.gr).

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.1.1.7 | General information: Strategy, business model and value chain | Internal | Section 5. | In section 5. "Operating segments" of the annual financial report presents the analysis of the Fourlis Group's total revenues for the reporting year 2025, by operating segment in accordance with the requirements of IFRS 8 "Operating segments".
10.1.2.3 | Double Materiality Assessment: Impact, Risk and Opportunity Rating Scale (IROs) | Internal | Sections 10.2.2.4 & 10.2.2.5 | Climate Change: The current and expected impact of the Group's significant impacts, risks and opportunities on the business model, value chain, strategy and decision-making, as well as the Group's actions or planned actions to address these impacts, including any strategic or business adjustments undertaken or planned to address specific significant impacts or risks or to take advantage of specific significant opportunities, are discussed in detail in section 10.2.2.
10.1.2.3 | Double Materiality Assessment: Impact, Risk and Opportunity Rating Scale (IROs) | Internal | Sections 10.2.3.2 & 10.2.3.3 | Use of Resources and Circular Economy: The current and expected impact of the Group's significant impacts, risks and opportunities on the business model, value chain, strategy and decision-making, as well as the Group's actions or planned actions to address these impacts, including any strategic or business adjustments undertaken or planned to address specific significant impacts or risks or to exploit specific significant opportunities, are discussed in detail in section 10.2.3.
10.1.2.3 | Double Materiality Assessment: Impact, Risk and Opportunity Rating Scale (IROs) | Internal | Sections 10.3.1.4 & 10.3.1.5 | Own Workforce: The current and expected impact of the Group's significant impacts, risks and opportunities on the business model, value chain, strategy and decision-making, as well as the Group's actions or planned actions to address these impacts, including any strategic or business adjustments undertaken or planned to address specific significant impacts or risks or to exploit specific significant opportunities, are discussed in detail in section 10.3.1.

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.1.2.3 | Double Materiality Assessment: Impact, Risk and Opportunity Rating Scale (IROs) | Internal | Sections 10.3.2.3 & 10.3.2.4 | Affected communities: The current and expected impact of the Group's significant impacts, risks and opportunities on the business model, value chain, strategy and decision-making, as well as the Group's actions or planned actions to address these impacts, including any strategic or business adjustments undertaken or planned to address specific significant impacts or risks or to exploit specific significant opportunities, are discussed in detail in section 10.3.2.
10.1.2.3 | Double Materiality Assessment: Impact, Risk and Opportunity Rating Scale (IROs) | Internal | Sections 10.3.3.4 & 10.3.3.5 | Consumers and end users: The current and expected impact of the Group's significant impacts, risks and opportunities on the business model, value chain, strategy and decision-making, as well as the Group's actions or planned actions to address these impacts, including any strategic or business adjustments undertaken or planned to address specific significant impacts or risks or to exploit specific significant opportunities, are discussed in detail in section 10.3.3.
10.1.2.3 | Double Materiality Assessment: Impact, Risk and Opportunity Rating Scale (IROs) | Internal | Sections 10.4.1.4 & 10.4.1.5 | Business Conduct: The current and expected impact of the Group's significant impacts, risks and opportunities on the business model, value chain, strategy and decision-making, as well as the Group's actions or planned actions to address these impacts, including any strategic or business adjustments undertaken or planned to address specific significant impacts or risks or to exploit specific significant opportunities, are discussed in detail in section 10.4.1.
10.1.2.4 | Double Materiality Assessment: Metric indicators and targets | Internal | Section 10.2.2.7 | * An explanation of the term LFL is given in section 10.2.2.7 - Reference principles for measurements.
10.1.2.4 | Double Materiality Assessment: Metric indicators and targets | Internal | Section 10.2.2.6 | Climate Change: The targets and progress in these, together with the Metric indicators are described in more detail in the specific thematic section 10.2.2 of this Sustainability Report.
10.1.2.4 | Double Materiality Assessment: Metric indicators and targets | Internal | Section 10.2.3.4 | Use of Resources and Circular Economy: The targets and progress in these, together with the Metric indicators are described in more detail in the specific thematic section 10.2.3 of this Sustainability Report.

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.1.2.4 | Double Materiality Assessment: Metric indicators and targets | Internal | Section 10.3.1.6 | Own Workforce: The targets and progress in these, together with the Metric indicators are described in more detail in the specific thematic section 10.3.1 of this Sustainability Report.
10.1.2.4 | Double Materiality Assessment: Metric indicators and targets | Internal | Section 10.3.2.5 | Affected communities: The targets and progress in these, together with the Metric indicators are described in more detail in the specific thematic section 10.3.2 of this Sustainability Report.
10.1.2.4 | Double Materiality Assessment: Metric indicators and targets | Internal | Section 10.3.3.6 | Consumers and end users: The targets and progress in these, together with the Metric indicators are described in more detail in the specific thematic section 10.3.3 of this Sustainability Report.
10.1.2.4 | Double Materiality Assessment: Metric indicators and targets | Internal | Sections 10.4.1.6 | Business Conduct: The targets and progress in these, together with the Metric indicators are described in more detail in the specific thematic section 10.4.1 of this Sustainability Report.
10.2.2.1 | E1– Climate Change: Transition plan for climate change mitigation | Internal | Section 10.2.2.6 | These targets include a 100% reduction of Scope 1 emissions related to stationary equipment fuels and a 50% reduction of Scope 2 emissions by 2030 in Greece, as described in sub-section 10.2.2.6 Targets.
10.2.2.1 | E1– Climate Change: Transition plan for climate change mitigation | Internal | Section 10.2.2.5 | In order to achieve its emission reduction targets, Fourlis Group implements a number of initiatives to mitigate climate change, as mentioned in sub-section 2.2.5 Actions.
10.2.2.1 | E1– Climate Change: Transition plan for climate change mitigation | Internal | 10.2.1 | EU Taxonomy Report: In accordance with section 10.2.1 (reporting based on the EU taxonomy), the Group has allocated capital expenditure.
10.2.2.1 | E1– Climate Change: Transition plan for climate change mitigation | Internal | Section 10.2.2.6 | Potential locked-in emissions from petroleum fuel backups for generators represent only 0,02% of total fossil fuel consumption at stationary sources. Due to their extremely low impact, and the fact that they are only used in exceptional cases and not on a permanent basis, they have been excluded from the Scope 1 target calculations (sub-section 10.2.2.6 Targets).

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.2.2.2 | E1– Climate Change: Policies | External_URL | https://www.fourlis.com/el/viosimotita/stratigiki-viosimotitas/ | The Sustainability Strategy and Policy is published on the Group's page Fourlis Sustainability Strategy | Innovation & Responsibility.
10.2.2.4 | E1- Climate Change: The identification and assessment of material impacts, risks and opportunities | Internal | 10.1.2 | Climate Change: The significant impacts, risks and opportunities related to climate change mitigation/adaptation and energy identified according to the materiality analysis described in Section 10.1.2 - Dual Materiality Analysis
10.2.2.6 | E1- Climate Change: Fourlis Group Sustainability Targets | Internal | Section 10.2.2.7 | Clarifications regarding Scope 1 - Direct Emissions from Combustion in Stationary Sources (GR) *, Market Based(GR) **, Market Based (GR) Comparative LFL *** are given in subsection 10.2.2.7 - Reference principles for measurements.
10.2.3.1 | E5-Use of Resources and Circular Economy: Policies related to resource use and the circular economy | External_URL | https://www.fourlis.com/el/o-omilos-fourlis/etairiki-diakyvernisi/systima-esoterikou-elegxou/ | The Sustainability Strategy and Policy as well as the Supplier Code of Conduct are published on the Fourlis Group Internal Audit System page | Fourlis Group.
10.2.3.2 | E5-Use of Resources and Circular Economy: The identification and assessment of material impacts, risks and opportunities | Internal | 10.1.2 | Use of Resources and Circular Economy: The methodology for conducting the materiality analysis is described in Section 10.1.2 - Double Materiality Assessment, of this report.
10.3.1.1 | S1 - Own Workforce: Stakeholders' interests and views | Internal | Section 10.1.1.8 | Further information on how and how often to communicate with employees to identify and assess risks, opportunities and impacts is presented in section 10.1.1.8 Stakeholder interests and views.

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.3.1.3 | S1 -Own Workforce:Policies | External_URL | https://www.fourlis.com/el/o-omilos-fourlis/etairiki-diakyvernisi/systima-esoterikou-elegxou/ | All the above policies are published on the Fourlis Group website Internal Audit System | Fourlis Group.
10.3.1.4 | S1 - Own Workforce: The identification and assessment of material impacts, risks and opportunities | Internal | 10.1.2 | The methodology for conducting the materiality analysis is described in Section 10.1.2 - Double Materiality Assessment, of this report.
10.3.1.4 | S1 - Own Workforce: The identification and assessment of material impacts, risks and opportunities | Internal | Section 10.1.2.3 | The time horizon of potential or actual risks/opportunities is indicated in Table 5 in Section 10.1.2.3 of this Sustainability Report.
10.3.2.1 | S3-Affected communities: Interests and views of stakeholders | Internal | Section 10.1.1.8 | A more detailed discussion of the ways and frequency of communication with affected communities to identify and assess risks, opportunities and impacts is presented in Section 10.1.1.8 Stakeholder interests and views.
10.3.2.2 | S3-Affected communities: Policies | External_URL | https://www.fourlis.com/el/o-omilos-fourlis/etairiki-diakyvernisi/systima-esoterikou-elegxou/ | These policies are published on the official website of the Fourlis Group Internal Control System | Fourlis Group
10.3.2.3 | S3-Affected communities: Interests and views of stakeholders | Internal | 10.1.2 | The methodology for conducting the materiality analysis is described in Section 10.1.2 - Double Materiality Assessment, of this report.

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.3.2.3 | S3-Affected communities: The identification and assessment of material impacts, risks and opportunities | Internal | Section 10.1.2.3 | The time horizon of potential or actual risks/opportunities is indicated in Table 5 in Section 10.1.2.3 of this report.
10.3.3.1 | S3-Affected communities: The identification and assessment of material impacts, risks and opportunities | Internal | Section 10.1.1.8 | Additional information regarding accountability for the implementation of policies, as well as safeguarding the interests of stakeholders, is provided in section 10.3.1.3 - Table 26.
10.3.3.1 | S4 - Consumers and end users: Interests and views of stakeholders | Internal | Section 10.1.1.8 | Consumer views and interests are collected through continuous and multi-channel communication as described in section 10.1.1.8 of this report.
10.3.3.4 | S4 - Consumers and end users: The identification and assessment of material impacts, risks and opportunities | Internal | 10.1.2 | The methodology for conducting the materiality analysis is described in section 10.1.2 - Double Materiality Assessment, of this report.
10.3.3.5 | S4 - Consumers and end users: Actions related to Consumers and end users | External_URL | https://www.ikea.gr/exupiretisi-pelaton/upiresies-ikea/tropoipliromis. | All available payment options are available at: https://www.ikea.gr/exupiretisi-pelaton/upiresies-ikea/tropoipliromis.
10.4.1.1 | G1 - Business Conduct: The role of the administrative, management and supervisory bodies | External_Financials | Section 15 | The role and expertise of the administrative, management and supervisory bodies in relation to business conduct are clearly defined in the Fourlis Group Corporate Governance Statement of this Annual Report 2025.

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Section | Module Description | Type of Reference | Reference Section | Reference text
10.4.1.2 | G1 - Business Conduct: Policies | External_Financials | Annual Financial Statements /Management Report | For more information on the content, scope and governance framework of the policies on business conduct and culture, the reader is referred to the Corporate Governance Statement of the Annual Report 2025.
10.4.1.4 | G1 - Business Conduct: The identification and assessment of material impacts, risks and opportunities | Internal | Section 1.2 | The methodology for conducting the materiality analysis is described in Section 1.2 - Double Materiality Assessment, of this report.
10.4.1.4 | G1 - Business Conduct: The identification and assessment of material impacts, risks and opportunities | Internal | Section 10.1.2.3 | The time horizon of potential or actual risks/opportunities is indicated in Table 5 in Section 10.1.2.3 of this report.
10.6 | 10.6 Appendix B - ESRS disclosure requirements covered by the Group’s sustainability report | External_URL | Delegated regulation - EU - 2023/2772 - EN - EUR-Lex | The relevant European Union regulatory acts (SFDR, Pillar 3, Benchmark Regulation, and EU Climate Law) related to the disclosure requirements in this table are referenced in the official regulatory text, available at the following link.

Table 51
10.6 Appendix B - ESRS disclosure requirements covered by the Group’s sustainability report
{ESRS 2 IRO-2 56}

Disclosure Requirement and related datapoint | Reference | Materiality
ESRS 2 GOV-1 Board's gender diversity paragraph 21 (d) | 10.1.1.3 Composition and diversity of the administrative, management and supervisory bodies |

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Disclosure Requirement and related datapoint | Reference | Materiality
ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21e | 10.1.1.3 Composition and diversity of the administrative, management and supervisory bodies |
ESRS 2 GOV-4 Statement on due diligence paragraph 30 | 10.1.1.5 Sustainability Due diligence process and Sustainability Working Groups |
ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i | - | not applicable
ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii | - | not applicable
ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii | - | not applicable
ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv | - | not applicable
ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 | 10.2.2.1 Transition plan for climate change mitigation |
ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) | 10.2.2.1 Transition plan for climate change mitigation |
ESRS E1-4 GHG emission reduction targets paragraph 34 | 10.2.2.6 Fourlis Group Sustainability Targets |
ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 | - | not applicable
ESRS E1-5 Energy consumption and mix paragraph 37 | 10.2.2.7 Metric Indicators |
ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 | 10.2.2.7 Metric Indicators |
ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 | 10.2.2.7 Metric Indicators |

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Disclosure Requirement and related datapoint | Reference | Materiality
ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 | 10.2.2.7 Metric Indicators |
ESRS E1-7 GHG removals and carbon credits paragraph 56 | - | not applicable
ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66 | - |
ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) | - |
ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c). | - |
ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c). | - |
ESRS E1-9 Degree of exposure of the portfolio to climate- related opportunities paragraph 69 | - |
ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 | - | non material
ESRS E3-1 Water and marine resources paragraph 9 | - | non material
ESRS E3-1 Dedicated policy paragraph 13 | - | non material
ESRS E3-1 Sustainable oceans and seas paragraph 14 | - | non material
ESRS E3-4 Total water recycled and reused paragraph 28 (c) | - | non material
ESRS E3-4 Total water consumption in m 3 per net revenue on own operations paragraph 29 | - | non material
ESRS 2- SBM 3 - E4 paragraph 16 (a) i | - | non material

Annual Financial Report for the period 1/1/2025 to 31/12/2025 162

Disclosure Requirement and related datapoint | Reference | Materiality
ESRS 2- SBM 3 - E4 paragraph 16 (b) | - | non material
ESRS 2- SBM 3 - E4 paragraph 16 (c) | - | non material
ESRS E4-2 Sustainable land / agriculture practices or policies paragraph 24 (b) | - | non material
ESRS E4-2 Sustainable oceans / seas practices or policies paragraph 24 (c) | - | non material
ESRS E4-2 Policies to address deforestation paragraph 24 (d) | - | non material
ESRS E5-5 Non-recycled waste paragraph 37 (d) | 10.2.3.5 Metric Indicators |
ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 | 10.2.3.5 Metric Indicators |
ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f) |  |
ESRS 2- SBM3 - S1 Risk of incidents of child labour paragraph 14 (g) |  |
ESRS S1-1 Human rights policy commitments paragraph 20 | 10.3.1.3 Policies |
ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 | 10.3.1.2 Subscriptions |
ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22 | 10.3.1.3 Policies |
ESRS S1-1 workplace accident prevention policy or management system paragraph 23 | 10.3.1.3 Policies |
ESRS S1-3 grievance/complaints handling mechanisms paragraph 32 (c) | 10.3.1.1 Interests and views of stakeholders 10.3.1.3 Policies |
ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c) | 10.3.1.6 Sustainability Targets of the Fourlis Group |

Annual Financial Report for the period 1/1/2025 to 31/12/2025 163

Disclosure Requirement and related datapoint | Reference | Materiality
ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 € | 10.3.1.7 Metric Indicators (Unavailable information) |
ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) | 10.3.1.7 Metric Indicators |
ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) | 10.3.1.7 Metric Indicators |
ESRS S1-17 Incidents of discrimination paragraph 103 (a) | 10.3.1.7 Metric Indicators |
ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD Guidelines paragraph 104 (a) | 10.3.1.7 Metric Indicators |
ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) | - | non material
ESRS S2-1 Human rights policy commitments paragraph 17 | - | non material
ESRS S2-1 Policies related to value chain workers paragraph 18 | - | non material
ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 | - | non material
ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 | - | non material
ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 | - | non material
ESRS S3-1 Human rights policy commitments paragraph 16 | 10.3.2.2 Policies |
ESRS S3-1 non-respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines paragraph 17 | 10.3.2.2 Policies |
ESRS S3-4 Human rights issues and incidents paragraph 36 | 10.3.2.6 Metric Indicators |

Annual Financial Report for the period 1/1/2025 to 31/12/2025 164

Disclosure Requirement and related datapoint | Reference | Materiality
ESRS S4-1 Policies related to consumers and end-users paragraph 16 | 10.3.3.2 Policies |
ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 | 10.3.3.2 Policies |
ESRS S4-4 Human rights issues and incidents paragraph 35 | 10.3.3.5 Actions related to Consumers and end-users |
ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) | 10.4.1.2 Policies |
ESRS G1-1 Protection of whistle- blowers paragraph 10 (d) | 10.4.1.2 Policies |
ESRS G1-4 Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a) | 10.4.1.7 Metric Indicators |
ESRS G1-4 Standards of anti- corruption and anti- bribery paragraph 24 (b) | 10.4.1.2 Policies 10.4.1.5 Actions |

Table 52
The relevant European Union regulatory acts (SFDR, Pillar 3, Benchmark Regulation, and EU Climate Law) related to the disclosure requirements in this table are referenced in the official regulatory text, available at the following link:
Delegated regulation - EU - 2023/2772 - EN - EUR-Lex
.
© 2026 Grant Thornton Greece. All rights reserved.165
Independent Auditor’s Limited Assurance Report on FOURLIS HOLDINGS S.A. Sustainability Statement
To the Shareholders of FOURLIS HOLDINGS S.A.
We have conducted a limited assurance engagement on the consolidated Sustainability Statement of FOURLIS HOLDINGS S.A. (hereinafter the “Company” and/or "Group"), included in section "Annual Sustainability Report" of the Management Report (hereinafter the “Sustainability Report”), for the period from 01.01.2025 to 31.12.2025.
Limited assurance conclusion
Based on the procedures performed, as described below in the paragraph "Scope of Work Performed", and the evidence obtained, nothing has come to our attention that causes us to believe that:
•the Sustainability Statement has not been prepared in all material respects, in accordance with Article 154 of Law 4548/2018 as amended and effective by Law 5164/2024, which transposed Article 29(a) of EU Directive 2013/34/EU into the Greek legislation.
•the Sustainability Statement does not comply with the European Sustainability Reporting Standards (hereinafter “ESRS”), in accordance with Regulation (EU) 2023/2772 of the Commission of July 31, 2023 and Directive (EU) 2022/2464 of the European Parliament and the Council of December 14, 2022
•the process followed by the Company to identify and assess of material risks and opportunities (the "Process"), as set out in the Note “10.1.2.1 The identification and assessment of material impacts, risks and opportunities” of the Sustainability Report, does not comply with "Impact, Risk, and Opportunity Management" of ESRS 2 "General Disclosures"
•the disclosures in section "10.2.1 Taxonomy Report" of the Sustainability Statement do not comply with Article 8 of EU Regulation 2020/852.
Basis for the conclusion
The limited assurance engagement was conducted in accordance with International Standard on Assurance Engagements 3000 (Revised), “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” (hereinafter “ISAE 3000”).
The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
Our responsibilities are further described in the section “Auditor’s Responsibilities”.
© 2026 Grant Thornton Greece. All rights reserved. 166
Professional Ethics and Quality Management
We are independent of the Company, throughout this engagement and have complied with the requirements of the Code of Ethics for Professional Accountants of the International Ethics Standards Board for Accountants (IESBA Code), the ethics and independence requirements of Law 4449/2017 and EU Regulation 537/2014.
Our auditing firm applies the International Standard on Quality Management 1 (ISQM1) "Quality Management for Audit Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements" and therefore maintains a comprehensive quality management system that includes documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Responsibilities of the Group’s Management for the Sustainability Report
The Company’s Management is responsible for the design and the implementation of an appropriate process to determine the required information to be included in the Sustainability Statement in accordance with the ESRS, as well as for the disclosure of the process in section “10.1.1.2 Risk management and internal control over sustainability reporting” and “10.1.1.4 Board of Directors and Sustainability Committee of the Board of Directors” in the Sustainability Report.
More specifically, this responsibility includes:
•Obtaining an understanding of the context in which the Company’s and the Group's activities and business relationships take place and understanding the affected stakeholders.
•Identifying the actual and potential impacts (both negative and positive) related to sustainability matters, as well as the risks and opportunities that affect, or could reasonably be expected to affect, the Company’s and the Group's financial position, financial performance, cash flows, access to funding or cost of capital in the short, medium or long term.
•Assessing the materiality of the identified impacts, risks and opportunities related to sustainability matters through the selection and application of appropriate thresholds; and
•Formulating assumptions that are reasonable under the circumstances.
The Company’s and the Group’s Management is further responsible for the preparation of the Sustainability Report, in accordance with Article 154 of Law 4548/2018, as amended and in force by Law 5164/2024, which transposed Article 29(a) of the EU Directive 2013/34 into the Greek Legislation.
In this context, the Company’s and the Group’s Management is responsible for:
•Compliance of the Sustainability Statement with the ESRS
© 2026 Grant Thornton Greece. All rights reserved. 167
•Preparing the disclosures in Section "10.2.1 Taxonomy Report” of the Sustainability Report, in compliance with the requirements of Article 8 of EU Regulation 2020/852.
•Designing and implementing such internal control procedures as Management determines are necessary to ensure that the Sustainability Statement is free from material misstatement, whether due to fraud or error; and
•Selecting and implementing appropriate reporting methods, including assumptions and estimates about individual disclosures in the Sustainability Statement that have been evaluated as reasonable under the circumstances.
The Company’s Audit Committee is responsible for supervising the process of the preparation of the Company's Sustainability Report.
Inherent limitations in preparing the Sustainability Report
As mentioned in Note "Basis for preparation of the statement", the metrics and indicators presented in this report cover all of the Group's activities, as defined in the Key Information of this section (10.1.1.1). For each thematic section, readers can refer to the specific sub-section "Reporting Principles for Metrics", which clarifies the scope of the data. In cases where a specific metric is not applicable to all activities, clarification is provided in the relevant sub-section and in the description of the indicator/target. The 'Reporting Principles for Metrics' sub-sections of each theme also provide guidance on data sources, uncertainty, any omissions, changes in relation to previous periods and the level of accuracy, ensuring transparency and comparability of the reported information.
In reporting forward-looking information under ESRS, the Group’s Management is required to prepare forward-looking information based on disclosed assumptions regarding future events and possible future actions of the Group. The actual outcome of these actions may be different, as anticipated events do not often occur as expected.
Additionally, the Section "10.2.2.4 The identification and assessment of material impacts, risks and opportunities" of the Sustainability Statement, includes information related to the processes for assessing material climate-related impacts, risks, and opportunities, as well as their interaction with the strategy and business model.
Our assignment covered the items listed in the "Scope of Work Performed" section to obtain limited assurance based on the procedures included in the Program. Our assignment does not constitute an audit or review of historical financial information in accordance with applicable International Standards on Auditing or International Standards on Assurance Engagements, and therefore we do not express any assurance other than that set out in the "Scope of Work Performed" section.
Auditor’s Responsibilities
This limited assurance report has been prepared in accordance with the provisions of Article 154C of Law 4548/2018 and Article 32A of Law 4449/2017.
Our responsibility is to prepare and perform the limited assurance engagement to obtain limited assurance as to whether the Sustainability Statement is free from material misstatement, due to fraud or error, and to issue a limited assurance report that includes our conclusion. An error may arise from fraud or misstatement and is considered
© 2026 Grant Thornton Greece. All rights reserved. 168
material when, individually or in the aggregate, it could reasonably be expected to affect the financial decisions of users made on the basis of the Sustainability Statement taken as a whole.
In the context of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise professional judgment and maintain our professional scepticism throughout the engagement.
Our responsibilities with respect to the Sustainability Report, in relation to the Process, include:
•Conducting risk assessment procedures, including an understanding of the relevant internal control procedures, to identify risks related to whether the Process followed by the Group to determine the information reported in the Sustainability Statement does not meet the applicable requirements of the ESRS, but not for the purpose of providing a conclusion regarding the effectiveness of the internal controls on the Process; and
•Preparing and conducting procedures to assess whether the Process to identify the information reported in the Sustainability Statement is consistent with the description of the Process as disclosed in Section “10.1.2.1 The identification and assessment of material impacts, risks and opportunities” of the Report.
We are further responsible for:
•Conducting risk assessment procedures, including an understanding of the relevant internal controls, to identify those disclosures that may be materially misstated, whether due to fraud or error, but not for the purpose of expressing a conclusion regarding the effectiveness of the Group's internal controls.
•Preparing and conducting procedures related to those disclosures of the Sustainability Report, in which a material error is likely to occur. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentation or the deviation from the internal controls.
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Scope of Work Performed
Our engagement includes performing procedures and obtaining assurance evidence for the purpose of forming a limited assurance conclusion and covers only the limited assurance procedures set out in the assurance programme issued by the 22.01.2025 decision of the ELTE's (hereinafter "Program"), as formulated for the purpose of issuing a limited assurance report on the Group's Sustainability Report.
Our engagement was limited to the Greek version of the 2025 Sustainability Statement. Therefore, in the event of any inconsistency in translation between the Greek and English versions, as far as our conclusions are concerned, the Greek version of the Statement prevails.
Our procedures were designed to obtain a limited level of assurance on which to base our conclusion and which do not provide all of the evidence that would be required to provide a reasonable level of assurance.
Athens, March 30 th, 2026
The Certified Public Accountant Auditor

Manolis Michalios
Registry Number SOEL: 25131
Annual Financial Report for the period 1/1/2025 to 31/12/2025 171
11. Transactions with Related Parties
The Company, its subsidiaries, its affiliates, its management and senior executives, and the companies controlled by them are considered to be related parties of the Group. The Company provides services to businesses of all kinds in the areas of general administration, financial management, and information technology.
The table below analyses the Group’s and the Company’s receivables and payables with related parties as at 31 December 2025 and 31 December 2024, respectively.
Transactions with the Group’s and the Company’s subsidiaries and associates during the periods ended
Annual Financial Report for the period 1/1/2025 to 31/12/2025 172
31 December 2025 and 31 December 2024, respectively, are analysed as follows:

| Group | Company
| 1/1- 31/12/2025 | 1/1- 31/12/2024 | 1/1- 31/12/2025 | 1/1- 31/12/2024
Sales Revenues | 3,351 | 40 | 9,199 | 5,073
Other revenue | 206 | 64 | 4,262 | 2,727
Dividend income/(expenses) | 0 | 0 | 25,122 | 14,080
Total | 3,557 | 104 | 38,582 | 21,880

| The Group | The Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Administrative expenses | (1) | (6) | (6) | (9)
Distribution Costs | (8,755) | 0 | 0 | 0
Other expenses | (1) | 0 | 0 | 0
Total | (8,757) | (6) | (6) | (9)

In fiscal years 2025 and 2024, the transactions and remuneration of directors and members of management were as follows:

| Group | Company
| 1/1- 31/12/2024 | 1/1- 31/12/2023 | 1/1- 31/12/2024 | 1/1- 31/12/2023
Transactions and fees of management members | 3,688 | 3,325 | 1,286 | 811

Remuneration for the current fiscal year does not include the remuneration of the members of the Board of Directors of the affiliate Trade Estates, due to its deconsolidation from the Group (Note 9).
There are no other transactions, receivables, or liabilities between the Group and the Company with key management personnel and members of the Board of Directors. Transactions with related parties are conducted on commercial terms and mainly include sales and purchases of goods and services in the ordinary course of the Group’s operations.
During the financial years 2025 and 2024, the following transactions took place between the parent company and the Group’s subsidiaries:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 173

| Group | Company
| 1/1- 31/12/2025 | 1/1- 31/12/2024 | 1/1- 31/12/2025 | 1/1- 31/12/2024
Revenue | 80,724 | 74,224 | 9,019 | 5,033
Cost of sales | 56,146 | 40,032 | 0 | 0
Other income | 6,680 | 4,269 | 4,189 | 2,663
Administrative expenses | 12,977 | 10,955 | 6 | 9
Distribution expenses | 18,155 | 25,504 | 0 | 0
Other operating expenses | 128 | 2 | 0 | 0
Dividends | 0 | 47,978 | 25,122 | 14,080
Interest income | 235 | 1,882 | 0 | 0
Interest expense | 235 | 1,882 | 0 | 0

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Trade receivables | 33,520 | 88,364 | 2,481 | 818
Inventory | 281 | 281 | 0 | 0
Creditors | 33,520 | 88,364 | 4,482 | 1,056

12. Employed Personnel
The number of employees of the Group as of December 31, 2025, was 4,572 (3,598 as of December 31, 2024). Accordingly, the Company’s personnel as of December 31, 2025, amounted to 140 employees (117 as of December 31, 2024).
13. Treasury Shares
During the financial year 2025, the Company acquired 332,338 treasury shares through purchase, with a nominal value of EUR 332,338.00 and a total acquisition cost of EUR 1,361,550.69.
a) The Ordinary General Meeting of the shareholders of the Company “FOURLIS HOLDINGS S.A.” held on June 20, 2025, resolved, in accordance with Article 49 of Law 4548/2018, to cancel 2,606,590 treasury shares, each with a nominal value of one euro (1.00), held by the Company, with a corresponding reduction of the share capital by the amount of two million six hundred six thousand five hundred ninety euros (2,606,590.00) and a reduction of the share premium reserve by the amount of seven million twenty one thousand nine hundred thirty euros (7,021,930.00), which corresponded to the aggregate nominal value of the cancelled treasury shares, as well as the consequent amendment of Article 3 of the Articles of Association relating to the share capital.
b) The Ordinary General Meeting of the shareholders of the Company “FOURLIS HOLDINGS S.A.” held on June 20, 2025, approved a share buyback program by the Company of its own shares (treasury shares), up to a maximum number of 2,556,774 shares, including the shares previously acquired and held by the Company, corresponding to up to 5% of the paid up share capital, within a period of 24 months from the date of approval, i.e. until June 16, 2025. The minimum purchase price was set at one euro (1.00) per share and the maximum purchase price at eight euros (8.00) per share, in accordance
Annual Financial Report for the period 1/1/2025 to 31/12/2025 174
with Article 49 of Law 4548/2018. The Board of Directors was authorized to determine, within the above framework, the exact timing, number and price of the shares to be acquired.
As of December 31, 2025, and up to the present date, the Company does not hold any of its own (treasury) shares.
14. Explanatory Report on the information required under Article 4, paragraph 7 of Law 3556/2007
A. Structure of the Company’s Share Capital
As of December 31, 2025, the share capital amounted to EUR 51,889,670.00, divided into 51,889,670 shares, each with a nominal value of EUR 1.00 (Note 1). As of December 31, 2024, the share capital amounted to EUR 53,360,277.00, divided into 53,360,277 shares, each with a nominal value of EUR 1.00.
All shares are common, registered, dematerialized shares, listed for trading on the Athens Stock Exchange, in the “Large Capitalization” category of the Regulated Market. Each share entitles its holder to one vote, except for treasury shares, which do not carry voting rights.
The liability of the shareholders is limited to the nominal value of the shares they hold.
B. Restrictions on the Transfer of the Company’s Shares
The transfer of the Company’s shares is carried out as provided by law, and there are no restrictions on their transfer under the Company’s Articles of Association.
C. Significant direct or indirect holdings within the meaning of Articles 9 to 11 of Law 3556/2007
As of December 31, 2025, the following shareholders held more than 5% of the total voting rights of the Company:
• Daphni KEM Fourlis (17.21%)
• HOLD Alapkezelő Zrt. (5.06%)
D. Shares Conferring Special Control Rights
There are no shares of the Company that confer special control rights to their holders.
E. Restrictions on Voting Rights No restrictions on voting rights are provided for in the Company’s Articles of Association.
F. Shareholder Agreements Known to the Company that Impose Restrictions on the Transfer of Shares or on the Exercise of Voting Rights
Annual Financial Report for the period 1/1/2025 to 31/12/2025 175
The Company is not aware of any shareholder agreements, nor does the Articles of Association provide for the possibility of shareholder agreements, that impose restrictions on the transfer of shares or on the exercise of voting rights.
G. Rules Regarding the Appointment and Replacement of Members of the Board of Directors and the Amendment of the Articles of Association, which Differ from the Provisions of Law 4548/2018
The rules provided in the Company’s Articles of Association for the appointment and replacement of members of the Board of Directors, as well as for the amendment of its provisions, do not differ from those set out in Law 4548/2018.
H. 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 Article 49 of Law 4548/2018
I. Any Significant Agreement Concluded by the Issuer that Enters into Force, Is Amended, or Terminates in the Event of a Change in Control of the Issuer Following a Public Offer, and the Consequences of Such Agreement
There are no agreements of the Company that enter into force, are amended, or terminate in the event of a change in control of the Company following a public offer.
J. Agreements Concluded by the Issuer with Members of its Board of Directors or its Personnel Providing for Compensation in the Event of Resignation, Dismissal Without Just Cause, or Termination of Their Term or Employment Due to a Public Offer
There are no 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 or dismissal.
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15.Corporate Governance Statement for the financial year 1/1 - 31/12/2025
Pursuant to article 152 of L.4548/2018 and articles 9 and 18 of L.4706/2020, the Board of Directors of the Company declares the following:
a) Reference to the corporate governance code to which the Company is subject or which the Company has voluntarily decided to apply, as well as to the website where the relevant text is publicly available.
b) Reference to the corporate governance practices that the Company applies in addition to the law provisions, as well as reference to the website where these practices have been published.
c) Description of the main features of the Company’s internal control and risk management systems in relation to the process of preparing the financial statements.
d) Information required under Article 10(1)(c), (d), (f), (h) and (i) of the Directive 2004/25/EC of the European Parliament and of the Council, as of 21 April 2004, on takeover bids, provided that the Company is subject to that Directive.
e) Information on how the General Assembly of Shareholders operates and on its key powers, as well as a description of the rights of shareholders and how they are exercised.
f) Composition and manner of operation of the Board of Directors and any other administrative, managerial or supervisory bodies or committees of the Company.
g) If the Company deviates from the corporate governance code to which it is subject or which it applies, the corporate governance statement shall include a description of the deviation with reference to the relevant parts of the corporate governance code and a justification for such deviation. If the Company does not apply certain provisions of the corporate governance code to which it is subject or which it applies, the corporate governance statement shall include a reference to the provision it does not apply and an explanation of the reasons for non-compliance.
h) Report on the fit and proper policy of the members of the Board of Directors, also including the requirements of L. 5178/2025 on gender balance in the Boards of Directors.
i) Report on the acts of the Committees of article 10 of L.4706/2020 and in particular the Audit and Nomination and Remuneration Committees with reference to the work carried out by the Committees.
j) Curricula Vitae of the members of the Board of Directors and senior management officers (executives).
k) Information on the participation of the members of the Board of Directors in its meetings and in the meetings of the Committees of article 10 of L.4706/2020 is given, with detailed reference on each member separately.
l) Information on the number of shares held by each member of the Board of Directors and each senior executive officer in the Company.
Financial Report that the independent non-executive members of the Board of Directors meet the independence requirements under article 9 of L.4706/2020 before the publication of the annual financial report 2025, with explicit reference to the date of the meeting of the Board of Directors, on which the review has been carried out.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 177
n) References and reports of the independent non-executive members of the Board of Directors pursuant to article 9 of L.4706/2020.
o) Report on the evaluation of the Internal Control System (ICS) based on the provisions of L.4706/2020 and Decision 1/891/2020 of the Board of Directors of the Hellenic Capital Market Commission as in force.
More specifically:
15.1 Reference to the corporate governance code to which the Company is subject or which the Company has voluntarily decided to apply, as well as too the website where the relevant text is publicly available.
In Greece, the corporate governance framework for Greek companies with securities listed on a regulated market consists of the adoption of mandatory legal rules on the one hand and the application of corporate governance principles and the adoption of best practices and recommendations through self-regulation on the other. Specifically, it includes Law 4706/2020 (the "Corporate Governance Law"), the decisions of the Hellenic Capital Market Commission issued pursuant to the Corporate Governance Law, certain provisions of Law 4548/2018 on societes anonymes and principles, best practices and self-regulatory recommendations incorporated in the Corporate Governance Code.
The Hellenic Code of Corporate Governance (hereinafter referred to as "the HCCG" or "the Code"), has been prepared by the Hellenic Corporate Governance Council (hereinafter referred to as: "the HCGC") and has already been updated (June 2021 edition) in the context of its periodic review and harmonisation with the requirements of the Capital Market legislation. The HCGC was established in 2012 and is the result of a partnership between the Hellenic Stock Exchanges (HELEX) and the Federation of Enterprises and Industries (SEV).
The purpose of the HCGC is to monitor the implementation of the Hellenic Code of Corporate Governance by Greek companies and, in general, to act as a specialized body for the dissemination of the principles of corporate governance, to increase the credibility of the Greek market among international and domestic investors and to improve the competitiveness of Greek companies and seeks to develop a culture of good governance in the Greek economy and society. The general plan of action of the HCGC includes the formulation of positions on the institutional framework, the submission of proposals, the participation in consultations and working groups, the organization of training and information activities, the monitoring and evaluation of corporate governance practices and the implementation of corporate governance codes, the provision of assistance tools and the scoring of the performance of Greek companies.
Addressing Greek societes anonymes (as defined by Law 4548/2018) domiciled in Greece, especially those whose securities have been admitted to trading on a regulated market (listed), pursuant to
Annual Financial Report for the period 1/1/2025 to 31/12/2025 178
article 17 of L. 4706/2020 and Article 4 of the Decision of the Hellenic Capital Market Commission (Decision No.2/905/3.3.2021 of the Board of Directors of the Hellenic Capital Market Commission), the Hellenic Code of Corporate Governance (HCCG - June 2021), which replaces the Hellenic Code of Corporate Governance for Listed Companies issued by the HCGC in 2013, is adapted to the Greek legislation and business reality and has been drafted on the basis of the "comply or explain" principle. The HCCG does not impose obligations but explains how to adopt good (best) practices with self-regulatory recommendations and facilitates the formulation of corporate governance policies and practices that are appropriate to the specific circumstances of each company.
The central objective of the HCCG is to create an accessible and understandable reference guide, which sets high (higher than mandatory) corporate governance requirements and standards in a codified way in a single text. In particular, the HCCG does not address issues that constitute mandatory legislation (laws and regulations), which are already very extensive. Instead, the Code establishes principles beyond the mandatory framework of corporate governance legislation and addresses those issues that either a) are not regulated by law, or b) are regulated, but the current framework allows selection or derogation, or c) are regulated to their minimum content. In these cases, the Code either supplements the mandatory provisions or introduces stricter principles, drawing on experience from European and international best practices, always taking into account the characteristics of Greek business and the Greek stock market.
The Hellenic Code of Corporate Governance (June 2021) will enter into force from the entry into force of articles 1 to 24 of L. 4706/2020, i.e. from 17/7/2021 (in accordance with the transitional provision of article 92 § 3 of the above Law) and is uploaded on the website of the Hellenic Corporate Governance Council, at the following address: https://www.esed.org.gr.
The Company, by the decision of its Board of Directors dated 16/7/2021, has decided to voluntarily apply the Helllenic Code of Corporate Governance (June 2021), which has been prepared by the Hellenic Corporate Governance Council, a body of recognized prestige, based on a relevant decision of the Hellenic Capital Market Commission, in compliance with the obligation arising from the provision of article 17 of L. 4706/2020.
The HCGC will review the content of the Code on a regular basis and will adapt it according to developments, both in specific practices and in the regulatory framework and according to the relevant needs of the Greek business community.
The Code consists of Parts and Sections. More specifically:
•Part A' - Board of Directors
-First Section: Role and Responsibilities of the Board of Directors
-Second Section: Size and Composition of the Board of Directors
-Third Section: Operation of the Board of Directors
•Part B' - Corporate Interest
-Fourth Section: Duty of Loyalty & Diligence
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-Fifth Section: Sustainability
•Part C - Internal Control System
-Sixth Section: Internal Control System
•Part D' - Shareholders, Stakeholders
-Seventh Section: General Assembly
-Eighth Section: Participation of Shareholders
-Ninth Section: Stakeholders
•Part E' - Guidelines for Drafting a Corporate Governance Statement
By adopting best practices in corporate governance, the Company seeks to increase investor confidence and broaden the horizons for attracting investment capital with the ultimate goal of ensuring further value to its shareholders, with transparency and safeguarding their interests.
15.2 Reference to the corporate governance practices that the Company applies in addition to the law provisions, as well as reference to the website where these practices have been published
Indicatively, the following principles, best practices and self-regulatory recommendations that the Company applies, and are incorporated in the Hellenic Code of Corporate Governance are listed below:
•The responsibilities of the Chairman are expressly established by the Board of Directors as distinct from those of the Chief Executive Officer and are described in the Company's Charter of Operation which is updated, issued and approved by the Board of Directors and a summary of which is uploaded in the Company's website (
http://www.fourlis.gr
).
•The Board of Directors is supported by a competent, qualified and experienced Company Secretary who attends its meetings. The role of the Company Secretary is to provide practical support to the Chairman and the other members of the Board of Directors, collectively and individually, in the light of the compliance of the Board of Directors, under the internal rules and the relevant laws and regulations. The Company Secretary shall keep the minutes of the meetings of the Board of Directors and its committees and ensure the efficient flow of information between the Board of Directors and its committees and between the Senior Management and the Board of Directors. The Company Secretary designs the induction program for newly elected Board members immediately after their election and ensures that they are provided with continuous information and training on matters related to the Company. The Company Secretary also ensures the efficient organisation of the General Assembly’s meetings. The detailed CV of the Company Secretary is presented in section 15.10 of the Corporate Governance Statement.
•The Company adopts and implements a Policy on ESG and sustainable development issues (Sustainability Policy) which is uploaded in its website (
http://www.fourlis.gr
). It also publishes
CSRD Sustainability Reports with ESRS that are part of its annual Financial Reports as well as Sustainability and Corporate Social Responsibility Reports that are uploaded on its website (
http://www.fourlis.gr
).
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•The Company adopts and implements a Human Rights Policy with commitments: implementing international basic principles on human rights and national legislation in the countries where the Group operates, ensuring that all people are treated fairly, with dignity and respect; ensuring an equal opportunities working environment, free of discrimination and harassment for all Group employees; promoting respect and protection of Human Rights, both within the Company's internal environment and in its sphere of influence. The Human Rights Policy is uploaded in the Company's website (
http://www.fourlis.gr
).
•The Chairman of the Board of Directors is available to meet with shareholders of the Company and discuss with them issues related to the governance of the Company. The Chairman shall ensure that the views of shareholders are communicated to the Board of Directors. This facilitates the exercise of shareholders' rights and active dialogue with them (shareholder engagement). The communication mechanisms with shareholders are described in the Company's Charter of Operation, a summary of which is uploaded in the Company's website (
http://www.fourlis.gr
).
•The Board of Directors and its Committees apply a procedure of periodic evaluation of the effectiveness of their operation as stated in the Company's Charter of Operation, a summary of which is uploaded in the Company's website (
http://www.fourlis.gr
).
•In the Board of Directors, the under-represented gender (women) is represented at a percentage of 44%, significantly higher than the percentage provided by the current legislation.
•The Board of Directors has 56% independent members, a percentage significantly higher than the percentage provided by the current legislation.
•In addition to the mandatory Committees of article 10 of L.4706/2020, namely the Audit and Nomination and Remuneration Committees, the Company has established the Sustainability Committee and the Digital Transformation Committee, in which 3 - 4 members of the Board of Directors participate.
•Operation of centralized Corporate Governance and Sustainability Units with responsibility for Group-wide compliance with the corporate governance and sustainability framework.
15.3 Description of the main features of the Company’s internal control and risk management systems in relation to the procedure for the drafting and preparation of the financial statements
The Company has established and applies a procedure for the issuance of the financial statements (consolidated and corporate) and the Financial Report. The Group companies enter their transactions in their information systems, and the consolidation application is updated through automated procedures. A cross-check of data is carried out and the items to be eliminated (intra-group transactions, receivables and payables, etc.) are checked. The entries of write-offs and consolidation are made and the financial statements and the information tables included in the Financial Report are issued. Once the audit procedures have been completed, the Financial Report containing the financial statements is submitted
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to the Board of Directors for approval. Prior to the approval by the Board of Directors, the Audit Committee has completed a review of the Financial Report in order to evaluate its completeness and consistency in relation to the information that has been put into consideration as well as the accounting principles applied by the Company and inform the Board of Directors accordingly.
The main features of the internal control and risk management system applied by the Company in relation to the preparation of the financial statements and the Financial Report are:
•Adequacy of knowledge, skills and availability of the officers involved with clearly defined roles and areas of responsibility;
•Existence of documented and updated procedures related to the issuance of financial statements and an appropriate timetable;
•Regular updating of accounting principles and policies and monitoring of compliance with them;
•Use of information systems for financial statements and financial reporting, linked to the Company's ERP, accessible with distinct roles and rights of use to all consolidated Group companies;
•Existence of control activities associated with the security of the information systems used;
•Regular communication of the Independent Auditors with the Management and the Audit Committee;
•Regular communication of the Audit Committee members with the Chief Financial Officer and the Head of the Internal Audit Unit;
•Confirmation by the Board of Directors that the independence requirements of the independent members of the Board of Directors are met at least annually and in any case before the publication of the annual financial report;
•Holding of regular meetings to validate and record significant judgments, assumptions and estimates affecting the financial statements;
•Existence of a risk management methodology and documentation of its implementation; Presentation of risk management results to the Board of Directors;
•Existence of a single accounting plan for all Group companies and its centralised management;
•Annual evaluation of the internal control and risk management system followed for the preparation of the financial statements by the Board of Directors after proposal of the Audit Committee.
In addition, the Company has established and implemented a procedure for the issuance of the CSRD Sustainability Report with ESRS, which constitute part of the Financial Report. The data for the preparation of the Sustainability Report and the calculation of indicators and the achievement of targets for the Group's material issues are either collected automatically in the information system/platform used or entered by authorised and appropriately trained users of the Group's companies. Data cross-checking is carried out and the indicators included in the Sustainability Report are calculated. Following the completion of the audit procedures by the auditors, the Sustainability Report, which includes sustainability-related performance, dual materiality analysis and reporting on the environment, social responsibility and governance, is submitted to the Board of Directors for approval as part of the Financial
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Report. Prior to the approval by the Board of Directors, the Audit Committee and the Sustainability Committee have completed a review of the Financial Report using CSRD with ESRS, in order to evaluate its completeness and consistency in relation to the information that has been put into consideration, as well as the sustainability standards applied by the Company and inform the Board of Directors accordingly.
The main features of the Company’s internal control and risk management systems in relation to the process of preparation of the Sustainability Report are:
•Adequacy of knowledge, skills and availability of the officers involved with clearly defined roles and areas of responsibility;
•Existence of documented and updated procedures related to the issue of the Sustainability Report and an appropriate timetable;
•Existence of updated sustainability policies and procedures;
•Use of information systems for the publication of the Sustainability Report, accessible with distinct roles and rights of use to all consolidated Group companies;
•Existence of control activities associated with the security of the information systems used;
•Communication of the Independent Auditors with the Management, the Audit Committee and the Sustainability Committee;
•Communication of the Audit Committee and the Sustainability Committee members with the Director of Sustainability and Corporate Responsibility, the Director of Procurement and Corporate Governance and the Sustainability Reporting Officer;
•Existence of a sustainability risk management methodology and documentation of its implementation; Presentation of sustainability risk management results to the Board of Directors;
•Annual assessment of the internal control and risk management system followed for the issuance of the Sustainability Report by the Board of Directors after relevant proposal of the Audit Committee and the Sustainability Committee.
15.4 Information required under Article 10(1)(c), (d), (f), (h) and (i) of the Directive 2004/25/EC of the European Parliament and of the Council, as of 21 April 2004, on takeover bids, provided that the Company is subject to that Directive.
During the financial year there were no cases of takeover bids or public offering.
15.5 Information on how the General Assembly of Shareholders operates and on its key powers, as well as a description of the rights of shareholders and how they are exercised.
The convening of the meeting of the General Assembly of the Company's shareholders is carried out in accordance with the relevant provisions of Law 4548/2018, as in force.
The Company follows the following practices regarding the operation of the General Assembly of its
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shareholders:
•Timely and punctual notification of the Company's shareholders, with the publications required by the Law regarding the convening of the General Assembly’s meeting;
•Posting on the Company's website the Notice of Invitation to the General Assembly’s Meeting, the way of representation of shareholders, the deadlines and the way of exercising shareholders' rights, as well as the results of the voting on each issue;
•Timely posting on the Company's website of an Explanatory Note regarding the issues, the relevant proposals of the Board of Directors, the required quorum and the required quota for the approval of the proposals. The Explanatory Note is also available in hard copy at the Company's registered office and is distributed to the shareholders upon their attendance at the General Assembly’s Meeting when it is held in physical presence;
•Ensuring that all shareholders are able to participate in the process of General Meetings either by expressing their views or by asking questions.
The Company shall take all measures to ensure the lawful conduct of the Company's business and the safeguarding of the shareholders' rights in accordance with the applicable legislation. More specifically:
The General Assembly of the Company's shareholders is the company's supreme body and is entitled to decide on any matter concerning the Company. The Shareholders shall exercise their rights related to the management of the Company only by participating in the General Assembly. Each share grants the right to one vote in the General Assembly. In particular, the General Assembly is the only competent body to decide on:
•Revival or dissolution of the Company, as well as amendments to the Articles of Association, including increases and decreases in the capital, except those expressly entrusted by law to the Board of Directors;
•Election of members of the Board of Directors and auditors;
•Approval of the overall management according to article 108 of Law 4548/2018 and discharge of the Auditors;
•Approval of the annual and consolidated financial statements, if any;
•Allocation of annual profits;
•Approval of the provision of fees or advance payment of fees in accordance with article 109 of L.4548/2018;
•Approval of the remuneration policy;
•Merger, division, conversion, revival, extension of the duration or dissolution of the Company;
•Appointment of liquidators; and
•Any other matter provided for by law.
The responsibilities of the General Assembly are set out in the Company's Articles of Association, codified in its current form, which are posted on the Company's website:
http://www.fourlis.gr
. The last
amendment of the Company's Articles of Association was made during the Extraordinary General Assembly’s Meeting dated 21/12/2020 in order to adapt and harmonize them with the provisions of
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articles 120 and 125 of L. 4548/2018, in relation to the option of holding General Meetings remotely in real time and the participation of shareholders in them.
The General Assembly meets at least once a year, within the first six months from the end of each financial year. The Board of Directors may convene an extraordinary meeting of the General Assembly of Shareholders whenever it deems it appropriate or necessary.
The General Assembly, with the exception of the repeat meetings and those assimilated to them, must be convened at least twenty (20) full days prior to the date set for its meeting. It is clarified that non-working days are also considered and counted. The day of publication of the invitation notice of the General Assembly’s meeting and the day of its meeting shall not be counted.
Remote participation in the General Assembly’s Meeting by audiovisual or other electronic means is permitted, without the physical presence of the shareholder at the meeting’s venue. It is also permitted to participate in voting remotely, by electronic means or by postal vote, conducted before the Meeting. By decision of the Board of Directors, the aforementioned options are activated, separately or cumulatively, in relation to one or more General Meetings or for a specified period of time, the relevant technical and procedural details are defined and procedures are adopted to ensure the identification of the participating person and the attendance of the vote as well as the security of the electronic or other connection.
The General Assembly is in quorum and meets validly on the agenda items when shareholders representing at least 20% of the paid-up share capital are present or represented in it. The decisions of the General Assembly shall be taken by an absolute majority of the votes represented in the relevant meeting. Exceptionally, the General Assembly is quorate and meets validly on the issues of the agenda, if at least half (1/2) of the paid-up capital is represented in it when it comes to decisions concerning: the change of the nationality of the Company, the change of the scope of its business, the increase of the shareholders' liabilities, the regular increase of the share capital, unless required by law or by capitalisation of reserves, the decrease of the share capital, unless made in accordance with par. 5 of article 21 of L. 4548/2018 or par. 6 of article 49 of L.4548/2018, the change in the way of profit distribution, the merger, split, conversion, revival, extension of the duration or dissolution of the Company, the granting or renewal of power and authority to the Board of Directors to increase the share capital, in accordance with par. 1 of article 24 of L.4538/2018 as well as in any other case defined by law that the General Assembly decides with an increased quorum and majority.
The General Assembly shall be chaired temporarily by the Chairman of the Board of Directors or, in his absence, by his deputy, who may be appointed by the Board of Directors by special resolution for this purpose. Secretarial responsibilities are temporarily exercised by the person appointed by the Chairman. Once the list of shareholders entitled to vote has been approved, the Assembly proceeds to the election of the final Chairman and a secretary who also acts as a teller. Decisions on these matters are taken by a 2/3 majority of the votes represented at the General Assembly.
The discussions and the decisions of the General Assembly shall be limited to the issues listed on the agenda. The agenda is prepared by the Board of Directors and includes the proposals of the Board of
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Directors to the Assembly, as well as any proposals of the auditors or shareholders representing 1/20 of the paid-up share capital. Minutes shall be kept of the matters discussed and decisions taken at the Assembly, signed by its Chairman and its Secretary. The list of shareholders present or represented at the General Meeting shall be recorded at the beginning of the minutes.
Anyone who appears as a shareholder in the Company's register of intangible securities, which is kept electronically at the Hellenic Central Securities Depository (ELKAT) at the beginning of the 5th day preceding the initial meeting (record date), shall be entitled to participate in the General Meeting. The Record Date shall also apply in the case of an adjourned or a repeat meeting, provided that the adjourned or repeat meeting is not more than thirty (30) days later than the Record Date, under article 124 of L.4548/2018.
Proof of shareholding may be provided by any legal means and in any case on the basis of information received by the Company directly through an electronic link between the Company and the records of ELKAT. Only those who have the status of shareholder as of the above registration date are considered to have the right to participate and vote in the Annual General Assembly’s Meeting. In case of non-compliance with the provisions of article 124 of L.4548/2018, the shareholders may participate in the Ordinary General Assembly's Meeting only with its permission.
The exercise of these rights does not require the holding of the shares of the beneficiary, nor the observance of any other similar procedure, which limits the option of selling and transferring them during the period between the Record Date and the date of the meeting of the General Assembly.
Shareholders entitled to participate in the General Assembly’s Meeting may vote either in person or by proxy. Each shareholder may appoint up to 3 representatives. The shareholder may appoint a proxy for one or more General Meetings and for a fixed term. The appointment and revocation or replacement of the shareholder's representative shall be made in writing at least 48 hours before the date of the Ordinary General Assembly’s Meeting. The shareholder’s representative is obliged to notify the Company before the beginning of the meeting of the General Assembly of any specific event, which may be useful to the shareholders for the assessment of the risk that the representative may serve interests other than the interests of the shareholder.
Other rights of shareholders are provided for in par. 2.3, 6 and 7 of article 41 of L.4548/2018.
15.6 Composition and way of operation of the Board of Directors and any other administrative, management or supervisory bodies or committees of the Company
15.6.1 Composition of the Board of Directors
The Board of Directors, its independent members as well as the members of the Audit Committee, have been elected by the Annual General Assembly of its shareholders held on 17/6/2022. Further, at the same Annual General Assembly’s Meeting of the shareholders dated 17/6/2022, the Audit Committee was redefined and a decision was taken regarding its type, composition (number and titles of members) and term of office. The term of office of the members of the Board of Directors according to the Company's Articles of Association and of the members of the Audit Committee is five years and is automatically extended until the first Annual General Assembly following the expiry of its term of office.
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On 31/12/2025, the Board of Directors has been established in a body as follows:

Chairman of the Board of Directors, Executive Member | Vassilios Fourlis, son of Stylianos
Vice Chairman of the Board of Directors, Executive Member | Daphne Fourlis, daughter of Anastasios
Independent Vice-Chairman, Independent Non-Executive Member, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee | Stylianos Stefanou, son of Markos
Chief Executive Officer, Executive Member, Member of the Sustainability Committee, Member of the Digital Transformation Committee | Ioannis Vasilakos, son of Dimitrios
Director, Executive Member, Director of Sustainability and Social Responsibility and Chair of the Sustainability Committee | Lida Fourlis, daughter of Stylianos
Director, Independent Non-Executive Member, Member of Audit Committee | Maria Georgalou, daughter of Sofoklis
Director, Independent Non-Executive Member, Member of the Audit Committee and Member of the Digital Transformation Committee | Stavroula Kampouridou, daughter of Alexandros
Director, Independent Non-Executive Member, Chairman of the Nomination and Remuneration Committee and Member of the Digital Transformation Committee | Nikolaos Lavidas, son of Panagiotis
Director, Independent Non-Executive Member, Member of the Nomination and Remuneration Committee, Chairman of the Digital Transformation Committee and Member of the Sustainability Committee | Konstantinos Paikos, son of Petros– Elias

Company Secretary is Mrs. Maria Theodoulidou, daughter of Ioannis.
Detailed CVs of all members of the Board of Directors and the Company Secretary are presented in section 15.10 of the Corporate Governance Statement.
The Company's Articles of Association provide for the Board of Directors to have between 7 and 9 members. The Company has selected its Board of Directors with the maximum number of Directors permitted by its Articles of Association in order to ensure diversity of gender, age, knowledge, qualifications, experience that serve the Company's objectives and enhanced independence. As of 31/12/2025 the Board of Directors consisted of 9 members, 5 (56%) of whom were independent.
As of 31/12/2025, in the Board of Directors participated 4 members of the represented gender (women) with a 44% share in the Board of Directors, of whom 2 are independent members and 2 are executive members of the Board of Directors.
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15.6.2 Role and Responsibilities of the Board of Directors
The Board of Directors, in accordance with the Company's Articles of Association, is responsible for the administration and representation of the Company, the management of its assets and the general pursuit of its purpose. It decides on all general issues concerning the Company within the framework of the corporate objective, with the exception of those that according to the Law or these Articles of Association belong to the exclusive responsibility of the General Assembly.
The basic responsibilities of the Board of Directors according to the Company's Charter of Operation are the following:
•Establishment of the long-term strategy and approval of the Company's operational objectives. The Board of Directors is responsible for defining the values and strategic orientation of the Company. At the same time, it remains responsible for the approval of the Company's strategy and business plan as well as for the continuous monitoring of their implementation. The Board of Directors also regularly reviews the opportunities and risks in relation to the defined strategy and the relevant measures taken to address them. The Board of Directors seeks to obtain all the necessary information from its executive members and/or from the managers, and is informed about the market and any other development affecting the Company.
•Ensuring that the Company's values and strategic planning are aligned with the corporate culture. The Company's values and purpose are translated and put into practice and influence practices, policies and behaviours within the Company at all levels. The Board of Directors and senior management set the standard for the characteristics and behaviours that shape the corporate culture and exemplify its implementation. At the same time, they use tools and techniques aimed at integrating the desired culture into the Company's systems and processes.
•Understanding the Company's risks and their nature and determining the extent of the Company's exposure to the risks it intends to assume in the context of its long-term strategic objectives.
•Preparation and approval of the annual budget and the business plan, as well as decisions on major capital expenditures, acquisitions and divestments which are subject to the final approval of the General Assembly’s meeting of the Company's shareholders. 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 (ICS).
•Adoption of a policy for the identification, avoidance and management of conflicts of interest between the interests of the Company and those of its members or persons to whom the Board of Directors has delegated some of its responsibilities, in accordance with article 87 of L.4548/2018.
•Selecting and, when necessary, replacing the Company's executive leadership, as well as overseeing succession planning.
•Definition and/or delimitation of the responsibilities of the Chief Executive Officer and the Deputy Chief Executive Officer, who exercises them, if any.
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•Reviewing the performance of the Company's executives and determining their remuneration policy in line with the long-term interests of the Company and its shareholders and taking into account the proposals of the Nomination and Remuneration Committee.
•Preparation and approval of the remuneration policy of the members of the Board of Directors, which is subject to the final approval of the General Assembly’s Meeting of the Company's shareholders, taking into account the proposals of the Nomination and Remuneration Committee.
•Preparation and approval of the annual remuneration report of the members of the Board of Directors, which is submitted for information to the General Assembly of the Company's shareholders, taking into account the proposals of the Nomination and Remuneration Committee.
•Approval of measures in crisis or risk situations and when circumstances require measures to be taken that are reasonably expected to have a significant impact on the Company.
•Ensuring the adequate and effective operation of an Internal Control System (ICS) aimed at the consistent implementation of the business strategy with the effective use of available resources, the identification and management of material risks associated with the Company's business activity and operation, the effective operation of the internal audit unit, ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and the preparation of reliable financial statements as well as the non-financial statement, in compliance with the regulatory and legislative framework, and the internal regulations governing the Company's operation.
•Ensuring that the functions that make up the Internal Control System (ICS) are independent of the business areas they control and that they have the appropriate financial and human resources as well as the powers to operate effectively.
•Definition and supervision of the implementation of the Corporate Governance System, monitoring and evaluation periodically at least every three (3) years, of its implementation and effectiveness, taking appropriate actions to address shortcomings. The Corporate Governance System includes an adequate and effective Internal Control System (ICS), including risk management and regulatory compliance systems, adequate and effective procedures for the prevention, identification and suppression of conflict of interest situations, adequate and effective communication mechanisms with shareholders to facilitate the exercise of their rights and active dialogue with them (shareholder engagement) and a remuneration policy that contributes to the business strategy, the long-term interests and the sustainability of the Company.
•Approval of the suitability policy of the members of the Board of Directors and any amendment thereto, which is submitted for final approval to the General Assembly’s Meeting of the Company's shareholders.
•Appointment of a Vice-Chairman from among its non-executive members in cases where the Chairman is an executive member.
•Ensuring compliance with the independence requirements and the designation of a Board member as an independent director. Review, at least annually and in any case before the publication of the
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annual financial report, the fulfillment of the conditions of independence. If it is established that the conditions no longer apply to an independent non-executive director, taking of the appropriate steps to replace him/her.
•Appointment of the members of the Nomination and Remuneration Committee and of the Audit Committee in case the General Assembly of the Company's shareholders has decided that the Nomination and Remuneration Committee shall consist exclusively of non-executive members of the Board of Directors, most of whom shall be independent.
•Appointment of the members of the Sustainability Committee and the Digital Transformation Committee.
•Vigilance with regard to existing and potential conflicts of interest between the Company on the one hand and its Management, the members of the Board of Directors or the major shareholders (including shareholders with direct or indirect power to shape or influence the composition and conduct of the Board of Directors) on the other hand, as well as the appropriate management of such conflicts and, to this end, the Board of Directors shall adopt a procedure for the supervision of transactions with a view to transparency and the protection of corporate interests.
•Responsibility for making relevant decisions and monitoring the effectiveness of the Company's management system, including decision-making procedures and delegation of powers and duties to other executives.
•Formulation, dissemination and implementation of the Company's core values and principles governing its relations with all stakeholders whose interests are related to those of the Company.
•Determination of the Company's sustainable development policy and monitoring of its implementation. Approval of all sustainability policies and procedures and the Sustainability Report.
•Approval of the Company's Rules of Operation, the Code of Corporate Governance adopted and applied by the Company, the Code of Conduct and their revisions.
•Approval of the Internal Audit Department's Charter of Operation, the Audit Committee's Charter of Operation and the Nomination and Remuneration Committee's Charter of Operation, the Sustainability Committee's Charter of Operation, the Digital Transformation’s Charter of Operation and their revisions.
•Consideration of the reports of the Internal Audit Department which are submitted at least every three (3) months to the Board of Directors by the Audit Committee together with its comments.
•Consideration of the reports of the Regulatory Compliance & Risk Management Department which are submitted at least every three (3) months to the Board of Directors by the Audit Committee together with its comments.
•Adoption of equal opportunities and diversity policy including gender balance for Board members.
•Diligence for the collective and individual evaluation of the members of the Board of Directors.
•Informing the shareholders, through the Company's website, about the nominated members of the Board of Directors no later than 20 days before the General Assembly’s Meeting, with regard to the justification of the proposal, the detailed curriculum vitae and the determination of the eligibility
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criteria of the nominated members.
•Ensuring that the Company's Articles of Association, codified in its current form, is posted on the Company's website.
•Obligation to include in the corporate governance statement a reference to the fit and proper policy, the acts of its committees, the curricula vitae of the members of the Board of Directors and the senior executive officers, the participation of the members of the Board of Directors in its meetings and in the meetings of its committees and information on the number of shares of the Company held by each member of the Board of Directors and each senior executive officer of the Company pursuant to article 152 of L.4548/2018.
15.6.3 Role and Responsibilities of Executive, Non-Executive and Independent Non-
Executive Members of the Board of Directors
The executive members of the Board of Directors shall deal with the day-to-day management issues of the Company and the supervision of the execution of the decisions of the Board of Directors. Their responsibilities shall include:
•The implementation of the strategy specified by the Board of Directors;
•Regular consultation with the non-executive members of the Board of Directors on the appropriateness of the strategy implemented;
•To inform in writing, either jointly or separately, the Board of Directors of existing crisis or risk situations and when circumstances require that measures be taken which are reasonably expected to have a significant impact on the Company, such as when decisions are to be taken regarding the development of the business and the risks assumed, which are expected to affect the Company's financial position. The information shall be provided without delay, by submission of a relevant report containing their estimations and proposals.
The executive members of the Board of Directors participate in a strictly limited number of other Boards of Directors (except for the Group’s companies).
The non-executive members of the Board of Directors are responsible for supervising the execution and enforcement of the decisions of the Board of Directors and supervising the issues of tasks entrusted to them by decision of the Board of Directors. Their responsibilities include:
•Monitoring and reviewing the Company's strategy and its implementation as well as the achievement of its objectives.
•Ensuring effective supervision of executive members including monitoring and control of their performance.
•To consider and express views on proposals submitted by executive members, based on existing information.
The non-executive members of the Board of Directors meet at least annually, or/ and extraordinarily when judged appropriate without the presence of executive members in order to discuss the
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performance of the latter. At these meetings the non-executive members shall not act as a de facto body or a committee of the Board of Directors.
The non-executive members may request, in accordance with the procedure included in the Board of Directors’ Rules of Operation, to communicate with the executives of the Company’s senior management, through regular presentations by the Heads of Departments and Services.
The 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 when he is non-executive, of more than three (3).
A non-executive member of the Board of Directors shall be considered independent, provided that, in their appointment and during their term of office, they do not directly or indirectly hold a percentage of voting rights greater than zero comma five per cent (0,5%) of the share capital of the Company and are free from financial, business, family or other types of dependency relationships, which can influence their decisions and their independent and objective judgment.
The independent non-executive directors submit, jointly or separately, references and reports to the ordinary or extraordinary General Assembly of the Company's shareholders, independently of the reports submitted by the Board of Directors.
At meetings of the Board of Directors that have as their agenda issue the preparation of the financial statements of the Company or whose agenda includes issues for the approval of which a decision is to be taken by the General Assembly with increased quorum and majority in accordance with Law 4548/2018, the Board of Directors is quorate when at least two (2) independent non-executive members are present.
15.6.4 Role of the Chairman of the Board of Directors
The Chairman of the Board of Directors shall coordinate the operation of the Board of Directors and shall preside over it. He/she is responsible for convening the Board of Directors, determining the agenda of its meetings and ensuring the proper organisation of its work and the efficient conduct of its meetings. He/she shall ensure that the members of the Board of Directors receive timely and accurate information, with a view to the fair and equitable treatment of the interests of all shareholders, the maximisation of the return on investment and the protection of the Company's assets. He/she shall coordinate the implementation of the Company's corporate governance system and its effective implementation.
The Chairman, when he/she is absent or incapacitated, shall be replaced by the Vice-Chairman to the full extent of his/her powers.
Indicatively, the powers and duties of the Chairman of the Board of Directors are the following:
•He/she shall draw up the annual program of meetings of the Board of Directors and distribute it to its members in the first fifteen days of each year.
•He/she shall propose to the Board of Directors the issues and the date of General Assemblies.
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•He/she shall determine the agenda of the meetings of the Board of Directors.
•He/she shall send to the members of the Board of Directors the material to be discussed at its meeting at least four (4) working days before the meeting.
•He/she shall coordinate the discussions among the members of the Board of Directors, formulate and put to vote the proposals on the issues of the agenda.
•He/she shall ensure the good organisation of the work of the Board of Directors and the efficient conduct of its meetings.
•He/she shall ensure that the members of the Board of Directors receive timely and accurate information, with a view to the fair and equitable treatment of the interests of all shareholders, the maximisation of the return on investment and the protection of the Company's assets.
•He/she shall attend the General Assembly of the Company's shareholders, take an active part in its proceedings and answer questions addressed to him/her by the shareholders. He/she shall provide for sufficient time to be made available through the proceedings of the General Assembly for shareholders to ask questions.
•He/she shall ensure effective communication between the Board of Directors and all shareholders and shall be available to meet with shareholders and discuss with them governance issues of the Company.
•He/she shall ensure that the views of shareholders are communicated to the Board of Directors.
•He/she shall ensure that the General Assembly of Shareholders is used to facilitate a meaningful and open dialogue with the Company.
•He/she shall propose to the Board of Directors the distribution of dividends, which, once approved by the Board of Directors, will be proposed to the General Assembly.
•He/she shall participate in corporate workshops/presentations (roadshows).
•He/she shall facilitate the effective participation of executive and non-executive members of the Board of Directors in its work and ensure constructive relations between its executive and non-executive members.
•He/she shall evaluate proposals from the non-executive members of the Board of Directors for the appointment of specialised directors when deemed necessary for the performance of their duties.
•He/she shall cooperate with the CEO, providing him with guidance in the context of the Board of Directors' decisions, for the drafting of the Charter of Operation, the Code of Conduct and their revisions and recommend to the Board of Directors for their approval.
•He/she shall recommend to the Board of Directors the approval of the Charter of Operation of the Audit Committee, the Nomination and Remuneration Committee, the Sustainability Committee, the Digital Transformation Committee, the Charter of Operation of the Internal Audit Department, the Charter of Operation of the Regulatory Compliance & Risk Management Department, and the Charter of Operation of the Board of Directors.
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•He/she shall receive the minutes of the Audit Committee meetings and be regularly informed by its Chairman on the progress and findings of the audit procedures.
•He/she shall approve the Annual Sustainability Report.
•He/she shall propose, for approval by the Board of Directors, the organisational chart of the Company and its amendments.
• He/she shall evaluate the Company's risk management process and the effectiveness of the Company's risk management plans.
•He/she shall supervise the responsibilities of the Company Secretary.
•He/she shall evaluate, in cooperation with the CEO and the Directors, the significant investment opportunities that are presented for the Company and recommend to the Board of Directors the relevant action plans.
•He/she shall evaluate proposals from Board Committees for the hiring of external consultants, to the extent needed.
•He/she shall evaluate the effectiveness of the functioning of the Board Committees.
•He/she is a member of the Group's Executive Committee and participates in its meetings.
•He/she shall receive regular updates from the CEO (particularly in the interim periods between Board meetings) on the progress of the Company and the risks it faces and any opportunities that arise. He/she shall evaluate issues and, depending on their seriousness, may convene the Board of Directors, outside of the regular annual schedule, to make decisions.
•He/she shall receive from the CEO the major procedures of the Company for submission to and approval by the Board of Directors.
•He/she shall present to the Board of Directors the progress of new projects/ activities/ partnerships for the development of the Group's business.
•He/she shall approve the induction programs for new members of the Board of Directors recommended by the Company Secretary.
•He/she shall approve the publications posted on the Company's website regarding corporate governance, management structure, ownership and other useful information to investors.
•He/she shall approve the procedures relating to corporate governance submitted by the CEO.
•He/she shall prepare the Charter of Operation of the Board of Directors and propose its approval.
•He/she shall present to the Board of Directors the Annual Financial Statements and the Management Report of the Board of Directors to be submitted for approval at the Annual General Assembly of the Company's shareholders. He/she shall submit to the Board of Directors for approval the Semi-Annual Management Report of the Board of Directors.
•He/she shall bind and represent the Company in accordance with the current Representation Protocol.
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15.6.4 Role of the Vice-Chairman of the Board of Directors
The Vice-Chairman of the Board of Directors shall replace the Chairman of the Board of Directors in all executive responsibilities when he/she is absent or prevented from attending.
15.6.5 Role of an Independent Vice-Chairman or a Senior Independent Director (Lead or
Senior Independent Director)
The Independent Vice-Chairman shall support the Chairman and act as a liaison between the Chairman and the members of the Board of Directors.
Furthermore, the Independent Vice-Chairman shall lead the evaluation of the Chairman conducted by the members of the Board of Directors as well as preside at the meetings of the non-executive members of the Board of Directors.
The Independent Vice-Chairman is obliged to be available and present at the General Assembly’s meetings of the Company’s shareholders in order to discuss corporate governance issues when and if they arise.
The Independent Vice-Chairman shall monitor and ensure the smooth and effective communication between the Committees of the Board of Directors and the Board of Directors. He/she shall coordinate the non-executive members of the Board of Directors, including the independent members, in fulfilling their obligations.
15.6.6 Role of the Chief Executive Officer
The CEO is responsible for ensuring the smooth, orderly, lawful 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 CEO shall participate and report to the Board of Directors of the Company and implement the Company's strategic choices and major decisions.
The CEO and senior management shall ensure that all information necessary for the performance of the duties of the members of the Board of Directors is available to them at all times.
The CEO is responsible for ensuring the smooth, orderly, lawful 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 CEO shall participate and report to the Board of Directors of the Company and implement the Company's strategic choices and major decisions.
Indicatively, the responsibilities of the CEO are the following:
•He/she is responsible for the management and administration of the Company within the framework of the provisions of its Articles of Association, the resolutions of the General Assembly’s Meetings of its shareholders and the Board of Directors and in accordance with the legislation in force.
•He/she shall ensure the protection of corporate assets and the interests of shareholders and seek
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to maximise the efficiency of business activities.
•He/she is responsible for drafting/revising the Charter of Operation, the Conflict of Interest Policies and Procedures and the Code of Conduct, in accordance with the instructions received from the Chairman of the Board of Directors in the context of the decisions of the Board of Directors.
•He/she is responsible for monitoring the implementation of the Board-approved Charter of Operation, Conflict of Interest Policies and Procedures and the Code of Conduct.
•He/she shall approve the procedures of the Company's Directorates. Procedures relating to corporate governance are submitted for approval to the Chairman of the Board of Directors.
•He/she shall formulate proposals to revise the Company's organisational chart in order to better meet its needs and submit it to the Chairman of the Board of Directors for approval.
•He/she shall prepare, in cooperation with the Company's Directorates, the material for the presentations concerning the significant risks faced by the Company and formulate proposals to the Chairman of the Board of Directors regarding their assessment and response.
•He/she shall coordinate and control the Company's Directorates and human resources in order to improve their efficiency.
•He/she shall review the action plans of the Directorates to achieve the Company's business objectives and propose any amendments to improve their performance.
•He/she shall approve the Action Plan of the Regulatory Compliance & Risk Management Unit.
•He/she shall evaluate the proposals submitted by the Directorates and determine priorities taking into account the needs of the Company and the relevant decisions of the Management bodies.
•He/she shall oversee budgetary and accounting figures regarding the Company's costs and expenses by Division and as a whole, as well as those of the investments for which he/she shall assess their efficiency.
•He/she shall regularly inform the Chairman of the Board of Directors (particularly in the interim periods between Board meetings) on the progress of the Company and its financial performance, the risks it faces and any opportunities that arise.
•He/she shall ensure the provision of the necessary resources (human, technical and financial) for the smooth, efficient and competitive operation of the Company.
•He/she shall work with the Company's legal advisors to review contracts and any other commitments undertaken by the Company.
•He/she shall cooperate with the Company's legal advisors for the lawful drafting of the Invitation Notices to General Assembly’s Meetings and their lawful conduct and submit them to the Chairman of the Board of Directors for approval by the Board of Directors and in order to receive the publicity required by law.
•He/she shall present to the Board of Directors the Group's Annual Operating Plan (AOP) and its revision when required.
•At each regular meeting of the Board of Directors, he/she shall present the financial results in relation to the Group's Annual Operating Plan (AOP) and justify any deviations.
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•He/she is a member of the Group's Executive Committee and participates in its meetings.
•He/she is responsible for recommending the risk management methodology to the Chairman of the Board of Directors.
•He/she shall formulate the agenda of the Executive Committee meetings and send it to the participants.
•At the meetings of the Executive Committee, he/she shall present the Group's financial results vs Prior Year and AOP, in cooperation with the Chief Financial Officer.
•He/she shall approve the objectives of the Company's Directors.
•He/she shall evaluate the performance of the Company's Directors and make proposals to the Nomination and Remuneration Committee.
•He/she shall inform the Board of Directors, in cooperation with the Chairman, on the general progress of the Company and other matters.
•He/she shall oversee the operation of subsidiaries in Greece and abroad.
•He/she shall work with the Boards of Directors of the subsidiaries, receiving reports on the progress of their operations, the risks they face and any opportunities that arise. He/she shall evaluates and present matters to the Chairman of the Board of Directors and the Board of Directors of the Company.
•He/she shall study scenarios and alternative proposals for the Group's development in new activities in Greece and abroad. He/she shall process, evaluate and present the issues to the Chairman of the Board of Directors and the Board of Directors of the Company for approval of the relevant investment plans.
•He/she is responsible for overseeing the progress of the work for the preparation of the Financial Statements, the Sustainability Report and the Management Reports of the Board of Directors.
•He/she shall provide the members of the Board of Directors with any information they consider necessary for the performance of their duties at any time.
•He/she shall discuss with the Company's auditors the most significant findings from their audit.
•He/she shall sign the representation letters requested by the auditors.
•He/she shall organise meetings with the Directors and executives of the subsidiaries and coordinate their presentations on the review of the progress of the business activities and their future prospects.
•He/she shall participate in corporate workshops/presentations (road shows).
•He/she shall represent the Company in employers' organisations, chambers, unions and associations and promote the interests of its shareholders.
•He/she shall receive the minutes of the Audit Committee meetings and be regularly informed by its Chairman on the progress and findings of the audit procedures in the context of informing the members of the Board of Directors.
•He/she shall attend the General Assembly of the Company's shareholders, take an active part in its proceedings and answer questions addressed to him/her by the shareholders.
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•He/she shall bind and represent the Company in accordance with the current Representation Minutes.
15.6.7 Role of the Company Secretary
The Board of Directors and its Committees are supported by a competent, qualified and experienced Company Secretary. The role of the Company Secretary is to provide practical support to the Chairman and the other members of the Board of Directors, collectively and individually, in the light of the compliance of the Board of Directors with the internal rules and the relevant laws and regulations. The responsibilities of the Company Secretary include, but are not limited to:
•Checking the legality of the proposals to the Board of Directors as detailed in the Company's procedures and charter of operations and by the decisions of the Board of Directors.
•Legal preparation of the agenda items for the meetings of the Board of Directors of the Company in cooperation with the Legal Department.
•Ensuring a good flow of information between the Board of Directors and its Committees and between senior management and the Board of Directors.
•Ensuring the effective organisation of shareholders' meetings and the generally good communication of the latter with the Board of Directors, with a view to the Board of Directors' compliance with legal and statutory requirements.
•Maintaining records of Board members for compliance with the law (indicatively, independence, Audit Committee and Nomination and Remuneration Committee membership requirements, transaction disclosures, inside information, conflict of interest, updated detailed CVs, etc.).
•Assisting the Audit Committee in its work with the assistance of the Internal Audit Director where necessary, organizing the Audit Committee meetings (regular meetings are held every quarter), issuing the agenda and keeping the minutes of the Audit Committee meetings, coordinating the meetings with the external auditors, with the members of the Audit Committee and with the Group's CFO and preparing the necessary material for the presentation of the issues to be discussed during the meetings of the Audit Committee.
•Assisting the Sustainability Committee in its work by organising the meetings of the Sustainability Committee (regular meetings are held every six months), issuing the agenda and keeping the minutes of the Sustainability Committee meetings, coordinating meetings with the external auditors, with the members of the Sustainability Committee, preparing the necessary material for the presentation of the issues to be discussed during the Sustainability Committee meetings.
•Assisting the Nomination and Remuneration Committee in its work in cooperation with the Secretary of the Committee.
•Assisting the Digital Transformation Committee in its work in cooperation with the Committee’s Secretary.
•Establishing an induction program for the members of the Board of Directors, immediately after the beginning of their term of office and their continuous information and training on issues concerning the Company.
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The appointment and removal of the Company Secretary is a matter for the Board of Directors as a collective body. All members of the Board of Directors shall have access to the services of the Company Secretary.
15.6.8 Operation of the Board of Directors
The operation of the Board of Directors is described in detail in the Charter of Operation of the Board of Directors of the Company. In this charter is described at least the manner in which it meets and takes decisions and the procedures it follows, taking into account the relevant provisions of the Articles of Association and the mandatory provisions of the law. The Charter of Operation includes, for example, the following:
•Election of the Board of Directors
•Members of the Board of Directors
•Determination of the independence of nominated or current members of the Board of Directors
•Term of the Board of Directors
•Establishment of the Board of Directors in a body
•Responsibilities of the Board of Directors
•Duties and conduct of the members of the Board of Directors
•Committees of the Board of Directors
•Prohibitions
•Meetings of the Board of Directors
•Quorum of the Board of Directors and decision-making
•Support for the operation of the Board of Directors
•MINUTES OF THE BOARD OF DIRECTORS
•Fit and Proper policy for Board members
•Remuneration policy for members of the Board of Directors
•Introductory briefing program for the members of the Board of Directors
•Evaluation of the BoD and its Committees
•Evaluation of the Corporate Governance System
•Evaluation of the Internal Audit System
The Board of Directors meets with the required frequency in order to perform its duties effectively. At the beginning of each calendar year, the Board of Directors adopts a calendar of meetings and a 12-month action plan, which may be revised according to developments and the needs of the Company, in order to ensure the proper, complete and timely fulfillment of its duties and the consideration of all issues on which it takes decisions.
The collective evaluation of the Board of Directors and its Committees is carried out annually using self-assessment questionnaires completed via a platform by the members of the Board of Directors, which are presented to the Board of Directors annually. The Chairman of the Board of Directors and the Chief
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Executive Officer are also evaluated through the same procedure. The individual evaluation of the members of the Board of Directors is carried out annually using questionnaires completed by each member and submitted to the Chairman of the Board of Directors to complete the evaluation process.
Immediately after the new members of the Board of Directors take up their duties, a special introductory briefing program is implemented, which includes briefings, presentations and discussions with key members of the Board of Directors in order for them to understand the purpose and nature of the Company's business. In addition, the new members shall be informed of their obligations regarding the Code of Conduct, the Code of Corporate Governance, the Charter of Operation, the stock exchange legislation and, in general, the policies and procedures governing the operation of the Company. The introductory briefing program also includes meetings with the Company's regular auditors.
Information on the participation of the members of the Board of Directors in its meetings and in the meetings of the Committees of article 10 of Law 4706/2020 is given in section 15.11.
The Board of Directors met twenty (20) times during the year 2025. At the meetings of the Board of Directors that had as their subject the preparation of the Company's financial statements or whose agenda included issues for the approval of which the General Assembly’s Meeting of Shareholders was required to adopt a decision with an increased quorum and majority, in accordance with Law 4548/2018, the Board of Directors was quorate and at least two (2) independent non-executive members were present.
The operation of the Board of Directors is supported by four (4) Committees: The Audit Committee, the Nomination and Remuneration Committee, the Digital Transformation Committee and the Sustainability Committee.
The Secretary of the Audit and Sustainability Committees is the Company Secretary Ms. Maria Theodoulidou, whose CV is included in section 15.10.
The Secretary of the Nomination and Remuneration Committee is the Director of Human Resources Mr. Charalambos Thomopoulos, whose CV is included in section 15.10. The work of the Nomination and Remuneration Committee is also supported by the Company Secretary.
The Secretary of the Digital Transformation Committee is Mr. Alexandros Stergiou, whose CV is included in section 15.10. The work of the Digital Transformation Committee is also supported by the Company Secretary.
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15.6.9 Audit Committee
As of 31/12/2025, the Audit Committee has been established in a body as follows:

Independent Vice-Chairman, Independent Non-Executive Member, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee | Stylianos Stefanou, son of Markos
Director, Independent Non-Executive Member, Member of Audit Committee | Maria Georgalou, daughter of Sofoklis
Director, Independent Non-Executive member, Member of the Audit Committee and Member of the Digital Transformation Committee | Stavroula Kampouridou, daughter of Alexandros

The Audit Committee operates in accordance with Article 44 of L.4449/2017 as amended by Article 74 of L.4706/2020, Articles 10, 15 and 16 of L.4706/2020 and the EU Regulation no. 537/2014, the Hellenic Code of Corporate Governance, that the Company has voluntarily adopted (
https://www.esed.org.gr
)
and the provisions of the Company's Charter of Operation. The Audit Committee has the following obligations:
a) With regard to the supervision of the regular audit:
•It is responsible for the selection process of the regular auditor and makes proposals to the Board of Directors regarding the appointment, reappointment and removal of the regular auditor, as well as the remuneration and terms of employment of the regular auditor under article 44 "Audit Committee" of L. 4449/2017 and article 16 of Regulation (EU) 537/2014 to be approved by the General Assembly.
•It examines and monitors the independence of the regular auditor and the objectivity and effectiveness of the audit process, taking into account the relevant professional and regulatory requirements in Greece.
•It reviews and monitors the provision of additional services to the Company by the audit firm to which the regular auditor(s) belong for this purpose, has developed and implements a procedure for approving the receipt of non-audit services from the audit firm that performs the statutory audit of the individual and consolidated financial statements of the Group companies and oversees its implementation.
•It reviews the financial reports prior to their approval by the Board of Directors in order to evaluate the completeness and consistency of these in relation to the information that has been put into consideration as well as the accounting principles applied by the Company and informs the Board of Directors accordingly.
•It organises meetings with the Management / relevant executive officers during the preparation of the financial reports as well as with the auditor during the planning and audit stage, during its execution and during the preparation of the audit reports.
•It is informed of the process and time-schedule of the preparation of the financial reporting by the management and of the annual statutory audit program by the auditor.
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•It receives from the regular auditor a supplementary report based on Article 11 of Regulation (EU) 537/2014, which includes the results of the statutory audit and any weaknesses of the internal control system, in particular, the weaknesses of the financial reporting procedures for the preparation of the financial statements and informs the Chairman, the CEO and the Board of Directors of the company.
•It informs the Board of Directors of the outcome of the statutory audit and explains how the statutory audit contributed to the integrity of the financial reporting and what the role of the EU was in this process.
•It monitors the performance of the external auditors, taking into account any findings and conclusions of the competent authority in accordance with par. 6 of Article 26 of Regulation (EU) No. 537/2014.
b) With regard to the financial reporting process and the internal control, regulatory compliance and risk management system, the Audit Committee:
•monitors the financial reporting process and makes recommendations or suggestions to ensure its integrity and the reliability of the Company's financial statements.
•It oversees all official communications concerning the Company's financial performance (announcements, press releases), informs the Board of Directors of its findings and submits proposals for improvement as it deems necessary.
•It reviews the Company's internal financial controls and monitors the effectiveness of the Company's internal control, regulatory compliance and risk management systems. To this end, the Audit Committee periodically reviews the company's internal control and risk management system to ensure that the main risks are properly identified, managed and disclosed. It informs the Board of Directors of its findings and submits proposals for improvement as it deems necessary.
•It thoroughly examines and evaluates important issues such as:
➢Significant judgements, assumptions and estimates in the preparation of the financial statements
➢The valuation of assets at fair value.
➢The assessment of the recoverability of assets.
➢The adequacy of disclosures about the significant risks faced by the Company.
➢Significant transactions with related parties.
➢The significant unusual transactions.
➢Compliance with accounting principles and standards and any changes since the previous financial year.
•It examines conflicts of interest during the Company's transactions with related parties and submits relevant reports to the Board of Directors.
•It examines the existence and content of those procedures whereby the Company's employees may, in confidence, express their concerns about possible irregularities and irregularities in financial reporting or other matters relating to the Company's operation. The Audit Committee shall ensure
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that procedures are in place for the effective and independent investigation of such matters and for dealing with them appropriately.
•It reviews the regulatory compliance system, which includes the establishment and implementation of appropriate and updated procedures, in order to achieve full and continuous compliance of the Company with the applicable regulatory framework in a timely manner and to have a complete picture of the extent to which this objective is achieved at all times.
•It reviews the policy and procedure for the periodic assessment of the internal control system by persons with proven relevant professional experience and who do not have dependency relationships in accordance with article 14 of L. 4706/2020.
c) As regards the supervision of the Regulatory Compliance & Risk Management Department, the Audit Committee:
•Ensures the effective operation of the Regulatory Compliance & Risk Management Department in accordance with best practices and methodologies for the professional implementation of regulatory compliance and risk management.
•Identifies and reviews the charter of operation of the Company's Regulatory Compliance & Risk Management Department.
•Monitors and supervises the proper functioning of the Regulatory Compliance & Risk Management Department and reviews the quarterly audit reports of the Department.
•Ensures the independence of regulatory compliance and risk management, by proposing to the Board of Directors the appointment and revocation of the Head of the Regulatory Compliance & Risk Management Department.
•Meets regularly with the Head of the Regulatory Compliance & Risk Management Department to discuss issues within his/her area of responsibility.
•The Head of the Regulatory Compliance & Risk Management Department reports administratively to the Director of Procurement and Corporate Governance and operationaly to the Audit Committee.
•The Head of the Regulatory Compliance & Risk Management Department shall submit to the Audit Committee an annual audit plan and the requirements for the necessary resources, as well as the adverse effects of the elimination of the resources or the audit work of the unit in general. The annual regulatory compliance and risk management program shall be prepared on the basis of the Company's risk assessment after taking into account the opinion of the Audit Committee. The annual regulatory compliance and risk management program shall be approved by the Board of Directors.
•It receives a quarterly report from the Regulatory Compliance & Risk Management Director on the progress of the work of the Company's Regulatory Compliance & Risk Management Department and presents it to the Board of Directors of the Company together with its comments and findings.
d)As regards the supervision of the Internal Audit Department, the Audit Committee:
•Ensures the effective operation of the Internal Audit Department in accordance with standards for the professional application of internal control.
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•Identifies and reviews the charter of operation of the Company's Internal Audit Department.
•It monitors and reviews the proper functioning of the Internal Audit Department and reviews the quarterly audit reports of the Department.
•It ensures the independence of the internal audit by proposing to the Board of Directors the appointment and removal of the Head of Internal Audit.
•It meets regularly with the Head of the Internal Audit Department to discuss issues under its responsibility and problems that may arise from internal audits.
•The Head of the Internal Audit Department reports administratively to the CEO and operationally to the Audit Committee.
•The Head of the Internal Audit Department shall submit to the Audit Committee an annual audit plan and the resource requirements and the impact of resource constraints or the audit work of the unit in general. The annual audit program is prepared on the basis of the Company's risk assessment after taking into account the opinion of the Audit Committee. The annual audit program shall be approved by the Board of Directors.
•It receives a quarterly report from the Internal Audit Director on the progress of the work of the Company's Internal Audit Department and presents it to the Board of Directors of the Company together with its observations and findings.
e) Regarding sustainable development:
•It includes in the annual report submitted to the Annual General Assembly’s meeting a description of the Company's sustainable development strategy and policy.
•It reviews the Sustainability Report before its approval by the Board of Directors in order to assess its completeness and informs the Sustainability Committee and the Board of Directors accordingly.
•It informs the Board of Directors of the outcome of the statutory audit of the Sustainability Report and explains how the statutory audit contributed to the integrity of the non-financial reporting and what the role of the Audit Committee was in this process.
The operation of the Audit Committee is described in detail in the Charter of Operation of the Audit Committee (Audit Committee Charter) approved by the Board of Directors of the Company and is uploaded on the Company’s website (
http://www.fourlis.gr
). The Audit Committee shall use any
resources it deems appropriate to fulfil their purpose, including services from external consultants.
Information on the participation of the members in Audit Committee meetings is given in section 15.11.
The discussions and decisions of the Audit Committee are recorded in minutes in accordance with article 74 of Law 4706/2020, which are approved by electronic mail by the members present, in accordance with article 93 of Law 4548/2018. The Secretary of the Board of Directors acts as Secretary of the Audit Committee.
For the year 2025, the Audit Committee has prepared an Annual Report to the Annual General Assembly of the Company's Shareholders which is included in section 17 of the Management Report of the Board of Directors.
As part of its role, the Audit Committee for the year ended on 31/12/2025 approved the delivery of non-
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audit services, in order to ensure the independence of the Certified (Sworn) Auditors. For the Group, the percentage of other fees (non-audit services) in relation to audit services was 3% and for the Company 0%.
15.6.10 Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been established in a body as follows:

Director, Independent Non-Executive Member, Chairman of the Nomination and Remuneration Committee and Member of the Digital Transformation Committee | Nikolaos Lavidas, son of Panagiotis
Independent Vice-Chairman, Independent Non-Executive Member, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee | Stylianos Stefanou, son of Markos
Director, Independent Non-Executive member, Member of the Nomination and Remuneration Committee, Member of the Digital Transformation Committee and Member of the Sustainability Committee | Konstantinos Paikos, son of Petros-Elias

The Company's Nomination and Remuneration Committee has been established to support the Board of Directors in fulfilling its obligations to shareholders to ensure that the nomination of candidates for the Board of Directors is carried out in a meritocratic and objective manner, in order to ensure the smooth succession of its members and senior executives for the long-term success of the Company. As part of its role, the Nomination and Remuneration Committee identifies and proposes to the Board of Directors persons suitable for Board membership, based on a procedure provided for in its Charter of Operation. For the selection of nominees, it takes into account the factors and criteria set by the Company, in accordance with its Fit and Proper Policy.
The Nomination and Remuneration Committee makes proposals to the Board of Directors regarding the Remuneration Policy submitted for approval to the General Assembly (Law 4548/2018, art.112) and the remuneration of the persons falling within the scope of the Remuneration Policy and of the Company's executives, in particular the head of the internal audit unit, and examines the information included in the final draft of the annual remuneration report, providing its opinion to the Board of Directors prior to the submission of the report to the General Assembly. The remuneration policy and practices adopted by the Company are characterised by fairness and accountability and clearly link the Company's performance to that of the individual.
In the context of its role, the Nomination and Remuneration Committee:
•shall participate in the determination of the selection criteria and the procedures for the appointment of the members of the Board of Directors;
•shall submit proposals for the Diversity Policy including gender balance.
•shall submit proposals to the Board of Directors for the nomination of candidate members within the approved Fit and Proper Policy;
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•shall carry out the procedure of identifying and selecting nominees to become members of the Board of Directors within the framework of the approved Fit and Proper Policy;
•shall submit proposals to the Board of Directors for the revision of the Fit and Proper Policy, if required;
•shall periodically assess the size and composition of the Board of Directors and make proposals for consideration on its desired profile;
•shall assess the existing balance of qualifications, knowledge, opinions, skills, experience relevant to the company's objectives and gender and, based on this assessment, it shall outline the role and the skills required to fill vacancies;
•shall submit proposals to the Board of Directors for the succession planning of the Company's senior executives;
•shall inform the Board of Directors on the results of the implementation of the Fit and Proper Policy for the members of the Board of Directors and the measures taken, if any, in case of deviations;
•shall review the Annual Remuneration Report of the members of the Board of Directors;
•shall recommend to the Board of Directors the targets for the Company's current Long Term Incentive Plans and it shall confirm their successful implementation;
•shall design and recommend to the Board of Directors new executive compensation programs;
•shall submit proposals to the Board of Directors regarding the remuneration of the members of the Board of Directors within the framework of the approved Remuneration Policy;
•shall submit proposals to the Board of Directors for the revision of the Remuneration Policy, provided it is required;
•shall inform the Board of Directors on the results of the implementation of the Remuneration Policy for the members of the Board of Directors and the measures taken in case of deviations;
•shall submit proposals to the Board of Directors regarding the remuneration of the Company's senior executive officers, in particular of the head of the internal audit unit.
Information on the participation of members in the Nomination and Remuneration Committee’s meetings is provided in section 15.11.
The operation of the Nomination and Remuneration Committee of the Board of Directors is described in detail in its Charter of Operation approved by the Board of Directors of the Company and is uploaded in the Company’s website (
http://www.fourlis.gr
). The Nomination and Remuneration Committee shall use
any resources it deems appropriate to fulfil their purpose, including services from external consultants.
The discussions and decisions of the Nomination and Remuneration Committee are recorded in minutes in accordance with article 74 of L.4706/2020, which are approved by electronic mail by the members present, in accordance with article 93 of L.4548/2018. The Group's Human Resources Director, assisted by the Secretary of the Board of Directors, acts as Secretary of the Nomination and Remuneration Committee.
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15.6.11 Digital Transformation Committee
The Digital Transformation Committee was established by the Board of Directors' decision as of 25/11/2024 and has been established in a body as follows:

Director, Independent Non-Executive member, Member of the Nomination and Remuneration Committee, Chairman of the Digital Transformation Committee and Member of the Sustainability Committee | Konstantinos Paikos, son of Petros-Elias
Director, Independent Non-Executive member, Member of the Audit Committee and Member of the Digital Transformation Committee | Stavroula Kampouridou, daughter of Alexandros
Director, Independent Non-Executive Member, Chairman of the Nomination and Remuneration Committee and Member of the Digital Transformation Committee | Nikolaos Lavidas, son of Panagiotis
Chief Executive Officer, Executive Member, Member of the Sustainability Committee and Member of the Digital Transformation Committee | Ioannis Vasilakos, son of Dimitrios

The main mission of the Digital Transformation Committee is to constitute an advisory body to the Board of Directors on issues related to the monitoring of developments in the areas of digital technology, security and innovation and their implementation in the Group, taking advantage of the benefits they offer in order to facilitate the achievement of the Group's strategic objectives.
15.6.12 Sustainability Committee
The Sustainability Committee was established by the Board of Directors' decision as of 25/11/2024 and has been established in a body as follows:

Director, Executive Member, Director of Sustainability and Social Responsibility and Chair of the Sustainability Committee | Lida Fourlis, daughter of Stylianos
CEO, Executive Member, Member of the Digital Transformation Committee and Member of the Sustainability Committee | Ioannis Vasilakos, son of Dimitrios
Director, Independent Non-Executive member, Member of the Nomination and Remuneration Committee, Chairman of the Digital Transformation Committee and Member of the Sustainability Committee | Konstantinos Paikos, son of Petros-Elias

The Sustainability Committee is responsible for overseeing the Group's significant sustainability impacts, risks and opportunities. The Committee meets at least twice a year and is informed on the implementation of the sustainability due diligence procedures, as well as on the effectiveness of the Group's policies, actions, metrics and ESG objectives. The Sustainability Committee recommends the sustainability objectives and strategy to the Board of Directors.
In addition, it monitors the process of preparation of the Sustainability Report and cooperates with the
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Audit Committee for the proposal of its approval by the Board of Directors. The Sustainability Committee monitors the sustainability indicators and presents them to the Board of Directors.
The short, medium and long-term sustainable development business and investment plans, objectives, the assessment of related risks and opportunities and the annual action plans are evaluated and approved by the Group's Board of Directors under proposal of the Sustainability Committee.
15.6.13 Executive Committee
In addition to the above Board of Directors' Committees, an Executive Committee has been established and operates in the Company with an advisory and proposing character, but also with an executive character, to the extent that it is assigned with specific executive responsibilities by the Board of Directors. In the Executive Committee participate the executive members of the Board of Directors, the Chief Executive Officers of its major subsidiaries and the Directors of Human Resources, Information Technology, Information Systems Security, Investor Relations and Corporate Communication, Finance, Procurement and Corporate Governance.
15.6.14 Information on the number of shares held by the members of the Board of Directors
and the executive officers of the Company
Information on the number of shares held by the members of the Board of Directors and executives of the Company is given in section 15.12.
15.6.15 Corporate Governance System (CGS)
The Company's Corporate Governance System shall include, indicatively:
•Code of Conduct line– Whistleblowing System
•Policy to combat discrimination, violence and harassment at work
•Suppliers’ Code of Conduct
•Human Rights Policy
•Equal Opportunities and Diversity Policy
•Strategy and Policy for Sustainable Development (Sustainability Policy)
•Sustainable Development Due Diligence Policy
•Related Parties Transaction Policy
•Policy and Procedure for the Prevention, Identification and Management of Conflicts of Interest
•Remuneration Policy
•Fit and Proper Policy for the Members of the Board of Directors (Fit and Proper Policy)
•Code of Conduct
•Management Procedure for Combating Fraud, Corruption and Bribery
•Health and Safety Policy
•Procurement Policy and Ethical Statement of Compliance
•Privacy Policy (GDPR Policy)
•Charter of Operation
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•Risk Management System
•Internal Control System (ICS)
•Regulatory Compliance System
•Supplier Due Diligence Acceptance Policy
•Internal Audit Unit
•Shareholder Services and Corporate Communications Unit
•Information Security Division
The Corporate Governance System (CGS) is defined as the set of Policies, Regulations and other rules governing the management and operation of the Company and resulting from the provisions of articles 1 to 24 of L. 4706/2020 and shall include at least the following:
(a) an adequate and effective Internal Control System (ICS), including risk management and compliance systems;
(b) adequate and effective procedures to prevent, detect and suppress situations of conflict of interest;
c) remuneration policy, which contributes to the Company’s business strategy, long-term interests and sustainability;
d) adequate and effective communication mechanisms with shareholders, in order to facilitate the exercise of their rights and active dialogue with them (shareholder engagement).
Periodic evaluation of the Corporate Governance System (CGS)
The evaluation of the CGS shall be carried out periodically at least every three years. The first evaluation period covered the period from 17/7/2021 to 31/12/2022 and the evaluation was carried out from May to August 2023. The second evaluation period covered the period from 1/1/2023 to 31/12/2025 and was completed in February 2026.
Evaluation range
The Board of Directors oversees the implementation of the CGS, monitors and evaluates its implementation and effectiveness and takes appropriate action to address any shortcomings.
In the above context, the scope of the CGS evaluation range is determined by the Board of Directors supported by the Company's Audit Committee and Procurement and Corporate Governance Department.
Prior to the start of the evaluation, the units and the subsidiaries to be included in the evaluation range are identified.
Areas, scope and method of evaluation
The objective of the assessment is to evaluate the degree of compliance of the CGS with the applicable institutional and supervisory corporate governance requirements.
In assessing the adequacy and effectiveness of the CGS, the Company's arrangements are considered, which include the following sections:
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Evaluation framework
The assessment of the adequacy of the CGS is carried out on the basis of the International Professional Standards Framework for Internal Auditing (Institute of Internal Auditors: The International Professional Practices Framework).
In case it is carried out by an external evaluator then the assessment of the adequacy of the CGS is carried out on the basis of the good international practices.
Evaluation Assignment/ criteria
The evaluation of the CGS is carried out internally by the Company's Internal Audit Department with the assistance of any other Departments required and with the supervision of the Audit Committee. Every 6 years it may be carried out by an external evaluator following an external assignment.
In the case of an internal audit carried out by the Internal Audit Department, the audit shall be carried out on the basis of its internal policies/procedures.
In case the audit is assigned to an external evaluator, it is ensured that the latter has the following characteristics, as defined in the Decision 1/891/30.09.2020 of the Hellenic Capital Market Commission:
The evaluator shall be a legal or natural person or an association of persons. The evaluator must have the following characteristics:
Issues of independence and objectivity
Independence and objectivity shall be taken into account in the selection of the CGS evaluator. The evaluator and the members of the evaluation project team must be independent and have no dependency relationships, in accordance with par. 1 of Article 9 of the Decision, as specified in par. 2, of L. 4706/2020, and must be objective in the performance of their duties.
Objectivity is defined as an impartial attitude and mindset, which allows the evaluator to perform his/her work as he/she believes and not to compromise on its quality. Objectivity requires that the evaluator's judgment is not influenced by third parties or by any incidents.
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In the context of ensuring independence and objectivity, the evaluation of the ICS may not be carried out by the same evaluator for a third consecutive evaluation.
Proven relevant professional experience and training
The selection of the CGS evaluator shall take into account issues related to his/her knowledge and professional experience. In particular, the head of the project team of the CGS evaluation and in any case the signatory of the evaluation must have the appropriate professional certifications (depending on the professional standards relied upon) and proven relevant experience (such as for example in CGS evaluation projects and corporate governance structures).
The evaluator shall take all necessary measures to ensure that during the execution of the project the persons involved have appropriate knowledge and experience of the tasks assigned to them and that he/she uses appropriate quality assurance systems, adequate human and material resources and procedures to ensure the continuity, regularity and quality of the execution of the work.
The evaluation of prospective providers in case the evaluation is conducted by an external evaluator starts with the Company's Board of Directors' order to the Audit Committee and the Chief Executive Officer to collect three (3) written and signed offers from objective, independent, proven certified and sufficiently experienced evaluators who meet the criteria of L. 4706/2020 and Decision 1/891/30.9.2020 of the Hellenic Capital Market Commission.
The next step of the assignment process is the recommendation of the Company's CEO to the Audit Committee as regards the appropriate evaluator based on the regulatory criteria mentioned above as well as technical and financial criteria.
The Company's Audit Committee reviews the CEO's recommendation and in turn makes a recommendation to the Company's Board of Directors, which is ultimately responsible for the selection of the evaluator and the assignment of the evaluation of the CGS.
Carrying out of the evaluation
The evaluation is carried out on the basis of good international practices and the approved CGS Evaluation Policy and Procedure.
In the case of an evaluation by an external evaluator, it is ensured that it is carried out in accordance with the provisions of the relevant award contract.
The Company's involved units ensure the timely and complete submission of the required material and the availability of their staff to conduct interviews and provide clarifications (where required).
Report of evaluation results
The report on the results of the evaluation shall include both a summary of the observations and a detailed presentation of the observations.
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The summary includes the evaluator's conclusion on the adequacy and effectiveness of the CGS. It also includes the major findings of the assessment, the risks and their consequences and the Company's management response to them, including the relevant action plans with clear and realistic time-frames.
The detailed presentation includes all the findings of the evaluation with relevant comments.
The evaluation report shall explicitly state the date of its drafting, the reference date of the evaluation and the period covered. The evaluation report is submitted to the Board of Directors and the Audit Committee is informed at the same time. In addition, the results of the report are included in the annual Corporate Governance Statement.
The first evaluation period covered the period from 17/7/2021 until 31/12/2022, was conducted from May to August 2023 and the report of the evaluation results was presented to the Board of Directors in September 2023.
The second evaluation period covered the period from 1/1/2023 until 31/12/2022, was concluded in February 2026 and the report of the evaluation results was presented to the Board of Directors in March 2026.
The evaluation of the adequacy and effectiveness of the CGS shall follow the periodic evaluation of the ICS as described in the "Internal Control System (ICS) Evaluation Procedure" and shall be completed within 6 months or at the latest within the same calendar year from the completion of the ICS evaluation.
Monitoring of actions to address evaluation findings
The monitoring of the implementation of the actions to address the findings of the CGS evaluation constitutes the responsibility of the Board of Directors, with the coordination of its Chairman and the Procurement and Corporate Governance Department. The Audit Committee is informed in parallel on the response to the findings of the evaluation through the Internal Audit Department, which also monitors the implementation of corrective actions.
Update/approval of the CGS Evaluation Policy and Procedure
The Policy and Procedure is reviewed on a regular basis to determine the extent to which it needs to be updated, taking into account the effectiveness of its implementation, as well as any changes in the institutional and supervisory framework.
Its review, updating and approval falls under the responsibilities of the BoD. The Department for Procurement and Corporate Governance, assisted by the Internal Audit Department, is responsible for the development and updating of the CGS Evaluation Policy and Procedure.
15.6.16 Code of Conduct line – Whistleblowing System
Each subsidiary of the Group has access to the Information Reporting System (Code of Conduct Line -Whistleblowing). The Group shall comply with the Directive 2019/1937 of the European Parliament and
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of the Council on the protection of individuals reporting violations of the Union law, as this Directive has been incorporated in L.4990/2022.
The Directive provides for the establishment of an internal and external system for reporting breaches of EU law, the protection of individuals reporting such breaches and the organisation of the procedure for the submission, receipt and follow-up of reports and the sanctions to be imposed in the event of a breach.
With respect to the fundamental rights of freedom of expression and information, protection of personal data, freedom of business and good administration, protection of consumers, public health and the environment, and in order to ensure a high level of protection of persons who report violations of the law and any law provision, the Whistleblowing System (Code of Conduct Line) has been established. It is a system with internal reporting channels and procedures for monitoring reports of breaches, which indicatively may relate to the following:
• Product safety and compliance;
• Money laundering;
• Protection of the environment;
• Food safety;
• Public health protection;
• Consumer protection;
• Protection of privacy and personal data;
• Rules and provisions of corporate tax law;
• Violence, discrimination and harassment at work.
The Information Reporting (Whistleblowing) System applies to whistleblowers who have obtained information about violations in a workplace context and at least to the following:
• Employees, i.e. those who provide services for which they receive remuneration, regardless of whether their employment is full-time or part-time, permanent or seasonal or seconded from another institution.
• Shareholders and persons belonging to the administrative, management or supervisory body of a company, including non-executive members, as well as volunteers and paid or unpaid interns;
• Any persons working under the supervision and instructions of contractors, subcontractors and suppliers;
• Reporting parties when they report or publicly disclose information about violations obtained in the context of an employment relationship that has since ended;
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• Reporting parties whose employment relationship has not yet started, in cases where information about violations has been obtained during the recruitment process or at another stage of negotiation before the contract is concluded.
The Whistleblowing System ensures specific protection measures applicable to the following:
• Ombudsmen/Mediators;
• Third parties connected to the reporting parties who could be retaliated against in a workplace context, such as colleagues or relatives of the reporting parties;
• Customers or other third parties who have information about violations that it has been obtained from a transaction with a Group Company.
The protection of reporting parties is subject to the condition that they act in good faith, that the information they report is within the purpose of the Group’s Whistleblowing System and that they have reasonable grounds to believe that the information they report is true at the time of reporting. The Company reserves all its legal rights in cases of defamation, deception and obtaining information by illegal means.
Reports/complaints submitted through the Group's/Company's communication channels are collected by the employees in the Regulatory Compliance Department.
The Whistleblowing System ensures that all of the above principles apply to both the reporting parties and the reported persons who enjoy the presumption of innocence.
• Clarity and accessibility;
• Confidentiality;
• Protection of personal data;
• Diligence and record keeping;
• Confidentiality;
• Protection of reporting parties and reported persons.
15.6.17 Policy to combat discrimination, violence and harassment at work
The Company has adopted and implements the Policy on Combating Discrimination, Violence and Harassment at Work. The purpose of the Policy is to further strengthen, in the Group's work environment, the climate of respect in which human dignity and the right of every person to a world of work free of discrimination, violence and harassment is promoted and ensured. The Group declares that it recognizes and respects the right of all its human resources to a work environment free of discrimination, violence and harassment, and that it will not tolerate any such behavior in any form by any person.
The effective implementation of the Policy is the responsibility of all the Group's human resources.
At the same time, the Group has designed and implements a Human Rights Policy, which is another means for the Group to declare its compliance with applicable laws and international standards and
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guidelines, making it clear that the Group respects Human Rights and shows no tolerance to any form of their violation.
The scope of the Policy covers members of the Board of Directors, managers and all the Group's human resources, regardless of their contractual status, including those employed on a contract basis, independent services, on a salaried basis, those employed through third party service providers, as well as persons attending training, including trainees and apprentices, volunteers, employees whose employment contract has expired, and persons applying for employment, as well as persons performing transactions or cooperating with the Group. In particular, those employed under a work contract, under a contract for the provision of independent services, as well as persons who deal or collaborate with the Group are bound by the Policy in accordance with what is specifically provided for in the contracts they have concluded with the Group.
All members of the Group's human resources confirm that they are aware of the content of the Policy. The Policy is always posted and freely accessible in the Group's communication media (indicatively mentioned: F2F, bulletin boards, Group’s and Company’s sites).
The types of conduct prohibited by this Policy include, but are not limited to, the following conduct:
-Unreasonable demands from supervisors (demands not related to job responsibilities).
-Insulting or circulating offensive or obscene material.
-Suggestions, taunts, obscene or sexual/racist jokes or comments, or use of offensive language,
-Use of offensive language when describing someone with a disability or making fun of someone with a disability.
-Comments about someone's appearance or character that cause shame or embarrassment.
-Unwanted stalking, persecution and unwanted verbal or physical attention.
-Sending unsolicited messages with sexually explicit content via SMS, email, social media, fax or letter or making threatening phone calls.
-Offensive and persistent questions about someone's age, marital status, personal life, sexual interests or preferences, and similar questions about someone's race or ethnicity, including their cultural identity and religion.
-Unwanted sexual gestures or persistent "proposals" for dates or threats.
-Implying that one's sexual favours may advance one's career, or that refusing to have a sexual relationship may negatively affect one's career.
-Sneaky looks, rude gestures, touching, friendly pats on the back, or any kind of unwanted physical contact.
-Disseminating malicious comments or insulting someone, especially because of discrimination on the basis of age, race, gender reassignment, type of marriage, civil partnership, pregnancy and maternity, sex, any disability, sexual preference, religion or beliefs.
-Anger outbursts against someone, persistent or unjustified criticism, exclusion from social events, work group meetings, discussions and collective decisions or planning.
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The forms of conduct covered by the Policy may occur in the course of work, either in connection with or arising from work. They may take place:
-at the workplace, including public and private premises and places where the worker performs work, receives pay, takes a break, in particular for rest or meals, personal hygiene and care facilities, changing rooms or accommodation provided by the employer;
-when traveling to and from work, for other business purposes (travel, training), and for work-related events and social activities; and
-during work-related communications, including those carried out through information and communication technologies.
The Group expressly declares that it is committed to taking all necessary measures to address and eliminate discrimination, violence and harassment in the workplace in order to ensure a working environment that respects, promotes and safeguards the right of every person to a workplace free of discrimination, violence and harassment.
Taking into account the working conditions, the educational and social level of the Group's human resources, the experience to date regarding such incidents, as well as the practices applied by the Group at international and local level and the values that govern the Group, the risks of discrimination, violence and harassment are considered limited.
The Group expressly and unequivocally declares its zero tolerance to any form of discrimination, violence and harassment, whether related to or resulting from work.
15.6.18 Suppliers’ Code of Conduct
The sole purpose of the Code is to provide guidelines on the business conduct of the Group's Suppliers. If the existing contract between the Group and the Supplier contains more stringent terms than the Code, then the terms of the contract will apply.
Suppliers/partners must promote and ensure the safeguarding and protection of human rights, respect in the workplace, as well as honest behaviour and fairness among employees. They should adopt policies, procedures and practices that recognise, encourage and value diversity, different views and experiences, and support honest and two-way communication always in a spirit of adjustment, conciliation and compromise.
Any form of forced labour is a violation of human rights and Group Suppliers must prohibit it. The provision of work must be free and in accordance with the laws of the country of operation. Suppliers should also strictly prohibit the employment of persons who are under the legal age of majority in accordance with applicable laws.
The working hours, holidays and overtime of the Supplier's personnel must be in compliance with the relevant national legislation and the relevant rights of the employees must be respected. The terms and conditions of employment must be fair and reasonable and in accordance with the provisions of the
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applicable labour law. The remuneration of the Supplier's human resources shall be paid in accordance with the terms of the applicable labour legislation.
Equal and fair treatment of employees should be a hallmark of the Group's Suppliers. They must show zero tolerance for any form of discrimination, verbal or other harassment, or violence in the workplace. They must comply with the legislation on equal employment opportunities, including those related to the prohibition of discrimination, harassment and offensive treatment.
The application of health and safety rules for human resources in the workplace is essential to protect human life.
Each Supplier must not allow its staff to consume alcohol or drugs during the course of work. The abuse of alcohol, drugs and other psychotropic substances in the workplace can pose a serious problem for health, safety and work performance.
Ensuring compliance with the national and international institutional and regulatory framework is an obligation of the Group's Suppliers.
The Group's Suppliers must show zero tolerance to all forms of bribery, corruption and fraud. They must have in place and implement policies and procedures to deal with any such incident in a proactive and repressive manner.
Suppliers are obliged to make every effort to avoid situations that could be considered to lead to a conflict of interest with Group companies.
The Group's Suppliers must comply with the rules that regulate trade practices, competition and prohibit the creation of monopolies. They must refrain from any conduct that could be considered as unfair competition under the relevant legislation.
If the Suppliers, due to the nature of the service or product provided to the Group, gain access to confidential or secret information of the Group, they are obliged to maintain the confidentiality of such information.
Suppliers have an obligation to respect and not allow any act that constitutes an infringement of the Group's rights in relation to its facilities or intellectual property. In this context, they have an obligation to ensure that the relevant legislation is implemented.
The products or services offered by Suppliers to the Group must comply with the specifications and safety requirements set by national legislation.
Suppliers must comply with the applicable legislation on environmental protection and make every effort to reduce their environmental footprint, through the proper management of natural resources and the mitigation of greenhouse gas emissions, aiming to reduce the related impacts on the environment and society at large and to contribute to addressing the phenomenon of climate change.
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15.6.19 Human Rights Policy
In the Group we operate responsibly, we are constantly evolving and we move forward in all our countries of operation with commitment to our Values, respecting our employees and all our stakeholders, supporting society and protecting the environment, aiming at sustainable development at an economic, social and environmental level.
Our Values are: Integrity, Mutual Respect, Efficiency.
Our Vision is: Passion for a better life!
Our Mission is: To create additional value for our customers, our people, our shareholders and society by providing products and services for a better life.
Respect for Human Rights is a matter of fundamental importance for the companies of the Group, as is also evident in our Group's principles: Integrity, Mutual Respect, Efficiency.
We are committed to applying both core international human rights principles and national laws in the countries where we operate.
We are committed to ensuring that all people are treated fairly, with dignity and respect.
We are committed to ensuring an equal opportunity, non-discriminatory and non-harassing working environment for all our employees.
We are committed to promoting the respect and protection of Human Rights, both within the Company's internal environment and in our sphere of influence with stakeholders.
For the Group, the protection of Human Rights is part of its culture and a strong priority, both at a management and employee level.
15.6.20 Equal Opportunities and Diversity Policy
In order to promote an appropriate level of diversity on the Board of Directors and a multi-diverse group of members, the Company applies an Equal Opportunities and Diversity Policy when appointing new members of the Board of Directors. The current Equal Opportunities and Diversity Policy is posted on the Company's website
http://www.fourlis.gr
and summarizes the following:
The Company is committed to providing equal opportunities for all employees and applicants, at all levels of the hierarchy, regardless of race, color, religion, ancestry, gender, sexual orientation, age, disability, marital status, or any other characteristic protected by law. The Company expressly prohibits any discrimination or harassment based on these factors.
The Company shall ensure that all employment decisions, including but not limited to those regarding hiring, promotion, training, compensation and benefits, transfers, disciplinary misconduct, and dismissals are free from any unlawful discrimination.
The Company encourages a safe and healthy work environment, free of discrimination, harassment and retaliation. All employment-related decisions are based on individual qualifications, performance and
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behaviour.
The Company provides appropriate adjustments for the qualifications of employees with disabilities in accordance with the law and treats and manages any employee disability situations as separate cases.
In order to achieve sustainable and balanced growth, the Company sees increasing diversity on the Board of Directors as a key element in achieving its strategic objectives and sustaining its growth. Based on this direction, the Company has a Policy on the suitability of the members of the Board of Directors in line with the requirements of Law 4706/2020, the basic principles of which are presented in this Corporate Governance Statement.
With regard to Senior Management and members of all other levels of the Company's hierarchy, the minimum qualifications that they must have are strong values and discipline, high ethical standards and a commitment to fully support the Company's structures and processes. Candidates should have individual skills, experience and competencies that will support the Company's short-term planning and strategy.
Diversity in Senior Management and members of all other levels of the Company's hierarchy is based on a number of elements, including but not limited to gender, age, cultural and educational background, nationality, professional experience, skills, knowledge and length of previous service and work experience.
The appointment of Senior Management and members of all other levels of the Company's hierarchy should be based on meritocracy, and nominees should be examined against objective criteria, always taking into account the benefits of diversity in the Company.
The following information is provided regarding the percentage of representation of the members of the Board of Directors and the Company's Directors by gender and age:

Representation percentages by gender and age of the Board of Directors and the Management Executives of FOURLIS HOLDINGS SA
| 2023 | 2024 | 2025
Board of Directors | 9 | 9 | 9
Men | 56% | 56% | 56%
Women | 44% | 44% | 44%
40 to 50 years old | 22% | 22% | 22%
50 to 60 years old | 34% | 33% | 33%
60 years old > | 44% | 44% | 44%
Managers (Executive Officers) | 8 | 6 | 10

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Men | 50% | 33% | 50%
Women | 50% | 67% | 50%
30 to 40 years old | 0% | 0% | 10%
40 to 50 years old | 12% | 17% | 40%
50 to 60 years old | 50% | 50% | 50%
60 years old > | 38% | 33% | 0%
Administrative Executives | 66 | 69 | 70
Men | 52% | 52% | 53%
Women | 48% | 48% | 48%
< 40 years old | 42% | 48% | 41%
40 to 50 years old | 29% | 28% | 30%
50 to 60 years old | 26% | 22% | 23%
60 years old > | 3% | 3% | 6%

15.6.21 Sustainable Development Strategy and Policy (ESG)
In the Group, sustainability is a key pillar of its strategy. The Group is committed to operating responsibly and with respect to the environment, the societies in which it operates and its people. Through innovative practices and sustainable initiatives, it seeks to reduce its environmental footprint and promote sustainability in every aspect of its operation. Its aim is to continue to be dynamic, actively and substantially contributing to the formulation and implementation of the Sustainable Development and Social Responsibility strategy, as an integral part of its corporate culture.
Since 2008, Fourlis Group has been a signatory to the United Nations Global Compact and is committed to adopting, supporting and promoting, through its business activities, the 10 Principles.
The Group informs its stakeholders about the work carried out in the field of Sustainable Development by publishing annually a relevant report in accordance with the European Sustainability Reporting Standards (ESRS).
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Sustainable Development Policy
Sustainable development has been integrated into the Group's business strategy. The Sustainable Development and Social Responsibility Division designs the Group's Sustainable Development strategy and implements and monitors its implementation as well as the implementation of relevant policies, procedures, practices and programs and coordinates the Group's companies in initiatives and actions in the field of Sustainable Development.
The Group conducts a dual materiality analysis as part of its continuous improvement of its approach to sustainable development and social responsibility matters. For matters arising, it applies a due diligence process that sets out the Group's assessment of significant impacts, risks and opportunities. In addition, it designs the sustainability strategy (commitments, targets, actions and programs) in cooperation with representatives of its subsidiaries.
Through its responsible operation, programs and activities, the Group also contributes to the achievement of the UN Sustainable Development Goals (SDGs).
The Management is committed to the implementation of the Sustainable Development Strategy and Policy at all levels, companies and sectors of the Group's activities.
For the Environment (E)
Environmental protection is a priority for the Fourlis Group. The Group operates responsibly, adopts sustainable practices and invests in technologies that reduce its environmental footprint. With respect to nature and future generations, it promotes sustainability in every aspect of its operations, actively contributing to the protection of the planet.
It assesses the risks and opportunities associated with climate change, an ongoing effort to mitigate
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and adapt to it.
It incorporates in its strategy activities and actions to reduce its environmental footprint, focusing on the proper management of energy and the reduction of greenhouse gas emissions, the saving of natural resources and recycling of materials, the responsible water consumption.
It offers products that contribute to a sustainable lifestyle.
It raises awareness among employees, customers and the public on environmental protection and the adoption of a sustainable lifestyle.
For all of the above issues, Fourlis Group sets individual sustainable development targets, which it evaluates annually in terms of their effectiveness and revises them when and where necessary, with the aim of continuous improvement.
For Group People and Society (S)
For the People of the Group
At Fourlis Group, its people are its cornerstone and driving force. The Group continuously invests in their growth and well-being, creating an environment that fosters innovation, collaboration and personal development. The aim is to create and maintain a culture of respect, inclusion and equal opportunities for all, an environment where everyone feels safe and part of a team in which they can grow professionally and personally.
The Group ensures the creation and preservation of jobs through the development of its activities in Greece and abroad.
It has a Human Rights Policy and respects, defends and promotes internationally recognised human rights through its strategy, the policies it adopts and the initiatives it undertakes.
It offers a working environment of meritocracy and equal opportunities, with fair recruitment, reward and career development policies for all human resources, without discrimination.
It invests in the continuous training and development of its human resources, as well as in their systematic and merit-based evaluation.
It offers health benefits to employees and personalised support in cases of serious health issues and other emergencies.
It implements a Health and Safety Policy for all Group companies in all countries of its operation, providing a healthy and safe working environment.
For the Society
Social responsibility is an integral part of the Group's philosophy. The Group is committed to supporting the societies in which it operates through initiatives that promote education, health and social cohesion. Responding to the needs of society, it seeks to create a better future for all.
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The Group is constantly informed about the needs of the citizens and societies in which it operates through established channels of communication and consultation.
It assesses and prioritises needs and then designs and implements programs and actions based on the coverage of real and significant needs of the local community, the number of beneficiaries and the nature of its activities.
It implements social actions that are aligned with the group's social responsibility strategy.
Responding to emergencies (e.g. pandemic, natural disasters), beyond the established programming of the social responsibility plan.
It encourages and promotes volunteering by its employees.
In addition, the Group offers quality and affordable products. The products marketed by the group's companies meet international quality and safety standards.
It invests in technology and upgrading of its services, following the rapid changes in consumer habits and the nature of retailing, seeking to meet growing consumer expectations and create a positive customer experience.
It prioritises the health, safety and accessibility of all customers and visitors by implementing a Health and Safety Policy and creating an environment that promotes trust and comfort. It ensures that persons with disabilities can safely stay and move around and be accommodated in its facilities. With these principles, it seeks to provide the best possible experience for everyone.
It is committed to protecting the personal data of its customers, ensuring their security and privacy.
Economic Development and Corporate Governance (G)
Fourlis Group aims to achieve positive financial results, to continue strictly selected investments and to exploit new investment opportunities.
It ensures continuous improvement of relations with its suppliers by communicating the terms of cooperation and the basic framework of principles and values that should govern the cooperation between them.
Business ethics is the foundation of the Fourlis Group's activities.
The Group has voluntarily decided to apply the Hellenic Code of Corporate Governance for listed companies, which has been prepared by the Hellenic Corporate Governance Council for listed companies, which is a body of recognised prestige.
By adopting best practices in corporate governance, it seeks to increase investor confidence and broaden the horizons for attracting investment capital with the ultimate goal of ensuring further value to its shareholders, with transparency and safeguarding their interests.
The Group's Corporate Governance System includes, in addition to the Sustainability Strategy and Policy
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(ESG) and the Human Rights Policy, the Policy on Combating Discrimination, Violence and Harassment at Work, the Supplier Code of Conduct, the Equal Opportunities and Diversity Policy, the Employee Code of Conduct - System for providing anonymous information, the Policy and Procedure for the Prevention, Identification and Management of Conflicts of Interest, the Policy for Conducting Related Party Transactions, Board of Directors and Executive Officers Remuneration Policy, Charter of Operation, Risk Management System, Regulatory Compliance System, Internal Control System and Supplier Due Diligence Acceptance Policy.
Sustainability Committee
The Group’s Sustainability Committee consists of executive and independent non-executive members of the Board of Directors. The Group's Sustainability Committee is chaired by the Director of Sustainable Development and Social Responsibility, an executive member of the Board of Directors.
The short, medium and long-term sustainable development business and investment plans, objectives, the assessment of related risks and opportunities and the annual action plans are evaluated and approved by the Group's Board of Directors under proposal of the Sustainability Committee.
15.6.22 Related Parties Transaction Policy
The Transaction Policy between the Company's subsidiaries and Related Parties aims at providing timely information about the desired transaction and obtaining approval before it takes place. The Policy applies to all new transactions regardless of their value. In the case of existing transactions, approval is required for substantial modification of the terms of the agreements in force (new recipient, new transaction, extension of term, change of credit terms, change of pricing terms, etc.).
The Company follows the rules regarding transparency, independent financial management, accuracy and correctness of its transactions.
Related parties, in relation to the Company, are those persons defined as related to the Company in accordance with the International Accounting Standard 24 and legal entities controlled by them in accordance with the International Accounting Standard 27.
Transactions between the Company and its affiliated companies are carried out for a price or consideration that is comparable to that which would be realized if the transaction were carried out with another natural or legal person, under market conditions prevailing in the market at the time of the transaction and in particular comparable to the price or consideration agreed by the Company when it deals with any third party, in accordance with the relevant currently applicable law provisions.
Information on the above transactions is included in the Management Report of the Board of Directors and in the Notes to the Financial Statements.
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15.6.23 Policy and Procedure for the Prevention, Identification and Management of
Conflicts of Interest
The Company has and applies a Conflict of Interest Policy and Procedure in accordance with article 14 of Law 4706/2020, each revision of which is approved by the Board of Directors of the Company.
This Policy identifies the circumstances that constitute or may give rise to a conflict of interest and further sets out the procedures to be followed and the measures to be taken to mitigate, manage and resolve any such conflict should it arise. The above Policy provides substantial guidance to the Board of Directors, the Executive Committee, management and all employees of the Company on the identification and management of conflicts of interest.
The Company seeks to avoid conflicts of interest to ensure that it continues to operate in accordance with its purpose. In any case, it takes all necessary measures to prevent conflicts of interest and, if such conflicts nevertheless arise, it acts immediately to manage and mitigate them by providing mitigation and resolution measures and applying the necessary controls, in accordance with the provisions of the above Policy.
Each member of the Board of Directors and any third person to whom the Board of Directors has delegated responsibilities have a duty of loyalty to the Company and must not pursue their own interests that are contrary to the interests of the Company. The members of the Board of Directors act with integrity and in the interest of the Company and preserve the confidentiality of non-publicly available information. They must not have a competitive relationship with the Company and must avoid any position or activity that creates or appears to create a conflict between their personal interests and those of the Company, including holding positions on the Board of Directors or in the management of competing companies, without the permission of the General Meeting of Shareholders of the Company. The members of the BoD should contribute their expertise and devote the necessary time and attention to their duties.
They should disclose to the Board of Directors, prior to their appointment, their other professional commitments, including significant non-executive commitments to companies and non-profit institutions, and report to the Board of Directors any changes to these commitments as they arise. In addition, they must disclose in a timely and adequate manner to the Company's Compliance Department and to the other members of the Board of Directors their own interests that may arise from any corporate transactions and/or activities of the Company that fall within their duties as well as any other conflict of interest they may have with those of the Company or an affiliated company.
Each member of the Board of Directors and the Executive Committee of the Company is required to submit to the Compliance Department a "Conflict of Interest Declaration" in accordance with the terms of the above Policy at the time of appointment to the Company, as well as on an annual basis and to update it during the year, whenever required.
No member of the Board of Directors may vote on matters on which there is a conflict of interest between
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him/her (or a related person) and the interest of the Company. In this case, decisions are taken by the other members of the Board of Directors.
The Regulatory Compliance Department examines and evaluates all conflicts of interest disclosed to it in cooperation, where appropriate, with the Legal or Human Resources Department or any other Department required and a decision is taken on the measures that may need to be taken for the appropriate resolution or management of the identified conflicts, informing the person involved as appropriate. The Regulatory Compliance Department keeps a record of all cases of conflicts of interest that have been disclosed to it and the decisions taken to address them, while it also informs at least annually the Company's Audit Committee on the above incidents that have occurred and the decisions taken during the year by submitting a relevant report.
15.6.24 Remuneration Policy
The Company's policy and principles for determining the remuneration of the executive and non-executive members of the Board of Directors as well as the method of calculating the remuneration, including the quantitative and qualitative criteria taken into account are included in the Remuneration Policy approved by the Annual General Assembly’s Meeting as of 20/6/2025 and posted on the Company's website
http://www.fourlis.gr
. This Policy concerns the members of the Board of Directors
(BoD) of the Company and was prepared in accordance with the EU Directive on shareholders’ rights (EU Directive 2017/828 of the European Parliament and of the Council as of the 17th of May 2017), as incorporated in the Greek legislation by L. 4548/2018.
The Remuneration Policy contributes to the company’s business strategy and long-term interests and sustainability and clarifies the way of contribution. It specifies in detail both the existing rights of the members of the Board of Directors and the Company’s obligations to them, as well as the terms on which the remuneration will be granted in the future. The Policy is valid for four (4) years, unless it is revised and/or amended earlier by decision of the General Assembly of the Shareholders of the Company.
The Nomination and Remuneration Committee shall examine annually whether the Policy is still compatible with the Company’s business strategy or whether it should propose amendments to the Board of Directors. Every four (4) years or earlier, if there is a need for amendment upon recommendation of the Committee, the Board of Directors will submit any changes to the Policy, that it deems appropriate, to the Company's General Assembly of shareholders for approval.
The Remuneration Policy takes into account the applicable legislation, good corporate governance practices, the Hellenic Corporate Governance Code, the Company’s Articles of Association and the Company’s Charter of Operation. The Policy recognizes the existing rights and obligations to the members of the Board of Directors, and sets out the terms and conditions under which future remuneration may be granted to existing and/or new members of the Board of Directors, during the period of validity of the Policy.
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No member of the Board of Directors shall take decisions or be responsible for their own remuneration. The Nomination and Remuneration Committee shall ensure that no person will be present when discussing their remuneration.
More specifically:
The Company rewards both executive and non-executive members of the Board of Directors, taking into account the principle of paying fair and reasonable remuneration for the best and most suitable person for each relevant position by taking into account the level of responsibility as well as the knowledge and experience required, in order to meet expectations while in parallel ensuring its short and long-term business plan, to continue to create value for its customers, shareholders, employees and the economy of the countries in which it operates.
Remuneration Policy for the executive members of the Board of Directors
The Remuneration Policy of the executive members of the Board of Directors contributes to the Company’s business strategy, long-term interests and sustainability:
•Providing a fair and appropriate level of fixed remuneration that allows executive members to focus on creating sustainable long-term value;
•Balancing short-term and long-term remuneration to ensure the focus on short-term targets that will lead to long-term value creation;
•Providing short-term variable remuneration with performance criteria which align the interests of the executive member with the interests of the shareholders;
•Including long-term variable remuneration in exchange for securities with long-term performance criteria that contribute to value creation.
The Policy does not provide for variable remuneration for non-executive members of the Board of Directors to ensure that there is no conflict of interest in the decision-making of non-executive members and their ability to challenge the decisions of the Management when they involve risk-taking for the Company.
The Remuneration Policy for the executive members of the Board of Directors, in addition to those mentioned above, also takes into account other important factors in determining the remuneration, such as the knowledge and experience required for the achievement of the objectives of the Company’s business plan.
The Nomination and Remuneration Committee and the Board of Directors are periodically informed about the structure of the remuneration and the practices followed within the Company, as well as about market trends in this particular issue (annual remuneration and benefit surveys). This information is taken into account when reviewing the Policy.
The remuneration of the executive members of the BoD includes a fixed salary, participation in a short-term variable remuneration plan MBO (Management by Objectives), participation in a long-term incentive plan (stock options, shares), retirement benefit, directors' and officers' liability insurance (DNO) and other benefits such as private health insurance, life insurance, company car/car allowance and fuel card.
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The long-term incentive plans of the executive members of the Board of Directors include targets such as a) earnings per share (EPS, share value), b) Cumulative Retail Free Cash Flow (FCF), c) retail customer satisfaction indicators, d) carbon footprint (CO2 emissions).
The minimum holding period for options or shares is 2 years.
Remuneration policy of the non-executive members of the Board of Directors including independent
non-executive members
When determining the remuneration levels of the non-executive members of the Board of Directors, the market practice in respect of companies of a similar size on the basis of market value, revenues, profits, complexity, structure and international dimension, shall be taken into account.
The non-executive members of the Board of Directors shall receive the basic remuneration and shall be paid additional remuneration for their participation in committees. The non-executive members of the Board of Directors shall not be entitled to participate in any incentive-grant program.
The non-executive members of the Board of Directors shall be paid a remuneration, which shall be fixed and shall cover the time required for the performance of their duties. The said fixed remuneration shall cover the time of participation in the meetings of the Board of Directors and in the meetings of the Committees of the Board of Directors, including the time of preparation.
The maximum amount (ceiling) of the annual total basic remuneration shall be specified by the Board of Directors upon proposal of the Nomination and Remuneration Committee and shall be subject to approval by the Annual Ordinary General Assembly of the shareholders.
There is no pre-specified level of annual remuneration or increase of remuneration nor a pre-specified maximum level of remuneration. The Board of Directors shall be guided by the general level of fees and increases in the market for the non-executive members of the Board of Directors.
In any case, the non-executive member of the Board of Directors must not receive any significant remuneration or benefit from the Company or from a related Company within the meaning of article 2 of L.4706/2020 or participate in a system of stock options or any other system of remuneration or benefits related to the performance other than remuneration for their participation in the Board of Directors or in its Committees, as well as the collection of fixed benefits under a pension scheme, including deferred benefits, for previous services provided to the Company.
The concept of significant benefit or remuneration is determined on the basis of the levels of market remuneration. Moreover, the following shall be taken into account:
• The need to ensure that non-executive members of the Board of Directors have the appropriate skills, competences, diversity, knowledge and experience in order to cover the positions of the Board of Directors;
• the time that should be allocated to this role;
• any increases in the range, scope or responsibilities of the role;
• any needs for hiring a non-executive board member with specific skills and experience.
When an independent member of the Board of Directors of the Company participates as a non-executive member in the Board of Directors of an affiliated company of the Group in accordance with the
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International Accounting Standard (IAS) 24, this member may receive remuneration for such participation in accordance with the Remuneration Policy of the affiliated company.
The remuneration shall normally be paid on a monthly basis in Euros via a bank account.
For the independent non-executive members of the Board of Directors, those mentioned for the non-executive members of the Board of Directors shall apply.
15.6.25 Fit and Proper Policy for the Members of the Board of Directors (Fit and Proper
Policy)
Information on the Fit and Proper Policy for the members of the Board of Directors of the Company is provided in section 15.8. The current Fit and Proper Policy for the Members of the Board of Directors is posted on the Company's website
http://www.fourlis.gr
.
15.6.26 Code of Conduct
The Company has adopted high standards of professional ethics ensuring the commitment and cooperation of all its executives. Our Code of Conduct includes the following standards:
➢Relationship with third parties
•Partners / Suppliers
The Company's human resources shall treat partners and suppliers with objectivity and respect.
The Company has adopted a Supplier Code of Conduct, as well as related policies and procedures, which characterize its daily practices.
The Company encourages the compliance of its existing and key suppliers/partners with the current Supplier Code of Conduct.
In addition, during the selection process of new suppliers/collaborators, the Company notifies them in writing of this Code, as well as their obligation to comply with its provisions.
Each partner/supplier acknowledges that the Supplier Code of Conduct is posted on our website and agrees to comply with the principles of business ethics.
•Mass Media, Publications and Public Speeches
Only natural persons authorised by the Board of Directors of the Company may communicate with public bodies and the media and announce information on the activities and results of the Company and the Group.
Specific and explicit approval must also be obtained in the event that a member of human resources participates as a speaker representing the Company in any presentation, in order to obtain any necessary supporting material and, if necessary, relevant guidance, prior to the publication of any press release, in order to confirm that the text does not threaten the Company's reputation.
•Social Media
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The Company encourages members of its human resources to participate in Social Media, encouraging them to exercise good judgment, common sense & to adopt ethical behavior.
In the context of ensuring the proper use of the accounts maintained by the Company in social media, access and the right to manage these accounts is granted only to authorized personnel, who may post in the name and on behalf of the Company.
•Shareholders & Investors
The Company implements appropriate procedures to ensure that shareholders are provided with prompt, accurate information and the necessary support in exercising their rights.
➢Employee relations with colleagues and with the Company in general
•Respect for colleagues
All employees of the Company must promote respect in the workplace, as well as honesty and fairness among them.
They recognise, encourage and value diversity, different views and experiences, and support honest and two-way communication always in a spirit of accommodation, conciliation and compromise.
They develop relationships based on understanding and trust, demonstrating mutual respect and respect for hierarchy.
The Company seeks to improve employee and workplace issues through structured dialogue in a manner that is communicated and known to all employees. The Company participates in a social dialogue based on trust and respect.
•Health and Safety
Health and Safety rules for human resources in the workplace are a requirement for the protection of human life.
The Company ensures the health and safety of all its human resources. It monitors and controls the risks involved and takes all necessary preventive measures against accidents and occupational diseases in the workplace. For this purpose, a hygiene officer has been appointed within the Company.
•Forced and child labour
Any form of forced and child labour is a violation of human and children's rights, therefore both of the above-mentioned types of labour are absolutely prohibited within the Company.
In particular, the Company prohibits the use of any form of forced labour, including, but not limited to, prison labour, labour under particularly onerous contractual conditions, slave labour, military labour and slavery, as well as any form of human trafficking.
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Furthermore, the Company strictly prohibits child labour, which is defined as the employment of any person below the minimum age permitted by law.
•Respect for people - Equal opportunities policy
A basic principle of the Group's operation is respect for people. The Group shows its respect for all employees by providing a positive, productive and safe working environment that accepts diversity and inclusion.
The Company ensures that all its employees have equal rights and opportunities as well as obligations and duties. In addition, all employees are treated equally, provided with equal opportunities for growth and development, fair pay and equal access to tools to do their work to the best of their ability and contribute to the Company's growth.
•Harassment in the workplace
Harassment is defined as any conduct that may be offensive, aggressive, violate or disturb the sensitivity and dignity and/or isolate the employee.
Any form of harassment is expressly prohibited and we do not accept behaviour that constitutes harassment, which offends the victim's personality and personal integrity and/or creates an intimidating, hostile or humiliating environment for the victim (e.g. physical, sexual, psychological, verbal or other form of harassment).
The Company's commitment to the safety of individuals is also demonstrated by the "zero tolerance" to any kind of discrimination, violence, sexual harassment, which endanger the safety of employees and the execution of the Group's operations.
The Company ensures that all employees contribute to a fair and equal working environment by not tolerating and acting directly against all forms of harassment.
Communicating incidents of discrimination and harassment is essential for the Company to maintain a respectful work environment.
•Evaluation
Our evaluation is performed with respect, honesty and based on objective criteria. The aim is to provide only good faith criticism and to set targets related to the improvement of our personal performance and through this to the development of the Company.
•Education/ Training
The Company provides training opportunities for all its personnel according to the specific requirements of the position we hold and the needs of the company. There is cooperation to select the training that suits each employee's skills and schedule. All employees must be willing to participate in the training offered.
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•Crisis management / Employee cooperation in case of control by authorities, as well as in case of
court proceedings
In any crisis situation, all parties involved must cooperate and make every effort to minimise the negative effects of a potential crisis.
➢Consolidating a culture of risk management (risk awareness)
Corporate culture reflects the Company's core values, behaviours and decisions and is a very important factor in shaping the perception of risk management.
In accordance with the requirements of the legislation, the Group has a Risk Management System, with the Regulatory Compliance & Risk Management Department as the main custodian on the 2nd line. Specifically, the Company has:
—Risk management policy and procedures.
—Enterprise Risk Management (ERM) methodology based on the COSO framework.
—Risk Register.
➢Regulatory Compliance Issues
•Conflict of interest
According to the Company's Conflict of Interest Policy and Procedures, a Conflict of Interest is any situation in which a liable person (Board member, Executive Committee member, Director, Supervisor/Head/Team Leader, employee of the Group or any affiliated company) or one of his/her relatives (children, spouse, cohabiting partner, parents, siblings, in-laws, grandparents and grandchildren, children of the spouse or cohabiting partner), persons dependent on that person or his/her spouse or cohabiting partner, personal business partners/affiliated enterprises - legal or natural persons) has, for his/her own account or for the account of third parties, an interest, the attainment of which could hinder the attainment of the corporate interest of the Group, to which that person owes a duty of loyalty and/or could affect or appear to affect, directly or indirectly, the manner in which that person carries out his/her professional activities to the detriment or in favour of the Company.
The existence of a conflict of interest shall be assessed and verified taking into account the specific circumstances of each case.
•Publication of Financial and Non-Financial Information
The Company is committed under its Internal Control System (ICS) that the financial and non-financial information it provides is accurate and complete, valid and timely, the information is controllably accessible, sufficiently available to authorised or appropriate recipients, adequate and that the systems supporting it are securely protected and provide appropriate evidence of all recorded transactions.
All of the Company's human resources are responsible for complying with the above Financial and Non-Financial Reporting commitments, as well as for the required cooperation with internal and external auditors to verify the information provided. The Company's Audit Committee reviews Financial and Non-
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Financial Information in order to assess its completeness and consistency and informs the Board of Directors responsible for its approval.
•Disclosure of Dependency Relationships of Members of the Board of Directors
In compliance with the provisions of article 9 of Law 4706/2020 on independent non-executive members of the Board of Directors, the Company applies a procedure for the disclosure of any dependency relationships of the members of the Board of Directors and persons with close ties to them.
The Board of Directors is responsible for taking the necessary measures to ensure the above compliance, as well as for the necessary actions in case it is established that the independence requirements set by law are not met. The review of the conditions takes place on a quarterly basis with the assistance of the Group Company Secretary and is included in the annual management fnancial report.
The Procedure for Disclosure of Dependency Relationships of Board Members is described in detail in the Charter of Operation.
•Compliance of Persons Performing Managerial Duties
The Company has a specific compliance procedure for persons performing managerial duties in full compliance with the provisions of Article 19 of Regulation (EU) 596/2014 regarding transactions carried out by directors and executive officers of listed companies and persons closely associated with them.
The Compliance Procedure of the Persons exercising managerial duties is described in detail in the Company's Charter of Operation.
•Corruption
Corruption is generally defined as the promise, offer, payment, solicitation or acceptance of consideration, such as a payment, donation or favour, with the purpose of improperly influencing a business transaction.
In the Company, the maintenance of high ethical standards, in compliance with national and international laws, is a guiding principle and governs all activities and operations.
The Company emphasizes the strict application of anti-corruption law; we consider it critical to protect the business and its reputation and seek to ensure that the human resources act in a manner that is guided by the above assumptions.
•Bribery
Bribery consists of demanding, receiving, offering, promising or giving money or other undue and improper benefit from or to an employee of the Company or a Public Official in order to secure a commercial or personal advantage.
It is expressly prohibited to offer or promise or provide any monetary or other benefit to a Public Official or other public entity and/or third party, or to receive such benefit, for the purpose of securing and
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maintaining a commercial transaction, securing a commercial advantage or preferential treatment. The prohibition also applies to all persons acting on behalf of the Company.
•Fraud
Fraud is the act or omission of a person who, for his or her own or a third party's unlawful pecuniary gain, damages another's property by persuading someone to act, omit or tolerate an act by knowingly representing false facts as true or by improperly concealing or suppressing true facts.
The Company will not tolerate any form of fraud or any acts or omissions that could expose it to the risk of fraud.
➢Protection of information, personal data and assets of the Company
•Confidentiality, privileged information
There is an obligation to respect the confidentiality of such confidential or privileged information, whereas its management, processing and disclosure must be carried out only to the competent authorities or persons specifically authorised and in any case in strict compliance with the relevant legal requirements.
Any legal or natural person outside the Company who receives such information must sign a confidentiality agreement (where legally possible).
•Personal Data:
The Company complies with all applicable provisions on the protection of personal and sensitive personal data and cooperates fully in any audits or investigations conducted both internally by the Company's competent executives and by public authorities and/or private entities that have undertaken this task.
The Company respects the privacy of the individuals with whom it deals (visitors, customers, employees, candidates and former employees) and already uses their personal data exclusively for legitimate business purposes.
•Assets of the Company
The Company's property, facilities and resources (human and material) are used only for the Company's activities and not for personal purposes.
➢Healthy competition
It is the Company's policy to operate with vigour and awareness of the law, to exercise independent commercial judgment in the conduct of its business and to comply faithfully with the laws governing trade and competition practices.
Antitrust and competition laws are designed to promote the functioning of the free market. These laws protect against non-competitive behaviour that harms consumers. They also ensure a balanced business environment, allowing business undertakings to compete fairly on price, quality and service.
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➢Protection of the environment
The Company complies with all environmental laws and regulations, aiming at sustainable development on an economic, social and environmental level. In this context, a Sustainable Development Policy has been adopted, in relation to which the Management is committed to its implementation at all levels, companies and sectors of the Company's activities.
➢Code of Conduct line - Whistleblowing system
The Company complies with Directive 2019/1937 of the European Parliament and of the Council on the protection of persons reporting violations of the Union law.
With respect to the fundamental rights of freedom of expression and information, protection of personal data, freedom of business and good administration, protection of consumers, public health and the environment, and in order to ensure a high level of protection of persons who report violations of the law and any law provision, the Company establishes the Code of Conduct Line - Whistleblowing System. It is a system with internal reporting channels and procedures for monitoring reports of breaches in relation to:
o Product safety and compliance;
o Protection of the environment;
o Food safety;
o Public health protection;
o Consumer protection;
o Protection of privacy and personal data;
o Rules and provisions of corporate tax law.
The Code of Conduct Line - Whistleblowing System, in compliance with the criteria of impartiality and independence, designates the Company's Director of Compliance as the person responsible for receiving and managing reports.
Reports can be submitted through the following alternative channels:
o By sending an email to codeofconduct@fourlis.com or by calling the Group's Code of Conduct line - 210 6293010
o By requesting a personal meeting (in person or by teleconference) with the Company's Compliance Manager, within a reasonable period of time from the date of the request. The request must be submitted in writing to codeofconduct@fourlis.com or by a call to the Code of Conduct Line 210 6293010.
The Company’s Code of Conduct is posted on the Company’s website
http://www.fourlis.gr
.
15.6.27 Management Procedure for Combating Fraud, Corruption and Bribery
The Group adopts a zero tolerance policy towards all types and forms of fraud, bribery or corruption. Incidents of fraud may cause financial losses to either the Group or its customers, as well as have a negative impact on its reputation. As the Group's primary intention is to promote consistent
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organisational behaviour by providing guidelines and delegating responsibility for developing controls and conducting investigations in the event of relevant incidents, this document is considered to be the Group's framework, guidelines and procedures for this purpose.
The procedure for combating fraud, corruption and bribery applies to all Group Companies including entities with operations both in Greece and abroad and to any wrongdoing/irregularity involving employees as well as shareholders, consultants, vendors, contractors, external agents doing business with employees of such agents and/or any other parties with a business relationship with the Group.
Fraud is defined as the fraudulent, false representation or concealment of a material fact for the purpose of inducing another person to act against and to the detriment of him/her.
The terms excess, abuse and other tax irregularities are illustrative and not limited to:
•Any immoral or fraudulent act.
•Misuse of funds, securities, supplies or assets.
•Improper conduct in handling or reporting cash or financial transactions.
•Profit speculation as a result of knowledge of confidential information of corporate activities.
•Disclosure of confidential and intellectual property information to exotic third parties.
•Inability to disclose information where required by internal procedures or regulations.
•Disclosure to other persons of activities in securities in which the company is involved or which are carried out by the company.
•Accepting or seeking to obtain any item of material value from contractors, vendors or persons providing services/materials to the Company with the exception of the limits set by the Code of Conduct.
•Destruction, removal or misuse of records, furniture, fixtures and equipment.
•Any similar or related irregularity.
Corruption as defined by the EU is the abuse of power for private gain. Corruption takes many forms, e.g. bribery, undue influence in return for compensation, abuse of functions, but it can also conceal underground nepotism, conflicts of interest, or open doors between the public and private sectors. Below is a brief description of the acts that fall within the definition of bribery and undue influence for reward.
The concept of bribery refers to the situation where an undue advantage of any nature is promised, offered, requested or received, directly or through a third party, in exchange for an act for himself/herself or for a third person, or an omission, in connection with or in opposition (future or already occurring) to the duties of person A. In this case, person A may be a domestic public official or foreign public official, a judge, jury, arbitrator, political officer, or anyone in the private sector.
Active bribery corresponds to a situation where a person approaches person A with the purpose of
committing an act of bribery, while passive bribery refers to the situation where person A solicits or
accepts the act.
For example, gifts, hospitality, donations and sponsorship, could play an important role in building and
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facilitating business relationships, but at the same time could pose a threat to the organisation in the absence of procedures (e.g. the use of such benefits to influence the actions or decisions of an official, or to gain an unfair advantage to the payer).
The concept of undue influence for consideration refers to a situation where an advantage of any nature
is promised, offered, sought or received, in return for a person B (directly or through a third party, for himself/herself or for a third party) to exercise an undue influence over a person C with a view to the latter performing an act or omission consistent with his/her duties.
Active undue influence for reward corresponds to a situation where a person approaches person B with the intention of carrying out an act of undue influence for reward, while passive undue influence for reward refers to the situation where person B instigates or accepts the act.
Irregularities/misconduct relate to the moral, ethical or moral conduct of any employee. These irregularities relate to breaches of the Code of Conduct.
The Whistleblowing System refers to a situation where any individual or entity selflessly, and without reference to potential retaliation, reports concerns about alleged or suspected misconduct or potential misconduct that may adversely affect the Group's business and/or reputation. Under the whistleblowing system, all employees are responsible for reporting any concerns or suspicions regarding possible violations of laws, rules, regulations or suspected wrongdoing in relation to internal policies, standards or procedures.
15.6.28 Health and Safety Policy
In the Group, we put health and safety at the heart of our business philosophy.
Our vision is to provide working conditions that inspire confidence and strengthen our culture of accident prevention and health promotion, ensuring that everyone involved in our operations returns home safely every day.
The Group is committed to:
•The continuous improvement of health and safety conditions in all our business units.
•Cultivating a culture of prevention by strengthening the commitment and participation of our employees and partners.
•Compliance with local and international legislative requirements, incorporating industry best practices.
•The creation of safe and sustainable workplaces that reflect our Group's values.
In addition, the Group is committed to:
•comply with the legal requirements of the countries of operation, for Occupational Health and Safety, adherence to internal procedures and guidelines and harmonization with international standards;
•understand and systematically assess occupational hazards and levels of exposure to harmful agents in order to implement measures for prevention, control and identify their needs and priorities;
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•adapt its procedures to different local conditions;
•conduct regular internal and external audits to assess the performance of the Occupational Health and Safety Management systems, the achievement of objectives and the application of regulations and principles.
Where our Policy, Procedures and external commitments are more stringent than local legislation, we operate in accordance with our standards.
The Group employees are invited to:
•take care of their own health and safety, as well as that of their colleagues;
•be informed of this policy and adhere to the guidelines and procedures definied by the Group;
•directly report incidents, hazards or "near misses", so that corrective action can be taken immediately;
•participate in educational programs and awareness-raising activities of the Group.
Management of Health and Safety
Α. Governance
The managements of the Group companies take responsibility for policy implementation, strategy setting and continuous improvement. It is supported by specialised Health and Safety departments at all levels of operation.
Β. Guidelines
Guidelines and Procedures The Group applies a comprehensive system of guidelines and procedures to prevent risks and promote safe practices. These procedures take precedence over local arrangements only when they ensure higher security standards.
C. Education/ Training
Education constitutes a key pillar of our policy. The Group organises educational activities that enhance knowledge, awareness and risk prevention.
D. Monitoring and Reporting
Regular inspections are carried out by competent teams to monitor health and safety performance. All findings are evaluated and incorporated into action plans.
Ε. Policy Update
The policy is regularly reviewed by the management, taking into account experience, changes in legislation and developments in best practices.
Commitment
The success of this policy requires the cooperation of all employees, partners and management. The Group is committed to providing the means and resources to achieve a safe and healthy working
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environment
15.6.29 Procurement Policy and Ethical Statement of Compliance
The Procurement Policy aims to ensure efficiency, transparency and ethical conduct in all procurement procedures, while mitigating procurement risks and optimising overall value, thereby supporting the strategic objectives of the organisation.
The Policy applies to all Procurement Categories of the Group and includes all procurement activities. At the same time, it involves all employees, stakeholders and third parties to ensure a consistent approach.
The Policy is subject to the applicable laws in each country where any Group company is involved in a commission transaction.
The Group aims to supply goods and services that offer the best total cost of ownership, ensuring competitive quality, price and delivery terms. The Group promotes fairness, sustainability, health and safety, environmental protection and social responsibility, while promoting integrity, respect and efficiency in all procurement activities. The primary objective is to meet the diverse needs of its companies, optimise costs and enhance competitiveness, supporting overall growth and positive social and environmental impact.
The Group's procurement activities are based on key principles that support its strategic objectives:
•Transparency: All procurement processes are open and transparent, providing equal opportunities to all potential suppliers and maintaining clear records.
•Integrity: High standards of integrity and ethical conduct in all procurement activities, avoiding
conflicts of interest and ensuring that all actions are in the best interests of the Fourlis Group.
•Impartiality and equal treatment: Consistently applying procurement rules and evaluation criteria to
all tenderers, promoting a competitive and fair market and ensuring that decisions are made on the basis of objective criteria and that all suppliers are treated equally.
•Confidentiality: Confidentiality of all sensitive procurement-related information, ensuring the protection of proprietary and competitive information.
•Professionalism & Continuous Improvement: A high-level culture of continuous improvement and
professional development through training, knowledge sharing and adoption of best practices. This approach promotes a high level of excellence and supports the achievement of organisational goals.
•Responsibility: Clear roles and responsibilities for all individuals involved in the procurement process,
ensuring that decisions and actions are accountable and can be scrutinised.
•Sustainability: Sustainable procurement practices that take into account the environmental, social and economic impacts of procurement decisions, supporting the long-term goals of the Fourlis Group.
•Compliance: All procurement activities comply with relevant laws, regulations and organisational policies, maintaining the highest standards of legal and regulatory compliance.
The Group expects all suppliers to adhere to the highest standards of ethical conduct and business practices as outlined in the Supplier Code of Conduct, focusing on corporate governance, business
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conduct, work ethics, health and safety, environmental protection and social responsibility. Suppliers are expected to operate with integrity, transparency and respect for human rights, ensuring that their practices are aligned with the values and principles abided by the Fourlis Group.
Managing third party risk is vital to maintaining the integrity and reliability of the Group's operations. The Group ensures that its suppliers are qualified and capable of meeting its high standards. Key suppliers are required to demonstrate their compliance with the Group's certification criteria, which include rigorous assessments of financial stability, operational capabilities and adherence to ethical standards. In addition, the Group places particular emphasis on high standards of information security and environmental due diligence as part of its supplier evaluation process.
Not only to mitigate risks, but also to ensure the continuity of business partnerships with suppliers, the Group may conduct ad hoc visits, comprehensive questionnaires, annual assessments and risk-based due diligence activities for critical suppliers during the onboarding process or periodically thereafter if required. By cultivating transparent and strong relationships with third-party partners, the Group's operations are assured and maintain the highest standards of quality and reliability.
Procurement strategies are determined for all categories of goods and services. These strategies are designed to maximise overall business benefits and align with the Group's overall strategic priorities, ensuring that they comply with the rules and principles set out in this Policy.
By adhering to these strategies and procedures, the Group ensures that procurement practices are optimised to support organisational objectives and maintain the highest standards of integrity and accountability.
Employees involved in the Fourlis Group's procurement activities must comply with the Procurement Policy, ensuring alignment with organisational objectives. They must conduct procurement procedures in a transparent and fair manner, avoiding and disclosing any conflicts of interest.
The Group ensures compliance with relevant laws, regulations and internal policies. The Procurement Policy is reviewed annually, incorporating stakeholder feedback and audit recommendations/recommendations for improvements, ensuring continued alignment with leading practices and organisational objectives.
The following Ethical Compliance Statement outlines the employees' obligations to disclose any conflicts of interest and to adhere to the highest standards of ethical conduct in all procurement activities.
1.Gifts and hospitality:
•I will disclose any gifts, tips or hospitality I received from current or potential suppliers or contractors.
•I will provide detailed information about the nature, value and source of any such gifts or hospitality.
•I confirm my compliance with the organization's limits and policies regarding the acceptance of any such gifts or hospitality.
2.Conflicts of interest:
•I will disclose any actual, potential or perceived conflicts of interest that may affect my procurement
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responsibilities.
•I will disclose any personal or financial interests I may have in suppliers or contractors working with the organisation.
•I will declare any close personal relationships with people employed by suppliers or contractors.
3.External labour or business interests:
•I will disclose any outside employment, consultancy roles or business interests that could potentially conflict with my duties or the interests of the organisation.
4.Financial disclosures:
•I will disclose any significant financial interests I hold in companies that are current or potential suppliers to the organisation.
•I will report any significant shareholdings or shares I have in any suppliers’ companies.
5.Attracting benefits:
•I will report any attempts by suppliers or contractors to offer unauthorized benefits, including kickbacks or bribes.
•I will disclose any solicitation of personal benefits in exchange for favourable treatment in the procurement process.
6.Supplier selection and contracting:
•I will disclose any personal interest I may have in the selection or management of contracts.
•I certify that I have not engaged, nor will I engage, in any discussions with potential bidders or suppliers regarding the development of specifications, scopes of work, evaluation criteria or any other sensitive information relating to specific tenders.
•I will report any deviations from standard procurement procedures that have not been duly approved.
7.Restrictions after the end of the procedure:
•I will report any employment negotiations or discussions with suppliers or contractors if I am involved in procurement decisions affecting these entities.
•I am aware of and comply with any post-employment restrictions that may apply to procurement staff upon leaving the organization.
8.Use of confidential information:
•I will disclose any unauthorised use or sharing of confidential information obtained through the procurement process.
•I will report any breaches of confidentiality agreements with suppliers or contractors.
9.Compliance with laws and regulations:
•I will report any legal issues or investigations relating to procurement activities.
15.6.30 Privacy Policy (GDPR Policy)
The Group recognizes the importance of the personal data of visitors to the website www.fourlis.gr and we are committed to respecting and protecting them, always in compliance with the General Data Protection Regulation of the European Parliament and the legislation in force in general. The Company allows only authorized persons to access them and takes increased security measures to protect the
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data, including from improper handling, unauthorized access, modification and dissemination.
The Privacy Policy applies to the Company's website and aims to provide information on the collection, storage, use and any other form of processing of visitors' and users' data by the Company, in its capacity as Data Controller, as well as on your rights under the applicable provisions.
The Group, the data processors on their behalf and their agents/fulfillment assistants are contractually bound to apply the appropriate technical and organisational measures, in order to ensure, as far as possible, better protection of personal data against their accidental or unlawful destruction or loss, alteration, unlawful disclosure or access and generally unlawful processing (including remote access), as well as the option of restoring availability and access to personal data. These measures aim to ensure a level of security appropriate to the risk to which the data may be exposed, always taking into account the nature and sensitivity of the data, the evolution of technology, the cost of implementation and the nature, scope, context and purposes of any specific processing, while implementing procedures for the regular testing, assessment and evaluation of the effectiveness of these technical and organisational measures. In any case, they are contractually bound to maintain the confidentiality of the Personal Data and not to disclose or allow access to them to any third party without the prior notification of the data subject, except in cases expressly provided by law.
The Personal Data Protection Policy is posted on the Company's website
http://www.fourlis.gr
15.6.31 Charter of Operation
The Company has an updated Charter of Operation in accordance with article 14 of Law 4706/2020 which includes:
•The organisational structure, the objects of the units, committees of the Board of Directors or other standing committees as well as the duties of their heads and their reporting lines;
•A report on the main features of the Internal Control System (ICS), which includes the internal audit unit, risk management and regulatory compliance;
•The recruitment process for senior executive officers and their performance evaluation;
•The procedure for compliance of persons exercising managerial functions and persons with close links to them with the obligations of Article 19 of Regulation (EU) 596/2014;
•The procedure for the disclosure of any dependency relationship between independent non-executive members of the Board of Directors and persons with close links to such persons;
•The procedure of complying with the obligations arising from the law on related party transactions;
•The policies and procedures for preventing and dealing with conflict of interest situations;
•The Company's policies and procedures for compliance with the laws and regulations governing its organization and operation as well as its activities;
•The procedure that the Company has in place for the management of privileged (inside) information and the proper information of the public, in accordance with the provisions of Regulation (EU) 596/2014;
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•The policy and procedure for the periodic evaluation of the Internal Control System (ICS) by persons with relevant professional experience and without dependency;
•The training policy for the members of the Board of Directors, the executives and other executives of the Company, in particular those involved in internal control, risk management, regulatory compliance and information systems;
•The Sustainable Development Strategy and Policy followed by the Company;
The Company's Charter of Operation and any amendments thereto shall be issued and approved by the Board of Directors. A summary of the Charter of Operation is included on the Company's website
http://www.fourlis.gr
.
15.6.32 Risk Management System
The Risk Management is based on the definition of objective purposes based on which the most significant events that may affect the Company are identified, the relevant risks are assessed and the Company's response to them is decided.
The adequacy of the Risk Management System is based on:
•The nature and extent of the risks it faces;
•the extent and categories of risks that the Board of Directors considers to be within acceptable limits for the Company;
•the materialisation likelihood of the risks;
•the Company's ability to reduce the impact of risks that are ultimately materialised;
•the cost of operation of specific control activities, in relation to the benefit from the risk management.
The Risk Management is a process that:
•is carried out by the Company's executive officers and other employees;
•is designed to identify potential events that may affect the Company;
•manages risks within the framework of undertaking risks set by the Board of Directors in order to provide reasonable assurance of achieving the Company's objectives.
The methodology followed for risk management is divided into four phases:
•Setting of objectives: The Company's objectives are set at a strategic level, in cooperation with the Management. The Company faces a variety of risks from external and internal sources. Setting clear objectives is a necessary condition for effective identification, assessment and response to risks/events. The Company's objectives are aligned with the management's view of risk taking.
•Risk identification: The Risk Identification is based on the accumulated knowledge and experience of the Management, employees and other stakeholders of the Company and is conducted through structured discussions. Each working group has a facilitator who leads the discussion on the risks that may affect the achievement of the Company's objectives.
•Risk Assessment: The probability of the risk is assessed using the following approaches depending on whether the risk is recurrent or not: (a) for recurring risks, the frequency of their occurrence throughout the year; (b) for continuous risks or risks characterised by one occurrence, the
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probability of occurrence of the risk over a given period of time. To assess the impact of a risk, the impact on the Company's and the Group's assets and resources is considered. The adverse effects can be: a) financial (loss of revenues, reduction of profits, decline in return on invested capital); b) commercial (loss of customers or contracts, reduction of customer satisfaction); c) human and social (damage to physical integrity, deterioration of social climate, civil liability claims); d) on the Company's image and reputation taken into account by all stakeholders (customers, suppliers, regulators, general public).
•Response to risk: Following an assessment of the relevant risks, the Management determines the Company's response. In this process, the Company considers the relative costs and benefits of response options to risks, taking into account the measurable direct and indirect costs associated with the risk response. Further, the opportunity cost associated with the use of resources employed for the risk response is taken into account.
The Company uses an Enterprise Risk Management Methodology, which follows the COSO Framework, to manage its risks. The Regulatory Compliance and Risk Management Department of the Company ensures the implementation of the risk management methodology and regularly informs the Audit Committee and, through it, the Board of Directors.
15.6.33 Internal Control System (ICS)
The Company's Internal Control System (ICS) includes the total set of policies, procedures, duties, behaviours and other elements that characterise the Company, which are implemented by the Board of Directors, the Management and other employees of the Company and have the following objectives:
•The consistent implementation of the operational strategy with the effective use of available resources;
•the identification and management of material risks associated with the Company's business and operations;
•the effective operation of the internal audit unit;
•ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and the preparation of reliable financial statements and the non-financial statement;
•the compliance with the regulatory and legislative framework as well as the internal regulations governing the Company.
The Company has the following key features of the Internal Control System (ICS):
•Code of Conduct and procedures for monitoring its implementation;
•An approved organisation chart fully developed, for all levels of the hierarchy and with distinction between primary and secondary functions, clearly identifying the area of responsibility per sector/department;
•Composition and operation of the Audit Committee;
•Organisational structure and operation of the Internal Audit Unit;
•Organizational structure and operation of the Regulatory Compliance and Risk Management Unit;
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•Description of the strategic plan, its development process and its implementation;
•Long- and short-term action planning per major activity, with a corresponding report and identification of deviations on a periodic basis and justification of them;
•Complete and up-to-date Articles of Association which clearly define and reflect the scope of the Company's operation, work and main objectives;
•Description of the duties of the directorates, departments and descriptions of job positions;
•Recording of policies and procedures of important Company operations and identification of control activities;
•Procedures for compliance with the applicable legal and regulatory framework (Regulatory Compliance);
•Risk assessment and management procedures;
•Procedures for the completeness and reliability of financial reporting;
•Procedures for recruitment, training, delegation of responsibilities, target setting and performance evaluation of the officers;
•Procedures for the security, adequacy and reliability of information systems;
•Procedures for safeguarding personnel and assets;
•Description of reporting lines and communication channels within and outside the Company;
•Mechanism for monitoring and evaluating the efficiency and effectiveness of the procedures;
•Process for periodic evaluation of the adequacy and effectiveness of the ICS by an independent evaluator, communication of results and development of a plan to address weaknesses;
•Policies on environmental management system and other environmental, social and governance-related issues (ESG factors).
The business objectives, the internal organization and the environment in which the Company operates are constantly changing. As a result, the risks, it faces, change. Therefore, an adequate and effective Internal Control System (ICS) requires periodic reassessment of the nature and scope of the risks to which it is exposed. In any case, however, the aim is not to eliminate (which is impossible), but to manage these risks in a framework that is desirable for the Company.
There are 5 key components of the Internal Control System (ICS):
•the control environment;
•the risk assessment;
•the control activities;
•information and communication;
•monitoring.
Control Environment:
The control environment is the foundation of the Internal Control System (ICS) applied by the Company. It influences the way business strategies and objectives are developed, the structure of corporate processes and the process of identifying, assessing and fully managing business risks. It also influences the design and operation of the control activities, the information and communication systems and the
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monitoring mechanisms of the Internal Control System (ICS).
The control environment is essentially the sum of many individual elements that determine the overall organization and way of management and operation of the Company.
Risk Assessment
The adequacy and effectiveness of the Company's Internal Control System (ICS) is based on: a) the nature and extent of the risks it faces; b) the extent and categories of risks that the Board of Directors deems acceptable to assume; c) the materialisation likelihood of the aforementioned risks; d) the Company's ability to reduce the impact of the risks that are ultimately materialized; and e) the cost of operation of specific control activities, in relation to the benefit from the risk management.
The Risk Assessment requires determination of objective purposes. Based on these, the significant events that may affect them should be identified, the relevant risks should be assessed and the Company's response to them should be decided.
Control Activities
The control activities are the policies, procedures, techniques and mechanisms that are put in place to ensure that the decisions of the Board of Directors regarding the management of risks that threaten the achievement of the Company's objectives are implemented. They apply to the entire Company and are performed by executives at all levels (Board of Directors, Management, other employees) and in all corporate business activities.
The control activities consist of several categories of actions that vary in cost and degree of effectiveness, depending on the circumstances. They include approvals, authorizations, confirmations, reviews of operational performance, asset security. They are part of employees' daily work and are incorporated into company policies and procedures, which should be reviewed periodically in order to be appropriately updated.
Any control activity applied must be linked to the existence of a relevant risk, as otherwise its operation imposes costs (direct or indirect) on the company, without providing any benefit in terms of achieving its business objectives. When choosing between possible alternative control activities to cover a risk, the cost-benefit ratio shall be taken into account.
Information & Communication
An element of the Internal Control System (ICS) is the manner in which the Company ensures the identification, collection and communication of information, in a time and manner that allows its various executives to perform their responsibilities. This flow can be in all directions, inside (top-down, bottom-up, horizontal) and outside the Company.
Monitoring
The monitoring of the Company's Internal Control System (ICS) consists in the continuous assessment of the existence and operation of the components of the internal control framework. This is achieved through a combination of ongoing supervisory activities, but also individual assessments. The identified deficiencies of the Internal Control System are disclosed to the higher levels of the Company, while the most significant ones are disclosed to the top management and the Board of Directors.
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Periodic evaluation of the Internal Control System (ICS)
The periodic evaluation of the Internal Control System (ICS) is carried out in particular with regard to the adequacy and effectiveness of financial reporting, on an individual and consolidated basis, to the risk management and regulatory compliance, in accordance with recognised evaluation and internal control standards, as well as the implementation of the corporate governance provisions of the applicable legal framework. The assessment of the Internal Control System is performed by an independent person with proven relevant professional experience, in accordance with the international best practices (including but not limited to the International Standards on Auditing, the Framework of International Standards on Internal Audit and the COSO Internal Control Framework System).
15.6.34 Regulatory Compliance System
The main mission of regulatory compliance is to establish and implement appropriate and updated policies and procedures in order to achieve full and continuous compliance of the Company with the relevant applicable regulatory framework in a timely manner and to have a complete picture of the degree of achievement of this objective at all times. The complexity and nature of the Company's activities, including the development and promotion of new products and business practices, has been assessed in order to establish the relevant policies and procedures.
The Company has a Regulatory Compliance and Risk Management Department whose main mission is to ensure the Company's compliance with the applicable institutional and supervisory framework governing its business activities and operation. For this reason, the Regulatory Compliance Department monitors and analyses developments and amendments to the institutional and supervisory framework and conducts impact/deviation analyses. Based on these analyses, the Regulatory Compliance Department formulates proposals and action plans/actions.
In particular, the Company must comply at least with the following framework:
―Company law and corporate governance legislation (e.g. L. 4548/2018, L. 4706/2020, N 4449/2017, HCMC Decision no. 1.891/2020, HCCG);
―Stock exchange institutional and supervisory framework (e.g. L.4443/2016, L. 3556/2007, HCMC Decision no. 3/347/2005, HCMC Circular no. 33/3.7.2007, 25/17.07.2008 of the Board of Directors of the ASE, ASE Regulation);
―Regulation (EU) No. 596/2014 (MAR) and other provisions of the national and European regulatory framework on the abuse of privileged (inside) information and market manipulation;
―Legislation related to the Sustainability Reports;
―European and national legislation on product specifications;
―European and national legislation on personal data protection, information protection, confidentiality;
―Other institutional and supervisory framework.
The institutional and supervisory framework with which the Company complies and which is supervised by the Regulatory Compliance Department is detailed in the Charter of Operation.
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15.6.35 Supplier Due Diligence Acceptance Policy
The Company deems it necessary that all external partners, to whom outsourced services or work are entrusted, shall maintain a high level of integrity and legality when acting on its behalf. To this end, the Company applies a check on the legality and integrity of its external partners. This check is broken down into three distinct stages.
Pre-contractual stage
Each external partner is required to provide the Company with specific documents and information before signing the cooperation agreement (e.g. legal documents for legal entities, identification documents for natural persons, financial statements). At this stage, every effort is made to evaluate the potential external partner and, in particular, to identify, evaluate and manage potential risks and conflicts of interest. The documents and information collected, are checked by the Regulatory Compliance & Risk Management Department, who, depending on the outcome of the check, recommends to the competent Director and the Procurement Department the approval of the cooperation and the preparation of the relevant contractual documents or the rejection of the possible cooperation.
Contractual stage
At this stage, the contractual texts are drafted based on the requirements imposed by the nature of each cooperation, the relevant institutional framework, if any, and the restrictions provided for by the Company's internal policies. Once the contractual texts have been drafted and approved by the competent executives, the stage of signing them and putting them into effect with the start of the provision of the services envisaged follows.
During the provision of services / Post-contractual stage
All external partnerships are constantly monitored for potential risks during their execution. Depending on the duration of each cooperation, specific time points are foreseen at which the provision of services is evaluated and the external partner is re-evaluated in order to establish that nothing has changed from what was established in the pre-contractual evaluation stage and whether the information needs to be updated, as well as the level of the services offered, in order to establish whether they meet what has been agreed and whether the expected result is finally achieved.
If it is found necessary to terminate the cooperation for any reason, the provisions of the relevant contract regarding the issue of termination shall be examined and every effort shall be made to ensure that the consequence of such termination as regards all parties to the contract are as provided for, without exposing the Company to any risk. Furthermore, depending on the nature of the services covered by the terminated contract and the needs of the Company, a new external partner is sought for these services.
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The Company maintains a register of external partners, as well as a record of the outsourcing contracts it has drawn up and all documents collected and evaluated for existing partners, always complying with the provisions of the applicable legislation on the protection of information and personal data.
15.6.36 Internal Audit Unit
The Internal Audit Unit operates in accordance with Articles 15 and 16 of Law 4706/2020, the Hellenic Code of Corporate Governance that the Company has voluntarily adopted (
http://www.helex.gr/el/esed
)
and the provisions of the Company's Charter of Operation. The operation of the Internal Audit Unit is described in detail in the Audit Committee Charter approved by the Board of Directors of the Company and posted on the Company's website (
http://www.fourlis.gr
).
The responsibilities of the Internal Audit Unit include monitoring, control and evaluation:
•of the implementation of the Company's Charter of Operation, in particular with regard to the adequacy and accuracy of the financial and non-financial information provided, risk management, regulatory compliance and the corporate governance code adopted by the Company;
•of the quality assurance mechanisms;
•of corporate governance mechanisms;
•of compliance with the commitments contained in the Company's prospectuses and business plans regarding the use of funds raised on the regulated market.
The responsibility of the Internal Audit Unit includes the following:
•providing assurance that the risk identification and management procedures implemented by the Management are adequate;
•providing assurance as to the effectiveness of the internal control system;
•providing assurance as to the quality and reliability of the information provided by the Management to the Board of Directors regarding the internal control system.
The Internal Audit Unit is distinctly the Company's third line of defence and is independent from the rest of the Company's organisational units (IIA - The Three Lines Model).
The Head of the Internal Audit Unit is appointed by the Board of Directors of the Company following a proposal of the Audit Committee, is a full-time employee, personally and operationally independent and objective in the performance of his/her duties and has the appropriate knowledge and relevant professional experience. He/She is administratively subordinate to the Chief Executive Officer and operationally to the Audit Committee.
The Head of the Internal Audit Unit shall submit to the Audit Committee the annual audit program and the necessary resource requirements, as well as the impact of resource constraints or the audit work of the Internal Audit Unit in general. The annual audit program is prepared on the basis of the Company's risk assessment after taking into account the opinion of the Audit Committee.
The Head of the Internal Audit Unit attends the general meetings of shareholders.
For its areas of responsibility, the Internal Audit Unit prepares reports to the audited units with any findings, the risks arising from them and suggestions for improvement, if any.
These reports, after incorporating the relevant views of the audited units, the agreed actions, if any, or
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the acceptance of the risk of non-action by them, the limitations on the scope of its control, if any, the final internal control proposals and the results of the response of the Company's audited units to its proposals, are submitted quarterly to the Audit Committee. In addition, the Internal Audit Unit applies periodic confirmation (follow-up) of the degree of implementation of the agreed actions and informs respectively the Audit Committee. In addition, the Internal Audit Unit submits reports at least every three (3) months to the Audit Committee, including the most significant issues and its proposals related to the above tasks, which the Audit Committee presents and submits together with its comments to the Board of Directors. The Internal Audit Unit is responsible for the absolute preservation of the confidentiality of data and confidentiality in general.
The Internal Audit Unit cooperates and coordinates its work with other organizational units of the Company that constitute the first and second line of defense and have similar assurance purposes (e.g. Regulatory Compliance & Risk Management Unit, Procurement and Corporate Governance Department, Information Security Department) in order to effectively and efficiently cover all areas of audit interest (operational, financial, compliance), without overlapping with each other.
The Internal Audit Unit, at the request of the Management, may provide advisory services on issues such as: evaluation of procedures, information systems to ensure that they are in line with the Internal Control systems; the undertaking of advisory projects is approved by the Audit Committee and their nature and duration should not hinder the objectivity and independence of the Internal Auditors.
In case the subsidiaries have separate Internal Audit Units, the Internal Audit Unit of the parent company ensures the uniform development and implementation of internal control in the Group companies.
The Head of the Internal Audit Unit provides in writing any information requested by the Hellenic Capital Market Commission, cooperates with it and facilitates in every possible way the work of monitoring, control and supervision by it.
15.6.37 Shareholders Service and Corporate Communications Unit
The Shareholders Service and Corporate Communications Unit ensures:
•the provisions of shareholders with direct, accurate and equal information and their support in the exercise of their rights under the applicable legislation and the Company's Articles of Association;
•the distribution of dividends and bonus shares, the issue of new shares for cash, the exchange of shares, the time period for the exercise of the related options or changes in the initial vesting periods, such as the extension of the time period for the exercise of options;
•the provision of information on regular or extraordinary general meetings and the decisions taken by them;
•the acquisition of treasury shares and their disposal and cancellation, as well as the plans for the allocation of shares or free allocation of shares to members of the Board of Directors and employees of the Company;
•exchange of data and information with central securities depositories and intermediaries in the context of shareholders’ identification;
•broader communication with the shareholders;
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•the provision of information to the shareholders in compliance with the provisions of the law on the provision of facilities and information by the Company;
•monitoring of the exercise of shareholding rights, in particular as regards the percentage of shareholders’ participation and the exercise of voting rights at general meetings;
•the provision of information to shareholders through the necessary announcements concerning regulated information (article 91 of L.4548/2018) and corporate events (article 104 of L.4548/2018);
•compliance with the obligations set out in Article 17 of Regulation (EU) 596/2014 regarding the disclosure of privileged (inside) information and other applicable provisions.
15.6.38 Information Security Department
The Company has a Group-wide Information Security Department, which is responsible for the formulation, implementation and supervision of the information security and cyber security strategy, with the aim of protecting the information assets, data and information systems of the Company and its subsidiaries.
The Information Security Department reports to the Group’s Chief Executive Officer, and provides services to all Group companies.
Its main responsibilities include in particular:
•the development and implementation of the Group's information security strategy;
•the design, implementation and continuous monitoring of the information security framework;
•the management of information security risks and the compliance with applicable regulatory and legislative framework;
•the integration of security principles in projects, infrastructures and applications (security-by-design);
•the implementation and monitoring of technical and organisational security controls;
•the development of performance and risk indicators to monitor the level of security;
•the training and awareness of the staff on information security issues;
•the management of information security incidents and the coordination of response actions;
•the supporting of internal and external audits and inspections;
•the cooperation with competent bodies and external partners to enhance information security.
The Information Security Department is also responsible for monitoring compliance with security policies and reporting to management on the level of risk, security incidents and the effectiveness of protection measures.
The Group implements an integrated Information Security Management System, which aims to ensure confidentiality, integrity and availability of information, as well as to offer protection against internal and external threats, intentional or unintentional.
The Information Security Management System is governed by the Group's approved Information Security Policy, which defines the basic principles, governance framework, roles and responsibilities for
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the protection of information assets and the management of related risks. This Policy is supported by a set of individual policies, procedures and controls that specify its requirements and cover, among other things:
•management of access and benefits;
•information asset management;
•security of operations and networks;
•security of system development and procurement;
•security of relations with suppliers;
•security incident management;
•business continuity and resilience;
•compliance with regulatory and legislative requirements.
The Company manages information security in a systematic manner and in alignment with international standards and European regulatory requirements, including but not limited to the ISO/IEC 27001 and the NIS2 Directive, seeking to continuously strengthen and mature the Information Security Management System.
The adequacy and effectiveness of the relevant procedures are regularly assessed through internal and external audits, including, inter alia, the periodic evaluation of the Internal Control System and annual audits by statutory (certified) auditors in the context of financial reporting, which include data related to information security.
In the past, the Group faced an IT security incident, which was managed promptly and effectively, without any data leakage and without any material impact on the continuity of its operations. This experience has been used to further strengthen prevention, detection and response mechanisms, as well as to upgrade the overall resilience of information systems and infrastructures.
As part of the overall risk management strategy, the Company also implements additional protection and risk transfer measures, where appropriate, complementary to the technical and organisational security measures.
The Information Security Department cooperates with the other organizational units of the Company in the context of the overall risk management and the Internal Audit System, contributing to business continuity, the protection of the Company's reputation and compliance with the applicable institutional framework.
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15.7 If the Company deviates from the corporate governance code to which it is subject or which it applies, the corporate governance statement shall include a description of the deviation with reference to the relevant parts of the corporate governance code and a justification for such deviation. If the Company does not apply certain provisions of the corporate governance code to which it is subject or which it applies, the corporate governance statement shall include a reference to the provision it does not apply and an explanation of the reasons for non-implementation.
The Company implements the Hellenic Code of Corporate Governance with minimal deviations, which are presented and justified in the table below:

HELLENIC CODE OF CORPORATE GOVERNANCE (JUNE 2021) | Explanatory Note/Justification for a deviation from the specific practices of the Hellenic Code of Corporate Governance
The contracts of the executive members of the Board of Directors provide that the Board of Directors may demand the reimbursement of all or part of the bonus awarded due to breach of contractual terms or inaccurate financial statements of previous years or generally on the basis of incorrect financial data used to determine this bonus (special practice 2.4.14, Remuneration of members of the Board of Directors). | The existing contracts of the executive directors with the company do not include this clause. For the contracts of executive members of the Board of Directors that will arise in the future and after the expiry of the term of the current Board of Directors, the Company will comply accordingly.

The Hellenic Code of Corporate Governance is posted on the website of the Hellenic Corporate Governance Council, at: http://www.esed.org.gr.
15.8 Report on the fit and proper policy of the members of the Board of Directors, also including the requirements of L. 5178/2025 on gender balance in the Boards of Directors.
The Company has a Fit and Proper Policy for the members of the Board of Directors which is approved by the Board of Directors and submitted for final approval to the General Assembly’s Meeting of Shareholders of the Company. The second version of the Fit and Proper Policy for the members of the Board of Directors based on the provisions of L.4706/2020, and taking into account the L.5178/2025 on gender balance in the Boards of Directors, was approved by the Ordinary General Assembly's Meeting of Shareholders on 20/6/2025 and is posted on the Company's website (
http://www.fourlis.gr
). The
basic concepts and principles of the Company's Fit and Proper Policy are the following:
•Fit and Proper policy shall mean the set of principles and criteria applied at least in 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 individual and collective suitability.
•Individual suitability is the degree to which a person is considered to have, as a member of the Board of Directors, sufficient knowledge, skills, experience, independence of judgment, good moral
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character and good repute to perform his/her duties as a member of the Board of Directors of the Company, in accordance with the suitability criteria set out in the Company's Fit and Proper Policy.
•Collective suitability shall mean the suitability of the members of the Board of Directors as a whole.
•The Fit and Proper Policy aims to ensure the quality of staffing, effective operation and fulfillment of the role of the Board of Directors based on the overall strategy and medium/long-term business objectives of the Company with the aim of promoting the company’s interest.
•The Fit and Proper Policy is clear, adequately documented and governed by the principle of transparency and proportionality.
•The evaluation criteria of individual suitability are general and shall apply to all members of the BoD, regardless of their capacity and title as executive, non-executive or independent non-executive members.
•The composition of the Board of Directors reflects the knowledge, skills and experience required for the exercise of its responsibilities. This includes the requirement for the Board of Directors to have an adequate understanding of the areas for which the members are collectively responsible and to have the necessary skills to exercise the actual management and supervision of the Company, with respect to, among other things:
⎯Its business activity and the main risks associated with it;
⎯the Strategic planning;
⎯the financial reports;
⎯the compliance with the legislative and regulatory framework;
⎯the understanding of corporate governance issues;
⎯the ability to identify and manage risks;
⎯the impact of technology on its activities;
⎯the adequate gender representation (gender balance).
•The Fit and Proper Policy explicitly provides for an adequate gender representation of at least 25% of the total number of Board members and in case of a fraction, this percentage is rounded to the previous integer, subject to par. 3 of article 3 Α of L. 4706/2020, as added by article 5 of L. 5178/2025 with effect from 30/6/2026, where this percentage is 33% of the total number of members of the Board of Directors, rounded to the nearest integer. Further, when the Board of Directors includes three or more executive members, it should include at least one of the underrepresented gender.
•The Fit and Proper Policy refers to the Company's Equal Opportunities and Diversity Policy to ensure that it is taken into account when appointing new members of the Board of Directors.
•The monitoring of the implementation of the Fitness Policy constitutes the responsibility of the Board of Directors. The Internal Audit Unit, the Regulatory Compliance & Risk Management Unit, the Nomination and Remuneration Committee and the Company Secretary shall assist in the implementation of the Fit and Proper Policy where required. The results of the Fit and Proper Policy assessment are recorded as well as the actions that should be taken to address any shortcomings
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identified at both individual and collective suitability levels.
•The documentation regarding the approval of the Fit and Proper Policy and any amendments thereto shall be kept in an electronic file.
15.9 Report on the acts of the Committees of article 10 of L.4706/2020 and in particular the Audit Committee and the Nomination and Remuneration Committee with reference to the work carried out by the Committees
The reports on the acts of the Audit Committee and the Nominations and Remuneration Committee follow.
15.9.1 Report on the acts of the Audit Committee
All meetings of the Committee were attended by the Internal Audit Director and the Chief Financial Officer in addition to the Secretary of the Committee. Depending on the issues of the meetings, the heads of the units responsible for Financial Reporting, Non-Financial Reporting (Sustainability Reporting), IT, Information Security, Risk Management, Regulatory Compliance, Corporate Governance, Sustainable Development as well as the statutory (certified) auditors-accountants of the financial report, the statutory auditors of the Sustainability Report and the external evaluators of the Internal Control System were invited to participate, where deemed necessary.
The relevant information material (internal audit reports, management reports, auditors' reports and presentations, financial and non-financial information, etc.) was timely distributed to the members of the Committee for them to study it and then be able to express their informed opinions. Minutes were kept for the meetings of the Audit Committee in which the issues discussed and approved by the Members present were recorded.
The Audit Committee is a three-member committee and consists of three independent non-executive members of the Board of Directors. The Board of Directors reviewed the fulfillment of the independence requirements of the members of the Committee for the financial year 2026, under article 9 par. 3 of L.4706/2020, at the meeting dated 26/1/2026 (prior to the meeting for the approval of the Financial Report for the year 2025). The members of the Audit Committee as a whole, have proven sufficient knowledge in the sector in which the Company operates, the Chairman and one member of the Committee have sufficient knowledge and experience in auditing and accounting, while the other member of the Committee has knowledge and experience in technology, information systems and information security.
The following table provides information on the attendance of the members at the meetings of the Audit Committee for the financial year 2025.
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Composition of the Audit Committee | Title | Audit Committee meetings in 2025 Total 7 | Rate of attendance at meetings
Stylianos Stefanou, son of Markos | Independent Vice-Chairman, Independent Non-Executive Member, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee | 7 | 100%
Maria Georgalou, daughter of Sofoklis | Director, Independent Non-Executive Member, Member of Audit Committee | 7 | 100%
Stavroula Kampouridou, daughter of Alexandros | Director, Independent Non-Executive Director, Member of the Audit Committee, Member of the Digital Transformation Committee | 7 | 100%

An external evaluation of the Audit Committee was carried out by EY during the second evaluation of the Internal Control System according to article 14 par. i of L.4706/2020. The conclusion of the Evaluation Report on the Adequacy and Effectiveness of the Internal Control System was unconditional.
The Audit Committee also conducts annually a self-assessment of its effectiveness, and the results are discussed at the Board of Directors. In addition, as part of the collective evaluation of the Board of Directors, the members of the Board of Directors also evaluate its Committees and the results are discussed at the Board of Directors. For the financial year 2025, both the results of the Audit Committee's self-assessment and the results of the evaluation by the members of the Board of Directors were discussed at the meeting of the Board of Directors dated 24/11/2025.
In the exercise of its responsibilities, the Audit Committee had full and unhindered access to all necessary information and was provided with the necessary resources and infrastructure for its effective operation.
The Secretary of the Board of Directors of the Company acts as Secretary of the Committee and attends all meetings of the Committee and keeps the minutes of the Committee.
During the financial year 2025, the members of the Audit Committee held a total of seven (7) meetings, during which they discussed the following issues:
•Meeting dated 14/1/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee
-Issue 2nd: Briefing of the Audit Committee members on the progress of the implementation of the corrective actions related to the security incident dated 27/11/2024
-Issue 3d: Internal Audit A. Approval of the Internal Audit Unit's budget for the year 2025 B. Approval of the Internal Audit Unit training plan for the year 2025 C. Progress of implementation of the project for adaptation to the revised International Standards for the Professional Practice of Internal Auditing
•Meeting dated 4/4/2025
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-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee
-Issue 2nd: External Audit - Annual Financial Statements 2024 - Report on the acts of the Audit Committee 2024 A. Supplementary Report of the External Auditors to the Audit Committee of FOURLIS HOLDINGS SA pursuant to article 11 of EU Regulation no. 537/2014 for the financial year 2024 B. Annual Financial Report 1/1 - 31/12/2024 of FOURLIS HOLDINGS SA: Evaluation of the drafting process and review in terms of completeness and application of accounting principles C. Report - Proposal of the Audit Committee to the Board of Directors of FOURLIS HOLDINGS SA dated 8/4/2024 on the approval of the Financial Statements 2024
-Issue 3d: Internal Audit A. Informing the Audit Committee on the progress of internal audits carried out by external partners B. Report on the FOURLIS HOLDINGS SA internal audit work for the period 16 November 2024 - 15 March 2025 C. Implementation of Corrective Measures -Status Update D. Planning of the FOURLIS HOLDINGS SA internal audit projects for the period March - May 2025 E.Report on the results of the internal audit work of FOURLIS HOLDINGS SA for the audit year 2024, F. Report of the Audit Committee on Internal Audit work and findings to the Board of Directors of FOURLIS HOLDINGS SA dated 7/4/2025 G. Revision of the Charter of Operation of the IAU (IA Charter) H. Revision of the Internal Audit Procedures Manual (Internal Audit Manual) I. Approval of the job descriptions of all the positions included in the organization of the IAU J. Planning the evaluation of the Head of Internal Audit K. Approval of the Audit Committee's Report on Acts for the year 2024
-Issue 4th: Regulatory Compliance - Risk Management A. Annual Regulatory Compliance Report including the Report on the Personal Data Regulation for the year 2024 B. Regulatory Compliance Planning including GDPR for the year 2024 C. Annual Whistleblowing System Report for the year 2024 D. Annual Report on Fraud Cases for the year 2024 affecting Fourlis Group Companies E. Annual Report on Risk Management for the year 2024 F. Risk Management Unit Project Planning for the year 202..
-Issue 5th: ESG information
-Issue 6th: Other issues A. Approval to obtain non-audit services from the audit company performing the statutory audit of the Financial Statements (#110)
•Meeting dated 23/5/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee
-Issue 2nd: External Audit - Annual Financial Statements 2023 - Report on the Acts of the Audit Committee 2023 B. Management letter for the financial year 2024
-Issue 3d: Informing the Audit Committee on the Group Consolidated Financial Statements for the A’ quarter of 2025 of FOURLIS HOLDINGS SA
-Issue 4th: Internal Audit A. Revision of the Annual Internal Audit Plan (IA Plan 2025) B. Informing the Audit Committee on the progress of the internal audits conducted by external
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partners C. Report on FOURLIS HOLDINGS SA’s internal audit work for the period 16 March - 15 May 2025 D. Status of Implementation of Corrective Measures (Action Plan status update) E. Scheduling of FOURLIS HOLDINGS SA’s internal audit projects for the period May - August 2025 F. Report of the Audit Committee on Internal Audit works and findings to the Board of Directors of FOURLIS HOLDINGS SA dated 26/5/2025 G. Planning for the evaluation of the Internal Audit Unit / Head of Internal Audit H.
-Issue 5th: Regulatory Compliance A. Report on the results of the Regulatory Compliance Unit for the A quarter of 2025 and Planning for the B quarter of 2025 B. Informing the AC on the progress of the audit conducted by an external partner on the processors of customer personal data on behalf of the Group companies C. Informing the Audit Committee on the scheduling of on-site audits on the processors of customer personal data on behalf of the Group companies D. Establishment of a register of required Licences for the store operation of all Group subsidiaries in all countries of operation
-Issue 6th: External evaluation of the Internal Control System (ICS)
•Meeting dated 15/7/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee
-Issue 2nd: Briefing of the Audit Committee on Information Security, Cybersecurity and IT Strategy A. Strategic Vision for Information Security and Cybersecurity B. Information Security and Cybersecurity Framework C. Key activities carried out so far D. Next steps
-Issue 3d: Evaluation of the Internal Audit Unit / Head of Internal Audit
•Meeting dated 5/9/2025
-Issue 1st: Approval of the minutes of the previous meeting of the AC
-Issue 2nd: External Audit - Group Financial Statements A Half of 2025 - Financial Reporting Procedure A. Presentation by the external auditors on the development of their adjustment plan and the review of the A’ Half of 2025 B. Consolidated Group Financial Statements of the Company for the A’ Half of 2025 C. Presentation of the Audit Committee to the Board of Directors on the Company's semi-annual financial report D. Press Release for the semi-annual financial report of FOURLIS HOLDINGS SA
-Issue 3d: Internal Audit A. Revision of the Annual Internal Audit Plan 2025 B. Informing the Audit Committee on the progress of the internal audits conducted by external partners C. Report of the FOURLIS HOLDINGS SA’s internal audit work for the period May 16, 2024 - August 31, 2025 D. Corrective Measures Implementation Status (Action Plan status update) E. Planning of the Company's internal audit projects for the period September - November 2025 F. Report of the Audit Committee on Internal Audit work and findings to the Board of Directors of FOURLIS HOLDINGS SA dated 8/9/2025 G. Evolution of the process of selecting external partners for internal audits
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-Issue 4th: Regulatory Compliance - Risk Management A. Report of the Regulatory Compliance Unit for B’ Quarter 2025 (until 31/8/2025) and Planning for the C’ Quarter 2025 (from 1/9/2025) B. Briefing of the AC on Risk Management issues
-Issue 5th: Self-evaluation of the effectiveness of the Audit Committee A. Results of the self-evaluation of the effectiveness of the Audit Committee of the Board of Directors of FOURLIS HOLDINGS SA
-Issue 6th: External evaluation of the Internal Control System (IAC) A. Second evaluation of the Internal Control System by an external evaluator (evaluation period 2023 - 2025) - progress review B. Update of the Internal Control System (ICS) evaluation policy and process
-Issue 7th: Other issues A. Approval to obtain non-audit services from the audit company performing the statutory audit of the Financial Statements (#110 to #111)
•Meeting dated 20/11/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee.
-Issue 2nd: Group Financial Statements for the nine-month-period of 2025 - Financial Reporting Procedure A. Setting a meeting with the external auditors to schedule the audit for the financial year 2025 B. Consolidated Group Financial Statements for the period 1/1 - 30/9/2024 of FOURLIS HOLDINGS SA C. Briefing of the AC on the Press Release on the Group's financial results for the period 1/1 - 30/9/2025 D. Briefing of the Audit Committee on the progress in drafting responses to the Letter with Prot. No.: HCMC 2164 16.9.2025 of the Hellenic Capital Market Commission
-Issue 3d: Internal Audit A. Briefing of the AC on the progress of internal audits carried out by external partners B. Report on the internal audit work of FOURLIS HOLDINGS SA for the period 1 September - 15 November 2025 C. Planning of internal audit projects of FOURLIS HOLDINGS SA for the period November 2025 - March 2026 D. Report of the Audit Committee on Internal Audit works and findings to the Board of Directors of FOURLIS HOLDINGS SA dated 24/11/2025 E. Presentation of the draft of the Internal Audit Plan 2026 to be discussed
-Issue 4th: Evaluations A. Briefing of the AC on the progress of the evaluation of the Company's Internal Control System and its significant subsidiary by EY B. Briefing of the AC on the planning of the evaluation of the Company's Corporate Governance System
-Issue 5th Regulatory Compliance - Risk Management A. Proposed Action Plan of the Regulatory Compliance Unit for the year 2026 B. Report on the results of the Regulatory Compliance Unit for Quarters C’ and D’ (until 20/11/2025) of 2025 C. Proposed Risk Management Unit Action Plan for the year 2026 D.
-Issue 6th: Other issues A. Approval of delivery of non-audit services by the auditing company that conducts the statutory audit of the Financial Statements (#112)
•Meeting dated 15/12/2025
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-Issue 1st: Update the AC members on the security incident as of 27/11/2024.
-Issue 2nd: External Audit - Financial and Non-Financial Reporting Procedure A. Meeting with the external auditors to schedule the audit of the FY 2025 B. Meeting with the external auditors to schedule the audit of Sustainability Report for the FY 2025 C. Briefing of the AC on the progress in the drafting of responses to the Letter with Prot. No.: HCMC 2164 16.9.2025 of the Hellenic Capital Market Commission
-Issue 3d: Evaluation of the Internal Audit System
-Issue 3d: Internal Audit A. Internal Audit Self-Assessment B. Approval of the Annual Internal Audit Program for 2026 C. Approval of the Internal Audit Unit budget for the year 2026 D. Approval of the Internal Audit Unit training plan for the year 2026
The Audit Committee reported the results of all its acts in writing to the Board of Directors with its findings and made specific proposals to implement corrective actions where it deemed appropriate.
15.9.2 Report on the Acts of the Nomination and Remuneration Committee
During financial year 2025, the members of the Nomination and Remuneration Committee held a total of eight (8) meetings during which they discussed the following issues:
•Meeting dated 22/1/2025
-Issue 1st: Review of the remuneration of the members of the Board of Directors for the fiscal year 2025 and submission of a relevant proposal to the Board of Directors for approval.
-Issue 2nd: Discussion of issues relating to other current works of the Nomination and Remuneration Committee.
•Meeting dated 28/3/2025
-Issue 1st: Certification of the achievement of the determined corporate objectives constituting the criterion for the allocation of the rights of the Second Series of the Plan for the free distribution of common registered shares with voting rights (stock grants) pursuant to article 114 of L. 4548/ 2018 (hereinafter referred to as: “the Rights”) adopted by the Ordinary General Assembly of the Company's shareholders on 16.06.2023 (as currently in force after the amendment of Chapter 2.1 B of the Plan/Program under the resolution of the Ordinary General Assembly of the Company's shareholders dated 21.06.2024). Submission of a proposal to the Board of Directors regarding the determination of the beneficiaries and the allocation of the Rights.
-Issue 2nd: Submission of a proposal to the Board of Directors regarding the determination of corporate objectives - criteria for the implementation of the Third Series of the Program for the free distribution of common registered shares with voting rights (stock grants) pursuant to article 114 of L. 4548/2018 adopted by the Ordinary General Assembly of the Company's shareholders on 16.06.2023 (as currently in force after the amendment of Chapter 2.1 B of the Plan/Program under the resolution of the Ordinary General Assembly of the Company's shareholders on 21.06.2024).
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-Issue 3d: Submission of a proposal to the Board of Directors regarding the assignment of the duties of the Chief Executive Officer of the Group’s subsidiary "TRADE LOGISTICS SA”.
-Issue 4th: Discussion of issues relating to other current works of the Nomination and Remuneration Committee.
•Meeting dated 30/4/2025
-Agenda Issues: Resignation of the Company's CEO and executive member of the Board of Directors, as well as of the member of the Sustainability and Digital Transformation Committees. Launch of the succession procedure (recruitment and selection of a replacement for the above-mentioned resignation).
•Meeting dated 23/5/2025
-Issue 1st: Approval of the Remuneration Report of the members of the Board of Directors for the financial year 1/1/2024 - 31/12/2024 (article 112 of L. 4548/2018).
-Issue 2nd: Proposal of the Nomination and Remuneration Committee to the Board of Directors on the option of granting remuneration to the members of the Board of Directors, consisting of a share in the profits of the fiscal year and the determination of the relevant responsibility of the General Assembly, in accordance with the provisions of article 109 § 2 of L. 4548/2018. Subsequent proposal for the relevant amendment of article 25 of the Articles of Association.
-Issue 3d: Approval of the revised version of the Remuneration Policy for the members of the Board of Directors.
-Issue 4th: Approval of the revised version of the FOURLIS Group's Executive Officers’ Remuneration Policy.
-Issue 5th: Proposal of the Nomination and Remuneration Committee to the Board of Directors for the distribution of part of the balance of the net retained earnings of the fiscal year 2024 as remuneration to Executive Members of the Board of Directors and the Company’s senior executive officers.
-Issue 6th: Approval of the revised version of the Fit and Proper Policy for the members of the Board of Directors.
-Issue 7th: Approval of the revision of the Performance Stock Grant Program for the free award of stock grants to executives of the Company and its related companies, which was approved by the Ordinary General Assembly of the shareholders at its meeting dated 16.06.2023, in accordance with article 114 of L. 4548/2018.
-Issue 8th: Procedure for the recruitment and selection of a candidate/nominee for the position of CEO of the Company and the position of Executive Member of the Board of Directors.
-Issue 9th: Discussion of issues relating to other current works of the Nomination and Remuneration Committee.
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•Meeting dated 11/6/2025
-Issue 1st: End of the procedure for the recruitment and selection of a candidate/nominee for the position of CEO of the Company and the position of Executive Member of the Board of Directors. Submission of a proposal to the Board of Directors.
-Issue 2nd: Resignation of the Group's Chief Information Officer from his job. Submission of a proposal to the Board of Directors regarding benefits under the Executive Compensation Policy.
•Meeting dated 25/7/2025
-Issue 1st: Resignation of the Group's Chief Information Officer from his job. Submission of a proposal to the Board of Directors regarding the benefits under the Remuneration Policy for the members of the Board of Directors.
-Issue 2nd: Submission of a proposal to the Board of Directors regarding the determination of corporate objectives - criteria for the implementation of the Third Series of the Program for the free distribution of common registered shares with voting rights based on performance (performance stock grants) pursuant to article 114 of L. 4548/2018, adopted by the Ordinary General Meeting of the Company's shareholders on 16.06.2023 (as currently in force, already amended by the resolutions of the Ordinary General Meetings of the Company's shareholders on 21.06.2024 and on 20.06.2025).
•Meeting dated 4/9/2025
-Agenda Issues: Discussion on the current work of the Nomination and Remuneration Committee.
•Meeting dated 17/11/2025
-Issue 1st: Information of the Nomination and Remuneration Committee on issues related to the Committee's self-evaluation, as well as the recruitment and selection/succession plan process for nominated members of the Board members and top and senior executives.
-Issue 2nd: Discussion on other current work of the Nomination and Remuneration Committee.
15.10 Detailed CVs of members of the Board of Directors and senior management officers
The Curricula Vitae of members of the Board of Directors and senior management officers (executives) are listed below.
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15.10.1 Curricula Vitae of members of the Board of Directors
Vasileios Fourlis, Chairman of the BoD, Executive Member
Personal Information:
Nationality: Greek
Current Positions:
Chairman of the Board of Directors of FOURLIS HOLINGS S.A. , Chairman of the Board of Directors of TRADE ESTATES REIC, Vice-Chairman of the Board of Directors of HOUSEMARKET S.A. (IKEA), member of the Board of Directors of SPORTSWEAR MARKET S.A.
Member of the Board of Directors of the Hellenic Society for Environment and Culture.
Previous Professional Experience:
He has been a member of the Boards of Directors of the Association of Enterprises and Industries (SEV), the Hellenic Corporate Governance Council (HCGC or “ESED”) of the company TITAN Cement S.A., OTE S.A., IMITHEA S.A. (Henry Dunant Hospital Center), Piraeus Bank, Vivartia S.A., National Insurance Company and the Hellenic Foundation for European & Foreign Policy (ELIAMEP).
In 2004 he was awarded the "Kouros Entrepreneurship Award" by the President of the Hellenic Republic.
Academic Qualifications:
Master of Science in Management (International Business), Boston University/ Brussels, graduated in 1989 Master of City Planning (Economic Development and Regional Planning), University of California /Berkeley, graduation year 1985 Bachelor of Arts (Honors in Economics and Urban Studies), College of Wooster, graduation year 1983
Website where this resume is posted:
Resume/Curriculum Vitae
Dafni Fourlis, Vice-Chairman of the Board of Directors, Executive Member
Personal Information:
Nationality: Greek
Current Positions:
Vice-Chairman of the Board of Directors of FOURLIS S.A. and Chairman of the Board of Directors of HOUSEMARKET S.A. and INTERSPORT ATHLETICS S.A. Non-executive member of TRADE ESTATES REIC REIC.
Previous Professional Experience:
FOURLIS BROS. SA (currently: FOURLIS HOLDINGS SOCIETE ANONYME).
Academic Qualifications:
Business Administration from Deree College
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Website where this resume is posted:
Resume/Curriculum Vitae
Stylianos Stefanou, son of Markos, Independent Vice-Chairman, Independent Non-
Executive Member, Chairman of the Audit Committee and Member of the Nomination and
Remuneration Committee
Personal Information:
Nationality:Greek & Cypriot
Recent Jobs:
2005 - to date Entrepreneur - Acquisition of METAXA factory. Exclusive production of METAXA products, Skinos Mastiha, Green Cola, Three Cents & Mastiqua soft drinks and other alcoholic and non-alcoholic beverages. Haagen-Dazs Master Franchisee in Cyprus and Haagen-Dazs Franchisee in Greece.
2016 - to date Independent Member of the Board of Directors, Chairman of the Audit Committee and Remuneration Committee of the insurance company CNP Zois SA.
2020 - to date Independent Member of the Board of Directors, member of the Audit Committee of the insurance companies CNP Insurance & CNP Cyprialife, in Cyprus.
2021 - to date Independent Member of the Board of Directors of FOURLIS HOLDINGS SA, Chairman of the Audit Committee and member of the Nomination and Remuneration Committee
2024 - to date Independent Vice-Chairman of FOURLIS HOLDINGS SA.
Previous professional experience:
1985 - 1990 KPMG London Office - Senior Audit Supervisor
1990 - 1992 METAXA - Financial Planning & Analysis Manager
1992 - 1997 METAXA - Chief Financial Officer
1997 - 2005 METAXA - CEO and Head of UDV European Operations. Shareholder in a JV with BOLS BV
2001 - 2004 Independent Member of the Board of Directors of Hellenic Bank Unit Trust
2007 - 2021 Independent Member of the Board of Directors, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee in ELGEKA SA
2009 - 2012 Member of the Board of Directors of ERT. Chairman of the Board of Directors during the last ten months of his term of office
Education/ Training:
1982 - 1985 THE LONDON SCHOOL OF ECONOMICS
BSc (Hons) in Economics (Accounting & Finance)
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1985 - 1990 KPMG - London Office
1988 - to date FCA - Member of the Institute of Chartered Accountants in England and Wales
2020 - to date Continuous participation in ESG training seminars
Website where this resume is posted:
Resume/Curriculum Vitae
Ioannis Vasilakos, Chief Executive Officer, Executive Member
Yannis Vasilakos is CEO and member of the Executive Committee of the Fourlis Group.
He has extensive experience in the retail industry, having held senior management positions in Greek and multinational companies. From 2010 to 2025, he worked at Kotsovolos, a subsidiary of the Uk-based “Dixons Carphone Group”, where he held successive positions of increased responsibility. During the period from May 2018 to 2025, he served as Vice-Chairman and Chief Executive Officer, responsible for the management and development of business activities in Southeastern Europe. Previously, he had served as Director of Operations and Commercial Director.
In the past, he has worked at Public Retail World Group (Multirama) as Retail Manager and Commercial Director, at Informer Group as Business Unit Manager in the hospitality solutions sector, and at Pouliadis & Co. as Marketing Manager of business solutions.
He is a graduate of Ashridge Business School in the UK and the American College of Greece.
Website where this resume is posted:
Resume/Curriculum Vitae
Lida Fourlis, Executive Member of the Board of Directors, Director of Sustainable
Development and Social Responsibility, Chair of the Sustainability Committee
Personal Information:
Nationality:Greek
Current positions:
Director-Executive member of the Board of Directors of FOURLIS HOLDINGS S.A. (since 2008)
Consultant-Executive member of the Board of Directors of SPORTSWEAR MARKET S.A.
Chairman of the Board of Directors of TRADE STATUS S.A. (DP...am shops) (since 2006)
Chairman of the Board of Directors of WELLNESS MARKET S.A. (since 2023)
Director of Sustainable Development and Social Responsibility of FOURLIS Group (since 2008)
Chairman of the Sustainability Committee
Previous Professional Experience:
1989- 1997: Fourlis Bros. SA - Marketing Department
1998- 2008: Director of Human Resources Department of FOURLIS Group
Academic Qualifications:
BA - Honours in Economics, American College of Greece - Deree College
MBA - Amos Tuck School- Dartmouth College U.S.A.
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Website where this resume is posted:
Resume/Curriculum Vitae
Nikolaos Lavidas, Director, Independent Non-Executive Director, Chairman of the
Nomination and Remuneration Committee, Member of the Digital Transformation
Committee
Personal Information:
Nationality:Greek
Current Job:
2022-present: AB Vassilopoulos S.A: He has been appointed CEO and heads the Executive Committee of AB Vassilopoulos Group, a member of the Ahold Delhaize Group. AB Vassilopoulos is a company with a turnover of about 2 billion euros, 592 stores and 14.000 associates.
2019- 2022: Upfield Greece: He took over the General Management of the company in August 2019, initially with responsibility for Greece, Cyprus and Albania and then for the wider Southeastern Europe region, assuming responsibility for Slovenia, Serbia, Croatia, Bosnia, Montenegro, Kosovo, Skopje, Romania, Moldova and Bulgaria. A key priority was to strengthen the existing organisation of the newly created company and its systemic separation from Unilever following the recent acquisition of the margarine and oils business by KKR and to put the business back on a growth track.
Previous Professional Experience:
2011- 2019: Sklavenitis Group: Initially, he assumed the role of General Manager of Development with the main responsibility of reorganizing the company and creating the appropriate framework to support a series of acquisitions, which led to the creation of the largest retail group in Greece with a turnover exceeding €3 billion, with more than 500 stores nationwide and a workforce of over 30.000 employees. Following the acquisition of Carrefour's operations in Greece in 2016, he assumed the position of General Administrative Officer with the main objective of absorbing its local network and its smooth integration into the Sklavenitis operating system.
1996-2011 Kraft Foods Greece: In 2009, after a 14-year career at Kraft Food Greece, while holding various positions of increasing responsibility, he assumed the position of CEO with the main responsibility of merging the local organizations of Kraft and Cadburys, which led to the creation of the largest company in the snacks industry in Greece.
Education/ Training:
He holds a Master's degree in International and Commercial Law (1994 - LLM in International and Commercial Law, University of Buckingham, UK, Graduated with Distinction) and a Bachelor of Business Administration (1993, BSc in Business Administration University of Buckingham, UK Graduated with Merit).
Website where this resume is posted:
Resume/Curriculum Vitae
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Maria Georgalou, Independent Non-Executive Member, Member of Audit Committee
Personal data:
Nationality: Greek
Current Job:
Vice-Chairman BESPOKE SA
Previous Professional Experience:
2022 - Vice-Chairman of Chipita Foods S.A.
2014 – 2021 : CHIPITA S.A. Deputy Chief Executive Officer
2013 – 2019: DOLPHIN GROUP (ARGENTINA), Greece Real Estate Investment Representative
2011 – 2014 : DRY CLEANING SERVICES LTD, Member of the founding team, Master Franchisee of 5asec, (Romania, Greece, Serbia, Croatia, Skopje).
2004 – 2011 : DELTA HOLDING S.A. / VIVARTIA SA, Group Finance Director (2007 to 2011), Business Development Director (2004 to 2007)
1995 – 2004: EMPORIKI VENTURE CAPITAL S.A., Executive Director - Member of the Investment Committee, Venture Capital Company - 100% subsidiary of Emporiki Bank of Greece
1990 – 1992: DE BENEDETTI GROUP OF COMPANIES (Greece): Financial Analyst (Financial Manager) at Eurohellenic SA and Cofir SA (Spain) (a company listed on the Madrid Stock Exchange)
1979- 1989: GEORGALOS HNOS SA, AGROGEO SA AND AGROFABRIL SA, Assistant of the internal auditor/administrative-accounting department, Family business in the food sector
She participates in the Board of Directors of the company “Bespoke SA” and its subsidiaries.
Education/ Training:
Certified Public Accountant (C.P.A - Chartered Public Accountant) Universidad de Belgrano - Buenos Aires - Argentina and Michael Ham Memorial College (Valedictorian).
Since 2023 she is a member of the Board of Directors of TRADE ESTATES REIC.
Website where this resume is posted:
Resume/Curriculum Vitae
Stavroula Kampouridou, Independent Non-Executive Director, Member of the Audit
Committee and Member of the Digital Transformation Committee
Stavroula Kampouridou is the CEO of DIAS S.A., of the Interbanking Payment System (Automated Clearing House- ACH) of Greece, a position held since the 1st January of 2021. Under its leadership, DIAS has recorded five consecutive years of historically high growth, expanded direct payments in Greece and Cyprus, completed its interconnection with the European TIPS system and processed €545 billion of transactions by 2025. The IRIS direct payment service has exceeded 4.3 million active users, substantially accelerating the nationwide adoption of account-to-account direct payments.
She has more than 22 years of experience in technology, payments and financial innovation sectors. Prior to joining DIAS, she was Technology Advisor to the Governor of the Bank of Greece, where she
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founded the FinTech Innovation Hub and the country's first Regulatory Sandbox. In the past she has held senior positions at the National Bank of Greece and IBM.
She is currently a member of the Board of Directors of EACHA (European Automated Clearing House Association), as well as an Independent Non-Executive Director and member of the Audit Committee of HelleniQ Energy Holdings S.A. and Fourlis Holdings S.A., actively contributing to governance in the European payments, energy and retail sectors.
She holds a B.Sc. degree in Computer Science from the University of Athens with distinction and an M.Sc. degree in Electrical Engineering from Stanford University, where she studied on a full university scholarship.
Website where this resume is posted:
Resume/Curriculum Vitae
Konstantinos Paikos, Independent Non-Executive member, Member of the Nomination and
Remuneration Committee, Member of the Digital Transformation Committee and Member
of the Sustainability Committee
Current Job:
Eurobank, (Sept. 2025 - today)
Deputy General Manager, Group Chief Digital Officer
Previous professional experience:
Organization of Football Match Prognostics (OPAP S.A.), Oct. 2019 - Aug. 2025
Director Digital & AI
Eurobank, (May 2006 – Sept. 2019)
Head of Digital Services for Individuals, Group Digital Banking Division (Sept. 2015 - Sept. 2019)
Manager, Development & Promotion of Digital Services, Group e-Business Division (May 2006 - Sept. 2015)
EFG e-Solutions, Eurobank Group (Feb. 2002 - May 2006)
Digital Marketing Manager
Education/ Training:
Athens Laboratory of Business Administration (A.L.B.A.), Greece (1998 - 1999)
Master of Business Administration (MBA)
New York University (N.Y.U.), USA (1997 - 1998)
Postgraduate degree (PgDip) in Business Administration
University of Salford, Great Britain (1993 - 1997)
Bachelor's degree (BSc) in Biomedical Technology
Collaborations - Participation in Teams / Professional Awards:
Member of the Board of Directors of the Interactive Communication Organization of Greece (2009 - 2018)
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Member of the Organizing Committee of the Greek Delegation for the Mobile World Congress (2016-2017)
Member of the founding team of the Center for Young Entrepreneurship "Enter-Grow-Go - The EGG" (2013)
Member of the Electronic Banking Committee, Hellenic Banking Association (2016-2017)
Member of the jury of "Mobile Awards", "eVolution Awards" (2015- 2017-2019) & "Ermis Awards" (2004)
Member of the mentor committee of "Beyond Hackathon" and "Crowdhackathon" Innovation competitions (2015-2017-2018)
Inclusion in the "IT Powerlist 100" list of Netweek Technology Magazine (2023)
Award granted by Eurobank for 10 years of consecutive excellent performance (2016)
Languages: Greek (Native Language), English (Bilingual), French (beginner level)
Website where this resume is posted:
Resume/Curriculum Vitae
15.10.2 CVs/Resumes of senior executive officers (managers)
Panagiotis Katiforis, CEO of HOUSEMARKET, member of the Executive Committee
Personal Information:
Nationality: Greek
Recent Jobs:
Mr. Panagiotis Katiforis is the CEO of House Market (IKEA) from 2011 until to date. House Market is a subsidiary of FOURLIS HOLDINGS S.A., which operates the IKEA stores in Greece, Cyprus and Bulgaria.
Previous Professional Experience:
From 2007 to 2011 he was General Manager of SARA LEE Hellas. From 2000 to 2007 he was an executive officer of Kimberly Clark in various positions, responsible for Europe and Greece. From 1994 to 2000 he held various managerial positions at Beiersdorf Hellas, while from 1985 to 1993 he worked in the family business, which focused on the production and marketing of handmade silverware.
Since 2011 he is a member of the BoD of HOUSE MARKET (IKEA) and Trade Logistics.
Education/ Training:
He holds a degree in Marketing Management from the American College of Greece (Deree College) (1993) and an MBA with specialization in Finance from Strathclyde Graduate Business School, Glasgow, Scotland.
Website where this resume is posted:
Resume/Curriculum Vitae
Evangelos Batris, CEO SPORTSWEAR MARKET, member of the Executive Committee
Personal Information:
Nationality: Greek
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Year of Birth: 1975
Recent Jobs:
Mr. Evangelos Batris is CEO of SPORTSWEAR MARKET SA (former INTERSPORT AEE) from 2020 up to date and of SPORTSWEAR MARKET HELLAS Single Member Ltd (FOOTLOCKER). SPORTSWEAR MARKET SA is a subsidiary of FOURLIS HOLDINGS S.A. , which operates the Intersport stores in Greece, Cyprus, Bulgaria and Romania.
Previous Professional Experience:
From 2010 to 2019 he was a manager in various positions at Nike, responsible for the EMEA headquarters in the Netherlands, Eastern Europe & Middle East, and the Greek office in commercial roles.
From 2002 to 2010 he held various management positions at Coca - Cola Hellenic, while from 1999 to 2002 he worked at Allianz as Private Banking Account Officer.
Since 2020 he is a member of the Board of Directors of Intersport SA in Greece. He is also the legal representative of Genco Trade Srl in Romania and Genco Bulgaria Ltd in Bulgaria.
Education/ Training:
He holds a BSc in Electrical Engineering from Patras University, Greece (1998) and a MSc in Business Administration from Cardiff Business School, UK (1999).
Website where this resume is posted:
Resume/Curriculum Vitae
Athanasios Vlassis, Chief Executive Officer of Trade Logistics, member of the Executive
Committee
Personal Information:
Nationality: Greek
Recent Jobs:
Mr. Athanasios Vlassis is Chief Executive Officer of Trade Logistics from July 2025 up to date. Trade Logistics belongs to the FOURLIS group and provides warehousing and distribution services to the concepts of the group and to third companies.
Previous Professional Experience:
From 1994 to 1996 he was a Director in BIOVET, a company distributing veterinary medicines. From 1996 to 2008 he was an executive officer of Carrefour Marinopoulos in various positions in the supply chain, responsible for Greece and Cyprus. From 2008 to 2025 he worked as a Director (executive officer) at OTE (Hellenic Communications Organisation) Group. His managerial duties included the management of two distribution centres, the management of the Group's fuel, vehicle fleet & materials recycling.
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From July 2025 until today he is a member of the Board of Directors of TRADE LOGISTICS.
Education/ Training:
He holds a degree in Chemical Engineering from the University of Patras (1990) and a Diploma in Business Administration from ALBA (2006).
Website where this resume is posted:
Resume/Curriculum Vitae
Sophia Spiliotopoulou, Head of Holland & Barrett Business Unit
Personal Information:
Nationality: Greek
Year of Birth:1967
Current Positions:
Head of Business Unit Holland&Barrett
Previous Professional Experience:
KORRES S.A.
REGIONAL PRESIDENT EUROPE (May 2019 - June 2022)
Head of the European Agency, member of the Management Team. European P&L responsibility for the business units of DACH (Germany/Austria/Switzerland), France, UK, Greece and Exports.
TRADE DIRECTOR (May 2012 - April 2019)
Head of the commercial team leading Sales, Exports, Business Development, Business Intelligence, Marketing, Trade Marketing and Training.
PEPSICO
Integration Manager SNACKS & BEVERAGES (October 2010 - Feb 2012), Head of the Integration team leading the planning and implementation of the integration of the two PepsiCo businesses in Greece: Beverages (Pepsi - Ivy) and Snacks (Tasty Foods), in the areas of Sales, Finance, HR, BIS & Supply Chain.
REGIONAL DIRECTOR FOR SOUTHEAST EUROPE, FOOD & BEVERAGE & REVENUE MANAGEMENT (Jan. 2009 - Oct. 2010)
She has led the Food & Beverage Marketing Operations of the countries: Turkey, Romania, Bulgaria, Serbia, Bosnia, Bosnia, Croatia, Greece and Israel.
MARKETING DIRECTOR IN MARKETING & RELATED BUSINESS, (May 2003 - Dec 2008)
Head of the Marketing and Trade Marketing department of PEPSICO's Snack food division in Greece.
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UNILEVER
DETERGENTS MARKETING MANAGER, (Sept. 2000– April 2003)
Responsible for the profitable growth of the Detergents portfolio of the trade marks: SKIP, SURF, CAJOLINE and OMO
HAIR MARKETING MANAGER, (1998 - 2000)
Responsible for the profitable growth of the overall hair portfolio: ORGANICS, ULTREX, TIMOTEI, SUNSILK, MOD`S HAIR.
Prior to the above,she held various positions of increasing responsibility at Unilever - i.e. TRADE MARKETING MANAGER (1997 - 1998), HAIR GROUP MANAGER (1996 - 1997), BRAND MANAGER (1993 - 1996), TRAINEE MANAGER (1992 - 1993), FACTORY QUALITY CONTROL ASSISTANT (1989 - 1990)
Academic Qualifications:
CITY UNIVERSITY LONDON: MBA in Engineering Management, Major in Marketing, 1990-1991
UNIVERSITY OF PATRAS: Chemical Engineer (MEng), specializing in petroleum technology, 1984 - 1989
Graduation in 1984 from the 7 th High School of Patras
Website where this resume is posted:
Resume/Curriculum Vitae
Maria Theodoulidou, Director of Procurement and Corporate Governance, Company
Secretary and member of the Executive Committee
Personal Information:
Nationality:Greek
Recent Jobs:
2024 - to date: FOURLIS Group of Companies
Director of Procurement and Corporate Governance, Company Secretary and member of the Group Executive Committee
Responsibilities for procurement, regulatory compliance, risk management, non-financial reporting, corporate governance and legal services.
Financial Director of Planning, Audit and Corporate Governance of FOURLIS Group (2022 - 2024) and member of the Executive Committee.
Financial Director of Planning and Control of FOURLIS Group (2009 - 2022) and member of the Executive Committee.
Internal Audit Director of the Group (2000-2008)
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Areas of professional experience: Financial Management, Corporate Governance, Procurement,
Regulatory Compliance (Compliance), Internal Audit, Risk Management, Financial and Non-Financial Reporting, Controlling and Internal Control Systems, Taxation, Project Management and Business Operations Redesign.
Previous professional experience:
1995 – 2000 KPMG
Director of the Advisory Department (1999 - 2000), Chief Consultant (1997 - 1998), Senior Consultant (1995 - 1996)
1993 - 1994 01 PLIROFORIKI
Project Manager
Education/ Training:
Harvard Business School, Boston, Massachusetts, Making Boards More Effective
University of Manchester, Great Britain, M.Sc. in Operations Management
Polytechnic University of Crete, Greece, Certified Production and Management Engineer (2nd in the admission row)
19 the General Lyceum of Thessaloniki
Professional Certifications:
Certification in Information Systems Auditing (Certified Information Systems Auditor /CISA)
Certification in Internal Control Certification in Control Self- Assessment /CCSA)
Certification in Internal Audit (CIA)
Certification in Environmental Audit
Certification as an ISO 9000 Internal Auditor
Participation in Boards of Directors/Committees:
Independent Member of the Audit Committee of the Greek Electricity Distribution Network Operator (DEDDHE)
Member of the Audit Committee of TRADE ESTATES REIC
Member of the Boards of Directors of FOURLIS Group (SPORTSWEAR MARKET SA, HOUSEMARKET (CYPRUS) LTD, SPORTSWEAR MARKET CYPRUS LTD)
Chairman of the Corporate Governance Committee of the Hellenic American Chamber of Commerce
Member of Women Execs on Boards (Harvard University)
Member of SEV Corporate Governance Committee
Member of the SEV Tax Committee
Non-Executive Member of Director's Club in Greece
Member of the Public Register of Internal Auditors of Greece
Member of the Technical Chamber of Greece
Member of the Panhellenic Association of Production and Management Engineers
Instigator of the Act-tlo Youth Professional Solidarity Initiative
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Website where this resume is posted:
Resume/Curriculum Vitae
Alexandros Stergiou, Director of Information Technology, member of the Executive
Committee
Alexandros Stergios is an experienced and accomplished IT professional with a long track record of leadership and proven ability to align technology strategy with business objectives. He focuses on creating maximum business value with optimal resource utilisation and a strong operational footprint.
He has a master’s degree in business administration, Innovation and Technology from Athens Information Technology and a Bachelor's degree in Applied Mathematics for Computer Science from the National and Kapodistrian University of Athens. His professional career began in 2000 at Intracom Holdings, where for eight years he developed deep technological expertise through multi-level IT roles.
In 2008 he joined Cyta Hellas, where he distinguished himself first as Head of Systems Development and then as Director of IT. During his tenure, he led critical technology transformation projects, designed and implemented innovative solutions and played a key role in the company's successful entry into the mobile telephony market.
From 2019 to February 2025, he served as IT Director at Natural Gas Greece. There he led the digital transformation of the organisation, leveraging cloud technologies, designing strategic solutions and implementing innovative services - also including a pioneering AI system for home energy monitoring.
From 2025, he holds the position of Chief Information Officer at Fourlis Group, where he oversees the holistic digital transformation of the group. He focuses on enhancing customer experience through technology, innovation and flexible information systems architectures, while at the same time ensuring business continuity and strategic growth.
Website where this resume is posted:
Resume/Curriculum Vitae
Vassilis Kouktzoglou, Group Information Security Manager, member of the Executive
Committee
Personal Information:
Nationality:Greek
Resident: Athens, Greece
Recent Jobs:
Feb. 2025 - to date: As Group Chief Information Security Officer (CISO) of FOURLIS Group Holdings SA and member of the Executive Committee, he leads the holistic transformation of the Group's Information Security and Cybersecurity strategy. He designs and implements a modern, resilient and regulatory mature security ecosystem that ensures business continuity, compliance with international standards and alignment with European and global requirements, embedding security as a fundamental pillar of
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corporate culture and innovation. He focuses on the continuous evolution of the governance framework, the diffusion of a security culture at all levels and the "security-by-design" principle in every technological initiative of the Group.
Previous professional experience:
Jun. 2021 - Feb. 2025: He worked at Vodafone Hellas as Information Security & Data Protection Lead. He was responsible for • coordinating Vodafone's Information Security and Data Protection Strategy and Policies; • overseeing projects in the area of Information Security, Data Protection and Privacy, in alignment with other actions such as the NIS Directive and the 5G Security Toolbox; • overseeing the design and implementation of security plans that ensure maximum compliance with Security Standards (e.g, ISO/IEC 27001), local regulations and legislation; • overseeing the identification of Information Security, Data Protection and Privacy risks, contributing to the strategic planning of the organisation, reviewing relevant policies and promoting security and privacy awareness; • advising the company on requirements arising from local and international Information Security, Data Protection and Privacy regulations.
Mar. 2018- May 2021: He worked at ERNST & YOUNG (EY) as Senior Consultant, Cyber Security, Data Protection & Privacy. He was responsible for • providing Cybersecurity, Data Protection and Privacy consulting services, helping clients identify, manage and mitigate risks related to Information Security and IT business processes, including Information Security risk management and assessment (e.g., policies, procedures, guidelines, awareness campaigns), Information Security Transformation programs, Cybersecurity Management and IT Governance and Data Protection and Privacy. • compliance with various regulations, directives and standards (e.g., NIS Directive, EECC, GDPR, ISO27000 series, ISO20000, ITIL 4).
May 2017 - Feb. 2018: He worked at the Cyber Defence Company of the Hellenic Army Information Support Center as an Information Security Engineer and was responsible for consulting on the development and implementation of the Information Security Management System according to the ISO/IEC 27001:2013 standard; • the infrastructure software management; • the penetration testing of web applications; • the research of security assessment tools and attack practices.
Education/ Training:
Oct. 2015 - Feb. 2017: Master's degree in Information Systems from the Athens University of Economics and Business. Specialization: Information and Systems Security, MSc Thesis: "Detection and analysis of metrics to quantify the threat level in Critical Infrastructure Risk Assessment". Grade: 9.6/ 10.0 | Ranking: 1.
Oct. 2011 - Jun. 2015: Undergraduate Diploma in Computer Science from the Athens University of Economics and Business. Specializations: Information Systems and Information Security, Databases and Information Management. Grade: 9.0/ 10.0 | Ranking: 1.
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Professional Education:
•Certified Information Systems Security Professional (CISSP)
•Assoc. Chief Information Security Officer (CCISO)
•Certified Information Security Manager (CISM)
•ITIL® Foundation (ITIL 4 Edition)
•OneTrust Certified Professional
•Foundations of Purple Teaming
Publications:
Apr. 2018 Stergiopoulos, G., Kooktzoglou, V. and Gritzalis, D. (2017) 'Using Formal Distributions for Threat Likelihood Estimation in Cloud-Enabled IT Risk Assessment', Computer Networks (Special Issue), Elsevier.
Dec. 2017 Stergiopoulos, G., Kouktzoglou, V., Theocharidou, M. and Gritzalis, D. (2017) 'A Process based Dependency Risk Analysis Methodology for Critical Infrastructures', Int. J. Critical Infrastructures (Special Issue), Vol. 13, NOS. 2/ 3, PP.184 -205.
Honorary Distinctions:
•M.SC. IN INFORMATION SYSTEMS SCHOLARSHIP AWARD
•M.SC. IN INFORMATION SYSTEMS SCHOLARSHIP
•JOHN S. LATSIS PUBLIC BENEFIT FOUNDATION SCHOLARSHIP
•M.SC. IN INFORMATION SYSTEMS ADMISSION SCHOLARSHIP
•"IOANNIS KAVOURAS" AWARD
•STATE SCHOLARSHIPS FOUNDATION (IKY) SCHOLARSHIP
Website where this resume is posted:
Resume/Curriculum Vitae
Chrysanthi Triantafyllou, Internal Audit Director (since 1/6/2024)
Personal Information:
Nationality: Greek
Recent Jobs:
June 2024 - to date: Group Internal Audit Manager, FOURLIS HOLDINGS S.A.
Preparation and execution of the Internal Audit Plan based on risk assessment.
Checking the effectiveness of control activities and reporting.
Suggestions for improvement and agreement of actions with operational managers.
Report to the Audit Committee.
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Previous professional experience:
August 2021 - May 2024: Chief Internal Auditor, TRADE ESTATES REIC
Preparation and execution of the Internal Audit Plan based on risk assessment.
Checking the effectiveness of control activities and reporting.
Suggestions for improvement and agreement of actions with operational managers.
Report to the Audit Committee.
October 2006 - July 2021: Group Senior Internal Auditor, FOURLIS HOLDINGS S.A.
Planning, design, organization and exercise of Internal Audit in the companies of FOURLIS HOLDINGS Group, INTERSPORT and IKEA in Greece, Cyprus, Romania, Bulgaria and Turkey.
Preparation of audit reports.
Participation in the preparation of progress reports to the Management and the Audit Committee.
October 2005 - February 2006: Internal Audit Consultant, OPUS S.A. MANAGEMENT AND INFORMATION TECHNOLOGY CONSULTANTS
Development of internal control procedures and their integration into the range of operations of client companies.
Preparation of the internal audit charter, preparation of the implementation and enforcement infrastructure.
Training of executives of client companies in the Internal Audit System.
Training of executives of client companies for the operation of the Internal Audit Service.
August 2002 - July 2005: Internal Audit Executive, PUBLIC PROPERTIES S.A. (former TOURISTIKI ANAPTYXI (Touristic Development Company) S.A.
Developing internal control procedures and integrating them into the company's range of operations.
Drafting of the internal audit charter.
Identification of key risk categories and preparation of an annual audit plan and a three-year audit plan.
Planning, designing, organizing and conducting financial and management audits in the company's branches,
Control of central services treasury management,
Checking approvals of funding for branches.
Preparation of progress reports to the Management.
February 2002 - July 2002: Practicing Certified Public Accountant, S.O.L. S.A. (Body of CPA)
Audit of the Financial and Accounting Statements of societes anonymes.
Execution of financial audits of societes anonymes, with a time horizon of three years - five years, following the instructions of these contractors for the listing of SAs on the Athens Stock Exchange.
March 2000 - January 2002: Practicing Certified Public Accountant, Grant Thornton SA
Audit of the Financial and Accounting Statements of societes anonymes.
Carrying out financial audits of companies in order to merge or acquire them with/by third parties.
Execution of financial audits of societes anonymes, with a time horizon of three years - five years, following the instructions of these contractors for the listing of SAs on the Athens Stock Exchange.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 278
Education/ Training:
1995 - 2000 UNIVERSITY OF MACEDONIA in Thessaloniki Department of Economics.
Professional Qualifications/Certifications:
Certified Internal Controls Auditors of the INTERNATIONAL INSTITUTE FOR INTERNAL CONTROLS.
Certification in the subject ''BASIC CONCEPTS OF REGULATORY COMPLIANCE'' from the KAPODISTRIAN UNIVERSITY OF ATHENS.
Certification in the subject ''INTERNAL AUDIT'' from the KAPODISTRIAN UNIVERSITY OF ATHENS.
Certification in the learning subject ''COSTING'' from the KAPODISTRIAN UNIVERSITY OF ATHENS.
Languages:
English (Very good knowledge), Greek (Native Language)
Website where this resume is posted:
Resume/Curriculum Vitae
Elena Pappa, Group Director of Investor Relations and Corporate Communications, member
of the Executive Committee
Personal Information:
Nationality: Greek
Resident: Athens, Greece
Recent Jobs:
Currently serving as Director of Investor Relations and Corporate Communications for the Fourlis Group, she is responsible for developing communication strategies and messages that align with the corporate vision and business objectives of the Fourlis Group, contributing to the creation of additional corporate value.
Previous professional experience:
- February 2020 to July 2023
Director of Investor Relations, Communications and Sustainability, Sarantis Group, Athens, Greece.
Responsible for the development and execution of the Group's investor relations and communications strategy. Responsible for the creation of the Group's sustainable development action plan and strategy as well as ESG reporting.
- June 2006 to February 2020
Director of Investor Relations, Sarantis Group, Athens, Greece
- September 2005 to June 2006
Risk Management Associate, Egnatia Finance, Athens, Greece
- August 2004 to August 2005
Annual Financial Report for the period 1/1/2025 to 31/12/2025 279
Markets Officer (FSA REGISTERED), Portfolio Structuring and Execution, ABN AMRO BANK N.V., London, United Kingdom
- November 2001 to August 2004
Front Office Market Risk Analyst, Financial Markets, ROYAL BANK OF SCOTLAND, London, United Kingdom
- July 2001 to October 2001
Trainee, Credit Quantification Team, Lehman Brothers, London, UK
Academic qualifications:
- December 2009 - June 2010
Diploma in International Financial Reporting Standards.
Certified by the Association of International Accountants (AIA), Epsilon Net S.A., Epsilon Business Education, Athens, Greece.
- September 2005 - September 2007
Master of Business Administration (MBA), International MBA program.
Athens University of Economics and Business, Athens, Greece.
- September 2000 - September 2001
M.Sc. in Mathematical Trading and Finance (with distinction).
Department of Investment, Risk Management and Insurance, Cass Business School (Bayes Business School), London, UK.
- September 1996 - June 2000
BSc in Mathematics (Honours).
Department of Mathematics, University of Athens, Athens, Greece.
Other academic qualifications
July 2021: Media and Crisis Management Training (Hill & Knowlton Strategies, Athens)
March 2019: Certification Sustainability (CSR) Practitioner Program, Advanced Edition 2019 - Athens, Greece, Center for Sustainability and Excellence.
Collaborations - Participation in Groups / Awards:
-Founding Member of
The Boardroom,
Athens, Greece.
An organization with a holistic approach to board-readiness, empowerment and skills development of women executives through management training programs, leadership development programs and strategic networking.
-Distinction in the M.Sc. in Mathematical Trading from Cass Business School (Bayes Business School).
-Award from the I.K.Y. (S.S.F.) (State Scholarship Foundation) for ranking in the top 2% during the 2nd and 3rd year of the Bachelor's Degree in Mathematics.
Website where this resume is posted:
Resume/Curriculum Vitae
Annual Financial Report for the period 1/1/2025 to 31/12/2025 280
Tessy Latsou, Group Finance Director, member of the Executive Committee
Personal Information:
Nationality: Greek
Resident: Athens, Greece
Recent Job:
Group CFO, responsible for the Financial Management, the application and compliance with the Accounting Principles, the preparation, consolidation and publication of the Financial Statements, Controlling and Financial Planning.
Previous professional experience:
April 2019 to October 2023
Chief Financial Officer Gr. Sarantis SA (parent company of Sarantis Group). Responsible for Financial Management, Consolidation and Publication of Financial Statements and Financial Planning. Leading the development and execution of projects related to digital transformation issues as well as programming systems.
October 2005 to March 2019
Group Financial Controller, Sarantis Group, Athens, Greece
April 2001 to September 2005
Chief Financial Officer, FAMAR SA and FAMAR Holdings, Athens, Greece
March 1999 to March 2001
Reporting & Controlling Manager, Imperial Tobacco SA, Athens, Greece
May 1993 to February 1999
Reporting Manager, Roche Hellas SA, Athens, Greece
October 1990 to April 1993
Financial Analyst, Russel Hellas SA, Athens, Greece
Academic qualifications:
October 2005 - June 2006
Diploma in International Financial Reporting Standards.
Certified by the Association of International Accountants (AIA), Epsilon Net S.A., Epsilon Business Education, Athens, Greece.
September 1987 - September 1992
Athens University of Economics and Business, Department of Economics
Participation as a member:
Founding Member of The Boardroom, Athens, Greece.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 281
An organization with a holistic approach to board-readiness, empowerment and skills development of women executives through management training programs, leadership development programs and strategic networking.
Member of the Hellenic Association of Treasurers - HAT
Member of the Economic Chamber of Greece
Website where this resume is posted:
Resume/Curriculum Vitae
Haris Thomopoulos, Director of Human Resources, member of the Executive Committee
Personal Information:
Nationality: Greek
Recent Jobs:
Group HR Director
Previous professional experience:
HR Director -COSMOTE Technical Services S.A. Business Partner (1.2022 - present) - OTE & DT Group
HR Senior Manager -Technology Run & Operations Business Partner (1.2012-12.2021) - OTE & DT GROUP.
HR Senior Manager -Group Training & Development Systems (8.2010 - 1.2012) – COSMOTE Group
HR Training Manager (9.2008 - 8.2010) – COSMOTE Group
HR Development Systems Supervisor (10.2007 - 9.2008) – COSMOTE Group
1.2005 -10.2007 HR Generalist – Praktiker Hellas S.A.
9.2004 -1.2005 HR Manager – Carrefour Hellas S.A.
1.2001 – 9.2004 HR Specialist - EVGA. S.A. (Filippou Investments Group)
2000-2001 Lecturer (Tourism Law, Marketing, Management) - Avgerinopoulou Vocational Education Institute (IIEK)
Previous Roles/Positions
1989-2000 Full/part time & temporary jobs in parallel to my Academic Studies: Administration Officer - International Baccalaureate Organisation (Cardiff, UK), Hotel employee - Ledra Marriott Hotel, Printing house Employee - Tr. Georgallides Co, Assistant Supervisor of Production - Sandy Cosmetics Co.
Education/ Training:
1999 - 2000 MSc in Human Resource Management*
Cardiff University (U.K.)
Business School
1994 - 1998 Political Science, International and European Studies**
University of Athens (GR)
School of Law, Economics & Political Science
1989 - 1994 Tourism Management
University of Patras (GR)
School of Business Administration & Economics
1986 - 1989 6th Lyceum of Athens
Annual Financial Report for the period 1/1/2025 to 31/12/2025 282
Collaborations - Participation in Teams / Professional Awards:
•HR Awards Winner – Best Team Building Initiatives (2023), Best Talent Management Strategy & Initiatives (2018).
•Internal Communication & Employee Engagement Awards - Best Benefits/EVP Communication (2024).
•COSMOTE Awards Winner - Digital Telco (2021), CTS Forward (2023).
•Founding Member of the Negotiator’s Association of Greece (2016).
•Member of the Greek People Management Association (2010- ), Member of E.E.D.E- Institute of Human Resource Management (2001-2005).
•Junior Achievement International Volunteer - Lecturer on entrepreneurship to High school students, S.E.V & E.P.I. (2003).
•Assistant Researcher at the Centre of European & International Information of the Institute of European and Foreign Policy-ELIAMEP (1997 – 1998).
•Contributor to the International Relations Tribune (1997-1999) (Academic Journal, Greece).
•Member of S.A.F.I.A. (Student Association for International Affairs) (1997-1999).
Languages: English (Bilingual), German (Basic Knowledge), Greek (Native Language)
- English: Cambridge Certificate of Proficiency, Grade A
- French: D.E.L.F.
- Italian: C.E.L.I. 2, Universita di Perugia, Grado B
- Greek: Native speaker
Website where this resume is posted:
Resume/Curriculum Vitae
15.11 Information on the participation of the members of the Board of Directors in its meetings and in the meetings of the Committees of article 10 of L.4706/2020 with detailed reference of each member separately
The following table provides information on the attendance of the members of the Board of Directors at its meetings for the financial year 2025.

Composition of the Board of Directors | Title | Board of Directors Meetings in 2025 Total 15 | Rate of attendance at meetings
Vassilios Fourlis, son of Stylianos | Chairman of the Board of Directors, Executive Member | 15 | 100%
Dafni Fourlis of Anastasios | Vice-Chairman of the Board of Directors, Executive Member | 15 | 100%
Lida Fourlis, daughter of Stylianos | Director, Executive Member, Chairman of the Sustainability Committee | 15 | 100%

Annual Financial Report for the period 1/1/2025 to 31/12/2025 283

Composition of the Board of Directors | Title | Board of Directors Meetings in 2025 Total 15 | Rate of attendance at meetings
*Ioannis Vasilakos, son of Dimitrios | Chief Executive Officer, Executive Member, Member of the Sustainability Committee, Member of the Digital Transformation Committee | 8 | 100% (since 1/7/2025)
* Dimitrios Valachis, son of Efstratios | Chief Executive Officer, Executive Member, Member of the Sustainability Committee, Member of the Digital Transformation Committee | 7 | 100% (until 30/6/2025)
Stavroula Kampouridou, daughter of Alexandros | Director, Independent Non-Executive Director, Member of the Audit Committee, Member of the Digital Transformation Committee | 15 | 100%
Stylianos Stefanou, son of Markos | Independent Vice-Chairman, Independent Non-Executive Member, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee | 15 | 100%
Maria Georgalou, daughter of Sofoklis | Director, Member of the Audit Committee, independent non-executive director | 15 | 100%
Nikolaos Lavidas, son of Panagiotis | Director, Independent Non-Executive Director, Chairman of the Nomination and Remuneration Committee, Member of the Digital Transformation Committee | 15 | 100%
Konstantinos Paikos, son of Petros-Elias | Director, Independent Non-Executive Director, Member of the Nomination and Remuneration Committee, Member of the Sustainability Committee, Member of the Digital Transformation Committee | 15 | 100%

*Mr. Valachis Dimitrios attended all the Board of Directors' meetings during the period 1/1/2025-30/6/2025 and left the company. Accordingly, Mr. Vasilakos Ioannis attended all the Board of Directors' meetings since 1/7/2025 when he took office.
The following table provides information on the participation of members in the meetings of the Committees of article 10 of L.4706/2020, namely the Audit Committee and the Nomination and Remuneration Committee for the financial year 2025:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 284

Composition of the Audit Committee | Title | Audit Committee meetings in 2025 Total 7 | Rate of attendance at meetings
Stylianos Stefanou, son of Markos | Independent Vice-Chairman, Independent Non-Executive Member, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee | 7 | 100%
Maria Georgalou, daughter of Sofoklis | Director, Independent Non-Executive Member, Member of Audit Committee, | 7 | 100%
Stavroula Kampouridou, daughter of Alexandros | Director, Independent Non-Executive Director, Member of the Audit Committee, Member of the Digital Transformation Committee | 7 | 100%

Composition of the Nominations and Remuneration Committee | Title | Nominations and Remuneration Committee meetings in 2025 Total 8 | Rate of attendance at meetings
Nikolaos Lavidas, son of Panagiotis | Director, Independent Non-Executive Member, Chairman of the Nomination and Remuneration Committee | 8 | 100%
Stylianos Stefanou, son of Markos | Independent Vice-Chairman, Independent Non-Executive Member, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee | 8 | 100%
Konstantinos Paikos, son of Petros-Elias | Director, Independent Non-Executive Member, Member of the Nomination and Remuneration Committee, Member of the Sustainability Committee, Member of the Digital Transformation Committee | 8 | 100%

In addition, information is provided on how members can participate in the meetings of the Digital Transformation and Sustainable Development Committees for the FY 2025:

Composition of the Digital Transformation Committee | Title | Meetings of the Digital Transformation Committee in 2025 Total 4 | Rate of attendance at meetings

Annual Financial Report for the period 1/1/2025 to 31/12/2025 285

Konstantinos Paikos, son of Petros-Elias | Director, Independent Non-Executive Member, Chairman of the Digital Transformation Committee, Member of the Nomination and Remuneration Committee, Member of the Sustainability Committee, | 4 | 100%
Stavroula Kampouridou, daughter of Alexandros | Director, Independent Non-Executive Director, Member of the Audit Committee, Member of the Digital Transformation Committee | 4 | 100%
Ioannis Vasilakos, son of Dimitrios | Chief Executive Officer, Executive Member, Member of the Sustainability Committee, Member of the Digital Transformation Committee | 4 | 100%

Composition of the Sustainability Committee | Title | Meetings of the Sustainability Committee in 2025 Total 3 | Rate of attendance at meetings
Lida Fourlis, daughter of Stylianos | Director, Executive Member, Chairman of the Sustainability Committee | 3 | 100%
Ioannis Vasilakos, son of Dimitrios | Chief Executive Officer, Executive Member, Member of the Sustainability Committee, Member of the Digital Transformation Committee | 3 | 100%
Konstantinos Paikos, son of Petros-Elias | Director, Independent Non-Executive member, Member of the Nomination and Remuneration Committee, Member of the Sustainability Committee, Chairman of the Digital Transformation Committee | 3 | 100%

15.12 Information on the number of shares held by each member of the Board of Directors and each senior executive officer (manager) in the Company
The following table provides information on the number of shares held by the members of the Board of Directors and the main executives as of 31/12/2025. The table includes indirect holdings as well.

Full Name | Title | Direct Position 31/12/2025 | Indirect participation
Vassilios Fourlis, | Chairman of the Board of Directors, Executive Member | 259.422 | 610.000
Dafni Fourlis, | Vice-Chairman of the Board of Directors, Executive Member | 9,016,116 | -

Annual Financial Report for the period 1/1/2025 to 31/12/2025 286

Full Name | Title | Direct Position 31/12/2025 | Indirect participation
Lida Fourlis, | Chief Executive Officer, Executive Member | 816.504 | 50.000
Panagiotis Katiforis | Chief Executive Officer of HOUSEMARKET, member of the Executive Committee | 80.741 | -
Evangelos Batris | CEO of SPORTSWEAR MARKET, member of the Executive Committee | 148.480 | -
Elena Pappa | Director of Investor Relations and Corporate Communications, member of the Executive Committee | 18.662 | -
Maria Theodoulidou | Director of Procurement and Corporate Governance, Company Secretary and member of the Executive Committee | 22.557 | -
Spiliotopoulou Sofia | Head of WELLNESS MARKET Business Unit, member of the Executive Committee | 19.500 | -
Latsou Anastasia Stavroula | Director of Finance | 4.333 | -

The senior executives who do not hold shares of the Company are Mr. Athanasios Vlasis, Mr. Alexandros Stergiou, Mr. Vassilios Kouktzoglou, Mr. Haris Thomopoulos and Mrs Chrysanthi Triantafyllou.
15.13 Confirmation that the independent non-executive members of the Board of Directors meet the independence requirements under article 9 of Law 4706/2020 prior to the publication of the annual financial report 2025 with explicit reference to the date of the meeting of the Board of Directors, when the review was carried out
The Board of Directors confirmed that the independent non-executive members of the Board of Directors fulfilled the independence requirements under article 9 of Law 4706/2020, prior to the publication of the 2025 annual financial report, and in particular at the meeting dated 26/1/2026.
15.14 References and reports of the independent non-executive members of the Board of Directors pursuant to article 9 of Law 4706/2020
The independent non-executive members of the Board of Directors, since the entry into force of Law 4706/2020, are obliged to submit reports and statements to the ordinary or extraordinary General Assembly of the Company, either jointly or individually.
The content of the above reports must include, at a minimum, a reference to their obligations, as described in article 7 of Law 4706/2020: the non-executive members of the Board of Directors, including the independent non-executive members, have, in particular, the following obligations:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 287
a) Monitor and review the Company's strategy and its implementation, as well as the achievement of its objectives;
b) Ensure the effective supervision of the executive members, including monitoring and controlling of their performance;
c)examine and express opinions on proposals submitted by executive members on the basis of existing information.
15.15 Evaluation of the Internal Control System based on article 4 of Law 4706/2020 and the decision no. 1/891/30.9.2020 of the Hellenic Capital Market Commission, as currently applicable
The Company has a specific procedure for the periodic evaluation of the Internal Control System (ICS) by an objective, independent, certified and sufficiently experienced evaluator as defined in article 9 and article 14 of Law 4706/2020 and specified by the decision no.1/891/30.9.2020 of the Board of Directors of the Hellenic Capital Market Commission. In addition, the Company has a specific procedure for the proposal, selection and approval of the reviewer of the ICS.
The procedure for the periodic evaluation of the ICS shall specify the subjects to be evaluated, the format and recipients of the evaluation report, the periodicity, the assignment procedure to the independent evaluator and the subsidiaries included in the evaluation.
Objects for the Evaluation of the ICS
The evaluation items as defined in the Company's ICS evaluation procedure are the following:
Control Environment:
The assessment of the Company's control environment focuses on:
•The framework of integrity and ethical values within which the decisions of the Board of Directors are taken and the monitoring procedures for their faithful observance;
•The organisational structure of the Company, through which the areas of responsibility of the business units - directorates, the control of their operations and the reporting lines are defined;
•The structure, organisation and functioning of the Board of Directors, with regard to its relations with the executive management, the supervision of the ICS and its composition;
•The corporate responsibility by which the Company's top executive management establishes its organisational structure to achieve the corporate objectives;
•Human resources, with regard to recruitment, remuneration, training and performance evaluation policies.
The control environment is the foundation of the Internal Control System (ICS) applied by the Company. It influences the way business strategies and objectives are developed, the structure of corporate processes and the process of identifying, assessing and fully managing business risks. It also influences
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the design and operation of the control activities, the information and communication systems and the monitoring mechanisms of the Internal Control System (ICS).
The control environment is essentially the sum of many individual elements that determine the overall organization and way of management and operation of the Company.
Risk Management
The assessment of the ICS focuses on the risk assessment procedures, the Company's risk response procedures and the risk development monitoring procedures.
In particular, the role, operation and responsibilities of the Risk Management Unit and its practices are evaluated.
The adequacy and effectiveness of the Company's Internal Control System (ICS) is based on: a) the nature and extent of the risks it faces, b) the extent and categories of risks that the Board of Directors deems acceptable to assume, c) the materialisation likelihood of the aforementioned risks, d) the Company's ability to reduce the impact of the risks that are ultimately materialized, and e) the cost of operating specific control activities, in relation to the benefit from the risk management.
The Risk Assessment is based on the determination of objective business purposes by the Company's executive management. Based on these, the significant events that may affect them should be identified, the relevant risks should be assessed and the Company's response to them should be decided.
Control Activities
The assessment of the security control activities of the ICS focuses on issues of conflict of interest, segregation of duties and security of the Company's information systems.
The control activities are the policies, procedures, techniques and mechanisms that are put in place to ensure that the decisions of the Board of Directors regarding the management of risks that threaten the achievement of the Company's objectives are implemented. They apply to the entire Company and are performed by executives at all levels (Board of Directors, Management, other employees) and in all corporate business activities.
The control activities consist of several categories of actions that vary in cost and degree of effectiveness, depending on the circumstances. They include approvals, authorizations, confirmations, reviews of operational performance, asset security. They are part of employees' daily work and are incorporated into company policies and procedures, which should be reviewed periodically in order to be appropriately updated.
Any control activity applied must be linked to the existence of a relevant risk, otherwise its operation imposes costs (direct or indirect) on the company, without providing any benefit in terms of achieving its business objectives. When choosing between possible alternative control activities to cover a risk, the cost-benefit ratio shall be taken into account.
Information & Communication System
The evaluation of the Company's ICS, in terms of the effectiveness of information and communication,
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focuses on the effectiveness of the process of developing and disseminating both financial and non-financial information.
An element of the Internal Control System (ICS) is the manner in which the Company ensures the identification, collection and communication of information, in a time and manner that allows its various executives to perform their responsibilities. This flow can be in all directions, within (top-down, bottom-up, horizontal) and outside of the Company to shareholders, investors and supervisory authorities.
Monitoring of the ICS
The evaluation of the Company's ICS also aims at the effective operation of the mechanisms and structures of the Company that are in charge of the continuous evaluation of the elements of the ICS, namely the Audit Committee, the Internal Audit Department and the Compliance Unit.
The monitoring of the Company's Internal Control System (ICS) consists in the continuous assessment of the existence and operation of the components of the internal control framework. This is achieved through a combination of ongoing supervisory activities, but also individual assessments. The identified deficiencies of the Internal Audit System are communicated to the Company's higher levels, while the most significant ones are communicated to the top management and the Board of Directors.
With regard to the Audit Committee, the evaluation focuses on the process of monitoring the effectiveness of the entire ICS with which the Committee is entrusted.
With regard to the Internal Audit Department, the evaluation focuses on compliance with Articles 15 and 16 of Law 4706/2020 and in particular:
•The existence and implementation of the Internal Audit Unit's Charter of Operation approved by the Company's Board of Directors;
•The integration of the Internal Audit Unit's operation into the Company's governance framework, its organisational independence and staffing adequacy;
•An overview of tools and techniques used by the Internal Audit Unit;
•The overview of a combination of knowledge and skills of the staff employed in the Internal Audit Unit;
•The overview, on a sample basis, of the audit reports of the Internal Audit Unit of the Company and its subsidiaries as to their timely submission as well as their appropriateness and completeness in accordance with the provisions of article 16 of L. 4706/2020.
With regard to the Compliance Unit, the assessment focuses on compliance with the corporate governance provisions of L. 4706/2020 and in particular:
•its independence, access to all necessary sources of information, timely and accurate communication of its findings, and training and information to monitor the effective adoption and rigorous implementation of changes made in the regulatory framework;
•the adequacy of staffing with personnel with sufficient knowledge and experience to carry out these responsibilities;
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•the existence of an annual action plan approved by the Audit Committee and the monitoring of its implementation.
Periodicity of the evaluation of the ICS
The periodic evaluation of the Internal Control System (ICS) is carried out in particular with regard to the adequacy and effectiveness of financial and non-financial reporting, on an individual and consolidated basis, with regard to risk management and regulatory compliance, in accordance with recognised evaluation and internal control standards, as well as the implementation of the corporate governance provisions of the applicable legal framework. The assessment of the Internal Control System is performed by an independent person with proven relevant professional experience, in accordance with the best international practices (including but not limited to the International Standards on Auditing, the Framework of International Standards on Internal Audit and the COSO Internal Control Framework System).
The Board of Directors of the Company is responsible for the adequate and effective operation of the Corporate Governance System and the Internal Audit System as defined in Articles 1 to 24 of Law 4706/2020. As part of this responsibility, the Board of Directors shall establish a periodic evaluation of the ICS every three (3) years with a first reporting period of 17/7/2021 to 31/12/2022 completed within 2023 and a second reporting period of 1/1/2023 - 31/12/2025, completed in February 2026.
In any case, the evaluation of the ICS is part of the overall evaluation of the Company's Corporate Governance System, in accordance with article 4 par. 1 of L. 4706/2020. The Corporate Governance System of the Company was assessed in 2023 for the period 17/7/2021 - 31/12/2022 and in 2026 for the period 1/1/2023 - 31/12/2025.
The Board of Directors of the Company is obliged to cooperate with the Hellenic Capital Market Commission in the event that the latter requires an evaluation of the Company's ICS on a case-by-case basis.
Procedure for Assigning the evaluation of the ICS
The procedure of proposing, selecting, approving and ultimately assigning the evaluation of the ICS is initiated by the Company's Board of Directors' order to the Chief Executive Officer to obtain three (3) written and signed proposals from objective, independent, proven, certified and sufficiently experienced evaluators. The Evaluators are legal or natural persons or an association of persons.
Subsequently, the CEO of the Company, with the assistance of the Company's Corporate Governance Director, collects up to three (3) written and signed offers from evaluators who meet the following specific regulatory criteria as clearly defined in article 9 of L.4706/2020 and in the decision no.1/891/30.9.2020 of the Board of Directors of the Hellenic Capital Market Commission:
•Independence (article 9 of Law 4706/2020). Indicative signs of independence are:
✓Not holding, directly or indirectly, more than zero point five percent (0.5%) of the Company's share capital in terms of voting rights;
Annual Financial Report for the period 1/1/2025 to 31/12/2025 291
✓freedom from any financial, business, family or other type of dependency relationship with the Company, its Board of Directors or its senior management, which could influence their decisions;
•Objectivity (Decision 1/891/30.9.2020); Impartial attitude and mindset. In the context of ensuring independence and objectivity, the evaluation of the ICS cannot be carried out by the same Evaluator for a third consecutive evaluation.
•Certification and adequacy of knowledge and resources (Decision 1/891/30.9.2020). The head of the project team leading the ICS evaluation project and in any case the signatory of the evaluation should have the appropriate professional certifications (depending on the professional standards relied upon) and proven relevant experience (such as for example in ICS evaluation projects and corporate governance structures). The Evaluator also takes all necessary measures to ensure that during the execution of the project the persons involved have appropriate knowledge and experience in the tasks assigned to them and that appropriate quality assurance systems, adequate human and material resources and procedures are used and applied in order to ensure the continuity, regularity and quality of the execution of the works.
The next step of the assignment process is the proposal of the Company's CEO to the Company's Audit Committee as to the appropriate evaluator based on the regulatory criteria mentioned above as well as technical and financial criteria.
The Company's Audit Committee reviews the proposal of the CEO and in turn makes a recommendation to the Company's Board of Directors, which is ultimately responsible for the selection of the evaluator and the assignment of the evaluation of the ICS.
The selected evaluator then initiates the project and concludes with the evaluation report described below.
Evaluation Report of the ICS and Recipients
The ICS Evaluation concludes with a summary and a detailed report covering all the findings and potential risks related to the evaluation objects. The two reports shall necessarily indicate the time of their preparation, the reference date of the evaluation and the period covered.
The recipients of the summary and detailed report are the Board of Directors and the Audit Committee of the Company.
The Company shall submit without delay to the Hellenic Capital Market Commission, and in any case within three (3) months from the date of the report of the evaluation report, the summary of the report and, if required, the whole report.
The annual Corporate Governance Statement includes a report on the results of the Evaluation Report.
Significant Subsidiaries included in the ICS Evaluation
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According to article 2 of Law 4706/2020, a significant subsidiary of the Company is defined as one that has or may have a material effect on the financial position or performance or the business activity or the general economic interests of the Company. Also, in accordance with the decision 1/891/30.9.2020 of the Board of Directors of the Hellenic Capital Market Commission, the ICS evaluation includes, in terms of scope and periodicity, the significant subsidiaries of the Company.
The Company defines significant subsidiaries as those subsidiaries that cumulatively meet the following criteria:
•Their contribution to the total turnover is at least 25% and
•Their contribution to total assets is at least 25% and
•Their contribution to the total number of employees is at least 25%.
These criteria shall be reassessed every three years.
In the context of the second evaluation of the Corporate Governance System and the Internal Control System, HOUSEMARKET SA is defined as a significant subsidiary of the Company. The evaluation range includes the application of article 14 of Law 4706/2020.
Second Evaluation of the ICS
The second evaluation of the ICS was assigned to ERNST & YANG (HELLAS) under the 9/9/2025 contract. The purpose of the work of "ERNST & YOUNG (HELLAS)" with T.I.N. 094316657 is to obtain assurance on behalf of your Company regarding the adequacy and effectiveness of the Company's ICS, in accordance with the provisions of case no. (i) of par. 3 and of par. 4 of article 14 of L. 4706/2020, the Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission and the Decision 2/917/17.06.2021 amending the Decision No. 1/891.
The overall project was led by Ms Kyriaki Katsani, Partner with CPA (SOEL) Reg.No. 44231, who participated in all stages of the project and was responsible for the final approval and signing of the deliverables.
Kyriaki is a Partner in the Audit Services Department of EY Greece and Head of Special Investigations and Corporate Compliance Services. She has more than 25 years of professional experience in audit, assurance and consulting services.
She is a Certified Public Accountant and a Certified Fraud Examiner (CFE) by the Association of Certified Fraud Examiners (ACFE).
She holds the IFRS Diploma from the ACCA and the Postgraduate Diploma in Professional Education provided by the Institute (Organisation) of Chartered Certified Public Accountants (CPA) (SOEL).
She is a member of the Institute of Internal Auditors (IIA), a member of the Institute of Certified Public Accountants (SOEL), a member of the Hellenic Economic Chamber and has a Class A signature right.
Kyriaki has been a speaker at numerous conferences, EY trainings, corporate events and webcasts, as well as university workshops, actively enhancing the professional community with her knowledge and experience.
She has extensive expertise in External Audit of Financial Statements, Internal Audit and Safeguards
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(Control Activities), Financial Fraud Investigation, Compliance Audits and Corporate Governance issues of listed companies in Greece.
She has provided a wide range of services, including regular IFRS and US GAAP audits, special audits and compliance audits of listed companies in European and US markets, covering a wide range of portfolios and business sectors.
With respect to independence, ERNST & YOUNG (HELLAS) confirms that as a Company and/or as individuals employed by the Company, EY does not have any relationship or have entered into any form of transaction or have any financial interest in relation to the Company that would prohibit it from providing the specified Services, as required by ERNST & YOUNG (HELLAS)’s Code of Ethics and the International Federation of Accountants' Code of Professional Conduct. In the event that circumstances are identified where independence is threatened, ERNST & YOUNG (HELLAS) undertakes to take all necessary measures to reduce to an acceptable level or eliminate the risk of undermining its independence. In addition, it has the right to terminate with immediate effect the relevant Agreement it has signed with the Company, in whole or in part, if it reasonably determines that it can no longer provide the Services in accordance with applicable law or our professional obligations.
The methodological approach included four (4) stages:
•Investigation and assessment of the current situation;
•Identification of weaknesses and preparation of a gap analysis report;
•Communication and review of findings with competent units of the Company;
•Drafting of the ICS Evaluation Report.
The conclusion of the Evaluation Report on the Adequacy and Effectiveness of the ICS was unconditional since no material weaknesses were identified and the relevant Analytical Report dated 27/2/2026 was submitted to the Board of Directors and the Audit Committee of the Company and its summary was submitted to the Hellenic Capital Market Commission, in accordance with the deadlines of L.4706/2020 and the decision 1/891/30.9.2020 of the Hellenic Capital Market Commission.
15.16 Evaluation of the Corporate Governance System according to article 4 of Law 4706/2020
Second Evaluation of the CGS
The evaluation of the CGS is carried out internally by the Company's Internal Audit Department with the assistance of any other Departments required and with the supervision of the Audit Committee.
In accordance with the Policy and Procedure for the periodic evaluation of the adequacy and effectiveness of the Corporate Governance System established and implemented by the Company and approved by the Board of Directors (BoD) on 15/5/2023, an assessment of the Company's compliance with the applicable institutional and supervisory requirements of corporate governance (L. 4706/2020 and Decision 1/891/30.09.2020 of the HCMC’s Board of Directors), in order to address the impact of any failure to comply with them.
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In accordance with L. 4706/2020 (article 4 par. 1) "The Board of Directors shall define and supervise the implementation of the Corporate Governance System under the provisions of Articles 1 to 24, monitor and evaluate periodically at least every three (3) financial years its implementation and effectiveness, taking appropriate actions to address any deficiencies". In the above context, the scope of the CGS evaluation is determined by the Board of Directors supported by the Company's Procurement and Corporate Governance Department.
Scope of Control & Methodology
The subject of this study was the evaluation of the adequacy and effectiveness of the Company's Corporate Governance System (CGS), in accordance with the provisions of:
i.The Policy and Procedure for the periodic evaluation of the adequacy and effectiveness of the Company's Corporate Governance System;
ii.The Law No. 4706/2020;
iii.The Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission (HCMC);
iv.The Hellenic Code of Corporate Governance of the Hellenic Corporate Governance Council
and based on the Report and the results of the Evaluation of the Adequacy and Effectiveness of the Internal Control System conducted by EY, completed in February 2025 and the reports and annual reports of the Internal Audit Unit for the years 2023, 2024 & 2025. The second evaluation period covered the period from 1/1/2023 to 31/12/2025.
In particular, the following areas were evaluated:
1.Evaluation of the adequacy and effectiveness of the Internal Control System (ICS);
2.Maintenance of approved and updated conflict of interest procedures and ensuring that any cases of conflict of interest are identified, investigated and managed within a reasonable period of time;
3.Adequacy and effectiveness of shareholder communication mechanisms;
4.Maintenance of an approved and updated remuneration policy in accordance with the requirements of the institutional and supervisory framework and its application to the remuneration (regular and extraordinary) of the persons covered by the policy;
5.Adherence to an approved and updated Fit and Proper policy and implementation of the suitability assessment criteria;
6.Composition, organisation and operation of the Board of Directors;
7.Organisation and operation of the Committees of the Board of Directors;
8.Maintenance of an updated and duly approved Charter of Operation of the Company in compliance with the minimum content required by the institutional and supervisory framework and of its major subsidiaries;
9.Compliance with the provisions of Article 22 of L. 4706/2020 in the case of share capital increases with cash payment or bond issue with public offer and publication of a prospectus;
10.Compliance with provisions in cases of disposal, through one or more transactions, of assets that fall under the provisions of Article 23 of Law 4706/2020;
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11.Adoption and implementation of a code of corporate governance prepared by a reputable body.
The audit was conducted in accordance with the International Standards for the Professional Practice of Internal Auditing, as issued by the Institute of Internal Auditors. These Standards require that we plan and perform the audit in order to form a reasonable, but not absolute, opinion on whether the audited entity's system of internal control is adequate, effective or efficient in all significant respects.
Conclusion
Based on the work performed, as well as the evidence obtained, on the assessment of the adequacy and effectiveness of the Company's CGS, for the period 1/1/2023 - 31/12/2025, nothing has come to the attention of the Internal Audit Department that could be considered as a material weakness of the Company's CGS in accordance with the Regulatory Framework.
Within this analytical report, further findings, which do not constitute material weaknesses as required by the Regulatory Framework, have been recorded and included, accompanied by relevant analyses, risks and their consequences and the Company's management response to them, including relevant action plans with clear timelines where deemed necessary.
The relevant Analytical Report was submitted to the Board of Directors and the Audit Committee of the Company in March 2023.
The third evaluation of the CGS will cover the period from 1/1/2026 to 31/12/2028 and will take place within 2029.
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16.Report of the Acts of the Audit Committee of FOURLIS HOLDINGS SA for the financial year 2025 (1/1-31/12/2025)
To the Ordinary General Assembly of the Shareholders of the year 2026
Ladies and Gentlemen Shareholders,
This report of the Audit Committee covers the twelve months of the financial year (1/1-31/12/2025). The report has been prepared and is in accordance with the provisions of Law 4449/2017 as amended by article 75 of Law 4706/2020 and aims to inform you about the acts of the Audit Committee based on its prescribed responsibilities.
More specifically:
During the year 2025, the Audit Committee met seven (7) times.
The Internal Audit Director attended all meetings of the Committee. Depending on the issues of the meetings, the heads of the units responsible for Financial Reporting, Non-Financial Reporting (Sustainability Reporting), IT, Information Systems Security, Risk Management, Regulatory Compliance, Corporate Governance, Sustainable Development as well as the statutory auditors/accountants were invited to participate, where deemed necessary.
The relevant information material (internal audit reports, management reports, auditors' reports and presentations, financial and non-financial information, etc.) was distributed to the members of the Commission in time for them to be able to express their informed opinions. Minutes were kept for the meetings of the Audit Committee in which the issues discussed and approved by the Members present were recorded.
The Audit Committee consists of three independent non-executive members of the Board of Directors. The Board of Directors reviewed the fulfillment of the independence requirements of the members of the Committee for the financial year 2025, under article 9 par. 3 of Law 4706/2020, at the meeting at which the financial statements for the 2024 financial year were approved. The members of the Audit Committee as a whole, have proven sufficient knowledge in the sector in which the Company operates, the Chairman and one member of the Committee have sufficient knowledge and experience in auditing and accounting, while the other member of the Committee has knowledge and experience in technology, information systems and information security.
The following table provides information on the attendance of the members at the meetings of the Audit Committee for the financial year 2025.
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Composition of the Audit Committee | Title | Audit Committee meetings in 2025 Total 7 | Rate of attendance at meetings
Stylianos Stefanou, son of Markos | Independent Vice-Chairman, Independent Non-Executive Member, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee | 7 | 100%
Maria Georgalou, daughter of Sofoklis | Director, Independent Non-Executive Member, Member of Audit Committee | 7 | 100%
Stavroula Kampouridou, daughter of Alexandros | Director, Independent Non-Executive Director, Member of the Audit Committee, Member of the Digital Transformation Committee | 7 | 100%

An external evaluation of the Audit Committee was carried out by EY during the second evaluation of the Internal Control System according to article 14 par. i of L.4706/2020. The conclusion of the Evaluation Report on the Adequacy and Effectiveness of the Internal Control System was unconditional.
The Audit Committee conducts an annual self-assessment of its effectiveness and the results are discussed at the Board of Directors. In addition, as part of the collective evaluation of the Board of Directors, the members of the Board of Directors also evaluate its Committees and the results are discussed at the Board of Directors. For the financial year 2025, both the results of the Audit Committee's self-assessment and the results of the evaluation by the members of the Board of Directors were discussed at the meeting of the Board of Directors dated 24/11/2025.
In the exercise of its responsibilities, the Audit Committee had full and unhindered access to all necessary information and was provided with the necessary resources and infrastructure for its effective operation.
The Secretary of the Board of Directors of the Company acts as Secretary of the Committee and attends all meetings of the Committee and keeps the minutes of the Committee.
During the financial year 2024, the members of the Audit Committee held a total of seven (7) meetings, during which they have discussed the following issues:
•Meeting dated 14/1/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee
-Issue 2nd: Briefing of the Audit Committee members on the progress of the implementation of the corrective actions related to the security incident dated 27/11/2024
-Issue 3d: Internal Audit A. Approval of the Internal Audit Unit's budget for the year 2025 B. Approval of the Internal Audit Unit training plan for the year 2025 C. Progress of implementation of the project for adaptation to the revised International Standards for the Professional Practice of Internal Auditing
•Meeting dated 4/4/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee
-Issue 2nd: External Audit - Annual Financial Statements 2024 - Report on the acts of the Audit
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Committee 2024 A. Supplementary Report of the External Auditors to the Audit Committee of FOURLIS HOLDINGS SA pursuant to article 11 of EU Regulation no. 537/2014 for the financial year 2024 B. Annual Financial Report 1/1 - 31/12/2024 of FOURLIS HOLDINGS SA: Evaluation of the drafting process and review in terms of completeness and application of accounting principles C. Report - Proposal of the Audit Committee to the Board of Directors of FOURLIS HOLDINGS SA dated 8/4/2024 on the approval of the Financial Statements 2024
-Issue 3d: Internal Audit A. Informing the Audit Committee on the progress of internal audits carried out by external partners B. Report on the FOURLIS HOLDINGS SA internal audit work for the period 16 November 2024 - 15 March 2025 C. Implementation of Corrective Measures -(Action Plan Status Update) D. Planning of the FOURLIS HOLDINGS SA internal audit projects for the period March - May 2025 E.Report on the results of the internal audit work of FOURLIS HOLDINGS SA for the audit year 2024, F. Report of the Audit Committee on Internal Audit work and findings to the Board of Directors of FOURLIS HOLDINGS SA dated 7/4/2025 G. Revision of the Charter of Operation of the IAU (IA Charter) H. Revision of the Internal Audit Procedures Manual (Internal Audit Manual) I. Approval of the job descriptions of all the positions included in the organization of the IAU J. Planning the evaluation of the Head of Internal Audit K. Approval of the Audit Committee's Report on Acts for the year 2024
-Issue 4th: Regulatory Compliance - Risk Management A. Annual Regulatory Compliance Report including the Report on the Personal Data Regulation Report for the year 2024 B. Regulatory Compliance Planning including GDPR for the year 2024 C. Annual Whistleblowing System Report for the year 2023 D. Annual Report on Fraud Cases for the year 2024 in FOURLIS Group companies E. Annual Risk Management Report for the year 2024 F. Risk Management Unit project planning for the year 202
-Issue 5th: ESG information
-Issue 6th: Other issues A. Approval to obtain non-audit services from the audit company performing the statutory audit of the Financial Statements (#110)
•Meeting dated 23/5/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee
-Issue 2nd: External Audit - Annual Financial Statements 2023 - Report on the Acts of the Audit Committee 2023 B. Management letter for the financial year 2024
-Issue 3d: Informing the Audit Committee on the Group Consolidated Financial Statements for the A’ quarter of 2025 of FOURLIS HOLDINGS SA
-Issue 4th: Internal Audit A. Revision of the Annual Internal Audit Plan (IA Plan 2025) B. Informing the Audit Committee on the progress of the internal audits conducted by external partners C. Report on FOURLIS HOLDINGS SA’s internal audit work for the period 16 March - 15 May 2025 D. Status of Implementation of Corrective Measures (Action Plan status update) E. Scheduling of FOURLIS HOLDINGS SA’s internal audit projects for the period May - August
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2025 F. Report of the Audit Committee on Internal Audit works and findings to the Board of Directors of FOURLIS HOLDINGS SA dated 26/5/2025 G. Planning for the evaluation of the Internal Audit Unit / Head of Internal Audit H.
-Issue 5th: Regulatory Compliance A. Report on the results of the Regulatory Compliance Unit for the A quarter of 2025 and Planning for the B quarter of 2025 B. Informing the AC on the progress of the audit conducted by an external partner on the processors of customer personal data on behalf of the Group companies C. Informing the Audit Committee on the scheduling of on-site audits on the processors of customer personal data on behalf of the Group companies D. Establishment of a register of required Licences for the store operation of all Group subsidiaries in all countries of operation
-Issue 6th: External evaluation of the Internal Control System (ICS)
•Meeting dated 15/7/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee
-Issue 2nd: Briefing of the Audit Committee on Information Security, Cybersecurity and IT Strategy A. Strategic Vision for Information Security and Cybersecurity B. Information Security and Cybersecurity Framework C. Key activities carried out so far D. Next steps
-Issue 3d: Evaluation of the Internal Audit Unit / Head of Internal Audit
•Meeting dated 5/9/2025
-Issue 1st: Approval of the minutes of the previous meeting of the AC
-Issue 2nd: External Audit - Group Financial Statements A Half of 2025 - Financial Reporting Procedure A. Presentation by the external auditors on the development of their adjustment plan and the review of the A’ Half of 2025 B. Consolidated Group Financial Statements of the Company for the A’ Half of 2025 C. Presentation of the Audit Committee to the Board of Directors on the Company's semi-annual financial report D. Press Release for the semi-annual financial report of FOURLIS HOLDINGS SA
-Issue 3d: Internal Audit A. Revision of the Annual Internal Audit Plan 2025 B.Informing the Audit Committee on the progress of internal audits performed by external partners C. Report of FOURLIS HOLDINGS SA's internal audit project for the period May 16, 2025 - August 31, 2025 D. Corrective Action Plan status update E. Planning of FOURLIS HOLDINGS SA's internal audit projects for the period September - November 2025 F. Report of the Audit Committee on Internal Audit work and findings to the Board of Directors of FOURLIS HOLDINGS SA dated 8/9/2025 G. Evolution of the procedure for the selection of external partners for the carrying out of internal audits
-Issue 4th: Regulatory Compliance - Risk Management A. Report on the results of the Regulatory Compliance Unit for the B’ Quarter 2025 (until 31/8/2025) and Planning for the C’ Quarter 2025 (since 1/9/2025) B. Briefing of the AC on Risk Management issues
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-Issue 5th: Self-evaluation of the effectiveness of the Audit Committee A. Results of the self-evaluation of the effectiveness of the Audit Committee of the Board of Directors of FOURLIS HOLDINGS SA
-Issue 6th: External evaluation of the Internal Control System (IAC) A. Second evaluation of the Internal Control System by an external evaluator (evaluation period 2023 - 2025) - progress review B. Update of the Internal Control System (ICS) evaluation policy and process
-Issue 7th: Other issues A. Approval to obtain non-audit services from the audit company performing the statutory audit of the Financial Statements (#110 to #111)
•Meeting dated 20/11/2025
-Issue 1st: Approval of the minutes of the previous meeting of the Audit Committee.
-Issue 2nd: Group Financial Statements for the nine-month-period of 2025 - Financial Reporting Procedure A. Determining a meeting with the external auditors to schedule the audit for the financial year 2025 B. Consolidated Group Financial Statements for the period 1/1 - 30/9/2024 of FOURLIS HOLDINGS SA C. Briefing of the AC on the Press Release on the Group's financial results for the period 1/1 - 30/9/2025 D. Briefing of the Audit Committee on the progress in drafting of responses to the Letter with Prot. No.: HCMC 2164 16.9.2025 of the Hellenic Capital Market Commission
-Issue 3d: Internal Audit A. Briefing of the AC on the progress of internal audits carried out by external partners B. Report on the internal audit work of FOURLIS HOLDINGS SA for the period 1 September - 15 November 2025 C. Planning of internal audit projects of FOURLIS HOLDINGS SA for the period November 2025 - March 2026 D. Report of the Audit Committee on Internal Audit works and findings to the Board of Directors of FOURLIS HOLDINGS SA dated 24/11/2025 E. Presentation of the draft of the Internal Audit Plan 2026 to be discussed
-Issue 4th: Evaluations A. Briefing of the AC on the progress of the evaluation of the Company's Internal Control System and its significant subsidiary by EY B. Briefing of the AC on the planning of the evaluation of the Company's Corporate Governance System
-Issue 5th Regulatory Compliance - Risk Management A. Proposed Action Plan of the Regulatory Compliance Unit for the year 2026 B. Report on the results of the Regulatory Compliance Unit for Quarters C’ and D’ (until 20/11/2025) of 2025 C. Proposed Risk Management Unit Action Plan for the year 2026 D.
-Issue 6th: Other issues A. Approval of delivery of non-audit services by the auditing company that conducts the statutory audit of the Financial Statements (#112)
•Meeting dated 15/12/2025
-Issue 1st: Update the AC members on the security incident as of 27/11/2024.
-Issue 2nd: External Audit - Financial and Non-Financial Reporting Procedure A. Meeting with the external auditors to schedule the audit of the FY 2025 B. Meeting with the external auditors to
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schedule the audit of Sustainability Report for the FY 2025 C. Briefing of the AC on the progress in the drafting of responses to the Letter with Prot. No.: HCMC 2164 16.9.2025 of the Hellenic Capital Market Commission
-Issue 3d: Evaluation of the Internal Audit System
-Issue 3d: Internal Audit A. Internal Audit Self Assessment B. Approval of the Annual Internal Audit Program for 2026 C. Approval of the Internal Audit Unit budget for the year 2026 D. Approval of the Internal Audit Unit training plan for the year 2026
The Audit Committee reported the results of all its acts in writing to the Board of Directors with its findings and made specific proposals to implement corrective actions where it deemed appropriate.
In addition, in the financial year 2025:
1. As regards the supervision of the regular audit, the Audit Committee:
•It proposed to the Board of Directors the appointment of the auditing company Grant Thornton for the statutory audit of the Company, the consolidated financial statements and the Sustainability Report for the financial year 2025 as well as for the approval of the remuneration and the terms of employment of the regular auditor under article 44 of Law 4449/2018, as in force.
•It met twice (2) with the statutory auditor of FOURLIS HOLDINGS SA, prior to the publication of its semi-annual financial statements.
•It met once (1) with the statutory auditor of FOURLIS HOLDINGS SA, prior to the publication of its annual financial statements.
•It met once (1) with the statutory auditor of FOURLIS HOLDINGS SA for purposes of updating on the time-schedule and planned audit procedures for the end of the financial year 2025.
•It reviewed Grant Thornton's audit program and audit approach for the mandatory audit for the financial year 2025.
•Upon completion of the annual statutory audit and the semi-annual overview, it received from the regular auditor the supplementary report pursuant to Article 11 of Regulation (EU) 537/2014 with the results of the mandatory statutory audit and the confirmation of its independence and informed the Board of Directors respectively.
•It examined and monitored the independence of the regular auditor and the objectivity and effectiveness of the audit procedure, taking into account the relevant professional and regulatory requirements in Greece.
•It monitored the services provided by the CPAs in the context of the statutory audit and evaluated their performance, taking into account any findings and conclusions of ELTE.
•It reviewed and monitored the implementation of the procedure "Approval of the receipt of non-audit services from the audit firm performing the statutory audit of the individual and consolidated financial statements of the Group companies", approving the receipt of non-audit services in order to ensure the independence of the Statutory Auditors. For the Group, the
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percentage of other fees (non-audit services) in relation to audit services was 3% and for the Company 0%.
2. With regard to the financial and non-financial reporting process and the system of internal control, compliance and risk management, the Audit Committee:
•Before their approval by the Board of Directors, it reviewed the financial statements (corporate and consolidated) of FOURLIS HOLDINGS SA, and taking into account the content of the supplementary report of the Certified Public Auditor, it positively assessed their completeness and consistency and informed the Board of Directors.
•It has been extensively informed by the relevant management bodies and the public auditors on the significant audit issues, significant judgments, assumptions and estimates made in the preparation of the financial statements.
•Before its approval by the Board of Directors, it examined the Sustainability Report of FOURLIS HOLDINGS SA, and taking into account the contents of the Auditor's report, it positively assessed its completeness and consistency and informed the Board of Directors.
•Conducted the evaluation of the nominated audit firms for the assessment of the Internal Control System for the fiscal years 2023 - 2024 - 2025.
•Proposed to the Board of Directors the appointment of the audit firm EY for the evaluation of the Internal Control System for the fiscal years 2023 - 2024 - 2025 and the approval of the remuneration and terms of employment of the evaluator.
•It evaluated the adequacy and effectiveness of the Internal Control System, taking into account the content of the audit reports of the Internal Audit Department.
•It evaluated the adequacy and effectiveness of the Risk Management System. Specifically with regard to the management of the Group's main risks and uncertainties, the Audit Committee assessed the methods used to identify and monitor the risks, the treatment of the main risks through the Internal Control System and the Internal Audit Department and their proper disclosure in the published financial information.
•It evaluated the adequacy and effectiveness of the Regulatory Compliance System.
•It was informed on information systems security issues with emphasis on those related to the production of financial and non-financial information and on the progress of the action plan for the security incident.
3. As regards the supervision of the Internal Audit Department, the Audit Committee:
•Approved the annual audit program of the Internal Audit Department, evaluating the process of its development. It confirmed that the 2025 annual audit plan was prepared based on the main risk categories (people health and safety, strategy, profitability and liquidity, reputation & ethics, regulatory compliance, customers, sustainability, growth and competition, technology
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and information security, operations) faced by the Group companies and systematic application of the COSO ERM methodology adopted.
•It monitored the implementation of the annual audit plan and assessed the effectiveness of the Internal Audit Department through the Head of Department's quarterly reports and the annual report of results.
•It monitored the progress and effectiveness of the audit work, assessing, through quarterly reports, the findings identified, the corrective actions agreed to address the findings and the progress of their implementation.
•It evaluated issues identified by the Internal Audit Department's audits and made specific proposals for further actions to introduce new procedures and controls to permanently eliminate the weaknesses identified, where it deemed necessary.
•It monitored the progress of internal audit projects outsourced to third parties under the co-sourcing model of internal audit work.
•Based on the procurement process carried out, it selected companies to which internal audit projects will be assigned for the fiscal year 2026.
•It approved the compliance plan with the new Internal Audit Standards.
•It confirmed that the current version of the Internal Audit Unit's Charter of Operation is posted on the website (
http://www.fourlis.gr
).
•It was assured of the adequacy of the resources (internal and external) of the Internal Audit Department and was informed of the training plan for its staff.
4. Regarding sustainable development
The Audit Committee was informed about the Group's Sustainable Development Strategy and Policy and the Group's actions on sustainable development issues as well as the targets set and analysed in the Sustainable Development Report.
The company, recognizing that the principles of Sustainable Development are an element of its responsible course and continuous development, has developed a Strategic Sustainable Development Policy that is inextricably linked to its values and mission.
In particular, the Sustainable Development Strategy and Policy, provides for the following:
At Fourlis Group, sustainability is a key pillar of its strategy. The Group is committed to operating responsibly and with respect for the environment, the societies in which it operates and its people. Through innovative practices and sustainable initiatives, it seeks to reduce its environmental footprint and promote sustainability in every aspect of its operation. Its aim is to continue to be dynamic, actively and substantially contributing to the formulation and implementation of the Sustainable Development and Social Responsibility strategy, as an integral part of its corporate culture.
Since 2008, Fourlis Group has been a signatory to the United Nations Global Compact and is committed
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to adopting, supporting and promoting, through its business activities, the 10 Principles.
The Group informs its stakeholders about the work carried out in the field of Sustainable Development by publishing annually a relevant report in accordance with the European Sustainability Reporting Standards (ESRS).
Sustainable Development Policy
Sustainable development has been integrated into the Group's business strategy. The Sustainable Development and Social Responsibility Department designs the Group's Sustainable Development strategy and implements and monitors its implementation as well as the implementation of relevant policies, procedures, practices and programs and coordinates the Group's companies in initiatives and actions in the field of Sustainable Development.
The Fourlis Group conducts a dual materiality analysis as part of its continuous improvement of its approach to sustainable development and social responsibility. For issues arising, it applies a due diligence process that specifies the Group's assessment of significant impacts, risks and opportunities. In addition, it designs the sustainability strategy (commitments, targets, actions and programs) in cooperation with representatives of its subsidiaries.
Through its responsible operation, programs and activities, the Group also contributes to the achievement of the UN Sustainable Development Goals (SDGs).
The Management is committed to the implementation of the Sustainable Development Strategy and Policy at all levels, companies and sectors of the Group's activities.
For the Environment (E)
Environmental protection is a priority for the Fourlis Group. The Group operates responsibly, adopts sustainable practices and invests in technologies that reduce its environmental footprint. With respect for nature and future generations, it promotes sustainability in every aspect of its operations, actively contributing to the protection of the planet.
It assesses the risks and opportunities associated with climate change, an ongoing effort to mitigate and adapt to it.
It incorporates in its strategy activities and actions to reduce its environmental footprint, focusing on the proper management of energy and the reduction of greenhouse gas emissions, the saving of natural resources and recycling of materials, the responsible water consumption.
It offers products that contribute to a sustainable lifestyle.
It raises awareness among employees, customers and the public on environmental protection and the adoption of a sustainable lifestyle.
For all of the above issues, Fourlis Group sets individual sustainable development targets, which it evaluates annually in terms of their effectiveness and revises them when and where necessary, with
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the aim of continuous improvement.
For Group People and Society (S)
For the People of the Group
At Fourlis Group, its people are its cornerstone and driving force. The Group continuously invests in their growth and well-being, creating an environment that fosters innovation, collaboration and personal development. The aim is to create and maintain a culture of respect, inclusion and equal opportunities for all, an environment where everyone feels safe and part of a team in which they can grow professionally and personally.
The Group ensures the creation and preservation of jobs through the development of its activities in Greece and abroad.
It has a Human Rights Policy and respects, defends and promotes internationally recognised human rights through its strategy, the policies it adopts and the initiatives it undertakes.
It offers a working environment of meritocracy and equal opportunities, with fair recruitment, reward and career development policies for all human resources, without discrimination.
It invests in the continuous training and development of its human resources, as well as in their systematic and merit-based evaluation.
It offers health benefits to employees and personalised support in cases of serious health issues and other emergencies.
It implements a Health and Safety Policy for all Group companies in all countries of its operation, providing a healthy and safe working environment.
For the Society
Social responsibility is an integral part of the Group's philosophy. The Group is committed to supporting the societies in which it operates through initiatives that promote education, health and social cohesion. Responding to the needs of society, it seeks to create a better future for all.
The Group is constantly informed about the needs of the citizens and societies in which it operates through established channels of communication and consultation.
It assesses and prioritises needs and then designs and implements programs and actions based on the coverage of real and significant needs of the local community, the number of beneficiaries and the nature of its activities.
It implements social actions that are aligned with the Group's social responsibility strategy.
Responding to emergencies (e.g. pandemic, natural disasters), beyond the established programming of the social responsibility plan.
It encourages and promotes volunteering by its employees.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 306
In addition, the Group offers quality and affordable products. The products marketed by the Group's companies meet international quality and safety standards.
It invests in technology and upgrading of its services, following the rapid changes in consumer habits and the nature of retailing, seeking to meet growing consumer expectations and create a positive customer experience.
It prioritises the health, safety and accessibility of all customers and visitors by implementing a Health and Safety Policy and creating an environment that promotes trust and comfort. It ensures that persons with disabilities can safely stay and move around and be accommodated in its facilities. With these principles, it seeks to provide the best possible experience for everyone.
It is committed to protecting the personal data of its customers, ensuring their security and privacy.
Economic Development and Corporate Governance (G)
Fourlis Group aims to achieve positive financial results, to continue strictly selected investments and to exploit new investment opportunities.
It ensures the continuous improvement of relations with its suppliers by communicating the terms of cooperation and the basic framework of principles and values that should govern the cooperation between them.
Business ethics is the foundation of the Fourlis Group's activities.
The Group has voluntarily decided to apply the Hellenic Code of Corporate Governance for listed companies, which has been prepared by the Hellenic Corporate Governance Council for listed companies, which is a body of recognised prestige.
By adopting best practices in corporate governance, it seeks to increase investor confidence and broaden the horizons for attracting investment capital with the ultimate goal of ensuring further value to its shareholders, with transparency and safeguarding their interests.
The Group's Corporate Governance System includes, in addition to the Sustainability Strategy and Policy (ESG) and the Human Rights Policy, the Policy on Combating Discrimination, Violence and Harassment at Work, the Supplier Code of Conduct, the Equal Opportunities and Diversity Policy, the Employee Code of Conduct - System for providing anonymous information, the Policy and Procedure for the Prevention, Identification and Management of Conflicts of Interest, the Policy for Conducting Related Party Transactions, Board of Directors and Executive Officers Remuneration Policy, Charter of Operation, Risk Management System, Regulatory Compliance System, Internal Control System and Supplier Due Diligence Acceptance Policy.
Sustainability Committee
The Group’s Sustainability Committee consists of executive and independent non-executive members
Annual Financial Report for the period 1/1/2025 to 31/12/2025 307
of the Board of Directors. The Group's Sustainability Committee is chaired by the Director of Sustainable Development and Social Responsibility, an executive member of the Board of Directors.
The short, medium and long-term sustainable development business and investment plans, objectives, the assessment of related risks and opportunities and the annual action plans are evaluated and approved by the Group's Board of Directors under proposal of the Sustainability Committee.
Furthermore, in the FOURLIS Group
•We have been a signatory to the United Nations Global Compact since 2008 and are committed to adopting, supporting and promoting its 10 Principles through our business activities.
•We conduct materiality analysis as part of the continuous improvement of the Group's approach to sustainable development and social responsibility issues, in order to prioritise the Group's issues that have the most significant economic, social and environmental impacts, as well as those that have a significant impact on its stakeholders.
•We link substantive issues to the UN Sustainable Development Goals (SDGs), contributing to their achievement through our responsible operation, programs and related results.
•We inform our stakeholders about the work carried out in the field of Sustainable Development by publishing an annual report in accordance with internationally accepted Sustainable Development standards.
The Management is committed to the implementation of the Sustainable Development Strategy and Policy at all levels, companies and sectors of the Group's activities.
The Sustainability Report is submitted for the second time in accordance with the requirements of the CSRD (Corporate Sustainability Reporting Directive) which was incorporated into Greek legislation by law 5164/2024, and has also been prepared in accordance with the GRI Standards (GRI Standards, 2021 edition), as well as the Athens Exchange ESG Disclosure Guide (
https://www.athexgroup.gr/el/web/guest/esg-reporting-guide
). The annual FOURLIS Group Progress
Reports and the Sustainability Reports, which include the Group's COP on the 10 Principles of the Global Compact, are available on the website (http://www.fourlis.gr).
The Sustainable development issues are discussed at least twice a year in the Sustainability Committee, which includes executive and independent members of the Board of Directors, who in turn bring sustainable development issues to the other Board Members, in order and according to the results of the double materiality analysis, to set priorities and corresponding targets. As part of the 2025 process, the materiality analysis was updated to ensure that material issues and related disclosure requirements remain relevant to the activities and stakeholders of the FOURLIS Group. The material issues of the FOURLIS Group are climate change (energy and emissions), the circular economy (waste management), the human resources (working conditions), the affected communities (social contribution), the consumers and end users, and the business conduct (corporate culture and governance). The Audit Committee evaluated the above and concluded that the Group's actions, its
Annual Financial Report for the period 1/1/2025 to 31/12/2025 308
organisation and the policies and procedures entered into force, constitute an adequate framework and promote sustainable business and a better future for all Social Partners and the Group.
The current version of the Audit Committee's Charter of Operation is posted on the website (
http://www.fourlis.gr
).
Kifissia, on the 3d of February 2026
The Audit Committee
Annual Financial Report for the period 1/1/2025 to 31/12/2025 309
17. Significant events after the date of preparation of the Annual Financial Statements for the year from 1/1/2025 - 31/12/2025
Regarding recent events in Iran, the Company does not have any business exposure to the countries involved. However, these events are assessed to potentially give rise to indirect impacts, as set out below:
i. In terms of inventory availability, the Company has already taken measures to ensure sufficient stock adequacy so as to fully cover planned sales. Therefore, no impact on product availability is expected.
ii. The inflationary trends in the broader market are expected to have a negative impact on consumer trade (including the impact of tourist activity).
iii. Changes in energy prices may increase the operating expenses during the year.
iv. An increase in transportation and logistics costs is expected, which may lead to margin compression.
v. An increase in financing costs, mainly due to pressures arising from fluctuations in EURIBOR. However, the Group has already mitigated the impact through the use of financial hedging instruments.
It is noted that the Group has the procedures, tools and mechanisms in place to effectively manage the above impacts, thereby limiting their effect on its operations.
On January 2026, an amount of twenty million euros (20,000,000) was disbursed pursuant to the bond loan agreement signed on December 19, 2025, between the subsidiary “SPORTSWEAR MARKET SINGLE MEMBER SOCIETE ANONYME” and “NATIONAL BANK OF GREECE S.A.”.
There are no other events after December 31, 2025, that would materially affect the financial position and results of the Group.
Kifissia, 30 March 2026
The Board of Directors
Annual Financial Report for the period 1/1/2025 to 31/12/2025 310
The Financial Statements (Consolidated and Corporate) listed on pages 319 to 417, have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, approved by the Board of Directors on 30/3/2026 and signed by:

Chairman of Board of Directors | Chief Executive Officer
Vassilios St. Fourlis ID / A03181064 | Ioannis D. Vasilakos ID / ΑΒ-602945
Chief Financial Officer | Accounting Manager
Αnastasia – St. Latsou ID / ΑΑ-128208 | Sotirios I. Μitrou ID / Α02835251 License/Registration No. 30609, Class A, of the Hellenic Accounting and Auditing Body (O.E.E.)

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Independent Auditor’s Report
To the Shareholders of FOURLIS HOLDINGS S.A.
Report on the Audit of the Separate and Consolidated Financial
Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of FOURLIS HOLDINGS S.A. (the “Company”), which comprise the separate and consolidated statement of financial position as at December 31, 2025, the separate and consolidated statements of income and other comprehensive income, changes in equity and cash flows for the year then ended as well as the notes to the financial statements that include significant accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of FOURLIS HOLDINGS S.A. and its subsidiaries (the “Group”) as at December 31, 2025, their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) 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 separate and consolidated financial statements” section of our report. We are independent of the Company and its consolidated subsidiaries, during our entire assignment, in accordance with the International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants as incorporated in the Greek Legislation, and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece and we have fulfilled our ethical responsibilities in accordance with current legislation requirements and the aforementioned Code of Ethics. 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 the matters that, in our professional judgement, were of most significance in our audit of the separate and consolidated financial statements of the current year. These matters, as well as the related risks of significant misstatement, were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters | How our audit addressed the key audit matters
Valuation of the Group’s inventory
As at December 31, 2025, the Group's inventory amounted to €143 million. Inventory is valued at the lower of cost and net realizable value, in accordance with the Company's accounting policies as presented in Note 3.13 to the consolidated financial statements. In the context of inventory valuation, the Group’s Μanagement uses significant assumptions and estimates, based on which it makes provisions for slow moving and obsolete inventory estimated to be destroyed within the next period. In addition, factors such as the seasonality of inventory, its future sale price and any physical count differences are taken into account. Due to the significance of the above item, the subjective nature of the assumptions on which the valuation is based, and the use of estimates by the Management, we consider the assessment of the inventory valuation to be one of the key audit matters. The Group's disclosures regarding the accounting policies as well as the assumptions and estimates used in the valuation of inventory are included in Notes 2.2, 3.13 and 13 to the accompanying consolidated financial statements. | The key audit procedures we performed on the assessment of inventory valuation included, among others, the following procedures: • We attended part of the physical count of inventory carried out by the Company at its warehouses and conducted a sample test to assess the condition of inventory in order to identify any indications of obsolescence. • We examined a sample of inventory and confirmed the accuracy of the calculation of the acquisition cost according to the purchase invoices. • We recalculated the weighted average cost for all inventory. • We verified the mathematical accuracy of the Management's calculations in a sample of inventory by comparing the acquisition cost with the net realisable value at the reporting date. • We examined the warehouse inventory balance and slow moving inventory, as well as instances of sales with negative margins. Thereafter, we assessed whether these items had been taken into account in the valuation of inventory. • We assessed the adequacy of the relevant disclosures, included in the accompanying separate and consolidated financial statements, in relation to this matter.
Key audit matters | How our audit addressed the key audit matters

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Impairment test of assets related to the Group's branches
As at December 31, 2025, the Group's property, plant and equipment and right-of-use assets related to branches amounted to €71 million and €353 million respectively. These assets are regularly reviewed by the Management to determine whether there is any indication that their carrying amount may not be recoverable. If there is evidence of impairment, the Group's Management calculates the recoverable amount. For impairment test purposes, the Group considers that each branch is essentially a cash-generating unit. Given the subjective nature of the assumptions on which the impairment analysis is based, the significant judgements and estimates required from the Management in calculating the recoverable amount, and the materiality of the items involved, the impairment assessment was considered to be one of the key audit matters. The impairment test as at December 31, 2025 resulted in impairment loss of €314k. The Group's disclosures regarding the accounting policies, as well as the assumptions and estimates used in the assessment of impairment of assets, are included in Notes 2.2, 3.6, 3.9, 7, and 8 to the accompanying consolidated financial statements. | The key audit procedures we performed on the impairment test included, among others, the following procedures: • We examined the methods and criteria applied by the Group for the recognition of impairment indications. • We reviewed the information and assumptions used by the Management in evaluating the Cash Generating Units to identify indications of potential impairment. • We verified the mathematical accuracy of the Management's calculations to identify impairment indications. • We assessed the adequacy of the key assumptions used to calculate the recoverable amounts of the Cash Generating Units, including the comparison of historical and expected cash flows. • We examined the adequacy of discount rates. • We assessed the adequacy of the disclosures included in the financial statements, focusing on disclosures of key judgements and estimates.

Other information
Management is responsible for the other information. The other information is included in the Management Report of the Board of Directors, for which reference is made in the “Report on other Legal and Regulatory Requirements”, and the Representations of the Members of the Board of Directors, but does not include the separate and consolidated financial statements and the auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
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In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated 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 the management and those charged with governance for the separate and consolidated financial statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with the IFRSs as adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of the separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s and Group’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 there is an intention to liquidate the Company or the Group or to cease operations, or there is no realistic alternative but to do so.
The Audit Committee (Article 44 of Law 4449/2017) of the Company is responsible for overseeing the Company’s and Group’s financial reporting process.
Auditor’s responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated 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 Law, 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 separate and consolidated financial statements.
As part of an audit in accordance with ISAs, as incorporated into the Greek Law, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
•Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
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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 and Group’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 and Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated 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 our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
•Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
•Design and conduct our audit of the Group in order to obtain sufficient and appropriate audit evidence about the financial information of the entities or business units within the Group as a basis to form audit opinion on the Group’s separate and consolidated financial statements. We are responsible for the direction, supervision and review of the audit procedures performed for the Group audit purposes. We remain solely responsible for our audit opinion.
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 separate and consolidated financial statements of the period under audit and are therefore the key audit matters.
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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, cases aa', ab' and b', of Aticle 154C of Law 4548/2018, which do not include the Sustainability Report and for which we have issued a limited assurance report dated 30.03.2026 in accordance with the International Standard on Assurance Engagements 3000 (Revised), we note the following:
a)The Board of Directors’ Report includes the C orporate Governance Statement that provides the information required by Article 152 of Law 4548/2018.
b)In our opinion, the Board of Directors’ Report has been prepared in accordance with the legal requirements of articles 150 and 153 of Law 4548/2018 with the exception of the requirement to submit a Sustainability Report under paragraph 5 Α of article 150 of the same law and the content of the report is consistent with the accompanying separate and consolidated financial statements for the year ended 31.12.2025.
c)Based on the knowledge we obtained during our audit of the Company FOURLIS HOLDINGS S.A. and its environment, we have not identified any material misstatements in the Board of Directors’ Report.
2.Complementary Report to the Audit Committee
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the Complementary Report to the Company’s Audit Committee, in accordance with Article 11 of the European Union (EU) Regulation 537/2014.
3.Provision of non-audit services
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in article 5 of Regulation (EU) 537/2014.
Permitted non-audit services provided by us to the Company and its subsidiaries during the year ended as at December 31, 2025 are disclosed in Note [6] to the accompanying separate and consolidated financial statements.
4.Auditor’s Appointment
We were appointed for the first time as Certified Public Accountants Auditors of the Company based on the decision of the Annual General Shareholders’ Meeting dated 21/06/2024.
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5.Bylaws (Internal Regulations)
The Company has Internal Regulations in accordance with the provisions of Article 14 of Law 4706/2020.
6.Assurance Report on European Single Electronic Format
Subject Matter
We have undertaken a reasonable assurance engagement to review the digital records of FOURLIS HOLDINGS S.A. (hereinafter “the Company” and/or “the Group”), prepared in accordance with the European Single Electronic Format (ESEF), which comprise the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in XHTML as well as the provided XBRL (“213800V54ASIMZREDX49-2025-12-31-1-en.zip”) with the appropriate mark-up, on the aforementioned consolidated financial statements including other explanatory information (Notes to financial statements), (hereinafter the “Subject Matter”), in order to verify that it was 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 prepared in accordance with the Commission Delegated Regulation (EU) 2019/815, as amended by the Commission Delegated Regulation 2020/1989 (hereinafter the ESEF Regulation) and the European Commission Interpretative Communication 2020/C 379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary, these criteria include, inter alia, the following requirements:
-All annual financial reports shall be prepared in XHTML format.
-For the consolidated financial statements in accordance with IFRS, financial information included in the Statements of Comprehensive Income, Financial Position, Changes in Equity and Cash Flows, as well as the financial information included in other explanatory information shall be marked-up with XBRL (XBRL ‘tags’ and “‘block tag”’), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards.
Responsibilities of management and those charged with governance
Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in accordance with the Applicable Criteria, and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to issue this Report in respect of the assessment of the Subject Matter, based on our assurance engagement, as described below in the section “Scope of the Engagement”.
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We conducted our work in accordance with the International Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements other than Audits or Reviews of Historical Financial Information” (hereinafter “ISAE 3000”).
ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance to evaluate the Subject Matter in accordance with the Applicable Criteria. As part of the procedures performed, we assess the risk of material misstatement of information related to the Subject Matter.
We consider that the evidence we have obtained is sufficient and appropriate and supports the conclusion reached in this assurance report.
Professional ethics and quality management
We are independent of the Company and the Group during our entire assignment and we have complied with the requirements of the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code), the ethical and independence requirements of Law 4449/2017 and Regulation (EU) 537/2014.
Our auditing firm applies the International Standard on Quality Management (ISQ M) 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” and accordingly, operates a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Scope of engagement
The assurance procedure we performed covers, in a limited way, the items included in the BoD Resolution 214/4/11-02-2022 of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the “Guidelines in relation to the work and assurance report of the Statutory Auditors on the European Single Electronic Reporting Form (ESEF) of the issuers with securities listed on a regulated market in Greece”, as issued by the Institute of Certified Public Accountants of Greece (SOEL) on 14/02/2022, so as to obtain reasonable assurance that the financial statements of the Company prepared by the Management comply in all material respects with the Applicable Criteria.
Inherent limitations
Our work covered the items listed in the “Scope of Engagement” section to obtain reasonable assurance based on the procedures described. In this context, the work we performed could not provide absolute assurance that all matters that could be considered material weaknesses would be disclosed.
Conclusion
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Based on the procedures performed and the evidence obtained, we express the conclusion that the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in XHTML, as well as the provided XBRL file (“213800V54ASIMZREDX49-2025-12-31-en.zip”) with the appropriate mark-up on the above consolidated financial statements, including other explanatory information, have been prepared, in all material respects, in accordance with the Applicable Criteria.
Athens, March 30, 2026
The Certified Public Accountant Auditor
Emmanouil Michalios
Registry Number SOEL: 25131
Annual Financial Report for the period 1/1/2025 to 31/12/2025 320
Statement of Financial Position (Consolidated and Separate)
as at December 31, 2025 and at December 31,2024
(In thousands of Euro, unless otherwise stated)

|  | Group | Company
Assets | Note | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Non-current Assets |  |  |  |  |
Property plant and equipment | 5,7 | 91,652 | 83,295 | 2,294 | 1,503
Right of use assets | 5,8 | 380,389 | 174,381 | 2,955 | 3,431
Investment Property |  | 207 | 207 | 0 | 0
Intangible Assets | 10 | 10,749 | 9,415 | 359 | 116
Goodwill from acquisition of subsidiary | 32 | 6,818 | 0 | 0 | 0
Investments | 11 | 196,802 | 32,782 | 175,853 | 165,627
Net investment in the subleases | 8 | 3,103 | 3,841 | 0 | 0
Long Term receivables | 12 | 2,925 | 2,503 | 157 | 157
Deferred Taxes | 26 | 12,803 | 13,518 | 218 | 223
Total non-current assets |  | 705,446 | 319,942 | 181,837 | 171,057
Current assets |  |  |  |  |
Inventory | 13 | 143,179 | 98,214 | 0 | 0
Income tax receivable |  | 791 | 818 | 3 | 2
Trade receivables | 14 | 4,357 | 5,482 | 2,363 | 673
Other receivables | 15 | 15,623 | 19,263 | 842 | 1,460
Cash & cash equivalent | 16 | 43,242 | 49,425 | 1,011 | 1,027
Assets classified as held for sale | 5 | 0 | 556,926 | 0 | 0
Total current assets |  | 207,192 | 730,128 | 4,217 | 3,162
Total Assets |  | 912,639 | 1,050,070 | 186,055 | 174,219
SHAREHOLDERS EQUITY & LIABILITIES |  |  |  |  |
Shareholders equity |  |  |  |  |
Share Capital | 17 | 51,890 | 53,360 | 51,890 | 53,360
Share premium reserve |  | 6,351 | 13,798 | 6,921 | 14,327
Reserves | 18 | 47,808 | 41,648 | 31,906 | 21,217
Retained earnings |  | 112,757 | 89,441 | 82,982 | 75,700
Total shareholders equity |  | 218,806 | 198,248 | 173,698 | 164,604
Non-controlling interest |  | 0 | 105,481 | 0 | 0
Total Equity (a) |  | 218,806 | 303,729 | 173,698 | 164,604
LIABILITIES |  |  |  |  |
Non Current Liabilities |  |  |  |  |
Non - current loans | 5,22 | 77,168 | 106,710 | 22 | 26
Lease liabilities | 5,23 | 383,869 | 142,188 | 2,514 | 2,962
Employee retirement benefits | 20 | 7,657 | 7,715 | 716 | 746
Other non-current liabilities | 24 | 140 | 140 | 82 | 82
Total non current Liabilities |  | 468,835 | 256,753 | 3,333 | 3,816
Current Liabilities |  |  |  |  |
Short term loans for working capital | 22 | 7,073 | 3,078 | 0 | 0
Current portion of non-current loans and borrowings | 22 | 52,224 | 25,258 | 0 | 0
Short term portion of long term lease liabilities | 23 | 30,905 | 43,188 | 607 | 589
Current tax liabilities |  | 3,474 | 508 | 556 | 0
Accounts payable and other current liabilities | 25 | 131,322 | 119,715 | 7,861 | 5,210
Liability arising from assets held for sale | 5 | 0 | 297,842 | 0 | 0
Total current Liabilities |  | 224,999 | 489,589 | 9,024 | 5,799
Total liabilities (b) |  | 693,833 | 746,341 | 12,357 | 9,615
Total Equity & Liabilities (a) + (b) |  | 912,639 | 1,050,070 | 186,055 | 174,219

The accompanying notes are an integral part of the Financial Statements.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 321
Income Statement (Consolidated) for the period
1/1 to 31/12/2025 and 1/1 to 31/12/2024
(In thousands of Euro, unless otherwise stated)

|  | Group
| Note | 1/1-31/12/2025 | 1/1-31/12/2024
Revenue | 5 | 593,667 | 529,692
Cost of Goods Sold | 5,13 | (313,071) | (281,285)
Gross Profit |  | 280,596 | 248,407
Other income | 5 | 19,537 | 17,825
Distribution expenses | 5 | (221,012) | (199,345)
Administrative expenses | 5 | (47,487) | (39,455)
Other operating expenses | 5,6 | (887) | (690)
Operating Profit |  | 30,747 | 26,742
Total finance cost | 5,6 | (22,675) | (21,441)
Total finance income | 5,6 | 471 | 276
Contribution of associates to profit/(loss) | 5,11 | 21,332 | 2,289
Losses on disposal and measurement of subsidiaries | 5 | (309) | (125)
Profit before Tax |  | 29,566 | 7,741
Tax | 26 | (6,406) | (1,536)
Net Profit from continued operations (A) |  | 23,160 | 6,206
Discontinued Operations |  |  |
Net Profit from discontinued operations (B) | 9 | 7,556 | 20,494
Net Profit (A+Β) |  | 30,716 | 26,699
Attributable to : |  |  |
Equity holders of the parent |  | 30,304 | 19,956
Non controlling interest |  | 412 | 6,744
Net Profit (A+Β) |  | 30,716 | 26,699
Earnings per Share |  |  |
Basic Earningsper Share (in Euro) | 27 | 0.5926 | 0.3939
Diluted Earnings per Share (in Euro) | 27 | 0.5836 | 0.3792
Earnings per Share from continued operations |  |  |
Basic Earningsper Share (in Euro) | 27 | 0.4529 | 0.1225
Diluted Earnings per Share (in Euro) | 27 | 0.4460 | 0.1179
Earnings per Share from discontinued operations |  |  |
Basic Earningsper Share (in Euro) | 27 | 0.1397 | 0.2714
Diluted Earnings per Share (in Euro) | 27 | 0.1376 | 0.2613

Revenue is defined as income from contacts with customers.
The accompanying notes are an integral part of the Financial Statements.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 322
Statement of Comprehensive Income (Consolidated) for the period
1/1 to 31/12/2025 and 1/1 to 31/12/2024
(In thousands of Euro, unless otherwise stated)

|  | Group
| Note | 1/1-31/12/2025 | 1/1-31/12/2024
Net Profit (A) + (B) |  | 30,716 | 26,699
Other comprehensive income/(loss) |  |  |
Other comprehensive income transferred to the income statement after taxes |  |  |
Εxchange rate differences |  | (381) | (8)
Effective portion of changes in fair value of cash flow hedges |  | 0 | (1,925)
Total Other comprehensive income transferred to the income statement |  | (381) | (1,932)
Other comprehensive income not transferred to the income statement after taxes |  |  |
Actuarial (losses) on defined benefit pension plan |  | 216 | (1,228)
Total Other comprehensive income not transferred to the income statement |  | 216 | (1,228)
Comprehensive (Losses) / Income after Tax (C) |  | (165) | (3,161)
Total Comprehensive (Losses) / income after tax (A) + (B) + (C) |  | 30,551 | 23,538
Attributable to: |  |  |
Equity holders of the parent |  | 30,139 | 17,502
Non controlling interest |  | 412 | 6,037
Total Comprehensive (Losses) / Income after tax (A) + (B) + (C) |  | 30,551 | 23,538

The accompanying notes are an integral part of the Financial Statements.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 323
Income Statement (Separate) for the period
1/1 to 31/12/2025 and 1/1 to 31/12/2024
(In thousands of Euros, unless otherwise stated)

|  | Company
| Note | 1/1-31/12/2025 | 1/1-31/12/2024
Revenue | 5 | 9,193 | 5,116
Cost of Goods Sold | 5 | (8,641) | (5,004)
Gross Profit |  | 552 | 112
Other income | 5,6 | 4,587 | 2,847
Administrative expenses | 6 | (5,064) | (7,418)
Depreciation/Amortisation (Administration) | 6 | (924) | (975)
Other operating expenses | 5,6 | (70) | (181)
Operating losses |  | (919) | (5,615)
Total finance cost | 5,6 | (173) | (175)
Total finance income | 5,6 | 2 | 3
Dividends | 5 | 25,122 | 14,080
Contribution to losses of subsidiary sale | 5 | (8,159) | 0
Profit before Tax |  | 15,872 | 8,294
Income tax | 26 | (562) | (12)
Net Profit (A) |  | 15,310 | 8,281

Revenue is defined as income from contacts with customers.
The accompanying notes are an integral part of the Financial Statements.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 324
Statement of Comprehensive Income (Separate) for the period
1/1 to 31/12/2025 and 1/1 to 31/12/2024
(In thousands of Euros, unless otherwise stated)

|  | Company
| Note | 1/1-31/12/2025 | 1/1-31/12/2024
Net Profit (A) |  | 15,310 | 8,281
Other comprehensive (loss)/ income |  |  |
Other comprehensive income not transferred to the income statement after taxes |  |  |
Actuarial (losses) / gains on defined benefit pension plan |  | (6) | (106)
Total other comprehensive income not transferred to the income statement |  | (6) | (106)
Comprehensive (losses)/income after Tax (B) |  | (6) | (106)
Total comprehensive income/(losses) after tax (A) + (B) |  | 15,304 | 8,176
Attributable to : |  |  |
Equity holders of the parent |  | 15,304 | 8,176
Total comprehensive income/(losses) after Tax (A) + (B) |  | 15,304 | 8,176

The accompanying notes are an integral part of the Financial Statements.
Annual Financial Report for the period 1/1/2025 up to 31/12/2025 325
Statement of Changes in Equity (Consolidated)
for the period 1/1 to 31/12/2025 and 1/1 to 31/12/2024
(In thousands of Euros, unless otherwise stated)

| Note | Share Capital | Share premium reserves | Reserves | Revaluation Reserves | Foreign exchange diff. from Statement of Financial Position transl. reserves | Retained earnings / (Accumulated losses) | Total (a) | Non-controlling interest (b) | Total Equity
Balance at 1.1.2024 |  | 52,132 | 13,945 | 41,855 | 722 | (5,015) | 80,600 | 184,239 | 102,235 | 286,473
Total comprehensive income/(loss) for the period |  |  |  |  |  |  |  |  |  |
Profit |  | 0 | 0 | 0 | 0 | 0 | 19,956 | 19,956 | 6,744 | 26,699
Foreign currency translation from foreign operations |  | 0 | 0 | 0 | 0 | (8) | 0 | (8) | 0 | (8)
Effective portion of changes in fair value of cash flow hedges |  | 0 | 0 | (1,219) | 0 | 0 | 0 | (1,219) | (706) | (1,925)
Actuarial (losses) gains on defined benefit pension plan |  | 0 | 0 | 0 | 0 | 0 | (1,228) | (1,228) | 0 | (1,228)
Total comprehensive income/(loss) |  | 0 | 0 | (1,219) | 0 | (8) | (1,228) | (2,455) | (706) | (3,161)
Total comprehensive income/(loss) after taxes |  | 0 | 0 | (1,219) | 0 | (8) | 18,727 | 17,501 | 6,037 | 23,538
Transactions with shareholders recorded directly in equity |  |  |  |  |  |  |  |  |  |
Share Capital Increase |  | 1,228 | (385) | 0 | 0 | 0 | 0 | 843 | 0 | 843
SOP Reserve |  | 0 | 0 | 4,086 | 0 | 0 | 0 | 4,086 | 390 | 4,475
Reserves |  | 0 | 248 | 3,163 | 0 | 0 | (3,894) | (483) | 483 | 0
Net Income directly booked in the statement movement in Equity |  | 0 | (10) | 0 | 0 | 0 | 11 | 1 | (4) | (2)
Stock Buy Back |  | 0 | 0 | (1,936) | 0 | 0 | 0 | (1,936) | 0 | (1,936)
Dividends |  | 0 | 0 | 0 | 0 | 0 | (6,044) | (6,044) | (3,537) | (9,581)
Change of Minority rights % |  | 0 | 0 | 0 | 0 | 0 | 41 | 41 | (122) | (81)
Sales/(Purchases) of own shares |  | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0
Total transactions with shareholders |  | 1,228 | (147) | 5,313 | 0 | 0 | (9,886) | (3,492) | (2,791) | (6,283)
Balance at 31.12.2024 |  | 53,360 | 13,798 | 45,949 | 722 | (5,023) | 89,441 | 198,248 | 105,481 | 303,729
Balance at 1.1.2025 |  | 53,360 | 13,798 | 45,949 | 722 | (5,023) | 89,441 | 198,248 | 105,481 | 303,729
Total comprehensive income for the period |  |  |  |  |  |  |  |  |  |
Profit |  | 0 | 0 | 0 | 0 | 0 | 30,304 | 30,304 | 412 | 30,716
Foreign exchange differences |  | 0 | 0 | 0 | 0 | (385) | 4 | (381) | 0 | (381)
Effective portion of changes in fair value of cash flow hedges |  | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0
Actuarial (losses) gains on defined benefit pension plan |  | 0 | 0 | 0 | 0 | 0 | 216 | 216 | 0 | 216
Total comprehensive income/(loss) |  | 0 | 0 | 0 | 0 | (385) | 220 | (165) | 0 | (165)
Total comprehensive income/(loss) after taxes |  | 0 | 0 | 0 | 0 | (385) | 30,524 | 30,139 | 412 | 30,551
Transactions with shareholders, recorded directly in equity |  |  |  |  |  |  |  |  |  |
Share Capital Increase |  | 1,136 | (382) | 0 | 0 | 0 | 0 | 754 | 0 | 754
SOP Reserve |  | 0 | 0 | 1,870 | 0 | 0 | 125 | 1,995 | 18 | 2,013
Reserves and NCI Derecognition On Disposal | 9 | 0 | 0 | 708 | 0 | 0 | (708) | 0 | (105,911) | (105,911)
Net Income directly booked in the statement movement in Equity |  | 0 | (43) | (3,573) | (722) | (4) | 988 | (3,355) | 0 | (3,355)
Share Capital Reduction |  | (2,607) | (7,022) | 9,629 | 0 | 0 | 0 | 0 | 0 | 0
Dividends | 19 | 0 | 0 | 0 | 0 | 0 | (7,613) | (7,613) | 0 | (7,613)
Sales/(Purchases) of own shares |  | 0 | 0 | (1,362) | 0 | 0 | 0 | (1,362) | 0 | (1,362)
Total transactions with shareholders |  | (1,471) | (7,447) | 7,272 | (722) | (4) | (7,208) | (9,580) | (105,893) | (115,473)
Balance at 31.12.2025 |  | 51,890 | 6,351 | 53,221 | 0 | (5,413) | 112,757 | 218,806 | 0 | 218,806

The accompanying notes are an integral part of Financial Statements.
Annual Financial Report for the period 1/1/2025 up to 31/12/2025 326
Statement of Changes in Equity (Separate)
for the period 1/1 to 31/12/2025 and 1/1 to 31/12/2024
(In thousands of Euro, unless otherwise stated)

| Note | Share Capital | Share premium reserves | Reserves | Retained earnings / (Accumulated losses) | Total (a)
Balance at 1.1.2024 |  | 52,132 | 14,713 | 17,202 | 76,035 | 160,082
Total comprehensive income/(loss) for the period |  |  |  |  |  |
Profit |  | 0 | 0 | 0 | 8,281 | 8,281
Actuarial (losses) gains on defined benefit pension plan |  | 0 | 0 | 0 | (106) | (106)
Total comprehensive income/(loss) |  | 0 | 0 | 0 | (106) | (106)
Total comprehensive income/(loss) after taxes |  | 0 | 0 | 0 | 8,176 | 8,176
Transactions with shareholders recorded directly in equity |  |  |  |  |  |
Share Capital Increase |  | 1,228 | (385) | 0 | 0 | 843
SOP Reserve |  | 0 | 0 | 3,484 | 0 | 3,484
Reserves |  | 0 | 0 | 2,467 | (2,467) | 0
Stock Buy Back |  | 0 | 0 | (1,936) | 0 | (1,936)
Dividends |  | 0 | 0 | 0 | (6,044) | (6,044)
Total transactions with shareholders |  | 1,228 | (385) | 4,015 | (8,511) | (3,653)
Balance at 31.12.2024 |  | 53,360 | 14,328 | 21,217 | 75,700 | 164,605
Balance at 1.1.2025 |  | 53,360 | 14,328 | 21,217 | 75,700 | 164,605
Total comprehensive income for the period |  |  |  |  |  |
Profit |  | 0 | 0 | 0 | 15,310 | 15,310
Actuarial (losses) gains on defined benefit pension plan |  | 0 | 0 | 0 | (6) | (6)
Total comprehensive income/(loss) |  | 0 | 0 | 0 | (6) | (6)
Total comprehensive income/(loss) after taxes |  | 0 | 0 | 0 | 15,304 | 15,304
Transactions with shareholders, recorded directly in equity |  |  |  |  |  |
Share Capital Increase |  | 1,136 | (382) | 0 | 0 | 754
SOP Reserve |  | 0 | 0 | 2,012 | 0 | 2,012
Reserves |  | 0 | 0 | 409 | (409) | 0
Net Income directly booked in the statement movement in Equity |  | 0 | (2) | 0 | 0 | (2)
Share Capital Reduction |  | (2,607) | (7,022) | 9,629 | 0 | 0
Stock Buy Back |  | 0 | 0 | 0 | 0 | 0
Dividends | 19 | 0 | 0 | 0 | (7,613) | (7,613)
Sales/(Purchases) of own shares |  | 0 | 0 | (1,362) | 0 | (1,362)
Total transactions with shareholders |  | (1,471) | (7,406) | 10,689 | (8,022) | (6,211)
Balance at 31.12.2025 |  | 51,890 | 6,921 | 31,906 | 82,982 | 173,698

The accompanying notes are an integral part of Financial Statements.
Annual Financial Report for the period 1/1/2025 up to 31/12/2025 327
Statement of Cash Flows (Consolidated and Separate)
for the period 1/1 to 31/12/2025 and 1/1 to 31/12/2024
(In thousands of Euros, unless otherwise stated)

|  | Group | Company
| Note | 1/1 - 31/12/2025 | 1/1 - 31/12/2024 | 1/1 - 31/12/2025 | 1/1 - 31/12/2024
Operating Activities |  |  |  |  |
(Loss)/Profit before taxes from continued operations | 5 | 29,566 | 7,741 | 15,872 | 8,294
(Loss)/Profit before taxes from discontinued operations |  | 7,791 | 24,186 | 0 | 0
Adjustments for |  |  |  |  |
Depreciation/ valuation of investment |  | 50,550 | 29,576 | 924 | 975
Provisions |  | 2,469 | 4,511 | 452 | 774
Foreign exchange differences |  | 916 | 83 | 0 | 1
Results (Income, expenses, profit and loss) from investment activity |  | (27,572) | (6,394) | (17,275) | (14,078)
Interest Expense |  | 21,882 | 29,726 | 173 | 174
Plus/less adj for changes in working capital related to the operating activities |  |  |  |  |
(Increase) / decrease in inventory |  | (42,816) | (8,544) | 0 | 0
(Increase) / decrease in trade and other receivables |  | 2,080 | 8,095 | (1,072) | (622)
Increase / (decrease) in liabilities (excluding banks) |  | 12,719 | 11,069 | 3,908 | 1,910
Less |  |  |  |  |
Interest paid |  | (22,167) | (29,299) | (173) | (175)
Income taxes paid |  | (3,561) | (5,085) | (1) | (39)
Net cash generated from operations (a) |  | 31,855 | 65,665 | 2,810 | (2,787)
Investing Activities |  |  |  |  |
Purchase or Share capital increase of subsidiaries and related companies |  | (8,659) | (196) | (16,554) | (2,546)
Purchase of tangible and intangible fixed assets |  | (26,284) | (26,320) | (1,727) | (2,126)
Proceeds from disposal of tangible and intangible assets |  | 48 | 623 | 425 | 609
Addition of other investments |  | (933) | (39,300) | 0 | 0
Interest Received |  | 135 | 223 | 2 | 3
Proceeds from the sale of subsidiaries and associates |  | 28,450 | 2,346 | 0 | 0
Proceeds from dividends |  | 3,772 | 0 | 23,866 | 14,080
Proceeds from loans provided to subsidiaries and associates |  | 0 | 150 | 0 | 0
Loans provided to subsidiaries and associates |  | (2,000) | (8,190) | 0 | 0
Total (outflow) / inflow from investing activities (b) |  | (5,472) | (70,665) | 6,012 | 10,021
Financing Activities |  |  |  |  |
Payments for purchase of own shares |  | (1,362) | (1,936) | (1,362) | (1,936)
Inflow from share capital increase |  | 754 | 843 | 754 | 843
Outflow from share capital increase |  | (43) | (13) | (2) | 0
Proceeds from issued loans |  | 55,990 | 220,147 | 0 | 0
Repayment of loans |  | (54,031) | (150,554) | (5) | (5)
Repayment of leasing |  | (28,981) | (18,555) | (611) | (709)
Dividends paid |  | (7,613) | (9,314) | (7,613) | (5,777)
Total inflow / (outflow) from financing activities (c) |  | (35,285) | 40,617 | (8,839) | (7,584)
Net increase/(decrease) in cash and cash equivalents for the period (a)+(b)+(c) |  | (8,902) | 35,618 | (16) | (351)
Cash and cash equivalents at the beginning of the period |  | 49,425 | 40,687 | 1,027 | 1,377
Closing balance, cash and cash equivalents |  | 40,523 | 76,305 | 1,011 | 1,027
Effect of exchange equivalents at the beginning of the period |  | (49) | 0 | 0 | 0
Investing Activities |  | 2,768 | (26,881) | 0 | 0
Closing balance, cash and cash equivalents |  | 43,242 | 49,425 | 1,011 | 1,027

The accompanying notes are an integral part of Financial Statements.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 329
Notes to the annual financial statements (consolidated and separate) as of
December 31, 2025
1.Corporate information – Incorporation and business of the Group
1.1 General Information
FOURLIS HOLDINGS S.A. with the distinctive title “FOURLIS S . A.” (hereinafter “the Company”) was incorporated in 1950 as A. FOURLIS AND CO., and from 1966 operated as FOURLIS BROS S.A. (Government Gazette, Vol. for SAs and LLCs No. 618/ 13.6.1966). It was renamed to FOURLIS HOLDING S.A. by a decision of an Extraordinary General Shareholders’ Assembly on 10/3/2000, which was approved by decision K2 - 3792/ 25.04.2000 of the Ministry of Development and Competitiveness. The same Shareholders’ General Assembly also approved the conversion of the Company to a holding company and thus also approved the change in its scope.
The headquarters of the Company are located at the Municipality of Kifissia, Ermou str. 25. It is registered in the Companies Registry of the Ministry of Development, Competitiveness and Shipping with registration number 13110/06/B/86/01 and general electronic commercial registry number 258101000 and web address http://www.fourlis.gr.
The Company is listed in the Athens Stock Exchange since April 1988, on the Main Market of the Athens Stock Exchange (ATHEX).
The Company’s term, in accordance with its Articles of Association, was originally set for 30 years. In accordance with a decision of the Extraordinary General Assembly of the Shareholders on 19/2/1988, the term was extended for a further 30 years i.e. to 2026. Following the decision of the Ordinary General Assembly of the Shareholders on 14/6/2019, the term was extended for a further period of 24 years i.e. until 2050.
The composition of the Board of Directors of the Company on 31/12/2025 was as follows:
1.Vassilis St. Fourlis, Chairman, executive member
2.Dafni A. Fourlis, Vice Chairman, executive member
3.Stylianos Mark. Stefanou, Vice Chairman, Independent Non-Executive Member, Chairman of the Audit Committee, Member of the Nomination and Remuneration Committee
4.Ioannis D. Vasilakos, CEO, Executive member
5.Lyda St. Fourlis, Director, Executive Member, Director of Social Responsibility and Sustainable Development.
6.Nikolaos P. Lavidas, Director, Independent non-executive member, Chairman of the Nomination and Remuneration Committee
7.Maria S. Georgalou, Director, Independent non-executive member, Member of the Audit Committee.
8.Stavroula A. Kampouridou, Director, Independent non-executive member, Member of the Audit
Annual Financial Report for the period 1/1/2025 to 31/12/2025 330
Committee.
9.Konstantinos Petr-El. Paikos, Director Independent non-executive member, Member of the Nomination and Remuneration Committee.
The number of employed human resources of the Group on 31/12/2025 was 4,572 people and on 31/12/2024 3,598 people. Respectively, the human resources of the Company were 140 people on 31/12/2025 and 117 people on 31/12/2024.
1.2 Object of Activities
The Company’s activities are the investment in domestic and foreign companies of all types, regardless their objectives and corporate type.
The scope of operations of FOURLIS HOLDING COMPANY includes the provision of services to businesses of all kinds in the areas of general administration, financial management, and information technology. With the aim of leveraging synergies and improving coordination in decision-making and implementation, the Group’s support services in Greece were centralized, specifically those related to financial planning and control, human resources, information technology, cash management, corporate governance, regulatory compliance, risk management, data protection, and sustainable development.
The direct and indirect subsidiaries and affiliates of the Group, included in the Financial Statements are the following:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 331

Direct subsidiaries | Parent | Location | Ownership interest (%)
HOUSEMARKET S.A. | FOURLIS HOLDINGS S.A. | Greece | 100.00
SPORTSWEAR MARKET S.M.S.A. | FOURLIS HOLDINGS S.A. | Greece | 100.00
GENCO TRADE SRL | FOURLIS HOLDINGS S.A. | Romania | 0.90
WELLNESS S.A. | FOURLIS HOLDINGS S.A. | Greece | 100.00
Indirect subsidiaries |  |  |
HOUSE MARKET BULGARIA ΕAD | HOUSEMARKET S.A. | Bulgaria | 100.00
HM HOUSEMARKET (CYPRUS) LTD | HOUSEMARKET S.A. | Cyprus | 100.00
TRADE LOGISTICS SA | HOUSEMARKET S.A. | Greece | 100.00
WYLDES LIMITED LTD | HOUSEMARKET S.A. | Cyprus | 100.00
GENCO TRADE SRL | SPORTSWEAR MARKET S.M.S.A. | Romania | 99.10
GENCO BULGARIA EOOD | SPORTSWEAR MARKET S.M.S.A. | Bulgaria | 100.00
SPORTSWEAR MARKET LTD | SPORTSWEAR MARKET S.M.S.A. | Greece | 100.00
SPORTSWEAR MARKET (CYPRUS) LTD | SPORTSWEAR MARKET S.M.S.A. | Cyprus | 100.00
SPORTSWEAR MARKET ROMANIA SRL | SPORTSWEAR MARKET S.M.S.A. | Romania | 100.00
Affiliates |  |  |
VYNER LTD | WYLDES LIMITED LTD | Cyprus | 50.00
SW SOFIA MALL ENTERPRISES LTD | WYLDES LIMITED LTD | Bulgaria | 50.00
TRADE ESTATES R.E.I.C. | FOURLIS HOLDINGS S.A. | Greece | 21.74
TRADE ESTATES R.E.I.C. | HOUSEMARKET S.A. | Greece | 20.47
TRADE ESTATES R.E.I.C. | HM HOUSEMARKET (CYPRUS) LTD | Cyprus | 4.87
TRADE ESTATES CYPRUS LTD | H.M. ESTATES CYPRUS LTD | Cyprus | 47.08
TRADE ESTATES BULGARIA EAD | TRADE ESTATES R.E.I.C. | Bulgaria | 47.08
H.M. ESTATES CYPRUS LTD | TRADE ESTATES R.E.I.C. | Cyprus | 47.08
VOLYRENCO S.A. | TRADE ESTATES R.E.I.C. | Greece | 47.08
ΜΑΝΤΕΝΚΟ S.A. | TRADE ESTATES R.E.I.C. | Greece | 47.08
EVITENCO S.A. | TRADE ESTATES R.E.I.C | Greece | 47.08
PERSENCO ΜΑΕ | TRADE ESTATES R.E.I.C. | Greece | 47.08
RETS CONSTRUCTIONS S.A. | TRADE ESTATES RE.I.C. | Greece | 23.54

In the fiscal year from 1/1/2025 until 31/12/2025 the following changes in the share capital of the Parent Company took place:
Pursuant to the resolutions of the company’s Annual General Meeting of Shareholders held on June 20, 2025 (see the minutes of the General Meeting, No. 33/20.06.2025), the company’s share capital:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 332
(a) was increased by the amount of three hundred eighty-one thousand seven hundred eighty-three euros (381,783.00), through the capitalization of an equivalent portion of distributable reserves (specifically: the amount of €381,783.00 from the share premium reserve), through the issuance of 381,783 new common registered voting shares of the Company, with a par value of €1.00 each. The new shares were issued for the purpose of implementing the resolution of the Company’s Annual General Meeting of Shareholders dated 16/ 6, 2023, of the Company’s Annual General Meeting of Shareholders to establish a stock option plan for senior executives of the Company and its affiliated companies pursuant to Article 114 of Law 4548/2018 (“the Program”), in conjunction with the decision of the Board of Directors dated April 7, 2025, pursuant to which the beneficiaries of the Second Series of the Program were designated based on the proposal of the Nomination and Remuneration Committee dated March 28, 2025 and
(b) was reduced by the amount of two million six hundred six thousand five hundred ninety euros (2,606,590.00), through the cancellation of 2,606,590 treasury shares of the Company, with a par value of one euro (1.00) per share.
The above changes were registered in the General Commercial Registry (G.C.R.) on July 11, 2025 (Reg.No. 5428836 - pursuant to Announcement No. 3667605/11.07.2025 issued by the Directorate of Companies of the Ministry of Development and Investment).
Following the aforementioned increase, the company’s share capital amounts to fifty-one million one hundred thirty-five thousand four hundred seventy euros (51,135,470.00), divided into fifty-one million one hundred thirty-five thousand four hundred seventy (51,135,470) registered shares with a par value of one euro (1.00) per share.
2. In connection with the implementation of the following Stock Option Plans (Stock Option Plans) approved by resolutions of the Company’s General Meeting and currently in effect, and specifically the Stock Option Plan approved and adopted by resolution of the Company’s Extraordinary General Meeting on July 22, 2021 (hereinafter: “Program 1”) and the Share Distribution Program approved and in effect pursuant to the resolution of the Company’s Annual General Meeting of June 16, 2023 (hereinafter: “Program 2”) , for the acquisition of the Company’s shares by executives of the Company and its affiliated companies in the form of stock options pursuant to Article 113(13) of Law 4548/2018, during the 2025 fiscal year, 754,200 stock options (hereinafter “the Options”) were exercised (specifically: 125,200 Options corresponding to Plan 1 and 629,000 Options corresponding to Plan 2). Furthermore, pursuant to the Assurance Report dated December 31, 2025, issued by Independent Certified Public Accountant Andreas Chartofylakas, and the Board of Directors’ resolution dated December 31, 2025 (ref. Board of Directors minutes no. 493/12/31/2025), the exercise of the aforementioned Rights by the respective beneficiaries of the Programs was certified upon payment of the exercise price of the Rights, namely the amount of one euro (1.00) per share, which constituted the par value of the share, both on the date of the General Meeting’s resolution regarding Program 1 (July 22, 2021), as well as on the date of the General Meeting’s resolution regarding Program 2 (June 16, 2023), i.e., a total amount of seven hundred fifty-four thousand two hundred euros (754,200.00), through the issuance of 754,200 new common
Annual Financial Report for the period 1/1/2025 to 31/12/2025 333
registered voting shares of the Company, with a par value of 1.00 euro each, which were delivered to the respective beneficiaries of the Programs.
The above change was recorded in the General Commercial Registry (G.C.R.) on January 23, 2026 (Reg.No. 5909974), at which time the share capital increase took effect. In this regard, the Companies Directorate of the Ministry of Development issued Announcement No. 3984952/23.01.2026.
Following the above changes, the Company’s share capital now amounts to fifty-one million eight hundred eighty-nine thousand six hundred seventy euros (51,889,670.00), divided into 51,889,670 shares with a par value of 1.00 euro each, fully paid up.
2. Basis of presentation of the Financial Statements
2.1 Basis of preparation of the Financial Statements
The accompanying Financial Statements consist of the separate financial statements of the parent Company and the consolidated financial statements of the Group (hereinafter as “Financial Statements”) and have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The Company’s Board of Directors approved the accompanying financial statements for the year ended on December 31, 2025, on March 30, 2026. These financial statements are subject to the approval of the Ordinary General Assembly of the Company’s shareholders.
The accompanying separate and consolidated financial statements have been prepared on the historical cost basis, except for certain data of Assets and Liabilities (investment properties, financial hedging instruments, investments/financial assets available for sale) that have been measured at fair value, and assuming that the Company and its subsidiaries will continue as a going Group. The Management examined the impact of energy crisis up to the date of approval of these Consolidated and Separate Financial Statements and concluded that the going concern principle is the appropriate basis for their preparation. Reaching this conclusion, the Management closely monitors the developments and is ready to take all required steps and measures in order to deal with any consequences in its operational activities.
The Management concluded that the Group is able to fulfill all its obligations on time, at least for a period of 12 months from the Balance Sheet date and that there are no significant uncertainties that may call into question its ability to operate on the going concern principle. The Financial Statements are presented in thousands of euros, unless otherwise stated and differences in amounts are due to rounding.
2.2. Significant accounting estimates and judgments of the Management
The preparation of financial statements based on IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
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contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. Estimates are based on management’s previous experience including expectations of future events under normal conditions. The aforementioned judgments, estimates and assumptions are periodically re - assessed in order to be in line with current available data and reflect current risks.
When applying the Group’s accounting policies, management has made the following judgments, estimates and assumptions that may have a significant impact on the items reported in the accompanying financial statements:
Estimates:
•Deferred Tax Assets: Deferred tax assets are recognized to the extent that it is probable that taxable profits will arise against which tax losses can be offset and tax credits can be utilized. The recognition of deferred tax assets requires significant estimates and judgment regarding the future operations and prospects of the Group’s companies, as well as the amount and timing of taxable profits. Further details are included in Notes 3.20 and 26 of the Financial Statements.
•Fair Values of investment properties: the Group recognizes its investment properties at fair values as determined by independent valuation experts. Fair estimates of the value of investment properties are performed on an annual basis. The fair value of investment property is determined by real estate valuation experts using recognized valuation techniques and the principles of IFRS 13. Fair Value Measurement: Investment property is measured based on estimates prepared by independent real estate valuation experts, except where such values cannot be reliably determined. The significant methods and assumptions used by valuation experts in estimating the fair value of investment property are set out in Note 9.
•Impairment test of investments in subsidiaries: at each reporting date, the Parent Company examines whether there are impairment indicators in relation to its investments in subsidiaries. Such assessment requires management to make significant judgements with respect to the existence of internal or external factors and the extent to which they affect the recoverable amount of these investments. If impairment indicators exist, the Company determines the recoverable amount of these investments. The determination of the recoverable amount requires estimates to be made with respect to the expected future cash flows of the investment, the business plans of the subsidiaries, and the determination of the applicable discount and growth rates. Additional details regarding the impairment test for investments in subsidiaries are included in Note 11 of the Financial Statements.
•Impairment test of property, plant and equipment, right of use assets and assets held for sale: property, plant and equipment are constantly audited in order to be defined if there are indications which show that their book value is not recoverable. The Group considers, for impairment test purposes, that (a) each store basically is a cash flow generating unit while, (b) per case, assets or group of assets classified as held for sale may consist of a cash flow generating unit (CGU). In
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cases that property, plant and equipment are part of CGU and there are impairment value indications that the recoverable amount of the CGU is determined as the higher amount between value in use or fair value. Value in use is calculated by implementing the cash flow discount method, taking into consideration Management’s estimations (business plans 5-7 years) and any contingent impairment is determined by the comparison of book value and value in use. Fair value is calculated from independent valuation experts according to commonly accepted valuation principles. The loss-making operating result of stores was considered as indication of possible impairment and wherever there was existence of such indication, an impairment test was implemented. The impairment test did not show any impairment losses. Additional details regarding the impairment test for property plant and equipment are included in Note 7 of the Financial Statements.
•Useful lives of property plant and equipment, and intangible property: Management makes estimates when determining the useful lives of depreciable fixed assets. Such estimates are periodically reviewed. The useful lives estimated and applied are discussed in Notes 3.6 and 3.8 of the Financial Statements.
•Benefits to personnel: post - retirement obligations for the granting of benefits to employees are determined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actual developments in the future. These include the determination of a discount rate, future salary increases, disability rates, mortality rates and termination rates. Due to the complexity of the valuation and the basic assumptions included therein, a defined benefit obligation is highly sensitive to changes in these assumptions. Actuarial gains and losses that result from the difference among the actuarial assumptions are recognized in the Statement of Other Income. Such actuarial assumptions are periodically reviewed by the Management. Additional details are included in Note 20.1 of the Financial Statements.
•Share-based Benefits: The estimation of fair value for share-based payment transactions, requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 20.2 of the Financial Statements.
•Provisions for inventory: Inventory turnover ratio is tested regularly, and provisions are made for unmoved, slow moving, obsolete inventory which will be written-off within the next period. Estimations are also made for seasonality of inventory and estimation for future sale price as well as provisions for inventory count differences which are taken into account upon their valuation and are presented in Note 13 of the Financial Statements.
•Revenue from contracts with customers: The Group estimates the fair value of non-redeemed points by using historical data and by assessing exercise possibility.
Judgments:
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•Right of use assets: On the beginning date of the leasing period, a right of use asset and a liability are recognized by calculating present value of leases which remain unpaid, discounted with leasing interest rate (interest rate which would be accepted by the lessee in order to get a loan of all necessary funds with similar terms). The Group determines the leasing duration as the contractual leasing duration, including the period which is covered by a) the right to extend leasing if it is almost sure that it will be exercised, or b) the right to terminate the contract if it is almost sure that it will not be exercised. The Group implements a single discount rate at each leasing category with similar characteristics (as leasing with similar duration, for similar fixed assets and in respective economic environment). Afterwards, the asset is measured at cost less the depreciations and any impairment losses while, the liability is measured by increasing book value with interest expenses on the liability and by decreasing book value with leases payments. Further details are provided in Notes 8 and 23 of the Financial Statements.
•Assets held for sale: The Group classifies an asset or group of assets as held for sale when the following conditions are met for the asset, (or the group of assets) is available and in a condition suitable for immediate sale, and the sale is highly probable to occur within 12 months from the date of its classification as held for sale. Prior to their classification as assets held for sale, these assets are tested for impairment in accordance with IAS 36. Assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss is recognized in the statement of comprehensive income. The impairment test for property, plant, and equipment classified as held for sale was performed collectively for the property, plant, and equipment described in Note 9, as a single cash-generating unit, since it was determined that they would be sold only as a whole and not individually, and the criteria for a sale under IFRS 15 are met.
•Provisions for impaired receivables: provisions for impaired receivables are based on the
historical data of receivables and take into consideration the expected credit risk. The analysis of impaired receivables of the Statement of Financial Position is included in Note 14 of the Financial Statements.
•Regarding trade receivables, the Group applies the simplified approach to calculate ECL credit
losses. Therefore, the Group does not monitor changes in credit risk, but recognizes a loss rate based on the lifetime ECL in each reporting period. The Group has prepared a provision table based on historical credit loss experience, adjusted with future factors appropriate to the debtors and the economic environment.
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2.3 Changes in accounting standards and interpretations
The accounting policies adopted are consistent with those adopted in the previous fiscal year, except for the following standards, which the Group and the Company adopted as of January 1, 2025.
The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2025.
Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability” (effective for annual periods starting on or after 01/01/2025)
In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21. The Effects of Changes in Foreign Exchange Rates that require entities to provide more useful information in their financial statements when a currency cannot be exchanged into another currency. The amendments introduce a definition of currency exchangeability and the process by which an entity should assess this exchangeability. In addition, the amendments provide guidance on how an entity should estimate a spot exchange rate in cases where a currency is not exchangeable and require additional disclosures in cases where an entity has estimated a spot exchange rate due to a lack of exchangeability. The above have been adopted by the European Union with effective date of 01/01/2025. The amendments do not affect the consolidated and separate Financial Statements.
IFRS 9 & IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” (effective for annual periods starting on or after 01/01/2026)
In May 2024, the International Accounting Standards Board (IASB) issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures”. Specifically, the new amendments clarify when a financial liability should be derecognised when it is settled by electronic payment. Also, the amendments provide additional guidance for assessing contractual cash flow characteristics to financial assets with features related to ESG-linked feuatures (environmental, social, and governance). IASB amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. The Group and the Company will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2026.
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Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” (effective for annual periods starting on or after 01/01/2026)
On 18 December 2024 the International Accounting Standards Board (IASB) issued amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures” to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs). Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. The amendments allow companies to better reflect these contracts in the financial statements, by a) clarifying the application of the ‘own-use’ requirements, b) permitting hedge accounting if these contracts are used as hedging instruments and c) adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. The amendments are effective for accounting periods on or after 1 January 2026, with early application permitted. The Group and the Company will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2026.
Annual Improvements to IFRS Standards-Volume 11 (effective for annual periods starting on or after 01/01/2026)
In July 2024, the IASB issued the Annual Improvements to IFRS Accounting Standards-Volume 11 addressing minor amendments to the following Standards: IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’, IFRS 7 ‘Financial Instruments: Disclosures’, IFRS 9 ‘Financial Instruments’: IFRS 10 ‘Consolidated Financial Statements’, and IAS 7 ‘Statement of Cash Flows’. The Group and the Company will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2026.
IFRS 18 “Presentation and Disclosure in Financial Statements” (effective for annual periods starting on or after 01/01/2027)
In April 2024 the International Accounting Standards Board (IASB) issued a new standard, IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The objective of the Standard is to improve how information is communicated in an entity’s financial statements, particularly in the statement of profit or loss and in its notes to the financial statements. Specifically, the Standard will improve the quality of financial reporting due to a) the requirement of defined subtotals in the statement of profit or loss, b) the requirement of the disclosure about management-defined performance measures and c) the new principles for aggregation and disaggregation of information. The Group and the Company will
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examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01/01/2027)
In May 2024 the International Accounting Standards Board issued a new standard, IFRS 19 “Subsidiaries without Public Accountability: Disclosures”. The new standard allows eligible entities to elect to apply IFRS 19 reduced disclosure requirements instead of the disclosure requirements set out in other IFRS. IFRS 19 works alongside other IFRS, with eligible subsidiaries applying the measurement, recognition and presentation requirements set out in other IFRS and the reduced disclosures outlined in IFRS 19. This simplifies the preparation of IFRS financial statements for the subsidiaries that are in-scope of this standard while maintaining at the same time the usefulness of those financial statements for their users. IFRS 19 is effective from annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The Group and the Company will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
Amendments to IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01/01/2027)
IFRS 19 Subsidiaries without Public Accountability: Disclosures was developed based on the disclosure requirements in other IFRS Accounting Standards as at 28 February 2021. At the time of its issuance, IFRS 19 did not include reduced disclosure requirements introduced or amended after that date. In August 2025, the IASB amended IFRS 19 to incorporate reduced disclosure requirements for new and amended IFRS Accounting Standards issued between February 2021 and May 2024. IFRS 19 will continue to be updated when new or amended IFRS Accounting Standards are issued. The Group and the Company will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.
Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency” (effective for annual periods starting on or after 01/01/2027)
In November 2025, the International Accounting Standards Board (IASB) issued amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates,” with the aim of clarifying how entities should translate financial statements from a functional currency that is not hyperinflationary to the presentation currency of a hyperinflationary economy. According to the amendments, all amounts in the financial statements (assets, liabilities, equity, revenue, and expenses, including comparative figures) should be translated at the closing rate as of the date of the most recent statement of financial position. Previously, assets and liabilities were translated at the closing rate, while revenue and expenses were translated at the exchange rates prevailing on the transaction dates. Furthermore, when an entity applies IAS 29
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“Financial Reporting in Hyperinflationary Economies” to a foreign operation whose functional currency is not hyperinflationary, the comparative amounts for that foreign operation are restated using a general price index instead of the closing exchange rate. The amendments also introduce additional disclosure requirements, including disclosures regarding the application of the new translation requirements, instances in which the presentation currency ceases to be hyperinflationary, as well as the provision of summary financial information for the affected foreign operations. The Group and the Company will assess the impact of all of the above on their financial statements, although no impact on the financial statements is expected. The above have not been adopted by the European Union.
3. Significant accounting policies
The Financial Statements have been prepared in accordance with the following significant accounting policies.
3.1 Basis of Consolidation
The Consolidated Financial Statements comprise of the financial statements of the parent Company and all subsidiaries controlled by the Company. Control exists when the parent company has the power to govern the financial and operating policies of the subsidiaries so as to obtain benefits from them.
The subsidiaries’ financial statements are prepared as of the same reporting date and using the same accounting policies as the parent company. Intra-group transactions (including investments in related companies), balances and unrealized gains from transactions between the companies of the Group, are deleted. The Subsidiaries are fully consolidated from the date that the control is gained and cease to be consolidated from the date that the control is transferred out of the Group. Any losses are attributed to the non - controlling interest even if that results in a deficit balance. Transactions resulting in changes in the ownership interest of a subsidiary, are registered as an equity transaction. The financial results of subsidiaries, that are acquired or sold within the fiscal year, are included in the consolidated statement of comprehensive income from or up to the date of acquisition or sale, respectively.
3.2 Investments in subsidiaries
In the separate financial statements of the parent Company, investments in subsidiaries are accounted at cost, less any impairment’s accumulative losses. The Impairment test is carried out when there are clear indicators of impairment, in accordance with IAS 36 "Impairment of Assets".
3.3 Investments in associates
Associates are those entities, in which the Group has significant influence, but which are neither a subsidiary nor a joint venture of the Group. A percentage holding from 20% to 50% implies significant influence of the Group on this company. Such percentage holding indicates that the specific company is an associate. Investments in associates are consolidated using the equity method, according to which they are presented in the Statement of Financial Position at cost, adjusted to subsequent changes in the
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Group's share in the net assets of the associate and taking into account any impairments. Goodwill arising from acquisitions of associates is included in the value of investment, while any negative goodwill is recorded in the Income Statement of the fiscal year, in which the acquisition took place.
The Group’s share in the gains or losses of associates after acquisition is recognized in the Income Statement, while post - acquisition changed share in reserves is recognized directly in reserves.
Unrealized gains from transactions between the Group and its affiliated undertakings (associates) are deleted to the extent of the Group’s interest in the affiliated undertakings (associates). Accordingly, unrealized losses are deleted, unless the transaction provides evidence of impairment of the transferred asset.
When the Group’s participation to the associate’s losses equals or exceeds its investment in the associate, including any other bad debts, the Group does not recognize further losses, unless it has any legal or contractual liabilities or made payments on behalf of the associate and generally those arising from the shareholding status. In the separate financial statements of the Parent Company, investments in associates are evaluated at their acquisition cost, adjusted to the subsequent changes of the Group’s share in the net assets of the associate and taking into account any impairments.
3.4 Operating Business Segments
The Board of Directors of the Company is the chief operating decision maker and monitors internal financial reporting information in order to evaluate the performance of the Company and the Group and to take decisions about resource allocation.
The Management has defined its segments based on these internal reports according to IFRS 8. The operating segments are defined as those business segments where the Group is active and on which the internal information system of the Group is based.
For the categorization by business segment, the following has been taken into account:
•the nature of products and services,
•Quantitative limitations, specified by IFRS 8.
According to the aforementioned, the Group presents information by operating segment as follows (Note 5):
•Retail Trading of Home Furniture and Household Goods (IKEA stores).
•Retail Trading of Sporting Goods (INTERSPORT & FOOT LOCKER stores).
The Group now offers information by geographical segment as supplementary information to users of the Financial Statements.
3.5. Foreign currency conversions
(a) Functional currency and reporting currency
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The companies of the Group present their financial statements’ data in the currency of the financial environment in which each company operates (functional currency). The consolidated financial statements are presented in Euros which is the functional currency of the parent Company.
(b) Transactions and balances
Transactions in foreign currencies are converted to the functional currency according to the foreign exchange rates ruling at the date of the transaction. Profits and losses from foreign exchange differences arising from conversion of monetary items denominated in foreign currencies during the fiscal year and on the reporting date of Statement of Financial Position with the existing exchange rates, are recorded in the Income Statement. Foreign exchange differences on non-monetary items carried at their fair value are considered as part of the fair value of those items and are recorded together with the fair value differences.
(c) Foreign Group Companies (outside Greece)
Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using the functional currency. The currency conversion in the financial statements of the Group’s companies which use a different functional currency from the parent company is performed as follows:
•Assets and liabilities are converted to Euro using the foreign exchange rate applicable on the date of the Statement of Financial Position.
•Equity is converted using the exchange rates valid on the date they arose.
•Revenue and expenses are converted using the average foreign exchange rate of each financial period and on an annual basis according to the average foreign exchange rate of the last twelve (12) months.
•The resulting foreign exchange differences are recorded in the other comprehensive revenues and in the Reserve of Foreign Exchange differences from conversion of a Statement of Financial Position in F.C. When subsidiaries operating in foreign countries are sold, accumulated foreign exchange differences existing in the Reserve of Foreign Exchange differences from conversion of a Statement of Financial Position in F.C. are recorded in the financial statements of the relevant fiscal year as gains or losses from investments’ sales.
Goodwill and adjustments to fair values upon an acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and are converted at the exchange rate applicable on the date of the Statement of Financial Position and the foreign exchange differences are recognized in equity.
3.6 Property, plant and equipment (Tangible Assets)
The Group’s own and used tangible assets (property, plant and equipment) are measured, by category, as follows:
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•All categories of fixed assets (property, plant and equipment) are evaluated at cost less the accumulated depreciations and any impairment losses.
•The Acquisition Cost includes all directly attributable costs for the acquisition of the items of property, plant and equipment. These costs also include interests and the related expenses of loans drawn to finance the acquisition or construction of a fixed asset until the date when this is ready for its intended use.
Significant subsequent additions and improvements are capitalized at the acquisition cost of the relevant assets provided they increase the useful life and/or the productive capacity of the investment’s value. Costs for repairs and maintenance are recognized in the financial statements as expenses upon being incurred.
Upon selling of tangible fixed assets, the differences between the consideration received and their book value are recorded as gains or losses in the Financial Statements.
Depreciation of fixed assets is calculated on a straight - line basis over the estimated useful life of the assets. The useful life is reviewed on an annual basis.
The estimated useful lives of the Group’s fixed assets (property, plant and equipment), except for the land parcels that are not depreciated, have been specified as follows:

Fixed Asset Category | Useful life
Buildings - Building installations (owned premises) | 10 - 40 years
Buildings on third party property/ land | 10 – 36 years
Machinery and equipment | 9 - 10 years
Transport Means (Motor, Vehiicles) | 6 - 9 years
Miscellaneous equipment | 4 - 10 years

Productive properties or those, the use of which has not yet been determined and which are under construction are recorded at cost less any impairment losses. This cost includes professional fees and borrowing cost (loan cost). The depreciation of these properties, as well as of the other property of the Group begins from the time the properties are ready for use.
3.7 Investment property
Investment property is measured initially at acquisition cost, also including acquisition expenses. After the initial recognition, investment property is measured at fair value, which is reviewed every six months.
In case of owner occupation, the investment property is derecognized and transferred to the tangible assets (property, plant and equipment) at fair value on the transfer date. If a tangible fixed asset is reclassified from tangible fixed assets to investment property, due to a change in its use, any difference arising between its carrying amount (book value) and the fair value on the date of its transfer shall be recognized in equity as an adjustment to the value of tangible fixed assets, under IAS 16.
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Investment property is derecognized either on disposal (that is on the date on which the recipient / transferee acquires control of the investment property in accordance with the requirements for the determination of the time to fulfill a performance obligation in IFRS 15), or when it is finally withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the book value of the asset is recognized in the Income Statement in the write-off period. In determining the amount of consideration to be included in the profit or the loss arising from the write-off of investment property, the Group considers the effects of the variable consideration, the existence of a significant financing component, the non-cash consideration and the consideration paid to the buyer (if any) in accordance with the requirements for the determination of the transaction’s price in IFRS 15.
The fair value of investment property reflects, among other things, rental income from existing leases and assumptions about the rental income from future leases in light of the current market conditions. The fair value also reflects, on a similar basis, any cash outflow (including rental payments and other outflows) that would be expected from each property. Some of these outflows are recognized as liabilities, while other outflows, including any rent payments are not recognized in the financial statements. Repair and maintenance costs shall be charged to the Income Statement of the fiscal period in which they are incurred.
The carrying amount (book value) recognized in the Group’s Financial Statements reflects the market conditions on the date of the Statement of Financial Position. Any profit or loss arising from a change in the fair value of the investment constitutes a result and is recognized in the Income Statement for the fiscal period in which it arises.
Real estate in progress follows the investment property accounting policy. IAS 40 Investment property does not require the valuation profits/losses on completed investment property to be disclosed separately from those on investment property under development.
3.8 Intangible assets
The intangible assets of the Group (excluding goodwill) are depreciated over their useful life which is annually reviewed.
•Trademarks and Licenses
Trademarks and licenses are valued at acquisition cost according to the relevant invoices, less depreciations. The depreciations are performed on a straight - line basis over the estimated useful life of these items, which has been determined from 5 to 20 years.
•Software - Other intangible assets
Software licenses are valued at acquisition cost less depreciations. Depreciations are performed on a straight - line basis over the estimated useful lives of these items and the depreciation rate is 15%.
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Expenditure required for the maintenance of software is recorded as incurred expenses. Expenditure incurred for the development of specific software programs controlled by the Group (in - house developments), are recorded as intangible assets when the following conditions0 are met: a) when a specific asset is created, b) when it can be assumed that the created intangible asset will generate probable future economic benefits and c) when the development cost can be specified reliably. Such expenditures include labor costs and a ratio of overheads. In case of software replacement by a new program, provided that the old one is no longer in use, this intangible asset is permanently deleted from the Register of Fixed Assets and its non-depreciated net book value is recorded in the Income Statement of the relevant fiscal year.
In case of software upgrades, the said cost is added to the acquisition value and depreciations are calculated on the new acquisition value.
3.9 Impairment of non - financial assets except for the Goodwill
Tangible assets (p roperty, plant and equipment) are constantly tested in order to be defined if there are indications which show that their book value exceeds their recoverable value. The Group considers, for impairment test purposes, that each store is a cash generating unit (CGU). In cases where property, plant and equipment constitute a part of a CGU, such as a store and there are impairment indications which could lead to the conclusion that their book value exceeds their recoverable value, the recoverable amount of the CGU is determined by the calculation of the value in use. The value in use is calculated by implementing the cash flow discount method, taking into consideration the Management’s estimations as presented in business plans with a timeline of 5-7 years. Any contingent impairment is specified as the excess amount of book value compared to the value in use and is recorded in the Income Statement of the said fiscal year. The loss-making operating result of stores was considered as indication of possible impairment and wherever there was existence of such indication, an impairment test was implemented.
The carrying amounts of all Group’s assets are reviewed for possible impairment when there is indication that their book value can’t be recovered i.e. when the book value is higher than the recoverable amount from their use or sale.
The recoverable value is the greater of the fair value less the required costs for sale and the asset’s value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using an appropriate pre - tax discount rate. If the recoverable value is less than the carrying value, then the non-depreciated net book value is reduced to the recoverable value.
Impairment losses are recorded as incurred expenses in the Income Statement of the said fiscal year, except if the asset has been revalued, then the impairment loss reduces the related revaluation reserve by the amount covered by previous goodwill. An assessment is made on each reporting date as to whether there is any indication that previously recognized impairment losses exist or have been
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decreased. If such indication exists, the Group re-estimates the asset’s recoverable amount. When in a subsequent period, the impairment loss should be reversed, the carrying value of the asset is increased up to the level of the revised estimation of the recoverable amount. The new net book value should not exceed the net book value that would have been determined if the impairment losses had not been accounted in previous periods.
3.10 Current / Non-current assets and liabilities: classification
The Group presents the assets and liabilities in the statement of financial position based on the classification as current / non-current.
An asset is classified as current when:
•It is expected to be realized, or its sale / consumption has been predicted within the next period;
•It is mainly maintained for trading purposes;
•It is expected to be realized within twelve months since the reference period.
Or it is cash or cash equivalent unless they have been excluded from the exchange or their use in order to settle a liability for at least 12 months after the reference period.
All other assets are classified as non-current.
A liability is current when:
•It is expected to be settled within the next operation year;
•It is mainly maintained for trading purposes;
•It is clarified that it will be settled within 12 months after the reference period.
There is no unconditional right to postpone the solution of a liability for at least 12 months after the reference period.
The liability terms which could, upon the selection of the counterparty, lead to its settlement, by issuing financial products, do not affect its classification.
The Group classifies all its other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
3.11 Financial instruments – initial recognition and measurement
IFRS 9 Financial Instruments
Initial recognition and de-identification:
In accordance with IFRS 9, a financial asset or a financial liability is initially recognized at its fair value, adjusted for any direct transaction costs, on the date on which the Group becomes a party to the terms
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of the financial instrument.
A financial asset is derecognized from the Statement of Financial Position when the contractual rights to the cash flows of the asset expire or when the Group transfers the financial instrument and substantially all the risks and rewards associated with ownership. Similarly, a financial liability (or part thereof) is derecognized from the Statement of Financial Position when, and only when, the contractual obligation is settled, canceled, or expires.
Classification and measurement of financial assets:
Except for trade receivables that do not contain a significant financing component and are measured at their transaction price in accordance with IFRS 15, financial assets are initially measured at fair value plus transaction costs, except for financial assets measured at fair value through profit or loss.
Financial assets, other than those that are designated and effective hedging instruments, are classified into the following categories:
a. financial assets at amortized cost,
b. financial assets at fair value through profit or loss, and
c. financial assets at fair value through other comprehensive income.
The classification is determined based on the Group’s business model regarding the management of financial assets and the characteristics of their contractual cash flows.
All income and expenses related to financial assets and recognized in the Income Statement are included in the line items “Financial expenses” and “Financial income,” except for the impairment of trade receivables, which is included in operating results.
Subsequent measurement of financial assets
A financial asset is subsequently measured at fair value through profit or loss, at amortized cost, or at fair value through other comprehensive income.
The classification is based on two criteria:
i. the business model for managing a financial asset, i.e., whether the objective is to hold the asset to collect contractual cash flows, as well as to sell financial assets, and
ii. if the contractual cash flows of the financial asset consist solely of principal and interest payments on the outstanding balance (SPPI criterion).
The amortized cost measurement category includes non-derivative financial assets such as loans and receivables with fixed or determinable payments that are not traded in an active market. After initial recognition, they are measured at amortized cost using the effective interest method. In cases where the impact of discounting is immaterial, discounting is omitted.
For financial assets measured at fair value through other comprehensive income, changes in fair value
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are recognized in other comprehensive income in the Statement of Comprehensive Income and reclassified to the Statement of Income upon derecognition of the asset. The Group’s investments in equity securities are classified at fair value through other comprehensive income, without re-recognizing gains or losses in profit or loss upon derecognition. The Group intends to hold these equity securities for the foreseeable future and has irrevocably decided to classify them as fair value through other comprehensive income following initial recognition or reclassification. In accordance with IFRS 9, equity instruments measured at fair value through other comprehensive income are not subject to impairment testing.
For financial assets measured at fair value through profit or loss, changes in fair value are recognized directly in profit or loss in the Statement of Comprehensive Income.
3.12 Impairment of financial assets
At each balance sheet date, the Group and the Company recognize impairment provisions for expected credit losses on all financial assets, except those measured at fair value through profit or loss.
The objective of the impairment requirements of IFRS 9 is to recognize expected credit losses over the entire life of a financial instrument whose credit risk has increased since initial recognition, regardless of whether the assessment is made at a collective or individual level, using all information that can be gathered, based on both historical and current data, as well as data relating to future estimates.
To apply the above approach, a distinction is made between:
· financial assets whose credit risk has not increased significantly since initial recognition or which do not have low credit risk as of the reporting date (Stage 1),
· those for which credit risk has deteriorated significantly since initial recognition and which do not have low credit risk (Stage 2), and
· items for which there is objective evidence of impairment as of the reporting date (Stage 3).
For financial assets classified in Stage 1, expected credit losses are recognized for the next twelve-month period, while for those classified in Stage 2 or Stage 3, expected credit losses are recognized for the entire remaining life of the financial asset.
Expected credit losses are based on the difference between the contractual cash flows and the cash flows that the Group or the Company expects to receive. The difference is discounted using the financial asset’s original effective interest rate.
The Group and the Company apply the simplified approach of the Standard for trade receivables, calculating expected credit losses over the entire life of the assets. These losses are based on expected shortfalls in contractual cash flows, taking into account the probability of default at any point during the life of the financial instrument.
The Group uses historical experience to determine the risk of default, as well as available information regarding future conditions affecting debtors and the economic environment at the end of each reporting
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period. When calculating expected credit losses, changes in credit risk are not tracked; instead, a loss rate is recognized that reflects expected credit losses over the entire life of the receivables in each reporting period.
The Group has prepared a forecast table, grouping financial instruments based on the nature and maturity of the balances, taking into account available historical data regarding the debtors, adjusted for future factors affecting them and the broader economic environment.
The assessment of expected credit losses for transactions with related parties is based on their financial position and the Group’s strategic intention to support them. As a result, credit risk is considered negligible and the expected loss immaterial.
3.13 Inventory
Inventory (goods) is valued at the lower of cost or net realizable value. Cost is determined by using the weighted average method. The net realizable value is the estimated sales price at the ordinary course of the undertaking’s business less any relevant costs to sell having in mind seasonality and other parameters. The cost of inventory does not include any financial expenses.
3.14 Trade receivables
The Group’s largest volume of sales is generated through retail channels, with transactions primarily settled in cash or via debit and credit cards. As a result, credit risk from customers is limited.
Trade receivables are initially recognized at fair value, while balances exceeding normal credit limits or for which there are indications that the Group is unable to collect are assessed for impairment.
For these receivables, the Group recognizes impairment provisions for expected credit losses in accordance with the simplified approach of IFRS 9, calculating losses over the entire life of the assets. Impairment losses are recognized in the period’s results.
Trade and other receivables are subsequently measured at amortized cost using the effective interest method, taking into account any impairment provisions.
With regard to loans to related parties, it should be noted that there is no credit risk for the Group and the Company arising from continuing operations.
3.15 Treasury and equivalents (Cash and cash equivalents)
Cash and cash equivalents include cash, deposits at current bank accounts and the short term (up to 3 months) investments of high liquidation and low risk.
3.16 Assets held for sale and discontinued operation
Assets held for sale are valued at the lower price between carrying (non-depreciated) amount and fair value less the costs required for the sale.
Any possible fair value increase in a subsequent valuation is registered in the Income Statement but for
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amounts not bigger than the initially registered impairment loss. Since the date on which an asset is classified as held for sale, this asset is no longer depreciated or amortized. Before their classification, it was tested if the specific assets compose a single cash generating unit and then their impairment test took place.
Assets held for sale are classified as such, provided that their carrying value will be mainly recovered through sale rather than through their continuing use. This condition is considered valid only when the sale is highly probable, and the asset is available for immediate sale at its current condition. In order for the sale to be very possible, the appropriate level of the Management must have a plan for the sale of the asset (or the group of assets) and must be committed to this, while an active plan must have been initiated so as to find a buyer and complete the program. Moreover, active efforts must be done in order to sell the asset (or group of assets) at a reasonable price compared to its current fair value. Also, the Management must have proceeded its actions for the sale at such point, so as to be expected to be completed either based on stipulated by contractual time commitment or within a year from classification date. For assets measured at fair value, such as investment properties, the measurement provisions of IFRS 5 do not apply and continue to be measured at fair value.
A discontinued operation is an integral part of a financial entity that either has been sold or has been classified as held for sale and:
a)represents a separate major part of business operations or a geographical area of operations,
b)is part of a single, coordinated divestment program of a great part of operations or a geographical area of operations or
c)is a subsidiary acquired exclusively with the prospect to be resold.
3.17 Share Capital
Direct costs for the issue of shares are incurred after deduction of the relevant income tax, in reduction of the share premium reserve. The cost of treasury shares net of any related income tax (if any) is recorded as a reduction of the Group’s equity, until these shares are sold or cancelled. Any gain or loss on sale of treasury shares, net of direct transaction costs and any related income tax, if any, is recorded as a reserve account under equity.
3.18 Loans
Loans are initially recorded at their fair value less any direct costs related to the transaction. After initial recognition, they are subsequently measured at carrying (non-depreciated) cost using the effective interest rate method.
Interests and related expenses on loans taken for purchase or construction of fixed assets are capitalized. From the beginning of the productive operation of fixed assets and henceforth, the interests of the loan shall be recorded in the Income Statement of the Company. In case of borrowing specifically for the purpose of constructing a fixed asset, according to the Loan Agreement, the Loan Agreement
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will be linked to the said fixed asset. Otherwise, in order to determine the part of the loan related with that fixed asset, a method is implemented to determine the proportion of the capitalized interest and the proportion of the interest which will be recorded to the Company’s Income Statement as an expense. Revenues, occurred as a result of investing part of a loan taken for construction of a fixed asset, shall reduce the amount of borrowing costs capitalized.
Loan expenses paid upon signing of new credits are recognized as loan expenses if part or total of the new credit line is received. In that case, they are registered as future loan expenses until the loan is received. If the new loans are not used, partly or fully, then these expenses are included in prepaid expenses and are recognized in the Income Statement during the period of the relevant credit line.
3.19 Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments to mitigate the risk arising from fluctuations in interest rates. When initiating a hedge relationship, the Group shall define and officially document the hedge relationship to which it wishes to apply hedge accounting, as well as the objective and thee risk management strategy for undertaking the hedge.
The documentation includes the determination of the hedging instrument, of the hedged item, the nature of the risk hedged and the method by which the Group will assess if the hedge relationship meets the requirement of the hedging effectiveness (including the analysis of the sources of the hedging ineffectiveness and of the method for the determination of the hedging index). A hedging relationship meets the requirements for a hedging accounting, provided it meets all the following effectiveness requirements:
•There is an "economic relationship" between the hedged item and the hedging instrument.
•The credit risk effect “does not prevail on the changes of the value” arising from this economic relationship.
•The ratio of the hedge and the hedge relationship is not the same with the one arising from the quantity of the hedged item which the Group actually hedges and the quantity of the hedging instrument that the Group actually uses for the hedging of this quantity of the hedged item.
The hedges meeting all criteria for the hedging accounting shall be accounted for, as described below:
Such derivative financial instruments are recognized at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value.
The effective part of the profit or loss from the cash flow hedging instrument is recognized to the Other Comprehensive Income Statement (OCI) as cash flow hedging reserve, while any ineffective part is promptly recognized to the Income Statement. The cash flow hedging reserve is adjusted to the lowest amount of the cumulative profits or losses from the hedging instrument and the accumulated change at the fair value of the hedged item.
The amounts accumulated in the Other Comprehensive Income Statement (OCI) are accounted for, based on the nature of the underlying hedged transaction. In accordance with the cash flow hedging
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accounting, when the prescribed hedged transactions lead to the recognition of a non-financial asset or of a non-financial liability, then at the time of recognition of the benefit or the loss, the profits and the losses that had previously been recorded in the Total Comprehensive Income Statement are integrated in the initial cost valuation of these assets or liabilities. This shall also apply, when the hedged provided transaction on a non-financial asset or of a non-financial liability later becomes a standard commitment to which a fair value hedging accounting applies. In all other cases of cash flow hedging, the profits or the losses recorded to equity are transferred to the Income Statement of the fiscal period in which the provided hedged transactions affect the Total Comprehensive Income Statement.
Regarding derivatives that do not meet the requirements of the hedging accounting, the profits or losses arising from changes at fair value are directly transferred to the Income Statement of the same year.
3.20 Income Tax and Deferred Tax
Taxes recorded in the financial statement of the relevant fiscal period include both current and deferred taxes.
Current income tax is recognized in the Income Statement, except to the extent that it relates to transactions recorded directly in equity. Current income taxes include the current liabilities and/ or assets, to or from the tax authorities, in relation to the taxes payable on the taxable income of the fiscal period. Current taxes are increased by any income taxes related to provisions for tax differences or additional taxes which are imposed by the tax authorities upon audit of the unaudited taxed years.
Deferred tax assets and liabilities are measured at the tax rates which are expected to apply in the year in which the asset or liability will be settled, taking into account the tax rates (and tax laws) that have been enacted or are de facto applicable up to the date of the Statement of Financial Position.
Deferred taxes arise on temporary differences between the recognition of assets and liabilities for tax purposes and those for the purposes of preparation of the financial statements. Deferred tax is calculated using the liability method on all taxable temporary differences between the tax basis and book value of assets and liabilities in the financial statements.
The expected tax effects of temporary tax differences are recognized either as future (deferred) tax liabilities or as deferred tax assets. In case of an inability to accurately measure temporary tax differences, the initial recognition is made based on estimation of the reversal time and such estimation is reviewed each year.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses, to the extent that it is probable that sufficient future taxable income will be available against which the unused tax losses and tax credits can be used or sufficient taxable deductible temporary differences that incur in the same company and will be recovered. Significant judgement is required by the Management in order for the value of deferred tax assets be defined, which can be recognized having in mind the future tax incomes as well as the tax plan of the Group.
The Group sets off deferred tax assets and deferred tax liabilities only if:
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•it has a legal right to set off current tax assets (or receivables) against current tax payables and
•deferred tax assets and deferred tax liabilities relate to income tax imposed by the same tax authority.
As a result of this handling, deferred tax assets and liabilities are presented on a net basis (offset amount) in the separate financial statements of the Company while such items are presented separately in the consolidated financial statements of the Group.
If the deferred income tax arises from initial recognition of an asset or liability in a transaction other than business combination, then it does not affect the neither the accounting nor the taxable profit and loss and therefore it is not taken into account.
The tax rates applied in the countries that the Group operates for the year 2024 are presented below:

Country | % Income Tax/ Deferred Tax Rates
Greece | 22.0%
Romania | 16.0%
Cyprus | 15.0%
Bulgaria | 10.0%

3.21 Employee Benefits
Employee benefits are:
a) Short-term benefits
Short term benefits to employees in money or in kind are recorded as an expense as they accrue.
b) Post - retirement benefits
Companies of the Group pay retirement compensation to their employees. Such compensation varies in relation to the employees’ years of service and salary payable at the time of retirement and is accounted for as a defined benefit plan. Post - retirement obligations are calculated at the discounted value of future employee benefits accrued as at the end of the reporting period (fiscal year), based on the recognition of an employees’ right to benefits to be earned over their expected labor life. The above-mentioned obligations are calculated based on financial and actuarial assumptions and are specified using the Projected Unit Method. Net retirement costs for the fiscal period are included in the attached statement of comprehensive income and consist of the present value of the employees’ benefits that were accrued during the current year, the interests derived from the employee benefit obligation and
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the actuarial profits or losses which are promptly and directly recorded in the other comprehensive income, and they are not transferred in the financial statement in forthcoming periods. Full Yield Curve method is used for the discount. The Group applies article 8 par. A of Law 3198/1955.
c) State insurance programs
The employees of the Greek subsidiaries of the Group are covered, in terms of insurance programs, mainly through the principal State Social Security Organisation (EFKA) covering the private sector, which grants pension and medical coverage. Every employee is obliged to contribute part of their monthly salary to the social security fund, while part of the aggregate contribution is covered by the employer. Upon retirement, the pension fund is responsible to cover the granting of pensions and retirement benefits to the employees. Consequently, the Group does not have any other legal or assumed obligation to pay future employee benefits according to this pension program. This program is considered and accounted for as a defined contribution plan whereby the accrued social security contributions are recorded as an expense in the financial period in which they are incurred.
d) Private insurance programs
Every full-time employee of the Group belonging to the management team, according to the Company’s Charter of Operation, is covered by a private insurance pension and other benefits program. The Group covers, the contractually defined contribution fees, while the financial management of the program is assigned to an Insurance Firm. The accrued cost of the insurance fees is considered and accounted for as a defined contribution plan whereby the accrued cost of the insurance fees is recorded as expense in the period in which they are incurred.
e) Share-based payments (IFRS 2)
The Company intends to attract, retain and solicit the executives of the Company and the executives of its subsidiaries and affiliated companies, since through the Stock Options plan, the participants acquire a direct equity interest in the Company which link their performance to the Company’s future performance and the increase of shareholder value. The programs constitute payments for shares (equity shares transactions).
The Company makes decisions regarding the implementation of Stock Options and Stock Grands Plans – to executives of the Company and its subsidiaries and affiliates in compliance with par.5 of Art.42e of Law 2190/1920.
A basic condition for participation in the Stock Options and Stock Grands plans is the salaried working relationship of executives with the Company or its subsidiaries and affiliates. The cost of equity settled transactions is measured by reference to the fair value of the relevant options on the date on which they are granted and is recognized as an expense over the period from grant date to maturity date of the relevant options with a concurrent increase in equity. In the separate financial statements of the Company, the cost of the benefits concerning the executives of the subsidiaries is recognized as an
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increase in the participation in subsidiaries, while for the company's staff, the cost of the benefits is recognized as an expense in the results (Income Statement) of the year.
The programs take into account the following variables: Exercise price, Share price on grant date, Grant Date, M aturity date(s) of rights, Expected Stock Volatility, Dividend Yield, Risk Free Rate.
3.22 Government grants for purchase of fixed equipment
Government grants are recognized when there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. Government grants for the purchase of fixed assets are demonstrated in the balance sheet as other non-current liabilities. The depreciation of the grant is made over the expected useful life of the related fixed assets and is recorded as other income in the Statement of Comprehensive Income.
3.23 Contingent liabilities and Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle this obligation, and a reliable estimate of the amount of the obligation can be made.
Provisions are reviewed on the date of the Statement of Financial Position and adjusted to reflect the present value of the expense expected to be required to settle the liability.
Contingent liabilities are not recognized in the Financial Statements but are disclosed unless there is a probability of financial outflow of resources embodying economic benefits.
Contingent receivables are not recognized in the Financial Statements but are disclosed if the inflow of economic benefits is probable.
3.24 Revenue and expense recognition
Revenue is measured at the fair value of sales of goods and provision of services, net of Value Added Tax, discounts and returns. The intragroup revenues are deleted.
The recognition of the revenues is accounted for as follows:
•Sales of goods and revenue from contracts with customers: Sales of goods are recognized when the Group invoices and delivers the goods to the customers and the goods are accepted by them. Retail sales are usually concluded through cash payments or through credit cards. In these cases, the income recognized is the amount received by the customer.
IFRS 15 establishes a 5-step model implemented for income arising from a contract with a customer (with limited exceptions), regardless of the type of income transaction or segment. The standard applies also for the recognition and measurement of profits and losses from the sale of non-financial assets which are not included in the ordinary operation of the Group (e.g. sales of tangible or intangible assets). It requires that entities must allocate the transaction price from contracts to distinctive promises, namely execution liabilities, based on standalone selling prices, according to
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the five-step model. Afterwards, the income is recognized when the entity satisfies execution liabilities, namely when it transfers goods or services which are specified in the contract to the customer.
The standard is based on the principle that the income is recognized when control of a product or service is transferred to the customer. The Group operates in retail trading of furniture and household goods and sporting goods. According to IFRS 15, Revenue from contracts with customers, the Group recognizes revenue when control of the products is transferred, that is when the products are delivered to the customer. Therefore, the adoption of IFRS 15 did not have an impact at the time of the revenue recognition. Net sales revenue is measured at fair value of the amount received. Net sales revenues exclude amounts collected by third parties such as value added taxes, as these are not included in the transaction price.
However, future discounts related to customer loyalty programs of the Group’s companies create a right which must be recognized when exercised or expired, only if it is considered substantial and the customer would not acquire it if the initial transaction was not implemented. The Group provides discounts to its customers based on the points gathered from transactions made by using the customer loyalty program card. All these discounts are settled within 18 to 24 months depending on the program. According to the requirements of the standard, the Group estimates that these discounts represent substantial right for customers, create obligation for execution and therefore part of the income of each transaction which corresponds to this right will be recognized when exercised (fulfilment of obligation) or expired. IFRS 15 neither excludes nor defines a specific methodology for the estimation of the selling price of the point gathered as long as the estimation constitutes a reliable reflection of the price at which the Group would provide separately this product to the customer.
•Provision of services: The income from provision of services is recorded in the period in which the services are provided, based on the stage of completion of the provided services.
•Interest income: Interest income is recognized proportionally in time and by using the effective interest rate.
•Dividends: Dividends are considered as income when the right to receive them is established. The aforementioned right is established after the decision of the General Assembly (ordinary or extraordinary). Expenses are recognized in the statement of comprehensive income as accrued.
•Advertising costs: The Advertising cost is recorded in the Income Statement of the relevant fiscal period with the registration of the relevant expenses incurred and is included in the operation and distribution expenses.
•Borrowing costs: Underwriters costs, legal and other direct costs incurred upon issue of long-term loans reform the amount of these loans and are recorded to the Income Statement based on the effective interest rate method over the duration of the loan contract. Borrowing cost is recognized as an expense during the issue period, except for the case that Group capitalizes borrowing costs
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according to IAS 23.
•Credit card expenses: Credit card expenses are accounted for under distribution operating expenses.
3.25 Leases and subleases
Leases in which all the risks and benefits of the property remain with the lessor are recorded as finance leases. All the other leasing contracts are recorded as operating leases.
•Group as a Lessor: Income from operating leasing is recognized as income on a straight - line basis over the lease term.
•Group as a Lessee: In more details, on the beginning date of the leasing period, a right of use asset and a liability are recognized by calculating present value of leases which remain unpaid, discounted with leasing interest rate (interest rate which would be accepted by the lessee in order to borrow all necessary funds with similar terms). The Group determines the leasing duration as the contractual leasing duration, including the period which is covered by a) the right to extend leasing if it is almost sure that it will be exercised, or b) the right to terminate the contract if it is almost sure that it will not be exercised. The Group implements a single discount rate at each leasing category with similar characteristics (as leasing with similar duration, fixed assets and economic environment). Afterwards, the asset is measured at cost less depreciation and any impairment losses while, the liability is measured by increasing book value with interest expenses on the liability and by decreasing book value with payments of leases.
Regarding the Net Investment from Subleases, the following accounting policy was applied in accordance with the standard for Leases (IFRS 16):
The buyer-lessor recognizes the transferred asset and then applies the lessor's accounting for the leaseback. Group companies that lease an underlying asset act as an "intermediate lessor" to a third party lessee, with the original lease ("master lease") between the lessor and the lessee remaining in effect.
A sublease is classified as a finance or operating lease based on the right to use an asset arising from the main lease and not by reference to the underlying asset.
The sublease is accounted for as follows:
If the sublease is classified as a finance lease, the initial lessee shall derecognise the right to use the asset in the finance lease at the inception of the sublease and continue to account for the liability under the finance lease in accordance with the lessee's accounting model under IFRS 16. At the same time it recognises the net investment in the sublease as the gross investment in the lease (equal to the sum of (a) the rental payments that the lessor may claim under a finance lease; and (b) any unguaranteed residual value to which the lessor is entitled) discounted at the implicit interest rate of the lease or if that rate cannot be readily determined, at the lessee's differential borrowing rate, with any difference recognised in the income statement.
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3.26 Derecognition of financial assets and liabilities
Financial Assets
A financial asset is derecognized from the Statement of Financial Position when the contractual rights to the asset’s cash flows expire or when the Group transfers the financial instrument and substantially all the risks and rewards associated with ownership.
Financial liabilities
A financial liability (or part thereof) is derecognized from the Statement of Financial Position when, and only when, the contractual obligation is discharged, canceled, or expires.
3.27 Earnings/Losses per share
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the reporting period.
The weighted average number of shares is calculated by summing the existing shares in which the share capital is divided by the potentially exercisable rights that the Company has and subtracting the number of treasury shares.
Diluted EPS is calculated by starting from basic EPS and then adjusting earnings and the number of shares by the potential effects of all securities convertible into ordinary shares that have a dilutive effect on basic EPS.
3.28 Business combinations and goodwill
Business combinations and goodwill A business combination is a transaction or other event in which an acquirer takes control of one or more businesses. A business is defined as an integrated set of activities and assets that can be directed and managed to provide benefits directly to the owners. If the acquired assets are not a business, the transaction or other event is accounted for as an acquisition of an asset and the cost is allocated to the assets and liabilities assumed based on their relative fair values at the date of acquisition.
Business combinations are accounted for using the acquisition method. The cost of an acquisition of a subsidiary is the fair value of the assets given, shares issued and liabilities incurred at the date of exchange, plus the amount of any non-controlling interest measured, for each combination, either at fair value or at the non-controlling interest's proportionate share of the fair value of the net assets acquired. Costs directly attributable to the acquisition are expensed as incurred. If the total cost of the acquisition is less than the fair value of the individual net assets acquired, the difference is recognised immediately in profit or loss.
Goodwill arising from the acquisition of subsidiaries is presented as an intangible asset. Goodwill is not amortised but is subject to an impairment test at least annually. Thus, after initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing,
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goodwill is allocated at the acquisition date to each cash-generating unit expected to benefit from the combination.
The impairment test is performed by comparing the recoverable amount of the unit with the carrying amount of each unit, including any goodwill allocated to that unit. The recoverable amount is the higher of the fair value less costs to sell and the unit's value in use. Value in use is determined by discounting future cash flows at an appropriate discount rate. An impairment loss recognised for goodwill is not reversed in subsequent years. Gains and losses on disposal of subsidiaries are determined by taking into account the goodwill attributable to the entity sold.
4. Financial and Non-Financial Risk Management and significant pending court cases
a)Financial and Non-Financial Risk Management
Risk management is handled by the Finance Department, which operates according to specific rules set by the Board of Directors.
The Group has adopted the “Enterprise Risk Management” (ERM) methodology which facilitates and enables the organization to identify, evaluate and manage risks through a structured approach. The methodology is based on the COSO (Committee of Sponsoring Organizations of the Treadway Commission) ERM, which provides guidance on how to integrate ERM practices and outlines the principles of their implementation. In this context, risks were identified and assessed and recorded in the Group’s Risk Register.
More specifically, the risk categories are: Profitability and Liquidity, Reputation and Ethics, Society and People, Regulatory Compliance, Strategy, Customers, Health and Safety, Growth and Competition, Technology and Functions. The most important risks that have been identified for the Group are:
•Risk related to the Sustainability category: The likelihood that the business strategy is not aligned with ESG (Environmental, Social and Corporate Governance) obligations such as Climate & Sustainability and corporate governance expectations and the associated impact on the Group's financial results and reputation.
•Risk related to the Sustainability category: The possibility of an increase in energy prices for any reason would have a negative impact on the Group's financial ratios.
•People, Health and Safety risk: the likelihood of difficulties in attracting, developing (including training) and retaining the required skills and talent (including new skills in digital technologies) and the associated impact on the Group's performance.
•Risk relevant to the Strategy category: The likelihood of failure to clearly define strategy and align it with business objectives and the associated impact on the Group's growth.
•Risk related to the Strategy category: The likelihood of failure to adopt cutting-edge technology / alignment of IT strategy with business strategy and new business models and the associated impact on the Group's reputation and revenue.
•Risk relevant to the Profitability and Liquidity category: The possibility of ineffective liquidity management, as well as an unclear liquidity strategy and the related impact on the Group's earnings and liquidity.
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•Risk related to the Profitability and Liquidity category: The likelihood of adverse global macroeconomic events and the related impact on the Group's earnings
•Risk related to the Growth & Competition category: the likelihood of new competitors (e-shop or physical stores) and the associated impact on the loss of market share.
•Risk related to the Development & Competition category: The possibility of entry of international digital marketplaces and the related impact on the loss of market share.
•Risk related to the Information Systems Technology and Security category: the possibility of high costs of information systems platforms and the impact on the Group's profits.
•Risk related to the Information Systems Technology and Security category: the likelihood of a cyber-attack and the associated impact on the Group's profits, performance and reputation.
•Risk related to the Operations category: The likelihood of poor inventory management and the related impact on the Group's performance and revenues
•Risk related to the Customers category: The likelihood of not meeting customer quality expectations and the associated impact on loss of reputation and market share.
•Risk related to the Compliance category: The likelihood of the absence of Policies and Procedures to prevent incidents such as corruption, harassment, human rights, child labour, diversity, inclusion and discrimination issues.
The Board of Directors provides written instructions and guidelines for general risk management as well as specific instructions for the management of specific risks, such as foreign exchange risk and interest rate risk.
a) Financial risk management
The Group is exposed to financial risks such as foreign exchange risk, interest rate risk and liquidity risk. The Finance Department identifies, assesses and hedges the financial risks in cooperation with the Group's subsidiaries.
Foreign Exchange Risk:
The Group is exposed to foreign exchange risks arising from transactions in foreign currencies (RON, USD, SEK) with suppliers who invoice the Group in currencies other than the local. The Group, in order to minimize the foreign exchange risk, according to the needs, in certain cases, evaluates the need to pre - purchase foreign currencies.
Interest rate risk and liquidity:
The Group is exposed to cash flow risk which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or/and outflows related to the Group’s assets or/and liabilities.
Liquidity risk is minimized via the availability of adequate credit lines and significant cash (treasury). The Group has entered into Forward Interest Rate Swap (IRS) contracts in order to face these risks.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 361
Property price and lease risk:
The Group is exposed to property price and lease risks as regards the possibility of a decrease in the commercial value of the real estate and/or leases, which may come from developments in the real estate market in which it operates, the general conditions of the Greek and international macroeconomic environment, from the characteristics of the Company's portfolio real estate and from events concerning the Company's existing tenants.
To reduce property price risk, the Group carefully selects properties that are located in excellent position and promoted in commercial areas so as to reduce its exposure to this risk. It seeks to enter into long-term operating lease contracts, with tenants of high credibility, in which are foreseen annual adjustments of the lease related to the Consumer Price Index, while in case of negative inflation there is no negative impact on the leases.
Risk from the energy crisis and inflationary pressures
The Group is closely monitoring developments relating to the energy crisis and inflationary pressures in order to adapt to the specific circumstances that arise. It complies with the official instructions of the competent authorities for the operation of its physical stores and headquarters in the countries in which it operates. It shall comply with the legislation in force and shall continue to trade in its physical stores in accordance with the instructions.
The energy costs for the operation of the Group's stores and warehouses are affected by the large increases observed internationally, but constitute a relatively small part of the Group's operating costs.
The Group continues to make strictly selected investments in both of the retail sectors in which it operates.
Regarding developments in Ukraine and the Middle East, the Group states that it has no subsidiaries, parent or affiliated companies based in Russia, Ukraine or the Middle East, nor does it have any significant transactions with related parties from these countries. The Group also declares that it has no significant customers or suppliers or subcontractors or business partners from Russia, Ukraine or the Middle East. The Group states that it does not maintain any accounts or have any loans with Russian banks. Management is closely monitoring developments and is prepared to take all necessary measures to address any impact on its operating activities.
Non-financial risks:
In addition to the financial risks, the Group also focuses on non-financial risks related to specific issues, which have been identified as essential in the context of sustainable development. These issues concern the full compliance with the legislation and the implementation of corporate governance policies, human resources, the environmental impact of the companies' activity, the supply chain, and the evolution of the companies in the market in which they operate. Risk management presupposes the definition of objective goals based on which the most important events that can affect the Group are identified, the relevant risks are assessed, and the response to them is decided.
b) Significant Pending Court Cases
Annual Financial Report for the period 1/1/2025 to 31/12/2025 362
There are no litigations or legal issues that might have a material impact on the Group’s or the Company’s Annual Financial Statements for the period 1/1 - 31/12/2025.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 363
5. Segment Information
The Group is active on the following two operating segments:
• Retail Trading of Home Furniture and Households Goods (IKEA stores).
• Retail Trading of Sporting Goods (INTERSPORT and FOOT LOCKER stores).
The main financial reporting interest focuses on the business distribution of the Group's activity in the above operating segments, where the different operating environments are accompanied by different risks and benefits. In addition, the Group operates mainly in one geographic segment, that of South-Eastern Europe, with Greece as the main country of activity and additionally Romania, Bulgaria and Cyprus.
The Group's sales revenue in 2025 is mainly derived by 60% from the activity in Greece (59% in 2024) and by 40%% from the other countries in Southeast Europe (41% in 2024) broken down into 17% from Bulgaria (17% in 2024), 14% from Cyprus (15% in 2024) and 9% from Romania (9% in 2024).
The Company's sales revenue relates to cross-sectoral transactions and is entirely eliminated at the Consolidated Financial Statements level.
It is noted that in 2025 a change was implemented in the service-charging policy from the parent company to its subsidiaries. The change is related to the development and operation of the shared services model and concerns the expansion of the administrative services provided within the Group
Group results by operating segment for the year 2025 are analysed below:

| 31/12/2025
| Retail Home Furnishings | Retail Sporting Goods | Fourlis Holdings SA | Elim - Cons Entries | Fourlis Group
Revenue | 369,471 | 221,033 | 9,193 | (6,029) | 593,667
Cost of Goods Sold | (193,312) | (118,171) | (8,641) | 7,053 | (313,071)
Gross Profit | 176,159 | 102,862 | 552 | 1,024 | 280,596
Other income | 15,394 | 4,055 | 4,587 | (4,499) | 19,537
Distribution expenses | (133,887) | (87,261) | 0 | 136 | (221,012)
Administrative expenses | (29,389) | (12,943) | (5,988) | 832 | (47,487)
Other operating expenses | (475) | (460) | (70) | 119 | (887)
Operating Profit / (Loss) | 27,801 | 6,253 | (919) | (2,388) | 30,747
Total finance income | 64 | 403 | 2 | 1 | 471
Total finance cost | (15,293) | (7,031) | (173) | (177) | (22,675)
Contribution associate companies profit and loss | 3,790 | 0 | 0 | 17,543 | 21,332
Loss on sale of subsidiaries | 0 | 0 | (8,159) | 7,850 | (309)
Dividends | 0 | 0 | 25,122 | (25,122) | 0
Profit / (Loss) before Tax | 16,362 | (375) | 15,872 | (2,294) | 29,566
Depreciation | (24,956) | (24,016) | (924) | (1,537) | (51,433)

Annual Financial Report for the period 1/1/2025 to 31/12/2025 364
Accordingly, the operating segment results for the year ended December 31, 2024 for the Group are presented in the table below:

| 31/12/2024
| Retail Home Furnishings | Retail Sporting Goods | Fourlis Holdings SA | Elim - Cons Entries | Fourlis Group
Revenue | 346,132 | 181,151 | 5,116 | (2,706) | 529,692
Cost of Goods Sold | (184,078) | (96,031) | (5,004) | 3,827 | (281,285)
Gross Profit | 162,054 | 85,120 | 112 | 1,122 | 248,407
Other income | 16,134 | 1,722 | 2,847 | (2,878) | 17,825
Distribution expenses | (127,387) | (71,085) | 0 | (874) | (199,345)
Administrative expenses | (21,023) | (10,143) | (8,393) | 104 | (39,455)
Other operating expenses | (220) | (287) | (181) | (3) | (690)
Operating Profit / (Loss) | 29,559 | 5,328 | (5,615) | (2,530) | 26,742
Total finance income | 51 | 222 | 3 | 0 | 276
Total finance cost | (15,497) | (5,610) | (175) | (159) | (21,441)
Contribution associate companies profit and loss | 2,083 | 0 | 0 | 206 | 2,289
Loss on sale of subsidiaries | 0 | (125) | 0 | 0 | (125)
Dividends | 0 | 0 | 14,080 | (14,080) | 0
Profit/(loss) before tax | 16,196 | (186) | 8,294 | (16,563) | 7,741
Depreciation | (23,803) | (21,370) | (975) | (116) | (46,264)

Respectively, the structure of assets and liabilities as at 31 December 2025 and 31 December 2024 in the above operating segments is analyzed as follows:

| 31/12/2025
| Retail Home Furnishings | Retail Sporting Goods | Fourlis Holdings SA | Elim - Cons Entries | Fourlis Group
Property plant and equipment | 62,364 | 26,084 | 2,294 | 910 | 91,652
Right of use assets | 294,296 | 81,007 | 2,955 | 2,130 | 380,389
Other Non-current Assets | 110,220 | 22,671 | 176,588 | (76,073) | 233,406
Total non-current assets | 466,880 | 129,761 | 181,837 | (73,032) | 705,446
Total Assets | 551,023 | 254,053 | 186,055 | (78,492) | 912,639
Non - current loans | 52,219 | 24,928 | 22 | 0 | 77,168
Lease liabilities | 305,606 | 73,678 | 2,514 | 2,071 | 383,869
Other Non-current Liabilities | 5,926 | 1,045 | 798 | 29 | 7,797
Total non current Liabilities | 363,750 | 99,651 | 3,333 | 2,101 | 468,835
Total liabilities | 471,000 | 214,180 | 12,357 | (3,704) | 693,833

Annual Financial Report for the period 1/1/2025 to 31/12/2025 365

| 31/12/2024
| Retail Home Furnishings | Retail Sporting Goods | Fourlis Holdings SA | Elim - Cons Entries | Fourlis Group
Property plant and equipment | 57,992 | 22,907 | 1,503 | 894 | 83,295
Right of use assets | 99,679 | 68,517 | 3,431 | 2,754 | 174,381
Other Non-current Assets | 46,704 | 5,225 | 166,124 | (155,787) | 62,266
Total non-current assets | 204,375 | 96,649 | 171,057 | (152,139) | 319,942
Assets classified as held for sale | 627,819 | 0 | 0 | (70,893) | 556,926
Total Assets | 909,660 | 187,206 | 174,219 | (221,015) | 1,050,070
Non - current loans | 84,373 | 22,310 | 26 | 0 | 106,710
Lease liabilities | 75,307 | 61,697 | 2,962 | 2,222 | 142,188
Other Non-current Liabilities | 6,120 | 882 | 828 | 25 | 7,855
Total non current Liabilities | 165,801 | 84,889 | 3,816 | 2,246 | 256,752
Liability arising from assets held for sale | 297,842 | 0 | 0 | 0 | 297,842
Total liabilities | 557,532 | 172,486 | 9,615 | 6,708 | 746,342

It is noted that the consolidation entries column includes transactions between the parent company and operating segments of the Group.
6. Analysis of expenses and other operating income
(a) The expenses are presented in the financial statements as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Distribution expenses | 175,836 | 158,963 | 0 | 0
Administrative expenses | 41,231 | 33,574 | 5,064 | 7,418
Depreciation/Amortisation (Distribution) | 45,176 | 40,383 | 0 | 0
Depreciation/Amortisation (Administration) | 6,257 | 5,881 | 924 | 975
Expenses embedded on cost of sales | 0 | 0 | 8,641 | 5,004
Other operating expenses | 887 | 690 | 70 | 181
Total | 269,386 | 239,491 | 14,699 | 13,578

The main categories of expenses are analyzed below:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Payroll Expenses | 100,421 | 89,457 | 7,617 | 8,219
Third party services | 62,280 | 53,645 | 3,150 | 2,345
Taxes-duties | 2,498 | 2,284 | 15 | 2
Depreciation/Amortisation/Net gain/loss from fair value adj. of invest propery | 51,433 | 46,264 | 924 | 975
Other operating expenses | 47,648 | 43,135 | 2,993 | 2,037
Credit Card fees | 5,106 | 4,705 | 0 | 0
Total | 269,386 | 239,491 | 14,699 | 13,578

Annual Financial Report for the period 1/1/2025 to 31/12/2025 366
For the fiscal year ended December 31, 2025, other expenses include fees to GRANT THORNTON S.A., Certified Public Accountants and Business Advisors, amounting to EUR 0 thousand for the Company (2024: EUR 0 thousand) and EUR 11 thousand for the Group (2024: EUR 10 thousand), relating to services other than the audit of the financial statements, i.e., excluding statutory audit services and the issuance of the tax compliance report.
Statutory audit services and the issuance of the tax compliance report for the 2025 financial year amounted to EUR 65 thousand for the Company (2024: EUR 31 thousand) and EUR 335 thousand for the Group (2024: EUR 287 thousand).
Other assurance services for the year ended 2025 amounted to €40 thousand for the Company (2024: €25 thousand) and €40 thousand for the Group (2024: €25 thousand).
Payroll expenses are analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Salaries and wages | 78,639 | 68,906 | 5,854 | 5,973
Social security contributions | 14,111 | 12,519 | 883 | 930
Miscellaneous grants | 7,670 | 8,032 | 881 | 1,317
Total | 100,421 | 89,457 | 7,617 | 8,219

(b) Other operating income is analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Revenue from non-use of provisions | 2,964 | 856 | 285 | 5
Fixed Assets Gain | 22 | 13 | 0 | 0
Other income | 16,552 | 16,956 | 4,302 | 2,842
Total | 19,537 | 17,825 | 4,587 | 2,847

The Group’s other income for the fiscal year 2025 includes an amount of €6,110 thousand (2024: €4,031 thousand), mainly related to order dispatch revenue, customer services amounting to €4,077 thousand (2024: €4,184 thousand), solar PV income of €273 thousand (2024: €310 thousand), and other income amounting to €5,572 thousand (2024: €8,431 thousand) and advertising income amounting to €520 thousand (2024: €0).
Furthermore, the Company's other income for the fiscal year 2025 include revenue from the invoicing of software license maintenance to subsidiaries amounting to €3,591 thousand (2024: €2,005 thousand), income from property subleases, shared expenses, and other invoicing to subsidiaries amounting to €670 thousand (2024: €670 thousand), as well as income from the invoicing of travel expenses related to administrative support services amounting to €39 thousand (2024: €31 thousand).
Annual Financial Report for the period 1/1/2025 to 31/12/2025 367
(c) Net Financial Results are analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Interest - expenses | (5,189) | (6,706) | 0 | 0
Foreign exchange differences (expense) -realized- | (1,211) | (156) | 0 | (1)
Interest of lease liabilities | (15,369) | (13,466) | (160) | (170)
Other financial expenses | (906) | (1,112) | (13) | (3)
Total finance cost | (22,675) | (21,441) | (173) | (175)
Interest and related income | 91 | 76 | 2 | 3
Foreign exchange differences (income) -realized- | 274 | 81 | 0 | 0
Other financial income | 105 | 120 | 0 | 0
Total finance income | 471 | 276 | 2 | 3

(d) The consolidated financial statements include, the associate companies: VYNER LTD, SW SOFIA MALL ENTERPRISES LTD, EVITENCO SA, R ΕΤΣ SA, TRADE ESTATES REIC, TRADE ESTATES BULGARIA EAD, TRADE ESTATES CYPRUS LTD, Η.Μ. ESTATES CYPRUS LTD, VOLYRENCO SA, MANTENKO SA and PERSENCO SA by using the equity method.
7. Property, plant and equipment
Property, plant and equipment for the Group are analyzed as follows:

| Group
| Buildings and installations | Machinery /Installations | Vehicles | Furniture | Assets under construction | Total
Net book value at 31.12.2024 | 48,613 | 12,212 | 699 | 18,166 | 3,605 | 83,295
1.1 - 31.12.2025 |  |  |  |  |  |
Acquisition of owner‑occupied tangible assets from the purchase of subsidiaries (at acquisition cost) | 1,523 | 0 | 0 | 1,048 | 10 | 2,581
Additions | 7,858 | 1,524 | 1,587 | 6,957 | 4,757 | 22,683
Other changes at acquisition cost | 4,109 | (121) | 18 | 544 | (5,900) | (1,350)
Acquisition of owner‑occupied tangible assets from the purchase of subsidiaries (depreciation) | (980) | 0 | 0 | (672) | 0 | (1,652)
Depreciation/amortization | (6,938) | (2,121) | (159) | (5,479) | 0 | (14,696)
Other changes in depreciation | 428 | 105 | 0 | 258 | 0 | 791
Acquisition cost at 31.12.2025 | 128,240 | 27,784 | 7,538 | 84,122 | 2,472 | 250,157
Accumulated depreciation at 31.12.2025 | (73,627) | (16,184) | (5,394) | (63,300) | 0 | (158,505)
Net book value at 31.12.2025 | 54,613 | 11,600 | 2,144 | 20,822 | 2,472 | 91,652

Annual Financial Report for the period 1/1/2025 to 31/12/2025 368

| Group
| Buildings and installations | Machinery /Installations | Vehicles | Furniture | Assets under construction | Total
Net book value at 31.12.2023 | 36,865 | 13,646 | 789 | 17,713 | 4,350 | 73,363
1.1 - 31.12.2024 |  |  |  |  |  |
Additions | 13,696 | 786 | 85 | 5,461 | 4,062 | 24,090
Other changes in acquisition cost | 3,336 | (130) | (128) | (703) | (4,808) | (2,433)
Acquisition costs | (131) | (68) | (163) | (735) | 0 | (1,097)
Depreciation/ amortization | (5,700) | (2,222) | (191) | (4,947) | 0 | (13,060)
Other changes in depreciation | 461 | 134 | 145 | 1,036 | 0 | 1,776
Reclassification of fully depreciated assets to assets held for sale. | 86 | 66 | 163 | 340 | 0 | 655
Acquisition cost at 31.12.2024 | 114,750 | 26,381 | 5,932 | 75,574 | 3,605 | 226,241
Accumulated depreciation at 31.12.2024 | (66,137) | (14,168) | (5,233) | (57,407) | 0 | (142,946)
Net book value at 31.12.2024 | 48,613 | 12,212 | 699 | 18,166 | 3,605 | 83,295

The line item “Acquisition of property, plant and equipment used in own operations through acquisition of subsidiaries”, amounting to €1 million, relates to the Group’s acquisition in April 2025, through its subsidiary SPORTSWEAR MARKET LtD, of the three (3) FOOT LOCKER stores in Greece—located in Athens (Ermou Street and The Mall Athens) and in Thessaloniki (Cosmos store)—as well as, through the subsidiary SPORTSWEAR MARKET ROMANIA S.R.L., the acquisition of three (3) new stores in Romania: Controceni, Mega Mall, and Brasov.
The additions to the tangible assets of the fiscal year concern expenses for the configuration and purchase of retail store equipment (new and existing) for the household equipment and furniture and sports goods sectors. More specifically, in the household equipment and furnishings sector, the additions mainly concern the configuration of the space of the new IKEA store in Heraklion and the other IKEA stores, an amount of euro 10 million; in the configuration of the new INTERSPORT stores in Renti, Ioannina, Heraklion, Thessaloniki and Patras, and the existing ones in Greece and Romania, an amount of 4.3 million euros; in the formation of new Footlocker stores in Greece in Heraklion, Larissa, Chalandri, an amount of 1.1 million, Romania in Iasi an amount of 0.6 million; in the configuration of the new IKEA mega logistics center in Aspropyrgos, an amount of Euro 4 million, as well as in the upgrade of the security of cyber-attack protection systems, an amount of Euro 2.2 million.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 369
Other changes in acquisition cost include foreign exchange differences arising from the translation of the fixed asset balances of the foreign subsidiaries, amounting to €378 thousand; write-offs amounting to €570 thousand; as well as €388 thousand relating to the transfer of amounts from the line assets under construction to the software intangible assets category.
Furthermore, other changes in accumulated depreciation include foreign exchange differences arising from the translation of the fixed asset balances of the foreign subsidiaries, amounting to €221 thousand, as well as fixed asset write-offs ans sales amounting to €570 thousand.
Depreciation of property, plant and equipment for the year 2025 amounted to €14,696 thousand (2024: €13,060 thousand). Total depreciation of tangible and intangible assets, amounting to €17,304 thousand (2024: €15,590 thousand), was allocated as follows: €14,184 thousand (2024: €12,964 thousand) to distribution expenses and €3,120 thousand (2024: €2,626 thousand) to administrative expenses.
The net book value of tangible assets related to the IKEA, INTERSPORT, HOLLAND & BARRET, and FOOT LOCKER stores as of December 31, 2025, amounts to the following for the Group:

Net book value of tangible assets
| 31/12/2025 | 31/12/2024
IKEA | 47,687 | 44,263
INTERSPORT | 19,582 | 19,804
HOLLAND & BARRET | 795 | 725
FOOT LOCKER | 2,420 | 0
| 70,485 | 64,792

As of December 31, 2025, the Group assessed whether any indications of impairment existed for its owner‑occupied property, plant and equipment and for its right‑of‑use assets related to stores. Where such indications were identified, impairment tests were performed in accordance with the provisions of IAS 36 "Impairment of Assets". The key assumptions used in the recoverable amount calculations are summarised below:
•Valuation method: Value in use, based on the discounted cash flow (DCF) method
•Discount rate (WACC): 7,1% - 11,2%
•Forecast horizon: 5 years
•Rate of increase in perpetuity: 1,0 % - 2,5 %
Based on the results of the aforementioned assessments, an impairment loss of €314 thousand was recognized on owner-occupied property, plant and equipment of Genco Trade SRL.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 370
The Company's property, plant and equipment tables for the fiscal year 2025 and 2024 respectively are presented below:

| Company
| Buildings and installations | Furniture | Assets under construction | Total
Net book value at 31.12.2024 | 734 | 299 | 470 | 1,503
1.1 - 31.12.2025 |  |  |  |
Additions | 44 | 76 | 1,348 | 1,468
Other changes in acquisition cost | 0 | 5 | (476) | (471)
Depreciation/ amortization | (135) | (71) | 0 | (206)
Other changes in depreciation | 0 | 0 | 0 | 0
Acquisition cost at 31.12.2025 | 1,111 | 791 | 1,342 | 3,244
Accumulated depreciation at 31.12.2025 | (468) | (482) | 0 | (950)
Net book value at 31.12.2025 | 644 | 309 | 1,342 | 2,294

| Company
| Buildings and installations | Furniture | Assets under construction | Total
Net book value at 31.12.2023 | 35 | 120 | 5 | 160
1.1 - 31.12.2024 |  |  |  |
Additions | 744 | 228 | 1,073 | 2,045
Other changes in acquisition cost | 0 | (31) | (609) | (640)
Depreciation/ amortization | (45) | (48) | 0 | (93)
Other changes in depreciation | 0 | 31 | 0 | 31
Acquisition cost at 31.12.2024 | 1,067 | 710 | 470 | 2,247
Accumulated depreciation at 31.12.2024 | (333) | (411) | 0 | (744)
Net book value at 31.12.2024 | 734 | 299 | 470 | 1,503

Annual Financial Report for the period 1/1/2025 to 31/12/2025 371
8. Right of use assets and subleases
Right of use assets of the Group for the years 2025 and 2024 are analysed as follows:

| Group
| Leasing Buildings | Leasing Vehicles | Total
Net book value at 31.12.2024 | 173,023 | 1,358 | 174,381
1.1 - 31.12.2025 |  |  |
Acquired right-of-use assets from business combinations (at acquisition cost) | 5,541 | 0 | 5,541
Additions | 46,220 | 936 | 47,155
Other changes (at acquisition cost) | 224,648 | (377) | 224,272
Depreciation/ amortization | (33,495) | (634) | (34,129)
Other changes (depreciation) | (37,205) | 374 | (36,831)
Acquisition cost at 31.12.2025 | 533,753 | 4,198 | 537,951
Accumulated depreciation at 31.12.2025 | (155,021) | (2,541) | (157,562)
Net book value at 31.12.2025 | 378,732 | 1,657 | 380,389

| Group
| Leasing Buildings | Leasing Vehicles | Total
Net book value at 31.12.2023 | 132,535 | 1,681 | 134,217
1.1 - 31.12.2024 |  |  |
Additions | 59,641 | 408 | 60,049
Other changes (at acquisition cost) | (17,574) | (144) | (17,718)
Classification of assets held for sale (acquisition cost) | (329) | (198) | (527)
Depreciation/ amortization | (30,085) | (590) | (30,675)
Other changes in depreciation | 28,606 | 144 | 28,750
Classification of assets held for sale (depreciation) | 229 | 55 | 285
Acquisition cost at 31.12.2024 | 257,343 | 3,639 | 260,982
Accumulated depreciation at 31.12.2024 | (84,320) | (2,281) | (86,601)
Net book value at 31.12.2024 | 173,023 | 1,358 | 174,381

The line item Acquisition of right-of-use assets from the purchase of subsidiaries, amounting to €5.5 million, relates to the acquisition by the Group in April 2025, through the subsidiary SPORTSWEAR MARKET LTD, of the three (3) FOOT LOCKER stores in Greece—located in Athens on Ermou Street, at The Mall Athens, and in Thessaloniki at the Cosmos store—as well as, through the subsidiary SPORTSWEAR MARKET ROMANIA S.R.L., the acquisition of three (3) new stores in Romania: Controceni, Mega Mall and Brasov.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 372
Additions to right-of-use assets for the period mainly relate to new lease contracts and amendments of the exesting ones in the home furnishing and furniture sector amounting to €23 million, as well as new contracts and renewals of existing ones for the stores in the athletic goods sector amounting to €24 million.
The line item Other changes in acquisition cost, amounting to €225 thousand, and the line item Other changes in accumulated depreciation, amounting to €37 thousand, include the lease contracts mainly relating to the home furnishing and furniture sector with TRADE ESTATES, as a result of its deconsolidation from the Company’s consolidated financial statements.
The net book value of the right-of-use assets related to the IKEA, INTERSPORT, HOLLAND & BARRET, and FOOT LOCKER stores as of December 31, 2025, amounts to the following for the Group:

Net Book Value of Assets with Right of Use
| 31/12/2025 | 31/12/2024
IKEA | 275,300 | 266,140
INTERSPORT | 61,260 | 62,004
HOLLAND & BARRET | 3,486 | 4,123
FOOT LOCKER | 13,051 | 0
| 353,097 | 332,267

The Net Investment in Subleases relates to the recognition of the stores leased by SNEAKERS MARKET from the Group’s subsidiary SPORTSWEAR MARKET S.A. The movement of the line item for the financial year 2025 is analysed as follows:

| Group |
| 31/12/2025 | 31/12/2024 |
Opening Balance | 3,841 | 4,234 |
Income | (394) | (393) |
Lease termination | (344) | 0 |
Total | 3,103 | 3,841 |

As of December 31, 2025, the Group assessed whether any indications of impairment existed for its owner‑occupied property, plant and equipment and right‑of‑use assets related to stores. Where such indications were identified, impairment tests were performed in accordance with the provisions of IAS 36 "Impairment of Assets". The key assumptions used in the recoverable amount calculations are summarised below:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 373
•Valuation method: Value in use, based on the discounted cash flow (DCF) method
•Discount rate (WACC): 7,1% - 11,2%
•Forecast horizon: 5 years
•Rate of increase in perpetuity: 1% - 2,5%
Based on the results of the above tests, there was no need to recognise an impairment loss.
Right of use assets of the Company for the fiscal years 202 5 and 202 4 are analysed as follows:

| Company
| Leasing Buildings | Leasing Vehicles | Total
Net book value at 31.12.2024 | 3,073 | 358 | 3,431
1.1 - 31.12.2025 |  |  |
Additions | 85 | 96 | 181
Other changes (acquisition cost) | 0 | (50) | (50)
Depreciation/ amortization | (520) | (136) | (657)
Other changes (depreciation) | 0 | 50 | 50
Acquisition cost at 31.12.2025 | 5,397 | 810 | 6,207
Accumulated depreciation at 31.12.2025 | (2,759) | (492) | (3,251)
Net book value at 31.12.2025 | 2,638 | 318 | 2,955

| Company
| Leasing Buildings | Leasing Vehicles | Total
Net book value at 31.12.2023 | 408 | 455 | 863
1.1 - 31.12.2024 |  |  |
Additions | 3,347 | 37 | 3,383
Other changes (acquisition cost) | (212) | (36) | (248)
Depreciation/ amortization | (682) | (134) | (816)
Other changes (depreciation) | 212 | 36 | 248
Acquisition cost at 31.12.2024 | 5,312 | 764 | 6,076
Accumulated depreciation at 31.12.2024 | (2,239) | (406) | (2,645)
Net book value at 31.12.2024 | 3,073 | 358 | 3,431

Annual Financial Report for the period 1/1/2025 to 31/12/2025 374
9. Assets held for sale
9.1 Loss of control over the company TRADE ESTATES REIC with retention of an interest conferring significant influence (reclassification from subsidiary to associate).
9.1.1. Sale of a 16% interest in the Group’s investment in TRADE ESTATES REIC
As of December 31, 2024 the Group held a total participation interest of 63,31% in the Company TRADE ESTATES REIC resulting to the consolidation of this subsidiary according to the full consolidation method, as defined in the IFRS 10 “Consolidated Financial Statements”. During the current financial year, and specifically on 4 February 2025, FOURLIS S.A. Holdings successfully completed the private placement of 19,279,935 ordinary registered voting shares of the aforementioned subsidiary, representing 16% of its total share capital and voting rights. In particular, the shares were offered by the Company’s subsidiaries HOUSE MARKET BULGARIA E.A.D, TRADE LOGISTICS S.A. and HM HOUSEMARKET CYPRUS, to selected investors for a total consideration of €29 million, corresponding to a price of €1.50 per share.
As a result, the Group’s total direct and indirect participation interest in the Company decreased from 63.31% to 47.32% as at 4 February 2025. Consequently, the Group lost control of TRADE ESTATES REIC. The retained investment was reclassified as an associate as of the aforementioned date and is subsequently accounted for in the consolidated financial statements of the Group using the equity method, in accordance with IAS 28 ‘Investments in Associates’.
9.1.2. Impact of the sale of 16% of the investment in TRADE ESTATES REIC, with retention of a 47.32% interest (hereinafter, the “Transaction”)
As a result of the sale of 16% of the investment in TRADE ESTATES REIC, as described in note 9.1.1 above, the Company’s total (direct and indirect) interest in the entity, decreased from 63.31% to 47.32%, resulting in the loss of control in accordance with IFRS 10 ‘Consolidated Financial Statements’.
The remaining 47.32% interest, from the date of the sale onwards, is accounted for in the Group’s consolidated financial statements using the equity method, in accordance with the requirements of IAS 28 ‘Investments in Associates’. The abovementioned transaction resulted in a total gain of €6,322 thousand for the Group, representing the total profit from the Transaction (i.e., from the proportion sold and the remeasurement of the retained interest previously consolidated as a subsidiary).
Annual Financial Report for the period 1/1/2025 to 31/12/2025 375
The carrying amounts of the net assets of the aforementioned subsidiary derecognized at the date of loss of control are detailed as follows:

Sale in TRADE ESTATES REIC leading to loss of control | Balances at the date of sale
ASSETS
Total Assets | 559,227
LIABILITIES
Total Liabilities | 297,535
Net Assets | 261,692

Similarly, the calculation of the result of the Transaction (sale of a 16% interest with retention of 47.32% of the original investment) is analyzed as follows:

Sale of 16% of shares (minus the relative expenses for the transaction) | 28,450
Fair Value of the retained interest in the associate (refer to note 9.1.3) | 148,129
Non - controling interest at the date of the transaction | 105,911
Total | 282,490
(Minus) Net Assets | (261,692)
(Plus) Reclassification of other comprehensive income related to discontinued operations to profit or loss for the period | 3,667
(Minus) Intercompany eliminations related to leases and other adjustments* | (18,143)
Total gain from the Transaction | 6,322
Results from discontinued operations for the period 01/01–04/02/2025 (refer to Note 9.2) | 1,234
Total results from discontinued operations (refer to Note 9.2) | 7,556

* Following the loss of control over TRADE ESTATES, lease agreements for properties between TRADE ESTATES and the Group’s subsidiaries are no longer eliminated at the consolidation level. Prior to the date of loss of control, the related intercompany balances (right-of-use assets and lease liabilities) were eliminated in consolidation in accordance with the requirements of IFRS 10. From 4 February 2025 onwards, such leases are accounted for, as contracts with third parties, resulting in the recognition of right-of-use assets and corresponding lease liabilities in the consolidated financial statements.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 376
The gain on the retained investment from its initial recognition as an associate is analysed as follows:

Fair value of the retained 47.32% investment in TRADE ESTATES REIC | 148,129
Less: Percentage retained on the carrying amount of the subsidiary’s net assets at the deconsolidation date due to loss of control | 123,824
Gain on the retained investment | 24,305

9.1.3 Fair value measurement of assets held for sale
According to IAS 28 Investments in Associates, paragraph 32, the investment is accounted for using the equity method from the date on which it becomes an associate. Upon the initial recognition of the associate, the difference must be recognised between the carrying amount of the retained investment in the consolidated financial statements (i.e. €123,824 thousand) and the net fair value of the associate’s identifiable assets and liabilities (€148,129 thousand). This difference (the excess of the Group’s share in the net fair value of the identifiable assets and liabilities compared to the carrying amount of the investment at Group level) is included in the result of the Transaction (see detailed Note 9.1.2 above). It is noted that the fair value of the net assets of TRADE ESTATES REIC (i.e. its identifiable assets and liabilities) at the date it was recognised as an associate amounted to €313,057 thousand, with the identifiable assets including the company’s investment properties, which are measured at fair value in accordance with the provisions of IAS 40.
At the meeting of 8 December 2025, TRADE ESTATES REIC resolved to increase the company’s share capital by the amount of nine hundred sixty-five thousand two hundred thirty-three euro and sixty cents (€965,233.60) and to issue six hundred three thousand two hundred seventy-one (603,271) new registered shares with a nominal value of one euro and sixty cents (€1.60) each. Consequently, the share capital of TRADE ESTATES REIC now amounts to one hundred ninety-three million eight hundred eleven thousand two hundred sixty-seven euro and twenty cents (€193,811,267.20), divided into one hundred twenty-one million one hundred thirty-two thousand forty-two (121,132,042) registered shares with a nominal value of one euro and sixty cents (€1.60) each. As a result of the increase, the Group’s participation percentage decreased by 0.5%, to 47.08%.
In the Group’s results for the period presented, and specifically in the line item Share of profit of associates, the Group’s share of the results of TRADE ESTATES REIC for the period 4/2/2025 – 31/12/2025 has been included, amounting to a profit of €17,543 thousand.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 377
9.2 Discontinued Operations
The discontinued operations for the comparative period (1 January – 31 December 2024) include the results of the subsidiary TRADE ESTATES REIC (due to the loss of control – see Note 9.1).The Group’s net results from discontinued operations for the current and comparative reporting periods are analyzed as follows:

| 1/1 – 4/2/2025 | 1/1 – 31/12/2024
Rental income and other income | 2,394 | 28,862
Operating and disposal costs | (393) | (5,056)
Net profit from recoveries investor. real estate at fair values | 0 | 6,626
Operating profit from discontinued operations | 2,001 | 30,432
Total financial results | (532) | (5,661)
Participation in the results of affiliated companies | 0 | (586)
Pre-tax profits from discontinued activities | 1,469 | 24,186
Tax | (234) | (3,692)
Net profit from discontinued activities | 1,235 | 20,494
Total profit from the Transaction (sale of a percentage and holding of an investment over which a material influence is exercised – see Note 9.1.) | 6,322 | 0
Net profit from discontinued activities | 7,556 | 20,494

The table below presents the net cash flows from operating, investing, and financing activities related to discontinued operations for the periods 1 January – 31 December 2025 and 1 January – 31 December 2024:

Cash Flow Analysis of Discontinued Activities | 1/1 – 31/12/2025 | 1/1 -31/12/2024
Net cash flow from operating activities | 660 | 23,937
Net cash flow from investing activities | 2,893 | (40,499)
Net cash flow from financial activities | (785) | (30,335)

Basic earnings per share from discontinued operations for the reporting periods 1/1–31/12/2025 and 1/1–31/12/2024 amount to €0.1397 and €0.2714, respectively (see detailed calculation method in Note 27).
Annual Financial Report for the period 1/1/2025 to 31/12/2025 378
10. Intangible assets
Intangible assets are analyzed as follows:

|  | Group |
| Royalties | Software | Miscellaneous | Total
Net book value at 31.12.2024 | 2,345 | 6,895 | 175 | 9,415
1.1 - 31.12.2025 |  |  |  |
Recognition of intangible assets arising from the acquisition of subsidiaries (at acquisition cost) | 0 | 115 | 0 | 115
Additions | 0 | 3,483 | 107 | 3,590
Other changes (acquisition cost) | 0 | 310 | 0 | 310
Recognition of intangible assets arising from the acquisition of subsidiaries (depreciation) | 0 | (114) | 0 | (114)
Depreciation/ amortization | (328) | (2,196) | (84) | (2,608)
Other changes (depreciation) | 0 | 42 | 0 | 42
Acquisition cost at 31.12.2025 | 8,983 | 29,348 | 812 | 39,143
Accumulated depreciation at 31.12.2025 | (6,966) | (20,814) | (613) | (28,394)
Net book value at 31.12.2025 | 2,017 | 8,534 | 198 | 10,749

|  | Group |
| Royalties | Software | Miscellaneous | Total
Net book value at 31.12.2023 | 2,797 | 7,465 | 148 | 10,409
1.1 - 31.12.2024 |  |  |  |
Additions | 26 | 1,562 | 72 | 1,660
Other changes in acquisition cost | (58) | 31 | 0 | (27)
Acquisition classified as held for sale | 0 | (251) | 0 | (251)
Depreciation/ amortization | (420) | (2,034) | (75) | (2,530)
Other changes in depreciation | 0 | 27 | 32 | 59
Depreciation classified as held for sale | 0 | 96 | 0 | 96
Acquisition cost at 31.12.2024 | 8,983 | 25,441 | 704 | 34,577
Accumulated depreciation at 31.12.2024 | (6,638) | (18,545) | (529) | (25,162)
Net book value at 31.12.2024 | 2,345 | 6,895 | 175 | 9,415

Annual Financial Report for the period 1/1/2025 to 31/12/2025 379
The intangible assets include trademark usage rights (IKEA). Additions to intangible assets relate to software licenses. The main addition concerns the development of the software for the IKEA logistics center in Aspropyrgos, amounting to €550 thousand.
The Group’s amortization of intangible assets for the fiscal year 2024 amounted to €2,608 thousand (2023: €2,530 thousand).
As of 31 December 2025, the Group evaluated the recoverable amount of its intangible assets and concluded that no impairment indicators existed.
The breakdown of intangible assets for the Company for fiscal years 2025 and 2024 is as follows:

| Company
| Software | Miscellaneous | Total
Net book value at 31.12.2024 | 113 | 3 | 116
1.1 - 31.12.2025 |  |  |
Additions | 258 | 0 | 258
Other changes in acquisition cost | 46 | 0 | 46
Depreciation/ amortization | (58) | (3) | (62)
Acquisition cost at 31.12.2025 | 1,118 | 129 | 1,247
Accumulated depreciation at 31.12.2025 | (758) | (129) | (888)
Net book value at 31.12.2025 | 359 | 0 | 359
| Company
| Software | Miscellaneous | Total
Net book value at 31.12.2023 | 79 | 23 | 101
1.1 - 31.12.2024 |  |  |
Additions | 81 | 0 | 81
Depreciation/ amortization | (46) | (19) | (66)
Acquisition cost at 31.12.2024 | 813 | 129 | 942
Accumulated depreciation at 31.12.2024 | (700) | (126) | (826)
Net book value at 31.12.2024 | 113 | 3 | 116

Annual Financial Report for the period 1/1/2025 to 31/12/2025 380
11. Investments in subsidiaries and associates
Investments of the Company are analyzed as follows:

| Company
| Country | % Shareholding | 31/12/2025 | % Shareholding | 31/12/2024
Subsidiaries |  |  |  |  |
GENCO TRADE SRL | Romania | 0.90% | 367 | 1.57% | 367
HOUSEMARKET SA | Greece | 100% | 61,956 | 100% | 61,956
SPORTSWEAR MARKET SA | Greece | 100% | 37,164 | 100% | 25,664
WELLNESS MARKET SA | Greece | 100% | 2,000 | 100% | 4,850
TRADE ESTATES REIC | Greece | 21.74% | 63,184 | 21.85% | 63,184
STOCK OPTION |  | - | 11,014 | - | 9,492
Big Pi II | Greece | 0.59% | 169 | 0.59% | 115
Total |  |  | 175,853 |  | 165,627

As of December 31, 2025, the Company assessed the existence of impairment indicators for its investments in subsidiaries and associates. Wherever such indicators were identified, impairment tests were performed in accordance with the provisions of IAS 36 Impairment of Assets.
Based on the above assessment, it was determined that indicators of impairment existed for the investment in the subsidiary WELLNESS MARKET S.A., and therefore an impairment test was carried out for the related investment.
The recoverable amount of the investment was determined as its value in use, calculated using the discounted cash flow (DCF) method. The impairment test showed that the recoverable amount of €2,000 thousand was lower than the carrying amount of the investment of €9,850 thousand, and consequently an impairment loss of €7,850 thousand was recognized in the Company’s separate income statement for the year, so that the carrying amount of the investment reflects its recoverable amount as at the reporting date.
The key assumptions used in determining the recoverable amount are summarized as follows:
Valuation method: Value in use, based on discounted cash flows (DCF)
Discount rate (WACC): 10.8%
Forecast period: 5 years
Perpetual growth rate: 1% – 2.5%
Annual Financial Report for the period 1/1/2025 to 31/12/2025 381
The estimation of the recoverable amount is based on Management’s assumptions and assessments regarding future cash flows and market conditions.
Furthermore, it is noted that the net asset value of WELLNESS MARKET S.A., as included in the Group’s consolidated financial statements, amounts to €1.9 million, and therefore no impairment was required at the Group level.
The Group's investments in associates are analysed as follows:

| Group
| Country | % Shareholding | 31/12/2025 | % Shareholding | 31/12/2024
Associates |  |  |  |  |
VYNER LTD | Cyprus | 50% | 36,555 | 50% | 32,668
TRADE ESTATES | Greece | 47.08% | 160,078 | 0 | -
Big Pi II |  | 0.59% | 169 | 0.59% | 115
Total |  |  | 196,802 |  | 32,783

The consolidated financial statements include the associates VYNER LTD and SW SOFIA MALL ENTERPRISES LTD using the equity method, with their carrying amount reported under the Group’s ‘Investments’ line at €36,555 thousand as of 31 Dec 2025 (2024: €32,668 thousand).
On consolidation using the equity method, a gain of €3,790 thousand (2024: gain of €2,289 thousand) was recognized in the income statement under ‘Contribution subsidiary companies profit and loss’, with a corresponding increase in the carrying amount of the investment in subsidiaries and associates.
The consolidated financial information of VYNER LTD is as follows:

Company | Country of establishment | Total Assets | Total Liabilities | Income | Profit/ (Loss) | % Shareholding
2025 | Cyprus | 156,342 | 78,477 | 17,898 | 7,770 | 50.00%
2024 | Cyprus | 152,275 | 82,251 | 16,159 | 4,582 | 50.00%

The consolidated financial information of SW SOFIA MALL ENTERPRISES LTD is as follows:

Company | Country of establishment | Total Assets | Total Liabilities | Income | Profit/ (Loss) | % Shareholding
2025 | Bulgaria | 62 | 323 | 0 | 42 | 50.00%
2024 | Bulgaria | 116 | 450 | 0 | 5 | 50.00%

In relation to the associate SW SOFIA MALL ENTERPISES LTD we note that according to IAS 28, if the investor's share of losses of an associate equals or exceeds the carrying amount of the investment, the investor ceases to recognise its share of further losses.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 382
With regard to the associate VYNER LTD, the share in the net position of the Company at the end of the current financial year amounts to EUR 3,790 thousand and the previous financial year to EUR 2,289 thousand.
The investment in the TRADE ESTATES REIC Group is accounted for using the equity method and is presented under ‘Investments in subsidiaries and associates’ at €160,078 thousand as at 31 December 2025. During the period, a gain of €17,543 thousand was recognized in profit or loss under ‘Contribution associate companies profit and loss’.

Company | Country of establishment | Total Assets | Total Liabilities | Income | Profit/ (Loss) | % Shareholding
2025 | Greece | 660,970 | 320,966 | 51,872 | 39,910 | 47.08%

On February 4, 2025, the Fourlis Group completed the sale of 19,279,935 shares (16% of the share capital) of TRADE ESTATES through a private placement, for a consideration of €29 million. As a result, the Group’s stake in TRADE ESTATES fell below 50% (firstly at 47,32% and subsequently in December 2025 to 47.08%), leading to the loss of control over TRADE ESTATES. In this context, as of the transaction date and in accordance with the requirements of IFRS 10 “Consolidated Financial Statements,” TRADE ESTATES ceased to be consolidated as a subsidiary, with its net assets derecognized from the Group’s consolidated financial statements.
12. Long Term Receivables
Long Term Receivables are analysed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Guarantees given to Property Lease Holders | 2,343 | 1,951 | 157 | 157
Guarantees given to third party | 431 | 63 | 0 | 0
Other Guarantees given | 36 | 35 | 0 | 0
Other Long term claims | 115 | 455 | 0 | 0
Total | 2,925 | 2,503 | 157 | 157

Guarantees for property lease are directly related to the operation of the Group’s companies as they relate to trading property. Also, guarantees have been given for public services and organizations.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 383
13. Inventory
Inventory is analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Inventory | 138,709 | 101,206 | 0 | 0
Advances for purchases of merchandise | 4,470 | (2,992) | 0 | 0
Total | 143,179 | 98,214 | 0 | 0

Of the total inventories amounting to €143,179 thousand in 2025, inventories in the home furnishing and furniture retail sector amount to €54,347 thousand, inventories in the athletic goods retail sector amount to €87,663 thousand, and €1,168 thousand relate to the health and wellness activity.
The cost of inventories recognised as an expense in the Group’s cost of goods sold amounted to €313,071 thousand (2024: €281,285 thousand). The value of inventories written off during the year amounted to €1,116 thousand (2024: €1,600 thousand). During the current year, impairment provisions were recorded for obsolete, slow-moving and devalued inventories that will be destroyed in the following period, amounting to €475 thousand (2024: €2,777 thousand). The estimated inventory write-down due to promotional activities for the Group as of December 31, 2025, amounts to €482 thousand.
14. Trade receivables
Trade receivables are analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Trade receivables | 12,221 | 13,178 | 2,363 | 673
Cheques receivables | 18 | 18 | 0 | 0
Bad Debt Provisions | (7,882) | (7,713) | 0 | 0
Total | 4,357 | 5,482 | 2,363 | 673

The abovementioned balance is formed by numerous customers and there is not a single customer with a significant balance in the Group.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 384
As at 31/12/2025 and 31/12/2024, the breakdown of loans and advances from customers into neither past due nor impaired and between past due and impaired for the Group is as follows:

| Total | Not due trade receivables | Overdue trade receivables
31/12/2025 | 4,357 | 3,242 | 1,114
31/12/2024 | 5,482 | 4,167 | 1,315

Non-overdue and non-impaired receivables include amounts arising from merchandise sales and other receivables of €2,545 thousand (2024: €2,955 thousand), from e-shop sales of €693 thousand (2024: €500 thousand), and from the provision of administrative services of €5 thousand (2024: €679 thousand).
For the Company, the total receivables amounting to €2,363 thousand (2024: €673 thousand) are non‑overdue and non‑impaired and mainly relate to administrative support services amounting to €1,832 thousand, as well as trade receivables from lease invoicing amounting to €113 thousand and other trade receivables amounting to €418 thousand.
15. Other receivables
Other receivables are analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Debited VAT | 1,087 | 1,206 | 0 | 0
Credit Cards receivable | 2,682 | 3,286 | 0 | 0
Accruals | 5,120 | 6,592 | 694 | 471
Suppliers advances | 2,803 | 1,582 | 140 | 33
Other debtors | 3,931 | 6,597 | 8 | 955
Total | 15,623 | 19,263 | 842 | 1,460

Other debtors as of 31/12/2025 mainly include: €736 thousand relating to a credit-card prepayment programme of a subsidiary through factoring (31/12/2024: €604 thousand); €1,220 thousand relating to a municipal fees receivable (31/12/2024: €1,387 thousand).
Annual Financial Report for the period 1/1/2025 to 31/12/2025 385
16. Cash
Cash represents the Group’s and the Company’s cash in hand as well as bank deposits available on demand and is analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Cash in hand | 1,985 | 1,671 | 1 | 0
Bank Deposits | 41,257 | 47,754 | 1,010 | 1,027
Total | 43,242 | 49,425 | 1,011 | 1,027

The decrease in cash is due to the investment program. The temporary unallocated amounts of the Group’s companies are invested in short-term deposits in euro. The average weighted deposit interest rate for the year 2025 is 1.71% (2024: 0.57%).
As of December 31, 2025, the Group did not hold any short-term time deposits.
17. Share Capital
The share capital on 31 December 2025 amounted to EUR 51,889,670.00 divided into 51,889,670 shares with a nominal value of EUR 1.00 each (Note 1). The share capital as at 31 December 2024 amounted to EUR 53,360,277.00 divided into 53,360,277 shares with a nominal value of EUR 1.00 each.
The evolution and the way of covering the Company's share capital until the financial year 2025 is presented in the following table:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 386
18. Reserves
The reserves are analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Statutory Reserves | 26,624 | 25,916 | 11,503 | 11,094
Revaluation Reserves | 0 | 722 | 0 | 0
Foreign exchange diff. from Statement of Financial Position transl. reserves | (5,413) | (5,023) | 0 | 0
Extraordinary /Taxfree Reserves | 15,372 | 15,372 | 6,970 | 6,970
Purchase of own shares | 0 | (8,267) | 0 | (8,267)
SOP Reserve | 11,225 | 12,153 | 13,433 | 11,420
IRS Reserve | 0 | 776 | 0 | 0
Total | 47,808 | 41,648 | 31,906 | 21,217

Statutory Reserve: In accordance with the provisions of Greek law, the formation of a statutory reserve (through the annual transfer of an amount equal to 5% of annual profits after tax) is mandatory until the reserve reaches one-third of the share capital. The statutory reserve may only be distributed upon the liquidation of the Company; however, it may be offset against accumulated losses
Extraordinary / Tax-free Reserves: The Group maintains extraordinary tax-free reserves amounting to €15,372 thousand (2024: €15,372 thousand), which mainly arose from the sale of shares listed on the Athens Stock Exchange, dividends, interest income, and income from provisions for doubtful receivables under Law 3296/2004. In the event of distribution or capitalization, these reserves will be subject to taxation at the tax rate provided for under Article 71B of Law 4172/2013 (see Note 26).
Foreign Exchange Differences from subsidiaries accounts conversion: This reserve is comprised from the foreign exchange differences arising from the retranslation of the financial statements of Subsidiaries which have a different functional currency from the parent company.
SOP Reserves: This reserve is created with the General Assembly approval of the SOP for employees of the Company and Group. After the exercise of the options or waive of beneficiaries, the remaining amount of the reserve can be transferred to Retained Earnings.
Revaluation Reserves: This reserve is created from revaluation on land and buildings. According to Greek Law, revaluation reserves cannot be distributed to shareholders.
Share Buy Back: For ther Share Buy Back see Note 28.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 387
19. Dividends
Pursuant to the resolution of the Annual General Meeting of shareholders held on 20 June 2025, the distribution of a total dividend of €0.15 per share was approved. The dividend is subject to a 5% withholding tax. The ex-dividend date was 27 June 2025. Beneficiaries of the dividend are the Company’s shareholders registered in the Dematerialized Securities System on 30 June 2025. The dividend was paid on 3 July 2025 and amounted to €7,613 thousand.
At the forthcoming Annual General Meeting of shareholders scheduled to be held on 12 June 2026, the distribution of a dividend of €0.15 per share will be proposed. During the financial year 2025, the Company recognized dividend income from subsidiaries amounting to €23,866 thousand, which is also presented in the statement of cash flows.
20. Employee retirement benefits
20.1 Liabilities due to termination of service
The liability for severance pay (Law 2112/20, 4093/12 for Greek Companies, Bulgarian Labour Law for Bulgarian Companies) is reflected in the Financial Statements in accordance with IAS 19 and is based on an actuarial study prepared by AON Hewitt as of 31 December 2025.
Basic assumptions of the actuarial study for Greece are the following:

Greek Companies | 2025 | 2024
Average annual payroll increase | 3.0% | 2.50%
Discount interest rate | 4.11% | 3.43%
Inflation | 2.0% | 2.0%
Plan duration (years) | 11 - 23 | 11.33-19.39

If the average annual staff salary increase were to increase by 0.50% (i.e. 3.50%), then the total staff benefits of Greek companies would increase from 5.29% to 11.41%. If the discount rate were to increase by 0.50%, then the total staff benefits of Greek companies would decrease from 4.86% to 10.03%.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 388

Bulgarian Companies | 2025 | 2024
Average annual payroll increase | 3.0% | 3.0%
Discount interest rate | 4.40% | 3.57%
Inflation | 2.10% | 2.0%
Plan duration (years) | 16-23 | 18-24

If the average annual staff salary increase were to increase by 0.50% (i.e. 3.50%), then the total staff benefits of Bulgarian companies would increase from 7.73% to 11.43%. If the discount rate increased by 0.50% (i.e. 4.90%), then the total staff benefits of Bulgarian companies would decrease from 7.69% to 11.33%.
The expense derived from the compensation to employees due to retirement, that was recorded in the Income Statement is analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Service Cost | 311 | 258 | 19 | 25
Interest Cost | 258 | 206 | 25 | 23
Cost reduction/settlement/termination service | 1,114 | 182 | 804 | 476
Total amount allocated in Income statement | 1,683 | 645 | 848 | 524
Balance of liability at the beginning | 7,715 | 6,218 | 746 | 695
Compensation due to retirement | 1,683 | 645 | 848 | 524
Paid amounts | (1,476) | (647) | (886) | (608)
Actuarial gains/losses | (266) | 1,529 | 8 | 135
Foreign exchange difference | 0 | 0 | 0 | 0
Classification of assets held for sale | 0 | (31) | 0 | 0
Balance of liability in the end | 7,657 | 7,715 | 716 | 746

Amounts in Actuarial gains/losses regarding employee retirement defined benefits programs appear in Statement of Comprehensive Income.
20.2 Share based payments
1. A. The Extraordinary General Meeting of the shareholders of the Company FOURLIS HOLDINGS S.A. held on 22 July 2021 resolved, in accordance with the provisions of Article 113 of Law 4548/2018, to implement a Share Option Plan (Stock Options) for senior executives of the Company and its affiliated entities within the meaning of Article 32 of Law 4308/2014, as in force, and authorized the Board of Directors to determine the procedural matters and details.
During the term of the plan and in accordance with its terms, the Board of Directors grants to beneficiaries who exercise their rights certificates entitling them to acquire shares and issues and delivers
Annual Financial Report for the period 1/1/2025 to 31/12/2025 389
the respective shares to such beneficiaries, increasing the Company’s share capital and certifying such increase. These share capital increases do not constitute amendments to the Articles of Association.
The Board of Directors is required, during the last month of the financial year in which such capital increases take place, to resolve on the adjustment of the relevant article of the Articles of Association regarding share capital, so as to reflect the amount of share capital as formed following the above increases, in compliance with the publication requirements of Article 13 of Law 4548/2018.
Within the framework of the above plan, during the financial year 2025, 125,200 share option rights (hereinafter the ‘Options’) were exercised.
B. The Annual General Meeting of the shareholders of the Company ‘FOURLIS HOLDINGS S.A.’ held on 16 June 2023 approved, in accordance with the provisions of Article 113 of Law 4548/2018, the implementation of a Share Option Plan (Stock Options) for senior executives of the Company and its affiliated entities within the meaning of Article 32 of Law 4308/2014, as in force, and authorized the Board of Directors to determine the procedural matters and details. During the term of the plan and in accordance with its terms, the Board of Directors grants to beneficiaries who exercise their rights certificates entitling them to acquire shares and issues and delivers the respective shares to such beneficiaries, increasing the Company’s share capital and certifying such increase. These share capital increases do not constitute amendments to the Articles of Association.The Board of Directors is required, during the last month of the financial year in which such capital increases take place, to resolve on the adjustment of the relevant article of the Articles of Association regarding share capital, so as to reflect the amount of share capital as formed following the above increases, in compliance with the publication requirements of Article 13 of Law 4548/2018.
Within the framework of the above plan, during the financial year 2025, 629,200 share option rights (hereinafter the ‘Options’) were exercised.
2. Pursuant to the resolution of the Annual General Meeting of shareholders of the Company FOURLIS HOLDINGS S.A. held on 16 June 2023, as amended by the resolutions of the Annual General Meetings held on 21 June 2024 and 20 June 2025, and as currently in force, a performance-based stock grant plan (performance stock grants) was approved for executives of the Company and its affiliated entities, in accordance with Article 114 of Law 4548/2018. The Board of Directors was authorized to determine the procedural matters and details of the plan.
The purpose of this performance stock grant plan is, in particular:
a) To incentivize and reward the achievement of the long-term business strategy and to align the interests of shareholders with the Company’s long-term performance, recognizing and rewarding long-term value creation by setting long-term performance targets and providing shares. The plan focuses on achieving sustainable long-term performance of the Company and applies, in all cases, the limits set
Annual Financial Report for the period 1/1/2025 to 31/12/2025 390
forth in the Company’s Remuneration Policy for executive members of the Board of Directors.
b) The duration of the plan corresponds fully to the Group’s Strategic Plan (Vision), as communicated to investors and shareholders, covering the period 2025–2027, with the aim of achieving high sales targets (€750 million) and profitability (adjusted EBITDA 8–10% of sales).
c) The targets considered and used as performance criteria for the Strategic Plan for the period 2025–2027 (sales of €750 million and adjusted EBITDA 8–10% of sales) are categorized and weighted, objectively measurable either based on published financial and non-financial information (Annual Financial Reports and Sustainability Reports) or using internationally accepted evaluation methods. The calculation of target achievement is clearly presented in the Annual Remuneration Report. The categories and weightings of the targets to be approved by the General Meeting are as follows:

Category / Target | Weighting
A. Financial Performance | 50%
Α1. Total Shareholder Return (TSR) relative to a benchmark (Relative TSR) | 25%
Α2. Earnings per Share (EPS) | 25%
B. Customer Experience (CX) | 25%
Γ. Sustainability | 25%

The minimum threshold for achieving targets in each category is set at 80%. The targets will be quantified annually by the Board of Directors upon recommendation from the Nomination and Remuneration Committee, and the performance achieved against these targets will be evaluated on an annual basis.
d) The senior executives of the Company and its affiliated entities, their roles, and the total number of such executives shall be determined according to the Group’s structure, with the objective of committing and motivating them to achieve the targets of the Group’s Strategic Plan. Specifically, according to the current structure, the Plan may include between 33 and 40 senior executives of the Company and its affiliated entities, including executive members of the Board of Directors, Chief Executive Officers, and senior management reporting directly to the Chief Executive Officers.
The performance stock grants plan will be implemented in four (4) annual tranches, with a maximum number of granted free share rights per tranche as set out in the table below, and with the Board of Directors having the authority to decide on the transfer of up to 15% of the free share rights granted under Article 114 of Law 4548/2018 from the First, Second, and Third Tranches of the aforementioned Plan to subsequent tranches.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 391

Series | Date of Granting Free Share Rights Based on Performance (Article 114 Law 4548/2018) | Mandatory Shareholding Period Based on Performance (lock-up period) | Maximum Number of Shares Based on Series Performance
First Series | Apr-24 | Two (2) years from the grant date | 433,333 with transferability of up to 65,000 shares to subsequent Series
Second Series | Apr-25 | Three (3) years from the grant date | 433,333 with transferability of up to 65,000 shares to subsequent Series
Third Series | Apr-26 | Three (3) years from the grant date | 216,667 plus any shares transferred from previous Series, with transferability of up to 32,500 shares to the next Series
Fourth Series | Apr-27 | Three (3) years from the grant date | 216,667 plus any shares transferred from previous Series
MAXIMUM NUMBER OF SHARES IN THE PROGRAM | 1,300,000

There is a three-year lock-up period from the date of grant of the free share rights (stock grants) for the Second, Third, and Fourth Series, in order to ensure the long-term commitment and dedication of the beneficiary executives to the objectives of the Strategic Plan.
Only selected senior executives of the Company and its affiliated companies may be beneficiaries. These include executive members of the Board of Directors, Chief Executive Officers, and senior management reporting directly to the CEOs, who hold positions of responsibility for the day-to-day operations and strategic development of the Group’s companies according to the current organizational structure. Specifically, 33 to 40 senior executives will be selected for each Series of the Program at the reasonable discretion of the Board of Directors, taking into account their contribution to achieving the FOURLIS Group’s strategic plans for the period 2025–2027 (Vision), which sets high targets for sales (€750 million) and profitability (adjusted EBITDA of 8–10% of sales).
Particularly for the Third and Fourth Series of the Program, the evaluation of the contribution of the
Annual Financial Report for the period 1/1/2025 to 31/12/2025 392
Company’s senior executives and those of affiliated companies will be based on the following goals, grouped into three categories with their respective weighting factors:

Category / Target | Weighting
A. Financial Performance | 50%
Α1. Total Shareholder Return (TSR) relative to a benchmark (Relative TSR)1 | 25%
Α2. Earnings per Share (EPS)2 | 25%
B. Customer Experience (CX)3 | 25%
Γ. Sustainability 4 | 25%

1 Total Shareholder Return (TSR): This is an indicator that measures the return of a share over a specific period (in this case, the annual period corresponding to a given annual Series of the Program) and demonstrates the total benefit received by the shareholder from a share. It includes both capital gains and dividends received by the shareholder. It is calculated as the percentage change (%) from:
(a) the Company’s share price at the end of the previous year (starting price) to
(b) the share price at the end of the current year, increased by the sum of dividends per share or any other distributions made to shareholders (e.g., free share distributions, capital returns, etc.) during the same period (ending price).
To smooth volatility in cases of events outside the control of management (e.g., geopolitical-driven fluctuations), in such cases TSR is calculated as follows: TSR is defined as the percentage change (%) from:
(a) the average share price of the Company during December of the previous year (starting price) to
(b) the average share price during December of the current year, increased by the sum of dividends per share or any other distributions made to shareholders (e.g., free shares, capital returns, etc.) during the same period (ending price).
Selection of Comparison Index
The Company’s TSR performance will be evaluated either:
•in comparison to a relevant stock market index, such as the FTSE/ATHEX Consumer Discretionary Index or the FTSE/ATHEX Mid Cap Index, or
•in comparison to a group of listed companies in retail and consumer goods sectors.
The choice of the comparison index (index or group of companies) will be made by the Board of Directors and will remain fixed for the entire duration of the Program, subject to reasonable adjustments in cases of deletions, mergers, or other significant corporate actions.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 393
Vesting Criteria
The vesting of the part of the program based on TSR will depend on the relative performance of the Company against the selected comparison index, according to a scale approved by the Board of Directors. This scale may be formulated as follows:
•Percentile ranking within the comparison group, or
•Percentage point outperformance relative to the selected stock market index.
In any case, vesting requires achieving a minimum acceptable performance level, which will be determined by the Board of Directors.
Discretion and Adjustments
The Board of Directors reserves the right to adjust the comparison group, methodology, or evaluation result, aiming to ensure fair application and avoid undesired outcomes due to extraordinary or non-recurring events. The comparison group will remain stable throughout the measurement period, subject to reasonable adjustments for deletions, mergers, or other significant corporate actions.
2 Earnings per Share (EPS):This is an indicator measuring the profitability of the Company, calculated by dividing the Company’s net earnings by the total number of shares, excluding treasury shares. For the purposes of the Program, earnings derived from real estate revaluations are excluded (Earnings per Share excluding real estate revaluations).
3 Customer Experience (CX):The measurement of customer experience is conducted using internationally recognized methodologies and key performance indicators (KPIs) aimed at evaluating customer satisfaction and loyalty. The FOURLIS Group uses, by way of example:
(a) For evaluating Customer Experience in the Retail Sector of Home Equipment and Furniture (IKEA stores), the methodology called “Happy Customer” is applied, and
(b) For evaluating Customer Experience in the Retail Sector of Sporting Goods (INTERSPORT and FOOT LOCKER stores), the methodology “Net Promoter Score (NPS)” is used, which records the likelihood that customers would recommend the company to others.
4 Sustainability: For the measurement of the relevant indicator, the targets published in the Annual Sustainability Report under the CSRD framework are taken into account, as well as Employee Engagement, which is measured through employee satisfaction surveys.
The duration of the Program is sixty (60) months, starting in March 2024.
For the implementation of the Program, and according to its terms, the Company will carry out increases in share capital for the purpose of issuing new shares to be delivered to the beneficiaries. For these increases, the Company has the option, in accordance with Article 114 § 2 of Law 4548/2018, to either:
use treasury shares that are acquired or have already been acquired under Article 49 of the same law, or issue new shares by capitalizing undistributed profits, distributable reserves, or share premium.
By the Board of Directors’ decision dated 07/04/2025, the beneficiaries of the Second Series of the
Annual Financial Report for the period 1/1/2025 to 31/12/2025 394
Program were designated, based on the proposal of the Nomination and Remuneration Committee dated 28/03/2025, and were granted 381,783 rights to receive free common shares with voting rights (stock grants).
For the issuance of the 381,783 new shares, and pursuant to the decision of the Ordinary General Meeting of Shareholders dated 20/06/2025, the share capital was increased by €381,783.00, through the capitalization of an equivalent portion of distributable reserves (specifically: €381,783.00 from the share premium reserve).
It should be noted that the total number of performance shares granted under the performance stock grants Program, approved and implemented by the Ordinary General Meeting of Shareholders on 16.06.2023, as proposed to be amended by the Ordinary General Meeting of 20/06/2025, which had not yet been granted, represented 1.80% of the Company’s share capital as of 20/06/2025 (excluding any treasury shares held by the Company).
For the financial year 1/1 – 31/12/2025, an expense of €2 million (2024: €4.1 million) was recorded in the consolidated income statement.
20.3 Benefit contributions under the private insurance program
During the year 2025, a contribution for employee retirement benefits of euros 194 thousand (2024: euros 181 thousand) from the Parent Company and euros 702 thousand (2024: euros 720 thousand) from the Group was recorded in expenses in accordance with the applicable private defined contribution pension plan.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 395
21. Financial Instruments and Risk Management Policies
21.1 Credit Risk
Exposure to Credit Risk
The maximum exposure to credit risk at the date of the Statement of Financial Position, without taking into consideration any hedging or insurance strategies, was as follows:

| Book Value
| 31/12/2025 | 31/12/2024
Trade receivables | 4,357 | 5,482
Other Debtors | 11,854 | 14,771
Credit Cards receivable | 2,682 | 3,286
Cash and cash equivalent | 43,242 | 49,425
Total | 62,135 | 72,964

The maximum exposure to credit risk on trade receivables of the Group without taking into consideration any hedging or insurance strategies at the date of the Statement of Financial Position, per geographic segment was as follows:

| Book value
| Greece | Southeastern Europe Countries
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Trade receivables | 4,058 | 4,230 | 299 | 1,252
Other Debtors | 9,819 | 13,527 | 2,035 | 1,244
Credit Cards receivable | 2,370 | 2,934 | 312 | 352
Cash and cash equivalent | 17,285 | 32,499 | 25,957 | 16,926
Total | 33,532 | 53,190 | 28,603 | 19,774

Annual Financial Report for the period 1/1/2025 to 31/12/2025 396
The maximum exposure to credit risk at the date of the Statement of Financial Position, per customer type was:

| Book Value
| 31/12/2025 | 31/12/2024
Wholesale trade customers | 2,994 | 2,121
Retail trade customers | 1,362 | 3,361
Total | 4,357 | 5,482

21.2 Liquidity Risk
Liquidity risk is retained at low levels by maintaining adequate bank credit lines and significant cash and cash equivalents which on 31/12/2025 amounted to euro 43 million for the Group instead of euro 49 million on 31/12/2024.
The contractual loan dues including interest payments, excluding the net - off agreements, are as per paragraph Borrowings, while for Accounts Payable and Other Liabilities have a contractual maturity of less than 12 months.

| Immediate termination | 3 months | 3 to 12 months | 1 to 5 years | More than 5 years | Total
31/12/2025 |  |  |  |  |  |
Credit lines | 5,656 | 1,009 | 407 | 0 | 0 | 7,073
Long-term loans | 0 | 73 | 52,151 | 76,526 | 642 | 129,392
Total | 5,656 | 1,082 | 52,558 | 76,526 | 642 | 136,465
31/12/2024 |  |  |  |  |  |
Credit lines | 3,001 | 70 | 7 | 0 | 0 | 3,078
Long-term loans | 0 | 3,098 | 22,160 | 90,418 | 16,291 | 131,968
Total | 3,001 | 3,167 | 22,168 | 90,418 | 16,291 | 135,046

21.3 Foreign Exchange Risk
Foreign exchange risk exposure
The Group is exposed to foreign exchange risk arising from its transactions in foreign currencies (RON, USD, SEK). The Group, in order to minimize the foreign exchange risk, in certain cases pre - purchases foreign currencies.
The Group has investments in companies overseas, the net assets of which are exposed to foreign exchange risk. This type of foreign exchange risk (translation risk) arises due to the operations in Romania (RON), Bulgaria (BGN). The Management has managed to reduce foreign exchange risk, given the strong capital structure of the companies and to decrease borrowings in currencies other than the local.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 397
In Bulgaria the local currency BGN has a fixed exchange rate with the euro (EUR/BGN = 1.95583), but this does not mean that the economic problems and the impact of the global crisis in Bulgaria do not increase the risk of destabilisation of the exchange rate.

| Trade and other liabilities
| (in Foreign currency)
| 31/12/2025 | 31/12/2024
USD | (77) | 202
SEK | 239 | 39
RON | 2,294 | 4,441
CHF | 11 | 0
BGN | 18 | 0
Euro | 31,991 | 31,991

Sensitivity Analysis
A Euro revaluation of 10% at December 31, versus the below currencies would increase (decrease) the Net Equity and the Operating Results as per the amounts indicated at the below summary. It is assumed that the other variables (Interest Rates) would remain constant. The analysis was performed in a similar manner for 202 4.

| Net Equity | Operating Result
Dec 31 , 2025 |  |
USD | (7.7) | (7.7)
SEK | 23.9 | 23.9
RON | 229.4 | 229.4
CHF | 1.1 | 1.1
BGN | 1.8 | 1.8
Dec 31 , 2024 |  |
USD | 20.2 | 20.2
SEK | 3.9 | 3.9
RON | 444.1 | 444.1

A Euro devaluation of 10% at December 31 versus the aforementioned currencies would have an equal but opposite impact in comparison to the ones presented above, based on the assumption that all the other variables would remain constant.
The exchange rates of foreign currencies used for the conduction of the financial statements of the year 2025, are presented at the table below:

Financial Position | 31/12/2025
BGN - Bulgarian Lev | 1.95583
RON - Romanian New Leu | 5.0968
Profit and Loss | 1/1/2025 – 31/12/2025
BGN - Bulgarian Lev | 1.95583
RON - Romanian New Leu | 5.0424

Annual Financial Report for the period 1/1/2025 to 31/12/2025 398
21.4 Interest Rate Fluctuation Exposure
Profile
The Group is subject to cash flow risks which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or outflows related to the Group’s assets or liabilities. Despite of the fact that we believe that in an environment of prolonged global slowdown, the risk of rising interest rates remains low, the group has entered into Interest Rate Swap (IRS) contracts effectively converting part of the loans from floating to fixed interest rate for a period of three to five years.
The profile of Group’s loan liabilities at the date of the Statement of Financial Position is analysed in paragraph Borrowings.
Sensitivity Analysis of fair value for financial instruments with a variable interest rate
A 1% fluctuation of the Group’s borrowing rate at December 31, would increase (decrease) equally the Net Equity and the Operating Results by euro 1,364.65 thousand for the year 202 5 and euro 1,350.46 thousand for the year 20 24.
Sensitivity Analysis of fair value for financial instruments with a fixed interest rate
No such Instruments (Assets/Liabilities) valued at fair value through income statement exist for the Company.
21.5 Fair value of financial instruments
There is not any difference between the fair value and the carrying amounts of the financial instruments of assets and liabilities (i.e. trade and other receivables, cash and cash equivalents, trade and other payables, derivative financial instruments, borrowings and finance leases). The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between two market participants at the valuation date. The fair values of the financial instruments as of 31 December 2025 represent management’s best estimate. In cases that there is not available data, or if data is limited in market activity, the fair value measurement reflects the Group’s own judgments about the assumptions according to the available information.
The three levels of the fair value hierarchy are as follows:
•Level 1: Market values from active financial markets for exactly the same tradable assets,
•Level 2: Values that are not Level 1 but can be identified or identified directly or indirectly through quoted prices from active financial markets,
•Level 3: Values for assets or liabilities that are not based on quoted prices from active financial markets.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 399
The following methods and assumptions were used to estimate fair value for each class of financial asset:
•Cash and cash equivalents, trade and other receivables, trade and other payables: the carrying amount is almost the same as the fair value because either the maturity of these financial assets is short-term or there is no foreign exchange risk affecting the fair value.
•Loans: The carrying amount is almost the same as the fair value because these loans are denominated in local currency and interest-bearing with variable interest rates.
•Derivative financial instruments: The valuation method was determined by taking into account all factors in order to determine fair value accurately, such as current and future interest rate movements and maturity and is level 2.
During the year there were no transfers between Level 1 and Level 2 and no transfers in and out of Level 3 in measuring fair value. Also during the same financial year, there was no change in the purpose of a financial asset that would result in a different classification of that asset.
21.6 Capital Management
The primary objective of the Group’s capital management is to ensure and maintain strong credit ratings and healthy capital ratios in order to support the investment projects and maximizing the return of invested capital for the shareholders.
The Group monitors its capital management through the use of a gearing ratio - net debt divided by equity plus net debt - where net debt includes interest bearing loans and borrowings minus cash. The Group’s strategic objective is to maintain the above ratio between 30% and 45%. As of 31/12/2025 the ratio stood at 30% (2024: 30%).

| Group
| 31/12/2025 | 31/12/2024
Total borrowing | 136,465 | 135,046
Cash Available | 43,242 | 49,425
Net borrowing | 93,223 | 85,621
Ecquity | 218,806 | 198,248
Net borrowing | 93,223 | 85,621
Total | 312,029 | 283,868
Leverage ratio | 30% | 30%

Annual Financial Report for the period 1/1/2025 to 31/12/2025 400
22. Borrowings
Borrowings on 31/12/2025 and 31/12/2024 are analyzed as follows:

| Group
| 31/12/2025 | 31/12/2024
Non - current loans | 129,392 | 131,968
Current portion of non-current loans and borrowings | 52,224 | 25,258
Non - current loans | 77,168 | 106,710
Short term loans for working capital | 7,073 | 3,078
Total loans and borrowings | 136,465 | 135,046

The Company as of 31/12/2025, has long-term loans amounted to €22 thousand (2024: €26 thousand). The repayment period of long-term loans ranges from 1 to 15 years, and the Group’s weighted average interest rate on long-term borrowings was 3.57% for the period from 1/1/2025 to 31/12/2025 (2024: 5.3%). The Group’s weighted average interest rate on short-term borrowings was 4.2% for the period from 1/1/2025 to 31/12/2025 (2024: 6.2%). Loan repayments and receipts during the current period amounted to €52,624 thousand (2024: €150,554 thousand) and €54,584 thousand (2024: €220,147 thousand), respectively. Long-term loans, including the portion payable within 12 months, primarily cover the Group’s development needs and are classified into bond loans, syndicated loans, and other long-term loans as of 31/12/2025 and 31/12/2024, respectively, as follows:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 401

31/12/2025 | Amount | Issuing Date | Duration
FOURLIS HOLDINGS SA | Refundable down payment | 22 | 16/6/2020 | 5 years from the issuing date
|  | 22 |  |
| Refundable down payment | 32 | 16/6/2020 | 5 years from the issuing date
TRADE LOGISTICS SA | Bond | 6,984 | 13/12/2024 | 2 years from the issuing date (euro 6,984 th. payable forthcoming period)
| Bond | 610 | 27/09/2024 | 15 years from the issuing date
| 7,626 |
SPORTWEAR MARKET SMSA | Bond | 28,904 | 21/2/2022 | 8 years from the issuing date (euro 3,976 th. payable forthcoming period)
| Bond | 10,000 | 21/6/2025 | euro 10,000 th. payable forthcoming period
| Bond | 6,976 | 21/6/2025 | 16 months from the issuing date (euro 6,976 th. payable forthcoming period)
|  | 45,880 |  |
| Bond | 7,257 | 29/1/2024 | 7 years from the issuing date (euro 320 th. payable forthcoming period)
HOUSEMARKET SA | Bond | 18,968 | 13/12/2024 | 2 years from the issuing date (euro 18,968 th. payable forthcoming period)
Bond | 39,916 | 26/3/2024 | 3 years from the issuing date (euro 0 th. payable forthcoming period)
| Bond | 5,000 | 21/6/2025 | (euro 5,000 th. payable forthcoming period)
| Bond | 4,723 | 29/07/2025 | 15 years from the issuing date
| 75,864 |
Total | 129,392 |

Annual Financial Report for the period 1/1/2025 to 31/12/2025 402

31/12/2024 | Amount | Issuing Date | Duration
FOURLIS HOLDINGS SA | Refundable down payment | 26 | 16/6/2020 | 5 years from the issuing date
|  | 26 |  |
TRADE LOGISTICS SA | Refundable down payment | 39 | 16/6/2020 | 5 years from the issuing date
Bond | 9,967 | 13/12/2024 | 2 years from the issuing date
Bond | 632 | 27/09/2024 | 15 years from the issuing date
| 10,638 |
SPORTSWEAR MARKET SA | Bond | 30,880 | 21/2/2022 | 8 years from the issuing date (euro 6,976 th. payable forthcoming period)
Bond | 9,995 | 21/6/2024 | (euro 9,995 th. payable forthcoming period)
|  | 40,875 |  |
| Bond | 7,648 | 29/1/2024 | 7 years from the issuing date (euro 319 th. payable forthcoming period)
HOUSEMARKET SA | Bond | 19,936 | 13/12/2024 | 2 years from the issuing date (euro 4,968 th. payable forthcoming period)
Bond | 49,845 | 26/3/2024 | 7 years from the issuing date (euro 0 th. payable forthcoming period)
Bond | 3,000 | 21/6/2024 | (euro 3,000 th. payable forthcoming period)
| 80,428 |
Total | 131,968 |

Long-term loans include:
•Bond loan of €6.9 million issued by BANK OF CYPRUS on 29/1/2024 by the subsidiary HOUSEMARKET S.A., maturing on 29/1/2031.
•Bond loan of €40 million issued by PIRAEUS BANK on 20/3/2024 by the subsidiary HOUSEMARKET S.A., maturing on 26/2/2027.
•Bond loan of €4.7 million issued by NATIONAL BANK OF GREECE by the subsidiary HOUSEMARKET S.A., maturing on 29/6/2040.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 403
•Bond loan of €25 million issued by ALPHA BANK on 21/2/2022 by the subsidiary SPORTSWEAR MARKET S.A., maturing on 31/12/2029.
•Bond loan of €0.61 million issued by NATIONAL BANK OF GREECE by the subsidiary TRADE LOGISTICS S.A.B.E., maturing on 27/9/2039.
The short-term part of long-term borrowings includes:
•Portion of a bond loan amounting to €0.4 million issued by BANK OF CYPRUS on 29/1/2024 by the subsidiary HOUSEMARKET S.A., maturing on 29/12/2030.
•Portion of a bond loan amounting to €4 million issued by ALPHA BANK on 22/2/2022 by the subsidiary SPORTSWEAR MARKET S.A., maturing on 31/12/2029.
•Bond loan of €5 million issued by NATIONAL BANK OF GREECE on 21/6/2025 by the subsidiary HOUSEMARKET S.A., maturing on 21/12/2026.
•Bond loan of €10 million issued by NATIONAL BANK OF GREECE on 21/6/2024 by the subsidiary SPORTSWEAR MARKET S.A., maturing on 11/6/2026.
•Bond loan of €7 million issued by ALPHA BANK on 24/6/2025 by the subsidiary SPORTSWEAR MARKET S.A., maturing on 24/12/2026.
•Bond loan of €19 million issued by ALPHA BANK on 13/12/2024 by the subsidiary HOUSEMARKET S.A., maturing on 13/12/2026.
•Bond loan of €7 million issued by ALPHA BANK on 13/12/2024 by the subsidiary TRADE LOGISTICS S.A., maturing on 13/12/2026.
The Group’s short-term borrowings include short-term loans and overdraft accounts, which are used as working capital for the Group’s operations, primarily to cover obligations to suppliers.
Some of the Group’s loans contain restrictive covenants. As of 31/12/2025, the Group had an obligation to assess compliance with these covenants. The amount of loans subject to restrictive covenants was €114.338 million. As of 31/12/2025, the Group was either in compliance with the loan covenants or had obtained a waiver for their assessment.
Having centralized capital management, the Group has the ability to immediately identify, quantify, address, and, if necessary, hedge financial risks arising from its main operational activities to align with changes in the economic environment. The Group continuously budgets and monitors its cash flows and acts appropriately to ensure the availability of open credit lines to cover temporary capital needs. The Group maintains sufficient open credit lines with domestic and foreign financial institutions to cover the working capital requirements of its local subsidiaries. As of 31/12/2025, the balance of available credit lines was €59 million (31/12/2024: €69 million).
Annual Financial Report for the period 1/1/2025 to 31/12/2025 404
In the Cash Flow Statement of the Financial Statements (Consolidated and Company) for the year 2025, changes arising from financing activities are as follows (in accordance with paragraph 44A of IAS, the Cash Flow Statement includes changes from both cash and non-cash transactions).
23. Leasing Liabilities
On 31/12/2025, leasing liabilities for the Group and Company are analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Opening balance | 185,375 | 147,716 | 3,551 | 871
Recognition of lease liability from the acquisition of subsidiaries | 6,020 | 0 | 0 | 0
Additions | 47,155 | 60,048 | 181 | 3,383
Other changes | 205,206 | 513 | 0 | 9
Termination of contract due to early expiration/store closure | 0 | (4,097) | 0 | (4)
Classification of assets held for sale | 0 | (250) | 0 | 0
Repayment of leasing | (28,984) | (18,555) | (611) | (709)
Total | 414,774 | 185,375 | 3,121 | 3,551

The line item “Recognition of lease liability from the acquisition of subsidiaries” amounting to €6 million relates to the Group’s acquisition in April 2025, through its subsidiary SPORTSWEAR MARKET LTD, of three (3) FOOT LOCKER stores in Greece, located in Athens on Ermou Street, at The Mall Athens, and in Thessaloniki at the Cosmos store, and, through its subsidiary SPORTSWEAR MARKET ROMANIA S.R.L., of three (3) new stores in Romania: Controceni, Mega Mall, and Brasov.
Additions to right-of-use assets during the period primarily relate to new leases in the home equipment and furniture segment amounting to €23 million, as well as new leases and renewals for stores in the sporting goods segment amounting to €24 million.
In the sporting goods segment, the INTERSPORT stores added to the network during the period 1/1–31/12/2025 are: three (3) new stores in Greece, in Ioannina (27/2/2025), Athens Football Rentis (20/3/2025), and Heraklion, Crete (6/6/2025), and two (2) new stores in Romania, Iasi Moldova (17/4/2025) and Balotesti (19/5/2025).
Maturities of leasing liabilities are presented below:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Up to 1 year | 30,905 | 43,188 | 607 | 589
Between 1-5 years | 108,273 | 24,037 | 2,477 | 2,334
More than 5 years | 275,596 | 118,151 | 36 | 628
Total | 414,774 | 185,375 | 3,121 | 3,551

Annual Financial Report for the period 1/1/2025 to 31/12/2025 405
24. Other Non-Current Liabilities
Other Non-Current Liabilities are analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Received Guarantees | 140 | 140 | 82 | 82
Total | 140 | 140 | 82 | 82

25. Trade and other payables
Trade and other payables are analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Trade payables | 88,532 | 77,266 | 483 | 1,142
Accrued expenses | 13,137 | 13,149 | 1,189 | 1,231
Dividends payable | 13 | 8 | 13 | 8
Taxes liability | 13,553 | 9,934 | 1,360 | 274
Customers advances | 4,435 | 6,780 | 24 | 1,056
Insurance Organizations | 3,606 | 3,257 | 271 | 225
Other payables | 8,046 | 9,320 | 4,523 | 1,274
Total | 131,322 | 119,715 | 7,861 | 5,210

There are no financial liabilities that are part of an SFA arrangement.
26. Tax
The nominal tax rates in the countries that the Group is operating vary between 10% and 22% for the year 2025, as follows:

Country | Income Tax Rate (31/12/2025) | Income Tax Rate (31/12/2024)
Greece | 22.0% | 22.0%
Romania | 16.0% | 16.0%
Bulgaria | 10.0% | 10.0%
Cyprus | 15% | 12.5%

Annual Financial Report for the period 1/1/2025 to 31/12/2025 406
The parent company and its subsidiaries have not been audited by the tax authorities for the years noted below:

COMPANY | YEARS
FOURLIS HOLDING SA | 2024 - 2025 (*)
SPORTSWEAR MARKET SA | 2021 - 2025 (*)
SPORTSWEAR MARKET HELLAS LTD | 2021 - 2025 (*)
GENCO TRADE SRL | 2020 - 2025 (*)
GENCO BULGARIA EOOD | 2017 - 2025
TRADE LOGISTICS SA | 2020 - 2025 (*)
HOUSEMARKET SA | 2020 - 2025 (*)
HM HOUSEMARKET (CYPRUS) LTD | 2016– 2025
HOUSE MARKET BULGARIA ΕAD | 2016 – 2025
SPORTSWEAR (CYPRUS) LTD | 2012, 2014 - 2025
WYLDES LTD | 2019 - 2025

Assosiate companies have not been audited by the tax authorities for the years noted below:

COMPANY | YEARS
VYNER LTD | 2019-2025
SW SOFIA MALL ENTERPRISES LTD | 2019-2025
TRADE ESTATES REIC | 2021-2025 (*)
TRADE ESTATES CYPRUS LTD | 2019-2025
TRADE ESTATES BULGARIA EAD | 2019-2025
H.M. ESTATES CYPRUS LTD | 2019-2025
VOLYRENCO SA | 2022-2025 (*)
MANTENKO SA | 2020-2025 (*)
EVITENCO SA | 2020-2025
PERCENCO SA | 2021-2025
RETS CONSTRACTIONS SA | 2020-2025

(*) All FOURLIS Group companies based in Greece, for the fiscal years 2011, 2012, and 2013, have been subject to tax audit by regular Certified Public Accountants in accordance with the provisions of Article 82, paragraph 5 of Law 2238/1994, and for the fiscal years 2014, 2015, 2016, and 2017 in accordance with the provisions of Article 65a of Law 4174/2013. Tax Compliance Certificates were obtained for the fiscal years 2011 through 2024, while the audit for the fiscal year 2025 is ongoing. Upon completion of
Annual Financial Report for the period 1/1/2025 to 31/12/2025 407
the audit, the Management of the Company and the Group does not expect significant liabilities to arise beyond those already recorded and presented in the Financial Statements. The fiscal years up to and including 2019 are considered finalized for the Greek companies. For the parent company, the tax audit for the fiscal years 2020 and 2023 was completed on 4/3/2026, resulting in tax differences payable of €556 thousand, which have been recognized and presented as a provision in the Financial Statements. For the fiscal year 2025, regarding the subsidiary HOUSEMARKET SA whose tax audit for the years 2007–2010 was completed in 2016, a decision by the Council of State (ΣτΕ) referred the case back for reconsideration by the Administrative Court of Appeal. The subsidiary assessed the likelihood of a future impact on its results from the outcome of this case as significant and recognized a tax provision of €1,819 thousand in the Financial Statements of the current year.
From the Group’s profit before tax as of 31/12/2025 amounting to €29,628 thousand, the related income tax amounts to €6,406 thousand (expense) and is analyzed as follows:
•An amount of €28,452 thousand relates to profits for which tax of €3,275 thousand (expense) has been recognized.
•An amount of €1,177 thousand relates to losses for which no deferred tax has been recognized (income). During the fiscal year 2025, income tax expense of €1,702 thousand on subsidiary profits was offset against deferred tax on prior year losses. During 2025, a subsidiary reversed a tax provision of €350 thousand due to revaluation of provisions, and another subsidiary offset €253 thousand against income tax payable for 2025.
•An amount of €735 thousand (income) relates to temporary differences between accounting and tax bases recognized in the preparation of the financial statements.
•An amount of €2,374 thousand relates to tax expense for tax differences assessed and recognized in the 2025 fiscal year.
The income tax expense of the year 1/1 - 31/12/2025 compared to the period 1/1 - 31/12/2024 is as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Income tax | (3,275) | (2,304) | 0 | 0
Provision for Tax Differences from Tax Audits | (2,374) | 0 | (556) | 0
Deferred Taxes: | 334 | 185 | 2 | 3
Differences of fixed assets | 27 | 16 | 8 | (18)
Provisions for employee benefits (IAS 19) |  |  |  |
Differences from the application of IFRS 16 | 1,341 | (299) | (10) | 25
Provisions | 322 | 292 | (6) | (22)
Deferred tax from tax loss recognition | (1,809) | 463 | 0 | 0
Inventory Write Off Provision | (972) | 111 | 0 | 0
Total Deferred taxes | (757) | 768 | (6) | (12)
Income Tax Expense | (6,406) | (1,536) | (562) | (12)

Annual Financial Report for the period 1/1/2025 to 31/12/2025 408
The reconciliation between the nominal tax rate and the effective tax rate is analyzed as follows:

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Profit Before Taxes | 29,566 | 7,741 | 15,872 | 8,294
Income tax based on nominal tax rate | (6,504) | (1,703) | (3,492) | (1,825)
Tax on Differences in Foreign Subsidiaries’ Tax Rates | 2,844 | 2,110 | 0 | 0
Tax on tax free income | 5,730 | 382 | 5,527 | 3,098
Tax on non deductible expenses | (2,873) | (449) | (1,872) | 0
Income tax difference of previous year | (537) | (38) | (556) | (24)
Provision for Tax Differences from Tax Audits | (2,374) | 0 | 0 | 0
Tax on tax losses | (3,049) | (1,218) | (62) | (1,072)
Tax related on sales of subsidiaries | 0 | 0 | 0 | 0
Miscellaneous timing differences | 359 | (619) | (107) | (189)
Tax in statement of comprehensive income | (6,406) | (1,536) | (562) | (12)

The deferred taxes presented as of 31 December 2025 and 31 December 2024 in the Financial Statements are analyzed in accordance with the requirements of IAS 12, paragraph 81(z), based on the following reconciliation table of changes in deferred taxes. The table shows the amount of change recognized in profit or loss as well as the amount recognized in Other Comprehensive Income, in order to provide information in accordance with the provisions of paragraph 81(z)(ii) of IAS 12, using the updated presentation of deferred taxes and including the analysis for Other Comprehensive Income.
The deferred taxes shown as at 31 December 2025 and 31 December 2024 in the Financial Statements are broken down as follows:
Annual Financial Report for the period 1/1/2025 to 31/12/2025 409

| Group |
| 31/12/2024 | Tax amount through PnL | Tax amount through OCI | 31/12/2025 |
Assets: |  |  |  |  |
Depreciation calc. difference | (1,079) | 334 | 0 | (745) |
Employee retirement benefits (IAS 19) | 1,599 | 27 | 42 | 1,668 |
Stock devaluation | 1,093 | (972) | 0 | 121 |
Provisions | 616 | 322 | 0 | 938 |
Provision for doubtful debts | 825 | 0 | 0 | 825 |
Deferred income tax | 8,440 | (1,809) | 0 | 6,631 |
Reclass of Revenue account | 34 | 0 | 0 | 34 |
Differences from the application of IFRS 16 | 1,990 | 1,341 | 0 | 3,331 |
Total | 13,518 | (757) | 42 | 12,803 |
| Company |
Assets: | 31/12/2024 | Tax amount through PnL | Tax amount through OCI | 31/12/2025 |
Depreciation calc. difference | 13 | (2) | 0 | 11 |
Employee retirement benefits (IAS 19) | 161 | (8) | (1) | 153 |
Provisions | 16 | (6) | 0 | 10 |
Differences from the application of IFRS 16 | 33 | 10 | 0 | 43 |
Total | 223 | (6) | (1) | 218 |

Deferred income taxes arise from temporary differences between the tax base of assets and liabilities and their recognition in the financial statements.
In accordance with paragraphs 29 and 36 of IAS 12, the recognition of a deferred tax asset requires that it is probable that sufficient future taxable profits will be available against which deductible temporary differences and carried forward tax losses can be utilized.
As of 31 December 2025, the Group’s Management assessed the recoverability of deferred tax assets based on approved five-year business plans of the subsidiaries. This assessment considered the projected taxable profits of each entity and tax jurisdiction, as well as the possibility of offsetting carried forward tax losses against future profits, taking into account any expiry limitations or specific offset rules under applicable tax legislation. The assessment is based on the likelihood of recovery through future taxable profits or reversal of taxable temporary differences, in accordance with IAS 12 principles.
Specifically, as of 31 December 2025, the Group had accumulated carried forward tax losses for which a total deferred tax asset of €6,631 thousand had been recognized (€8,440 thousand as of 31 December 2024), as Management concluded that recognition criteria were met. For the portion of tax losses with recognized deferred tax assets, Management expects that these losses will be utilized against taxable
Annual Financial Report for the period 1/1/2025 to 31/12/2025 410
profits before their expiry date.
With reference to paragraph 81(e) of IAS 12, we hereby inform you that the Group has tax loss carryforwards for which no deferred tax asset has been recognized, as the standard’s recognition criteria regarding the likelihood of sufficient future taxable profit within the expected offset period are not met, and they amount to €46,637 million.
Given that certain tax audits for specific years are still ongoing, the Group, based on its interpretation of tax authorities’ positions and the expected final tax outcome, has recognized a provision of €2,374 thousand in 2025 for potential differences arising from current and future tax audits.
27. Earnings/Losses per share
Earnings per share is calculated by dividing the profit attributable to the Company's shareholders by the weighted average number of shares outstanding during the financial year. The weighted average number of shares for basic earnings per share as of December 31, 2025 is 51,135,470 shares and as of December 31, 2024 was 52,624,805 shares.

| Group
| 31/12/2025
| Discontinued operation | Continued operation | Total
Profit / (Loss) after tax attributable to owners of the parent | 7,144,220 | 23,159,853 | 30,715,983
Number of issued shares | 51,889,670 | 51,889,670 | 51,889,670
SOP Impact | 788,605 | 788,605 | 788,605
Weighted average number of shares | 51,135,470 | 51,135,470 | 51,135,470
Weighted average number of shares (impaired) | 51,924,075 | 51,924,075 | 51,924,075
Basic Earnings per Share (in Euro) | 0.1397 | 0.4529 | 0.5926
Impaired Earnings per Share (in Euro) | 0.1376 | 0.4460 | 0.5836

Annual Financial Report for the period 1/1/2025 to 31/12/2025 411

| Group
| 31/12/2024
| Discontinued operation | Continued operation | Total
Profit / (Loss) after tax attributable to owners of the parent | 13,749,931 | 6,205,587 | 19,955,518
Number of issued shares | 52,516,977 | 52,516,977 | 52,516,977
SOP Impact | 1,967,184 | 1,967,184 | 1,967,184
Effect from purchase of own shares | (1,859,365) | (1,859,365) | (1,859,365)
Weighted average number of shares | 52,624,805 | 52,624,805 | 52,624,805
Weighted average number of shares (impaired) | 52,624,805 | 52,624,805 | 52,624,805
Basic Earnings per Share (in Euro) | 0.2714 | 0.1225 | 0.3939
Impaired Earnings per Share (in Euro) | 0.2613 | 0.1179 | 0.3792

28. Treasury Shares
During the current financial year 2025, 332,338 treasury shares with a nominal value of €332,338.00 and a total acquisition cost of €1,361,550.69 were purchased.
a) The Ordinary General Meeting of Shareholders of “FOURLIS HOLDINGS SOCIETE ANONYME” held on June 20, 2025, resolved, in accordance with Article 49 of Law 4548/2018, to cancel 2,606,590 own shares, with a nominal value of one euro (1.00) each, held by the Company, with a corresponding reduction of the share capital by the amount of two million six hundred six thousand five hundred ninety euros (2,606,590.00) and a reduction of the share premium reserve by the amount of seven million twenty-one thousand nine hundred thirty euros (€7,021,930.00), which corresponded to the aggregate nominal value of the cancelled treasury shares, as well as the consequent amendment of Article 3 of the Articles of Association relating to the share capital.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 412
b) The Ordinary General Meeting of the shareholders of the Company ‘FOURLIS HOLDINGS S.A.’ held on June 20, 2025, approved a share buyback program by the Company of its own shares (treasury shares), up to a maximum number of 2,556,774 shares, including the shares previously acquired and held by the Company, corresponding to up to 5% of the paid‑up share capital, within a period of 24 months from the date of approval, i.e. until June 16, 2025. The minimum purchase price was set at one euro (1.00) per share and the maximum purchase price at eight euros (8.00) per share, in accordance with Article 49 of Law 4548/2018, and the Board of Directors was authorized to determine, within the above framework, the exact timing, number and price of the shares to be acquired.
As of 31 December 2025, and up to the present date, the Company does not hold any of uts own treasury shares.
29. Commitments and Contingencies
29.1 Commitments
Commitments of the Group on 31/12/2025 are:
•Corporate guarantees have been given by the parent company to subsidiaries to secure liabilities of the amount of EUR 145,981 thousand.
•The Parent Company has contracted as a guarantor for the amount of EUR 2,100 thousand for future rentals and loan obligations from an investment of a related company.
•The subsidiary HOUSEMARKET AE has provided a guarantee to the Bonded Lender in favour of the subsidiary TRADE LOGISTICS SA for securing loan obligations, amounting to EUR 610 thousand.
It is noted that there are no capital obligations.
29.2 Litigation
There are no litigation or arbitration proceedings as well as resolutions of judicial institutions that might have a material impact on the assets of the Group’s companies.
30. Related parties
Related parties of the Group include the Company, subsidiary and associated companies, the management and the first line managers and the companies controlled by them. The company provides advice and services all kind of companies in the areas of general management, financial management and IT.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 413
The analysis of the related party receivables and payables as at 31 December 2024 and 2023 are as follows:

|  | Group | Company
|  | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Receivables from: | HOUSEMARKET SA | 0 | 0 | 224 | 78
| H.M. HOUSE MARKET (CY) LTD | 0 | 0 | 114 | 49
| SPORTSWEAR MARKET (CY) LTD | 0 | 0 | 31 | 4
| SPORTSWEAR MARKET SA | 0 | 0 | 1,410 | 319
| GENCO TRADE SRL | 0 | 0 | 260 | 75
| GENCO BULGARIA | 0 | 0 | 15 | 11
| HOUSE MARKET BULGARIA EAD | 0 | 0 | 49 | 125
| WYLDES | 0 | 0 | 46 | 30
| TRADE LOGISTICS SA | 0 | 0 | 34 | 86
| TRADE ESTATES REIC | 67 | 0 | 56 | 0
| TRADE ESTATES CYPRUS LTD | 11 | 0 | 0 | 0
| TRADE ESTATES BULGARIA EAD | 1 | 0 | 0 | 0
| H.M. ESTATES CYPRUS LTD | 0 | 0 | 0 | 6
| VOLIRENCO | 0 | 0 | 0 | 12
| WELLNESS GR | 0 | 0 | 55 | 17
| TRADE STATUS SA | 351 | 258 | 348 | 256
| RECON | 0 | 4,101 | 0 | 0
| EVITENCO | 0 | 7,000 | 0 | 0
| SPORTSWEAR MARKET LTD | 0 | 0 | 206 | 0
| SPORTSWEAR MARKET ROMANIA S.R.L. | 0 | 0 | 34 | 0
| TOTAL | 430 | 11,359 | 2,886 | 1,069
Payables to: |  |  |  |  |
| HOUSEMARKET SA | 0 | 0 | 4,424 | 1,018
| SPORTSWEAR MARKET SA | 0 | 0 | 13 | 0
| TRADE LOGISTICS SA | 0 | 0 | 1 | 0
| H.M. HOUSE MARKET (CY) LTD | 0 | 0 | 6 | 0
| SPORTSWEAR MARKET (CY) LTD | 0 | 0 | 1 | 0
| GENCO TRADE SRL | 0 | 0 | 4 | 0
| GENCO BULGARIA | 0 | 0 | 1 | 0
| HOUSE MARKET BULGARIA EAD | 0 | 0 | 31 | 0
| SPORTSWEAR MARKET LTD | 0 | 0 | 1 | 0
| SPORTSWEAR MARKET ROMANIA S.R.L. | 0 | 0 | 0 | 0
| TRADE ESTATES REIC | 84 | 0 | 0 | 35
| WELLNESS GR | 0 | 0 | 0 | 2
| TRADE STATUS SA | 23 | 3 | 0 | 0
| MANTENKO SA | 177 | 0 | 0 | 0
| TRADE ESTATES CY | 1 | 0 | 0 | 0
| TOTAL | 285 | 3 | 4,482 | 1,055

Annual Financial Report for the period 1/1/2025 to 31/12/2025 414
Transactions with subsidiaries and associates as at 31 December 2025 and 31 December 2024 are analysed as follows:

| Group | Company
| 1/1- 31/12/2025 | 1/1- 31/12/2024 | 1/1- 31/12/2025 | 1/1- 31/12/2024
Revenue | 3,351 | 40 | 9,199 | 5,073
Other income | 206 | 64 | 4,262 | 2,727
Dividend income/(expense) | 0 | 0 | 25,122 | 14,080
Total | 3,557 | 104 | 38,582 | 21,880

| Group | Company
| 1/1- 31/12/2025 | 1/1- 31/12/2024 | 1/1- 31/12/2025 | 1/1- 31/12/2024
Administrative expenses | (1) | (6) | (6) | (9)
Distribution expenses | (8,755) | 0 | 0 | 0
Purchases of merchandise | (1) | 0 | 0 | 0
Total | (8,757) | (6) | (6) | (9)

In fiscal years 2025 and 2024, the transactions and remuneration of directors and members of management were as follows:

| Group | Company
| 1/1- 31/12/2024 | 1/1- 31/12/2023 | 1/1- 31/12/2024 | 1/1- 31/12/2023
Transactions and fees of management members | 3,688 | 3,325 | 1,286 | 811

Remuneration for the current fiscal year does not include the remuneration of the members of the Board of Directors of the affiliate Trade Estates, due to its deconsolidation from the Group (Note 9).
There are no other transactions, receivables - payables between the Group and the Company with the directors and management members. Transactions with related parties are conducted on commercial terms and mainly involve sales and purchases of goods and services in the ordinary course of the Group's business.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 415
31. Transactions with Subsidiaries
During the financial years 2025 and 2024, the following transactions took place between the parent company and the Group’s subsidiaries:

| Group | Company
| 1/1- 31/12/2025 | 1/1- 31/12/2024 | 1/1- 31/12/2025 | 1/1- 31/12/2024
Revenue | 80,724 | 74,224 | 9,019 | 5,033
Cost of sales | 56,146 | 40,032 | 0 | 0
Other income | 6,680 | 4,269 | 4,189 | 2,663
Administrative expenses | 12,977 | 10,955 | 6 | 9
Distribution expenses | 18,155 | 25,504 | 0 | 0
Other operating expenses | 128 | 2 | 0 | 0
Dividends | 0 | 47,978 | 25,122 | 14,080
Interest income | 235 | 1,882 | 0 | 0
Interest expense | 235 | 1,882 | 0 | 0

| Group | Company
| 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024
Trade receivables | 33,520 | 88,364 | 2,481 | 818
Inventory | 281 | 281 | 0 | 0
Creditors | 33,520 | 88,364 | 4,482 | 1,056

Letters of guarantee have been given by the Group to subsidiaries and an associate company to secure liabilities, the analysis of which is presented in the section "Commitments and contingent liabilities".
32. Significant Changes in the Consolidated Financial Statements
The most significant changes in the Group’s and the Company’s balance sheet figures as of December 31, 2025, compared to the corresponding amounts as of December 31, 2024, which have not been analyzed in the notes, are as follows:
In April 2025, the Fourlis Group completed the acquisition of Foot Locker’s operations in Greece and Romania through the acquisition of 100% of the two companies managing the chain’s operations in the two countries, namely SPORTSWEAR MARKET LTD in Greece and SPORTSWEAR MARKET ROMANIA S.R.L. in Romania. These companies own and operate three existing stores and the Footlocker online store in Greece, as well as three existing stores in Romania, which are now managed by the Fourlis Group. The transaction was carried out through the Group’s subsidiary, SPORTSWEAR MARKET SA. As a result, the Group acquired full control of the two companies and, as of April 2025, has consolidated them in its consolidated financial statements using the full consolidation method.
The transaction amount totaled €9,498,000 for Greece and €2,114 for Romania. For Greece, the amount has been paid in full, and for Romania, €206,000 had been paid, while the remaining €1,908 will be paid will be paid at a later date, in accordance with the terms of the agreement.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 416
The total after-tax results of the above companies for the period April 2025 – December 2025 amounted to a profit of €517 for Greece and a loss of (€574 for Romania).
The fair values of the assets acquired and liabilities assumed in April 2025 are as follows

Fair values on the date of acquisition of control
ASSETS | SPORTSWEAR MARKET L.T.D. | SPORTSWEAR MARKET ROMANIA S.R.L.
Owner-occupied tangible assets | 312 | 617
Assets with right of use | 3,673 | 1,868
Stocks | 1,861 | 761
Customers and other requirements | 437 | 647
Cash & equivalents | 533 | 566
Total assets | 6,816 | 4,460
OBLIGATIONS
Obligations from real estate leases | 3,680 | 2,341
Other obligations | 407 | 55
Total Liabilities | 4,086 | 2,395
Net Assets | 2,730 | 2,064

The process of determining the fair value of the acquired assets and assumed liabilities, the allocation of the purchase price, and the subsequent final determination of the related goodwill has been completed
Determination of Goodwill from the Acquisition of Control
The goodwill amounted to €6,818 thousands, arising from the above transaction, which is included in the corresponding account of the consolidated Statement of Financial Position, was determined based on the fair values of the acquired companies. The transaction price amounts to €9,498 thousand for SPORTSWEAR MARKET LTD and €2,114 thousand for SPORTSWEAR MARKET ROMANIA S.R.L., based on which the definitive goodwill from the acquisition was determined as follows:

| SPORTSWEAR MARKET L.T.D. | SPORTSWEAR MARKET ROMANIA S.R.L.
Company Acquisition Price | 9,498 | 2,114
Less: 100% of Net Assets at the date of acquisition | 2,730 | 2,064
Goodwill | 6,768 | 50

Annual Financial Report for the period 1/1/2025 to 31/12/2025 417
It should be noted that, in accordance with the requirements of IFRS 3 and IAS 36, the Group performed an impairment test for the final recognized goodwill arising from the acquisition of the said companies. The impairment test was based on the discounted future cash flows of the cash‑generating units (CGUs) to which the goodwill has been allocated.
The key assumptions used in the recoverable amount calculations are summarized below:
• Valuation method: Value in use, based on the discounted cash flow (DCF) method
• Weighted average cost of capital (WACC): 10.7%
• Forecast horizon: 5 years
• Perpetual growth rate: 1%.
The impairment test did not indicate any need for impairment of goodwill as of December 31, 2025.
33. Subsequent events
With regard to recent events in Iran, the Company does not have any business exposure to the countries involved. However, these events are assessed to potentially give rise to indirect impacts, as set out below:
i. In terms of inventory availability, the Company has already taken measures to ensure sufficient stock adequacy so as to fully cover planned sales. Therefore, no impact on product availability is expected.
ii. The inflationary trends in the broader market are expected to have a negative impact on consumer trade (including the impact of tourist activity).
iii. Changes in energy prices may increase the operating expenses during the year.
iv. An increase in transportation and logistics costs is expected, which may lead to margin compression.
v. An increase in financing costs, mainly due to pressures arising from fluctuations in EURIBOR. However, the Group has already mitigated the impact through the use of financial hedging instruments.
It is noted that the Group has the procedures, tools and mechanisms in place to effectively manage the above impacts, thereby limiting their effect on its operations.
In addition, on January 2026, an amount of twenty million euros (20,000,000) was disbursed pursuant to the bond loan agreement signed on December 19, 2025, between the subsidiary ”SPORTSWEAR MARKET SINGLE MEMBER SOCIETE ANONYME” and “NATIONAL BANK OF GREECE S.A.”.
There are no other events after December 31, 2025, that would materially affect the financial position and results of the Group.
Annual Financial Report for the period 1/1/2025 to 31/12/2025 418
Web site for the publication of the Annual Financial Statements
The Annual Financial Report of the Group (Consolidated and Separate), The Independent Auditors Report and the Board of Directors Report for the year 1/1- 31/12/2025 have been published by uploading on the internet at the web address http://www.fourlis.gr. At the same web address, all Annual Financial Statements, Audit Reports and Board of Directors Reports of the companies which are consolidated and they are not listed and which cumulatively represent a percentage higher than 5% of consolidated revenues or assets or operating results after the deduction of minority shares proportion, are published.
FOURLIS HOLDINGS S.A.HEADQUARTERS - OFFICES: ERMOU 25 – 14564, KIFISSIA+ 30 210 6293000 www.fourlis.com