Avax S.a.ATHEX: AVAX

Annual Financial Report 31.12.2025

· Issued by Avax S.a.
AVAX S.A. Annual Financial Statements for the period January 1st to December 31st, 2025 AVAX S.A.

Company's Number in the General Electronic Commercial Registry

:913601000 (former Company's Number in the Register of Societes

Anonymes: 14303/06/B/86/26)

16 Amaroussiou-Halandriou str.,151-25, Marousi, Greece

INDEX OF ANNUAL FINANCIAL STATEMENTS

2

Website where the company's and consolidated financial statements are available

5

I) Statements of members of the board of directors

7

II) Annual report of the board of directors

8

A. Important Events during 2025

8

B. Activity per business segment

12

C. Labor and Environmental Issues

13

D. Main Risks and Uncertainties for 2026

13

E. Important Transacti ons wi th Related Parti es

17

F. Explanatory Report of the Board of Directors

17

G. Dividend Policy

20

H. Own Shares

20

I. Financial and Non-Financial Basic Performance Indicators

20

J. Alternati ve Performance Measures

26

K. Expectati ons & Prospects for 2026

30

L. Important Developments & Events past the Balance Sheet Date (31.12.2025) and up to the date of approval of

this Report

31

M. AVAX Group Sustainability Statement 2025

32

N. Corporate Governance Statement

173

III) Independent auditor's report

218

IV) Annual Financial Statements period from January 1st, 2025 to December 31st, 2025

227

- Statement of Financial Position

227

- Statement of Income

228

- Statement of Comprehensi ve Income

229

- Statement of Cash Flow

230

- Statement of Changes in Equity

231

V) Notes and accounting policies

233

Α. INFORMATION ABOUT THE COMPANY

233

Α.1 General Information about the Company and the Group

233

Α2. Activities

233

Β. FINANCIAL REPORTING STANDARDS

234

Β.1. Compliance with IFRS

234

Β.2. Basis of preparation of the financial statements

234

C. BASIC ACCOUNTING PRINCIPLES

234

C.1. Consolidated finacial statements (IFRS 10) & Business Combinations (I.F.R.S. 3)

234

C.2a. Property, Plant & Equipment (I.A.S. 16)

240

C.2b. Investment Property (IAS 40)

241

C.3. Intangible Assets (I.A.S. 38)

241

C.4. Impairment of Assets (I.A.S. 36)

241

C.5. Inventories (I.A.S. 2)

242

C.6. Financial Instruments: Presentation (IAS 32)

243

2

C.7. Financial Instruments: Disclosures (IFRS 7)

243

C.8. Provisions, Contingent Liabilities and Contingent Assets (I.A.S. 37)

243



C.9. The effects of changes in Foreign Exchange Rates (I.A.S. 21)

243

C.10. Earnings per share (I.A.S. 33)

244

C.11. Dividend Distribution (I.A.S. 10)

244

C.12. Income Taxes & Deferred Tax (I.A.S. 12)

244

C.13. Personnel Benefits (I.A.S. 19)

245

C.14. Leases (I.F.R.S. 16)

246

C.15. Borrowing Cost (I.A.S. 23)

246

C.16. Operating Segments (I.F.R.S. 8)

247

C.17. Related Party Disclosures (I.A.S. 24)

247

C.18. Revenue from contracts with customers (I.F.R.S. 15)

247

C.19. Financial Instruments (I.F.R.S. 9)

249

C.20. Restricted cash deposits

251

C.21. Non-current assets held for sale & discontinued operations (I.F.R.S. 5)

251

C.22. Significant accounting estimates and judgments

251

C.22.1 Impairment of goodwill and other non-financial assets

252

C.22.2 Income taxes

252

C.22.3 Deferred tax assets

252

C.22.4 Asset lives and residual values

252

C.22.5 Allowance for net realizable value of inventory

252

C.22.6 Allowance for doubtful accounts receivable

252

C.22.7 Provision for staff leaving indemnities

252

C.22.8 Contingent liabilities

252

C.22.9 Revenue from Contracts with Customers (I.F.R.S. 15)

253

C.22.10 Joint Arrangements (I.F.R.S. 11)

253

C.22.11 Fair Value measurement (I.F.R.S. 13)

253

D. NEW STANDARDS, INTERPRETATIONS AND AMENDMENT OF CURRENT STANDARDS

253

E. NOTES TO THE FINANCIAL STATEMENTS

257

1. Turnover

257

2. Cost of sales

257

3. Other net operating income/(expense)-profit/(losses)

257

3a. Bad debts and other provisions

257

3

4. Administrative expenses

258



5. Selling & Marketing expenses

258

6a. Income from sub-debt

258

6b. Income/(Losses) from Subsidiaries/Associates

258

7. Finance cost

259

8. Tax charge

259

9a. Segment Reporting - Business segments

260

9b. Secondary reporting format - Geographical segments

262

9c. Information about key clients

263

9d. Sensitivity Analysis - Foreign Exchange rate Risk

264

10. Property, Plant and Equipment

265

10a. Right of Use assets

266

11. Investment Property

266

11a. Net profit or loss from fair value ajdustments for investment properties

267

12. Intangible Assets

268

13.Investments in Subsidiaries/Associates and other companies

269

13a.Investments in Subsidiaries

269

13b.Investments in Associates

270

14. Joint Arrangements (Joint Ventures)

271

15. Financial assets at fair value through other comprehensive income

271

16. Other non-current assets and other long-term receivables

274

17. Deferred tax assets

274

18. Deferred tax liabilities

275

19. Inventories

275

20. Contractual Assets

276

21. Clients and other receivables

277

21a. Ageing Analysis of clients

277

21b. Ageing Analysis of other receivables

278

22. Cash and cash equivalent

279

22a. Restricted Cash Deposits

279

23. Trade and other payables

279

24. Borrowings

280

24a. Change in financial activity

281

25. Income tax and other tax liabilities

281

26. Liabilities from Leases (IFRS 16)

282

4

27. Provisions for retirement benefits

283





  1. Other provisions and non-current liabilities 284



  2. Share capital 284



  3. Other Reserves 284



  4. Revaluation Reserves for Financial Assets at fair value through other comprehensive Income 285



  5. Reserves from foreign profits Law 4171/61 285



  6. Reserves art 48 L.4172/2013 285



  7. Non-controlling interest 285



  8. Memorandum accounts - Contingent liabilities 285



  9. Encumbrances - Concessions of Receivables 285



  10. Transactions with related parties 286



  11. Fair Value measurement 290



  12. Risk Management 291



  13. Important Events during 2025 295

  14. Important Developments & Events past the Balance Sheet Date (31.12.2025) and up to the date of approval of



    this Report 298



  15. Contingent Receivables and Liabilities 299

  16. Approval of Financial Statements 300



ANNUAL FINANCIAL REPORTING WEBSITE WHERE THE COMPANY'S AND CONSOLIDATED FINANCIAL STATEMENTS ARE AVAILABLE

We hereby certify that the attached Annual Financial Statements, which are an integral part of the annual financial report of article 4 of Law 3556/2007, are those approved by the Board of Directors of "AVAX SA" on 01.04.2026 and have been published by posting them on the internet, at (https://www.avax.gr), as well as on the Athens Stock Exchange web site, where they will remain at the disposal of the investing public for at least ten (10) years from the date of their compilation and disclosure. The Annual Financial Statements of the Group's subsidiaries are also published at https://www.avax.gr.

STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS (in accordance with article 4, paragraph 2c of Law 3556/2007)

In our capacity as executive members of the Board of Directors of AVAX SA (the «Company»), and according to the best of our knowledge, we,

  1. Joannou Christos, Chairman & Executive Director

  2. Kouvaras Konstantinos, Deputy Chairman and Executive Director

  3. Mitzalis Konstantinos, Managing Director,

    state the following:

    • the financial statements for the period from 01.01.2025 to 31.12.2025, prepared under the International Financial Reporting Standards currently in effect, give a true view of the assets, liabilities, equity and financial results of the Company, as well as the businesses included in the consolidation of the Group,

    • the Annual Report of the Board of Directors of the Company gives a true view of the evolution, the performance and the condition of the Company, as well as the businesses included in the consolidation of the Group, including an overview of the main risks and uncertainties they face, along with all other information required as per paragraph 2 of article 4 of Law 3556/2007.

Marousi, April 01, 2026

CHAIRMAN & EXECUTIVE DIRECTOR

DEPUTY CHAIRMAN & EXECUTIVE DIRECTOR

MANAGING DIRECTOR

JOANNOU CHRISTOS

KOUVARAS KONSTANTINOS

MITZALIS KONSTANTINOS

AID: 0000889746

ID: ΑI 597426

ID: AN 033558

ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD FROM 01.01.2025 TO 31.12.2025 (in accordance with article 4 of Law 3556/2007, Decision #8/754/14.04.2016 of the Board of Directors of Greece's Capital Markets Commission, article 2 of Law 3873/2010, article 1 of Law 4403/2016, article 2 of Law 4336/2015 and articles 150-154 of Law 4548/2018)

Dear Shareholders,

this annual report of the Board of Directors for 2025 was prepared according to corporate and capital markets legislation and the decisions of the Capital Markets Commission, to depict the true developments concerning AVAX Group and its performance during 2025, as well as the main risks and uncertainties faced.

The Report of the Board of Directors is an integral part of the financial statements included in the Annual Financial Report 2025, presenting an analysis of the Group's activities, financial and non-financial key elements for the performance of the Group and the Company during 2025, information on the events affecting the business Group and the risks identified, estimates for the expected course and development of the Group's business sectors, and data on transactions with related parties. It also includes a section on Non-Financial Information and Taxonomy, a Corporate Governance Report and an Explanatory Report on the Company's share capital, in accordance with current legislation.

Α. Important Events during 2025

The following are the most important events during 2025 for all Group companies:

New Projects / Work-in-Hand

The Group in 2025 had another positive year regarding the addition of new projects, having signed new and additional contracts for public & private works, subcontracts and services with a total value of €365 million, on the back of signing contracts totaling

€317 million in 2024. The new projects feature positive profitability as the bids placed in the respective tenders are compatible with the Group's technical capabilities, equipment and experience of human resources, supporting total work-in-hand.

The Group's work-in-hand based on signed projects amounted to €2.58 billion as of 31.12.2025, compared to €2.89 billion at the end of 2024. It is noted that contracts worth €183 million for the Group are currently pending to be signed.

Taking all the above into account, and excluding the execution of projects during 2026 which has yet to be recorded in Company books, the Group's work-in-hand currently amounts to around €2.76 billion. Domestic projects account for 92% of this total, with international projects making up the balance of 8%, whereas public projects account for 51% and private projects and PPPs represent 49% of the total. At the same time, bidding and signing of new projects continues, the largest part of which will be executed beyond 2026. Based on the afore-mentioned data on signed and pending projects, project execution is projected at some €1 billion for 2026, with the balance scheduled from 2027 onwards.

It should be noted that the Group's work-in-hand is a strong indicator, yet not accurate and binding forecast for the evolution of future revenues from the Group's construction activity. Occasionally, there are changes and adjustments to the technical scope of the contracts related to various external factors or delays caused by amendments to engineering designs or incomplete designs when contracts are signed.

[see the relevant Note to the Financial Statements for further details]

Shareholding Changes

  1. Sale of 4.38% of total Company shares by major shareholders

    In March 2025, legal entities controlled by the Company's main shareholders and private investors carried out a placement of Company shares to Greek and foreign institutional investors, to increase the shares' free-float and further enhance their tradeability. A total of 6,500,000 shares (4.38% of the total Company) were transferred at a price of €2.00 per share. Following the above transaction, among the Company's main shareholders, the percentage indirectly controlled by the Chairman of the Board of Directors Christos Ioannou was reduced to 21.6% from 23.6%, while the percentage directly and indirectly controlled by the CEO Konstantinos Mitzalis was reduced to 16.0% from 17.6%.

  2. Transfer of a legal entity controlling 7.506% of Company shares

Private shareholder Stelios Christodoulou sold the Cypriot company Honeysuckle Properties Ltd, which holds 7.506% of the Company's shares. Buyers of this legal entity include the executive member of the Board of Directors, Mr. Antonis Mitzalis, with a minority interest of 33.34% (non-controlling according to the relevant legislation).

Shareholders' authorisation to the Board of Directors of the Company to decide on a Share Capital Increase

During the Annual General Meeting of Company shareholders on 15.07.2025, shareholders provided authorisation to the Board of Directors to decide for the next five years on cash-based share capital increases for a cumulative amount that may not exceed three times the existing (at the time of granting the authorisation) Share Capital, which amounts to the amount of

€44,496,454.80, along with the option to limit or abolish pre-emptive right of old shareholders.

Score of 91% in the ATHEX ESG Transparency Index

AVAX Group recorded a score of 91% in the ESG Transparency Score of the Athens Stock Exchange's ATHEX ESG Index for 2024, confirming its strategic commitment to transparency, as well as the comprehensive and consistent disclosure of information regarding environmental, social and corporate practices.

Share Buyback

  1. Expiration of the Share Buyback Programme 2023-2025

    The share purchase programme approved on 14.06.2023 by the Annual General Meeting of the Company's shareholders expired on 13.06.2025, during which the Company purchased 212,500 shares, corresponding to 0.14% of its share capital, at an average acquisition price of €1.50 per share.

  2. Approval of a New Share Buyback Programme 2025-2027

During the Annual General Meeting of 15.07.2025, shareholders approved a new Share Buyback Programme, which provides for the acquisition of up to 5,000,000 of the Company's own shares through the Athens Stock Exchange until 14.07.2027, at a price range between €0.50 and €5.00 per share. In October 2025, the Company began the implementation of the said Programme.

At the end of the 2025 fiscal year, the Company held 397,120 own shares, representing 0.27% of the Company's total shares, with an average acquisition price of €1.99 per share. Within 2026, and up to 26.03.2026, the Company has acquired an additional 631,000 own shares with an average acquisition price of €3,25 per share, thus raising the total own shares acquired up to 26.03.2026 to 1,028,120 or 0.69% of the total shares of the Company, with an average acquisition price of €2.77 per share.

Financing for Investment on the Group's Digitalisation

The Group received financing totalling €8.0 million from the EU's Recovery and Resilience Fund and a domestic commercial bank to meet capital and operating expenses towards a €10 million investment for the Company's digital transformation. The implementation of the Group's comprehensive digital transformation programme aims to modernise the business infrastructure, optimise internal processes and enhance competitiveness.

Extension of Partial Deadlines for the Hellenic Metro Line #4 project

Article 154 of Law 4938/2022 provided contractors for public works with the option to receive a premium payment on top of their contracted amount, as long as they did not make use of the provisions of case §1 of article 153 (as referred to in article 154) of Law 4938/06.2022 which offered an option to extend the project schedule without constituting a breach of contractual time.

The premium was paid by the Project Owner (Client) against a works certification of that amount based on article 154 of Law 4938/2022, which does not qualify as an increase in the contract value and is not included in the periodic works certifications towards the project. For the Company, these provisions mainly concern the "Metro Line 4" project, and the amount amounts to

€41.6 million.

The total deadline for the full completion of the Project was initially set at 2,920 calendar days from the signing of the Contract, ie until 20.06.2029. Extensions of specific partial deadlines of the contract have been granted by successive decisions of HELLENIC METRO SA upon requests by the Contractor. Those extensions were granted with revision, ie without attributing fault or exclusive liability to the Contractor.

Subsequently, following a special invitation from the Managing Agency, the Contractor submitted an updated time schedule, with a new project completion date of 13.02.2034.

The Project Authority with its decision #1597(a)/09.02.2026 approved: (a) an extension, with revision, of the overall project deadline, with a new completion date of 03.09.2032, (b) the schedule submitted by the Contractor, as corrected by the

Managing Agency, while at the same time, (c) it was decided to recover the premium payment granted under article 154 of law 4938/2022, through netting off with subsequent certifications of the contract.

The Contractor on 24.02.2026 filed its #43 objection against the above decision, which is expected to be examined in the immediate future by the competent Technical Council, before rendering its opinion to the Minister of Infrastructure and Transport who will eventually decide on the objection.

Regarding the disputed issue of the premium payment, the Contractor has briefly argued in its objection that the disputed judgment regarding the return and netting off of the amount is legally flawed and voidable, since the current legislative framework (articles 153-154 of Law 4938/2022) states that a granted premium is callable in the event of project time schedule extension, unless there are grounds of force majeure.

In this case, the project delays due to the untimely delivery of free work spaces fall under the contractual responsibility of the Project Owner and constitute an event that ranks as force majeure for the Contractor, in accordance with the relevant case law. The lack of any fault on the part of the Contractor for the granted time extension is explicitly recognised by the aforementioned decision, while HELLENIC METRO SA granted the extension in question with a revision (a fact that confirms that no responsibility is attributed to the Contractor for the extension of the deadlines).

Consequently, the extension of the time schedule for reasons not attributable to the Contractor does not revoke the right to receive the premium payment, nor does it establish an obligation to return it. Any interpretation to the opposite direction is contrary to both the rationale of the law and the principles of good faith, equal treatment and maintenance of the economic balance of the contract, while it is also inconsistent with the established administrative practice in similar cases.

According to circular #294537/25.09.2022 of the Ministry of Infrastructure titled "Clarifications regarding the application of articles 152 to 154 of law 4938/2022 (Α'109)" it is provided that "The granting of an extension to the timetable pursuant to article 147 of law 4412/2016 (Α' 147) after the publication of law 4938/2022, ie after 06.06.2022, revokes the right to receive the premium payment of article 154, except for reasons of force majeure. In the event that such a payment has been made, the provisions of the last paragraph of article 154 shall apply".

This position, namely that the right to the premium payment is not waived in the event of an extension to the time schedule for reasons of force majeure, has been followed to date by the Administration in several cases that have come to our attention, in which the delays are due to the Project Owner.

More specifically, the Administration accepts that the right to the premium payment is not waived in cases of extensions of the project completion deadline granted after 06.06.2022, which are due to reasons of inability to comply with the approved project time schedule by fault of the project owner, who did not deliver the sites for the execution of works towards the project on time and free of obstacles, with the result that the respective contractor, objectively and for reasons for which he is not responsible, is unable to complete the project within the contractual deadline.

In particular, based on the opinions of the competent Technical Council, which were adopted by the Minister of Infrastructure and Transport, it was considered that situations such as those described above, qualify as "force majeure", as they entail the same consequences as force majeure events (being random and unforeseen events that cannot be prevented even if excessive care and caution had been exercised), and therefore the request of the contractors for recognition of the right to receive the premium payment of article 154 of law 4938/2022 was deemed valid, without this being waived due to the time extension granted.

Those are ministerial decisions #259293/28.08.2023, #2761/04.01.2024, #2761/04.01.2024 and the most recent decision #10721/17.01.2025. Similarly, there is decision #37817/ 08.05.2023 of the Secretary of Decentralised Administration of Attica.

Taking all the above into consideration, in the opinion of the legal advisors it is reasonable to conclude for the contract in question, that objective reasons have been presented that prevented the observance of the approved contract time schedule on 06.06.2022 and the completion of the project by 20.06.2029. However, given that, in a case such as this, where the failure to observe the approved project time schedule is exclusively the fault of the project owner (untimely delivery of work sites), as mentioned above, then it is equivalent to "force majeure" for the Contractor.

The Company's Management, taking into account the opinion of its legal advisors, estimates that the delays in the specific project are due to reasons not attributable to the Contractor, which are similar to reasons of force majeure. Therefore, there is no obligation to return the premium and the relevant objection is expected to be accepted.

As of the date of publication of this, the work sites of two stations (Goudi and Evangelismos), along with their respective entrance and/or ventilation shaft construction sites, and two station entrance and/or ventilation shaft construction sites (Kaesariani and Alexandra) out of a total of twenty-six (26) work sites have still not been made available to the Contractor Consortium. As of the date of publication of this, TBM-1 (Veikou section) has a completion rate of 44% (i.e. 3.1 km. out of 7.1 km.) while TBM-2 (Katehaki section) has completed the excavation of 5,090 m. The construction of the total length of the tunnel is estimated to be completed by the end of 2026.

  1. Activity per business segment

    Construction

    The Group's construction segment in 2025 showed significantly increased activity compared to the previous year, mainly due maturing contracts for projects added recently which entered a phase of increased execution rate. Significant progress was recorded in all major infrastructure projects in which we participate, such as the infrastructure in the Ellinikon development, the Stavros Niarchos Foundation hospitals, Line #4 of the Athens Metro and the Thessaloniki Flyover. At the same time, new projects were started in 2025, such as the Bralos-Amfissa and the Ioannina-Kakkavia Road sections.

    In 2025, the Group continued at a rapid pace the execution of major EPC projects in the energy & industrial sector, in Greece and abroad. The most important of these are the 1,750MW power plant in Romania, the 125MW photovoltaic power plant in Megalopolis, and the 282MW power plant in Bismayah, Iraq, which was delivered in August 2025. The Group is also pursuing other similar projects, mainly abroad where there is high demand for new power plants, LNG terminals and storage facilities and natural gas pipelines, due to developments in international energy markets and the imperative need for Western Economies to become energy independent from Russian gas imports. Recent developments in the Persian Gulf, which have interrupted the sea transportation routes for carbon hydrates, further add to the need of European countries to differentiate their sources of crude oil and LNG.

    Concessions

    The Group does not include in its financial statements any revenue from the concessions in which it participates, except for minor cases, because they are not fully consolidated, rather it uses the equity method. Group results include the share of profits from associated companies for its participation in concessions, such as the Aegean Motorway, Olympia Motorway, etc. The Attica Road concession expired in October 2024, and share capital return is now expected in the 2026-2027 period.

  2. Labor and Environmental Issues

    Labor and environmental issues are included in the ESG Report which, based on Law 5164/2014, is part of the published Annual Financial Report.

  3. Main Risks & Uncertainties for 2026

    The Group's activities are subject to a wide range of risks and uncertainties, arising from the nature of operations, prevailing geopolitical and macroeconomic conditions, financial markets, as well as relationships with customers, suppliers and subcontractors.

    The Group acknowledges that these risks are, to a large extent, foreseeable or can be managed through appropriate strategy and embedded risk management procedures.

    The multi-year experience of its executives, combined with institutional procedures and the applied risk management and internal control systems, allow the risk management strategy to be adapted to a constantly changing business environment.

    The Group's risk management policy aims to reduce exposure to unweighted factors and to maintain risks at controlled levels, so as to ensure sustainable growth and business continuity.

    The main risks and uncertainties affecting the Group's activity, as well as their management policies, are summarized as follows:

    Armed Conflicts in Ukraine and the Middle East: Impact on Shipping and International Trade

    The international geopolitical situation remains particularly fluid at the time of preparation of these financial statements, with two simultaneous fronts significantly affecting markets, transportation and the cost of raw materials.

    In the Middle East, the conflict escalated significantly in early 2026, with military operations leading to the blockade of the Strait of Hormuz by Iran, through which approximately 20% of global daily oil production is transported. At the same time, the Houthi armed forces of Yemen resumed attacks on commercial vessels in the Red Sea, cancelling expectations for a gradual return of navigation through the Suez Canal.

    In Ukraine, the conflict is in its fourth year, with peace negotiations under American mediation ongoing without a ceasefire having been achieved.

    Impact on International Transport

    The simultaneous inability to use both the Strait of Hormuz and the Red Sea has led to further disruptions in global trade, with particularly negative effects on shipping and the cost of transporting goods. Specifically, the situation has led to:

    • A significant increase in freight costs, as shipping companies exclusively follow the African circumnavigation route via the Cape of Good Hope.

    • Difficulties in the procurement of raw materials, as logistics delays cause disruptions to supply chains.

    • A rise in energy and construction material prices, due to increased transportation costs and uncertainty in the energy market.

      The Group, although it has no direct activity in the war zones, has adopted an impact mitigation strategy through the following measures:

    • Diversification of suppliers and materials to reduce dependence on areas with increased geopolitical risk.

    • Utilization of alternative transportation routes and local suppliers to minimize delays and logistics costs.

    • Strategic inventory management and fixed-price contracts, to ensure the uninterrupted flow of raw materials to construction projects.

    • Energy strategy to reduce fuel consumption, with the aim of reducing the impact of energy price fluctuations.

      International Rise in Prices of Construction Materials, Transportation and Fuels

      International prices in construction materials, transportation and fuels continue to constitute critical cost factors for the construction sector. Geopolitical developments in the Middle East and the blockade of critical sea routes have further reinforced these pressures. The main causes include:

    • Increased demand for raw materials due to investments in infrastructure and renewable energy sources in Europe, the US and Asia.

    • Persistent instability in international transport, with Asia-Europe freight rates at consistently elevated levels compared to 2023.

    • Energy fluctuations that remain volatile due to geopolitical developments in the Middle East.

    • The 2025 US tariffs on steel and aluminium, which are creating new realignments and cost pressures in European markets.

      The Group, having incorporated the new cost data into its projects since 2022, follows specific strategies for managing inflationary pressures, such as contract management with price adjustment mechanisms, long-term supply agreements and supply chain optimization.

      Credit Risk

      The Group's Risk Management Committee has adopted a strict credit policy, according to which each new customer is individually assessed as to their creditworthiness, before being offered the standard payment and delivery terms.

      Overall, the credit risk management strategy ensures financial stability and resilience against economic fluctuations. [For further details see note 39]

      Liquidity Risk

      Liquidity risk refers to the possibility of the Group not having sufficient liquid assets to cover its short-term obligations at maturity. At the end of 2025, the Group and the Company showed positive net current assets, increased compared to the previous year.

      The Group maintains a policy of ensuring cash adequacy, aiming to maintain sufficient cash or agreed credit lines to cover expected obligations for a period of at least one month. The Finance Division prepares detailed monthly and summary 12-month cash planning, as well as a 5-year budget with semi-annual review. [For further details see note 39]

      Cash Flow Risk

      The Group, in the context of its participation in concession companies, which enter into loans with banks in the form of project financing, approves the selective use of complex financial products with the aim of hedging cash flows related to self-financed projects.

      Accounting Treatment:
    • Effective Hedging Portion: Recognized directly in equity through the statement of changes in equity of the concession companies, in accordance with International Accounting Standards (IAS).

    • Ineffective Hedging Portion: Recognized directly in the companies' results.

      Foreign Exchange Risk

      The Group, due to its activity in international markets, is exposed to foreign exchange risk from projects carried out outside the euro zone. To mitigate this risk, it applies:

      Natural Hedging: Linking foreign currency receivables with corresponding liabilities in the same currency.

      During the 2025 financial year, transactions outside the Eurozone remained at limited levels. According to the sensitivity analysis, a change of ±5% in exchange rates would affect the results by ±€0.7m, an impact arising almost exclusively from the US dollar and the Romanian Leu.

      Financial Risk

      The Group finances its fixed assets with long-term bond loans and its operational needs with working capital. In addition, it submits bank guarantee letters for participation in project tenders.

      As of 31 December 2025, the Group's total bank borrowing amounted to €316.2m, compared to €281.3m at the end of 2024. The long-term portion represented 55% of the total. At the parent company level, total bank borrowing was €135.7m. Leasing contract obligations amounted to €70.2m, from €81.8m in 2024.

      According to the sensitivity analysis, a change of ±100 basis points in the Euribor interest rate would affect the financial cost by

      ±€3.9m for the Group and ±€1.7m for the Company.

      The Group continues to closely monitor developments in financial markets and to adjust its strategies accordingly, with the aim of ensuring financial stability and minimizing risks.

      Risks Related to Non-Financial Matters ESG - Environmental, Social and Governance

      The Group recognizes that non-financial risks associated with environmental, social and corporate governance (ESG) matters can affect its operational and financial performance in the long term. In the context of European legislation, the Group implements its ESG actions in full alignment with the CSRD Directive (Corporate Sustainability Reporting Directive).

      The Group's approach to monitoring and managing ESG risks is described in detail in the Sustainability Report as included in the Group's published financial statements.

      Cybersecurity Risk and Data Protection

      At AVAX, we recognize the importance of cybersecurity as a fundamental factor for safeguarding business continuity, data integrity and the protection of our information infrastructure. In an ever-evolving digital world, cyber threats are becoming increasingly complex, with growing use of artificial intelligence by malicious actors.

      Our strategy focuses on integrating best practices and international standards, such as ISO 27001 (Information Security Management) and ISO 27701 (Privacy & Data Protection Management). Our approach includes:

    • Strengthening the resilience of information infrastructure through continuous monitoring and security audits.

    • Training and awareness-raising of staff, with particular emphasis on dealing with phishing and social engineering attacks.

    • Data security policies that ensure transparent collection, storage and processing of information.

    • Operations recovery planning (Incident Response & Disaster Recovery Plans) for immediate response to cyber-attacks.

      Insurance Risk

      The Group recognizes the importance of insurance for the protection of its assets and business continuity. It works with recognized insurance companies to cover main risks:

    • Damage to mechanical equipment: Protection against faults or destruction that may affect productive capacity.

    • Personnel accidents: Coverage for bodily injury or deaths of employees during the performance of their duties.

    • Force majeure events: Insurance against natural disasters or other unforeseen events.

    Insurance coverages are deemed adequate overall. It is worth noting that in the context of increased geopolitical uncertainty, the premiums of certain risk categories - particularly logistics and shipping - have increased globally, a fact which the Group systematically monitors. Projects under execution are insured on a case-by-case basis, also covering civil liability towards third parties.

  4. Important Transactions with Related Parties

    The most important transactions for the 01.01.2025-31.12.2025 period of the Company with related parties, as per IAS 24, pertain to transactions with subsidiaries, which appear on Note 37 of the Financial Statements.

  5. Explanatory Report of the Board of Directors [in accordance with article 4 of Law 3556/2007, and its amendments]

    This explanatory report of the Board of Directors contains the information provided for by paragraph 7 of article 4 of Law 3556/2007, and is submitted to the Annual General Meeting of the Company's Shareholders as per the provisions of paragraph 8 of article 4 of Law 3556/2007 and article 188 of Law 4548/2018.

    Share capital structure of the Company

    The Company's share capital on 31.12.2025 amounts to €44,496,454.80 and is split into 148,321,516 common registered shares with a par value of € 0.30 each, carrying an equal amount of voting rights. The Company's shares are common registered with voting rights, listed on the Athens Stock Exchange in electronic, paperless format.

    Restrictions on the transfer of the Company's shares

    The transfer of the Company's shares is governed by Greek Law and the Company Charter does not place any restrictions.

    However, it should be noted that independent non-executive members of the Company's Board of Directors may not hold more than 0.5% of the paid-up share capital, in accordance with article 9 of Law 4706/2020.

    Furthermore, in accordance with Article 19 of Regulation 596/2014 of the European Parliament and Council, in conjunction with the European Commission's Authorised Regulation 2016/522 and the European Commission's Implementing Regulation 2016/523, the persons discharging managerial responsibilities and the persons closely associated with them, are required to disclose transactions that are directly or indirectly conducted on their behalf and are related to the Company's shares or debt securities or derivatives or other financial instruments that are linked to them, amounting to more than €20,000 (an a gross basis, without netting off) each year.

    Significant direct or indirect participations according to articles 9-11 of Law 3556/2007

    According to the Company share register on 26.03.2025, the following shareholders control in excess of 5% of the Company share capital:

    Shareholder Name

    Participation

    Ultimate Beneficial Owners /

    Natural Persons

    Konstantinos Mitzalis

    JCGH Ltd

    14.068%

    Members of the Joannou family

    Κonstantinos Kouvaras

    8.630% in Joint Investment Accounts

    • 14.620% in personal investment account

    • 0.822% in a Joint Investment Account

    • 0.607% in a fully-owned legal entity

    CSME Holdings Ltd

    7.546%

    Members of the Joannou family

    Honeysuckle Properties Ltd

    7.506%

    Members of the Mitzalis family

    Stelios Christodoulou

    5.074%

    Other Shareholders, <5% each

    41.127%

    Holders of any type of a share granting special rights of control

    No shares of the Company provide special rights of control.

    Restrictions on voting rights

    The Company Charter does not include any restrictions on voting rights.

    Agreements between Company shareholders

    The Company is not aware of any agreements between its shareholders which might result in restrictions on the transfer of its shares or the exercise of voting rights.

    Rules of appointment and replacement of Board members and amendment of Charter

    The rules provided for by the Company Charter regarding the appointment and replacement of its Board members as well as the amendment of its articles do not differ from the provisions of Law 4548/2018.

    Authority of the Board of Directors or specific Board members to issue new shares or purchase own shares

    According to the provisions of Law 4548/2018, the Board of Directors of companies listed on the Athens Stock Exchange may be authorised by the General Meeting of their shareholders to increase company capital through the issue of new shares and to acquire up to 10% of their total number of shares through the Athens Stock Exchange for a specific time period. The Company Charter does not make any provisions for this matter that differ from pertinent legislation.

    Important agreements entered by the Company, which will come into effect, be amended or expire upon any changes in the Company's control following a public offer and the results of this agreement

    There is no such agreement outstanding.

    Agreements that the Company has entered with its Board members or its personnel, providing for compensation in case of resignation or release from duties without substantiated reason or in case of termination of their term or employment due to a public offer

    There are no such agreements outstanding.

  6. Dividend Policy

    Company management will propose to shareholders at the Annual General Meeting, which is scheduled for 02.07.2026, the distribution of a €0.10 gross dividend per share for 2025, versus a €0.07 dividend per share distributed in the comparable year of 2024. The proposed dividend is subject to shareholder approval at the general assembly. The proposed dividend will be charged against the special capital reserve provided by article 48 of Law 4172/2013, accumulated in past periods.

  7. Own Shares

    At the end of fiscal year 2025, the Company held 397,120 own shares, representing 0.27% of its total shares, at an average acquisition price of €1.99 per share. Those shares have been acquired under two different share purchase programmes, which were approved by the shareholders during the General Meetings of 14.06.2023 and 15.07.2025. The first programme provided for the purchase of up to 10,000,000 Company shares over a period of twenty-four months at an acquisition price of €0.50 to

    €4.00 per share, and ended on 13.06.2025 with the Company having acquired 212,500 own shares at an average acquisition price of €1.50 per share. The balance of 184,620 own shares was purchased between October and December 2025 at an average acquisition price of €2.56 per share under the second programme, which provides for the purchase of up to 5,000,000 Company shares over a period of twenty-four months (i.e. until 14.07.2027) at an acquisition price of €0.50 to €5.00 per share.

    Within 2026, and up to 26.03.2026, the Company has acquired an additional 631,000 own shares with an average acquisition price of €3,25 per share, thus raising the total own shares acquired up to 26.03.2026 to 1,028,120 or 0.69% of the total shares of the Company, with an average acquisition price of €2.77 per share.

    Subsidiaries of the AVAX Group do not hold shares of the Company.

  8. Financial and Non-Financial Basic Performance Indicators
    1. Basic Group Financial Figures

      The basic consolidated financial figures of the Group in fiscal 2025 and the comparable period are as follows:

      amounts in € '000

      2025

      2024

      Turnover

      958,198

      651,496

      chg

      47.1%

      Gross Profit

      113,066

      82,343

      chg

      37.3%

      Income from Participations

      17,482

      38,210

      chg

      -54.2%

      Pre Tax Profit

      66,092

      37,983

      chg

      74.0%

      Tax

      (18,078)

      (16,374)

      chg

      10.4%

      Net Profit / (Loss) after tax from discontinued operations

      0

      8,830

      Net Profit / (Loss) after tax

      48,015

      30,439

      chg

      57.7%

      The performance of the Group on a consolidated basis in fiscal 2025 and the comparative year is defined according to the following ratios:

      2025

      2024

      Explanation

      Financial Structure Indicators

      Current Assets / Total Assets

      63.4%

      61.1%

      Allocation of Assets

      Current Assets / Short-term Liabilities

      122.9%

      131.7%

      Liquidity ratio

      Short & Long Term Liabilities / Total Liabilities

      85.0%

      87.2%

      Allocation of Liabilities

      Fixed Assets / Total Assets

      36.6%

      38.9%

      Allocation of Assets

      Shareholder Funds / Fixed Assets

      41.1%

      32.9%

      Funding of fixed assets by shareholder funds

      Shareholder Funds / Short & Long Term Liabilities

      17.7%

      14.7%

      Capital Leverage

      Shareholder Funds / Total Liabilities

      15.0%

      12.8%

      Allocation of Liabilities

      Financial Performance Indicators

      Gross Result / Turnover

      11.8%

      12.6%

      Gross profit margin

      Income from Participations & Securities / Turnover

      2.2%

      6.8%

      Contribution of Participations to Turnover

      Pre-tax results / Turnover

      6.9%

      5.8%

      Pretax profit margin

      Pre-tax results / Shareholder Funds

      31.3%

      24.1%

      Return on Equity

    2. Financial Results 2025

      At Group level, total turnover in 2025 increased 47.1% to €958.2 million compared to €651.5 million in 2024.

      The consolidated gross profit grew by €30.7 million and amounted to €113.1 million in 2025 compared to €82.3 million in 2024, with the gross profit margin standing at 11.8% compared to 12.6% in 2024. The EBITDA margin of constructions increased to 10.8% in 2025 from 10.4% in 2024.

      At parent Company level, turnover in 2025 registered significant growth compared to the previous year. Turnover in 2025 reached €921.9 million from €597.9 million in 2024. Gross profit amounted to €101.0 million in 2025 compared to €73.2 million in the previous year, an increase of €27.8 million. The parent Company's gross profit margin for the year 2025 was 11.0% compared to 12.3% in 2024.

      The Group's results were burdened with extraordinary and non-organic charges due to the write-off of receivables and other provisions, in accordance with the relevant International Accounting Standard, amounting to €10.7 million in 2025, while in the previous year the corresponding charge for write-offs amounted to €19.7 million.

      Pretax earnings in 2025 amounted to €66.1 million, up 74.0% versus €38.0 million in the previous year. Net profit after taxes in 2025 amounted to €48.0 million, up 57.7% compared to €30.4 million in 2024.

      The Group's EBITDA result reached €120.8 million in 2025, up 14.7% from €105.3 million in the previous year. The construction segment EBITDA amounted to €99.6 million (10.8% of turnover), compared to €64.6 million (10.4% of turnover).

      Total Group debt, including technical equipment leasing from banks, amounted to €331.0 million as of 31.12.2025 compared to

      €308.4 million at the end of 2024. However, net bank debt and leasing amounted to €200.9 million as of 31.12.2025 compared to €237.5 million at the end of 2024, recording a decrease of €36.5 million. At parent Company level, total debt and equipment leasing from banks amounted to €150.9 million as of 31.12.2025, compared to €117.4 million at the end of 2024. Net bank debt and equipment leasing of mechanical equipment of the parent Company decreased by €20.2 million, and amounted to €41.4 million at the end of 2025 compared to €61.6 million at the end of 2024.

      Short-term Group debt and equipment leasing from banks increased by €62.2 million to €150.5 million on 31.12.2025, compared to €88.6 million at 31.12.2024, due to the significant increase in consolidated turnover by 47.1%. At parent company level, short-term debt and equipment leasing grew €46.8 million to €135.0 million on 31.12.2025, compared to €88.3 million at 31.12.2024, due to the significant increase in the company's turnover by 54.2%. It is noted that needs for working capital and discounted LCs towards projects, along with leasing of technical equipment, are a continuous process in each project and consistent with the increase in turnover, thereby boosting those above amounts. Long-term liabilities from bond loans decreased by €37.0 million to

      €173.5 million during 2025, compared to €210.5 million in the previous year.

      The Group's net financial cost, which includes interest income and expenses along with interest from subordinated loans, amounted to €18.8 million in 2025 compared to €24.7 million in the previous year, despite the €22.8 million increase in overall debt levels (including technical equipment leasing from banks). Lower financial cost also benefited from the reduction in the company's cost of borrowing due to the improvement of its credit rating from BBB to A.

      Group equity at the end of 2025 stood at €211.0 million compared to €157.6 million at the end of 2024. The €10.4 million dividend (€0.07 per share) distributed to shareholders for 2024 was deducted from the profit for the period, with an increase in cash flow hedging reserves.

      The Group turned in a €48.3 million operating cash inflow in 2025 versus a €36.7 million outflow in the year-earlier period. At parent company level, operating cash flow was positive by €63.0 million in 2025, compared to negative €27.7 million in the previous year.

      In 2025, investing cash flow for the Group was positive by €13.6 million, while financing cash flow was negative by €16.5 million. The increase in Group cash reserves amounted to €45.3 million in 2025, compared to a decrease of €15.0 million in 2024.

      Management places particular emphasis on careful management of cash planning, but at the same time investments are continuously made mainly in concession projects, while significant working capital is also required for the start of new projects.

      According to the parent company and consolidated financial results for 2025, the Company covers the financial indicators of liquidity, capital adequacy and profitability included in the contracts with Greek banks for the issuance of syndicated bond loans.

      Group current assets rose €137.5 million in 2025 mainly due to the increase in accrued income, which is due to invoicing past the end of 2025 of revenues relating to fiscal year 2025.

      The Group's net current assets decreased by €14.8 million, amounting to €165.9 million at the end of 2025, compared to €180.6 million at the end of 2024, despite the significant increase in turnover.

      The value of the Group's participations in concessions & PPPs increased during 2025, reaching €285.3 million at the end of the year, compared to €271.7 million in 2024. For analytical information purposes, it should be noted that the balance sheet of parent company records investments in concessions at their fair value, as determined by Independent Appraisers' Reports. Group financial statements reflect consolidate these investments using the equity method, except for the participation in the Moreas Motorway which is less than 20% and is also recognised in the consolidated Financial Statements in Financial assets at fair value through other comprehensive income.

      The Group's financial results for 2025 and the comparable year 2024 are broken down by business segment as follows:

      01.01-31.12.2025

      amounts in € '000

      Construction

      Concessions

      Real

      Estate

      Energy

      Other

      Activities

      Total

      Net Sales per Segment

      923,150

      5,076

      10,560

      1,262

      18,150

      958,198

      Gross Profit

      104,377

      1,300

      2,149

      (31)

      5,272

      113,066

      Operating Profit

      65,949

      13,246

      3,461

      (1,383)

      3,595

      84,867

      Financial Results

      (6,447)

      (12,069)

      (20)

      (30)

      (208)

      (18,775)

      Pretax Profit / (Loss)

      59,502

      1,177

      3,441

      (1,413)

      3,387

      66,092

      Tax

      (16,798)

      (491)

      (24)

      3

      (768)

      (18,078)

      Net Profit / (Loss)

      47,704

      686

      3,417

      (1,411)

      2,619

      48,015

      Depreciation

      22,950

      1,486

      111

      134

      460

      25,142

      EBITDA

      99,597

      14,778

      3,572

      (1,250)

      4,055

      120,752

      % EBITDA / Turnover

      10.79%

      12.60%

      In view of the Group's strategic plans for the development of the Real Estate sector, that business segment was added as a separate entry whereas it was previously reported under the "Othe Activities" business segment. The figures for the previous year have been adjusted accordingly for comparative purposes.

      01.01-31.12.2024

      amounts in € '000

      Construction

      Concessions

      Real

      Estate

      Energy

      Other

      Activities

      Total

      Net Sales per Segment

      622,610

      5,010

      3,956

      2,013

      17,906

      651,496

      Gross Profit

      74,854

      1,201

      1,105

      362

      4,821

      82,343

      Operating Profit

      24,135

      35,218

      891

      (1,090)

      3,506

      62,659

      Financial Results

      (9,160)

      (15,303)

      (19)

      (13)

      (182)

      (24,676)

      Pretax Profit / (Loss)

      14,975

      19,916

      872

      (1,103)

      3,324

      37,983

      Tax

      (17,659)

      1,899

      (15)

      9

      (608)

      (16,374)

      Net Profit / (Loss)

      8,830

      8,830

      Depreciation

      (2,685)

      21,815

      857

      7,736

      2,716

      30,439

      EBITDA

      20,700

      1,487

      104

      105

      521

      22,917

      % EBITDA / Turnover

      64,570

      36,705

      995

      (985)

      4,027

      105,312

      The Group's financial results for 2025 and the comparable year 2024 are broken down by geographic region as follows:

      01.01-31.12.2025

      amounts in € '000

      Greece

      International Markets

      Total

      Net Sales per Segment

      800,465

      157,734

      958,198

      Gross Profit

      86,113

      26,953

      113,066

      Operating Profit

      64,263

      20,605

      84,867

      Financial Results

      (18,773)

      (2)

      (18,775)

      Pretax Profit / (Loss)

      45,490

      20,603

      66,092

      Tax

      (13,847)

      (4,231)

      (18,078)

      Net Profit / (Loss)

      31,643

      16,372

      48,015

      Depreciation

      23,086

      2,056

      25,142

      EBITDA

      90,743

      30,009

      120,752

      01.01-31.12.2024

      amounts in € '000

      Greece

      International Markets

      Total

      Net Sales per Segment

      526,997

      124,500

      651,496

      Gross Profit

      66,456

      15,887

      82,343

      Operating Profit

      80,258

      (17,599)

      62,659

      Financial Results

      (24,671)

      (5)

      (24,676)

      Pretax Profit / (Loss)

      55,587

      (17,604)

      37,983

      Tax

      (14,345)

      (2,029)

      (16,374)

      Net Profit / (Loss)

      8,830

      0

      8,830

      Depreciation

      50,071

      (19,633)

      30,439

      EBITDA

      20,792

      2,125

      22,917

      The parent Company's profit from associated companies decreased in 2025, reaching €25.8 million compared to €43.2 million in 2024.

  9. Alternative Performance Measures

    This Financial Report features some «Alternative Performance Measures», based on the ESMA Guidelines on Alternative Performance Measures dated 05.10.2015), besides the International Financial Reporting Standards which derive from the Group's financial statements. APMs are not a substitute for other financial figures and financial indicators of the Group which are calculated according to IFRS, rather they serve the purpose to allow the investment public to get a better understanding of the Group's financial performance.

    APMs aim to enhance transparency and promote the usefulness and fair and complete information of the investing public, by providing substantial additional information, excluding elements that may differ from operating results or cash flows.

    The APMs used in the Group's Annual Financial Reports are as follows:

    1. Earnings before interest, tax, depreciation and amortization (EBITDA)

      amounts in € '000

      GROUP

      COMPANY

      2025

      2024

      2025

      2024

      Pre-tax Earnings (Α)

      66,092

      37,983

      82,295

      47,966

      Net Financial Expense (Β)

      18,775

      24,676

      6,586

      16,255

      Provisions / Write-Offs (C)

      10,743

      19,735

      10,677

      21,622

      Depreciation (D)

      25,142

      22,917

      21,455

      19,184

      EBITDA (Α - Β - C + D)

      120,752

      105,312

      121,013

      105,027

      Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) are defined and calculated according to Circular #34 of the Capital Markets Commission, as follows: Earnings before tax, financial and investment results and total depreciation (EBITDA) = Profit / (Loss) pretax earnings +/- financial and investment results + Total Depreciation (of tangible and intangible assets). EBITDA is widely used by financial analysts and banks to evaluate the capacity of corporations to service their debt out of generated cash flow.

    2. Capital Leverage Ratio

      amounts in € '000

      GROUP

      COMPANY

      2025

      2024

      2025

      2024

      Net Bank Debt, excluding project financing and non-bank leasing IFRS 16 (Α)

      200,949

      237,463

      41,413

      61,608

      Shareholder Funds (Β)

      211,003

      157,579

      343,140

      314,650

      Capital Leverage [ Α / Β ]

      0.95

      1.51

      0.12

      0.20

      The capital leverage ratio is calculated as the ratio of the total of Short-term and Long-term loans at year-end to Total Shareholder Funds at year-end. This ratio examines the relationship between loans and own equity to assess whether the business is adequately capitalised or exhibits excessive exposure to bank loans and borrowed capital. Net bank debt calculations are adjusted to exclude non-bank leasing, offering a more realistic view of Group liabilities for its continuing operations.

    3. Net Financial Liabilities (Net Debt)

      amounts in € '000

      GROUP

      COMPANY

      2025

      2024

      2025

      2024

      Bond Loans

      (173,538)

      (210,463)

      (9,000)

      (19,750)

      Other Long-Term Loans

      0

      0

      0

      0

      Long-term Loans, due in next 12months

      (30,896)

      (18,975)

      (15,427)

      (18,640)

      Equipment Leasing through Banks

      (15,120)

      (27,090)

      (15,078)

      (27,066)

      Other Leasing Liabilities, IFRS 16

      (55,067)

      (54,702)

      (20,742)

      (22,339)

      Short-term Loans

      (111,435)

      (51,908)

      (111,442)

      (51,905)

      Total Debt (Α)

      (386,056)

      (363,139)

      (171,689)

      (139,699)

      Cash & Restricted Deposits (Β)

      130,039

      70,974

      109,534

      55,753

      Net Financial Liabilities (Net Debt) (Α + Β)

      (256,017)

      (292,165)

      (62,155)

      (83,946)

      Net Financial Liabilities (Net Debt) are calculated by subtracting Cash & Restricted Deposits from the total of Short-term and Long-term Loans and Leasing. As a performance indicator, net debt gives an immediate view of the capacity of a business to partially or fully repay its debt making use of its cash and restricted deposits.

    4. Free Cash Flow

      amounts in € '000

      GROUP

      COMPANY

      2025

      2024

      2025

      2024

      Operating Cash Flow, from continuing operations (Α)

      48,258

      (36,670)

      63,028

      (27,659)

      Investment Cash Flow, from continuing operations (Β)

      13,573

      54,223

      (3,072)

      249,211

      Free Cash Flow, from continuing operations (Α + Β)

      61,832

      17,553

      59,956

      221,552

      Free Cash Flow is calculated by adding Operating and Net Investment Cash Flow. It provides an indication of the cash generated by a business due to its ordinary operation after paying for investments in assets. Generation of a positive free cash flow allows for financing new activities and repaying debt, while any free cash outflow must be matched by new equity injected by shareholders or borrowing from the banking system.

    5. Interest Coverage Ratio

    amounts in € '000

    GROUP

    COMPANY

    2025

    2024

    2025

    2024

    EBITDA (Α)

    120,752

    105,312

    121,013

    105,027

    Net Financial Cost

    [interest expenses/income + interest from subordinated loans], from continuing operations (Β)

    18,775

    24,676

    6,586

    16,255

    Interest Coverage Ratio ( Α / Β )

    6.43

    4.27

    18.37

    6.46

    The interest coverage ratio reflects the capacity of the Company to meet the current cost of servicing its debt through the production of operating profitability.

  10. Expectations & Prospects for 2026

    The Greek economy remained on its steady growth path in 2025, significantly exceeding the Eurozone average, combining high foreign investment, stable private consumption and improving disposable income, fiscal discipline, curbed consumer inflation, and reduced unemployment. Capital inflows from the EU's Recovery and Resilience Fund (RRF) supported high levels of investment in construction, digital transformation, and green energy. The good performance of the tourism sector helped mitigate the inflationary impact of increased energy and transport costs from the ongoing hostilities in Ukraine and the Middle East.

    Overall, 2026 is characterised as a year of high expectations, where the balance between fiscal discipline and sustainable growth will be crucial for further improvement and outperformance of main macroeconomic indicators relative to the Eurozone average. At the same time, the Greek economy faces significant external challenges, such as international geopolitical tensions, a possible stagnation of major European economies and the effects of climate change, which may affect exports and tourism.

    International uncertainty arising from the decisions of the United States government concerning international trade agreements, monetary policy and strategic alliances has been rekindled by hostilities in the Persian Gulf. The depth and intensity of the impact on the Greek and global economies from the turmoil in the Persian Gulf cannot be predicted, but in any case, an increase in the cost of imported products, energy and transport is to be expected, burdening inflation, private consumption, and possibly slowing down the de-escalation of public debt if there is a reversal of the downward trend in interest rates.

    Even after the downward revision of official forecasts by the Bank of Greece due to the crisis in the Persian Gulf, it is expected that the Greek economy will feature an increase in employment and a decline in unemployment to 15-year lows, substantial GDP growth, production of a primary budget surplus, and a de-escalation of the public debt/GDP ratio.

    The Greek government is called upon to manage international risks, continue institutional reforms, facilitate private entrepreneurship through the smooth operation of the banking sector and the real estate market, and attract new productive investments. The government must also accelerate the absorption of European funds, which support the implementation of critical projects in the areas of infrastructure, new technologies and the environment.

    Specifically, with regard to the AVAX Group, financial performance in 2026 is expected to match the performance of the closing fiscal year of 2025, with the construction segment continuing as the main source of revenue and profitability of the Group, given the strong and high-quality backlog of projects in progress. At the same time, the Group continues to participate in tenders for public, private projects and PPPs in Greece, as well as for highly specialised energy-related projects abroad.

  11. Important Developments & Events past the Balance Sheet Date (31.12.2025) and up to the date of approval of this Report

    Completion of Phase 1 of the Tunnel Construction of Line #4 of the Athens Metro

    In February 2026, boring of the first section of the tunnel of Line #4 of the Athens Metro was completed, with the "breakthrough" of the Tunnel Boring Machine "Athena" into the Evangelismos Shaft, having constructed 5.1 km of tunnel in the Katechaki-Evangelismos section. Boring in the opposite direction, the twin TBM "Nike" has so far constructed approximately 45% of the 7.1km-long tunnel in the Alsos Veikou-Evangelismos section, and is scheduled to complete its work at the end of 2026.

    Signing of a Memorandum of Understanding for the development of an emblematic property in Thessaloniki

    In March 2026, the Group signed a Memorandum of Understanding with STANTA Single-member Property Management Company, owner of the "Kerameia Allatini" property in Thessaloniki, to examine the scope for cooperation regarding the development of part of the emblematic property. The cooperation concerns the development of a residential tower with a total built-up area of up to 29,800 sq m, using the counter-delivery method. Under the Memorandum, AVAX will have a three-month exclusivity period to proceed with the necessary technical studies and other assessments for the implementation of the project.

    Middle East Conflict

    The Group currently does not have direct exposure to the Middle East markets involved in the recent hostilities centered on Iran, in terms of project construction or other business activities. The wider Persian Gulf region has in the past been a significant area of activity for the Group for the construction of large-scale infrastructure and energy projects, but in recent years it has not been a strategic choice for its construction activities. In this light, any impact on the Group from the events in the Persian Gulf in the future will be part of the broader international developments concerning raw material prices, energy costs and international transport, which cannot currently be quantified in terms of their impact on the Group's financial results in the following periods.

    Share Capital Reduction Approval in Concessionaire Olympia Motorway

    In March 2026, concessionaire Olympia Motorway, in which the Group holds a 23.01% stake, received approval from the Greek State for a gradual reduction of up to €70 million in its share capital by mid-2028. This share change is included in the approved Financial Model of the concession and was deemed not to burden the interests of the Greek State. The reduction in the concessionaire's share capital will be used to return paid-up capital to shareholders. A capital return amounting to €27m is projected by June 2026, of which the Company will receive pro rata the amount of €6.2 million, while the remaining capital reduction of up to €70 million for thew entire concession will be carried out in each of the next two years.

    Inclusion in the "golden list" as per the provisions of Tax Authority Decision #1103/2017

    In March 2026, the Company was included in the golden list in accordance with the provisions of Tax Authority Decision #1103/2017. As a result, the Company will receive VAT refunds through an accelerated procedure, without prior audit.

  12. Sustainability Statement 2025
General Disclosures Basis of preparation [BP-1] General basis for preparation of sustainability statements Scope of consolidation

AVAX Group Sustainability Report (hereinafter referred to as the Group) covers data and information for the calendar

year 2025, from January 1 to December 31.

The sustainability report has been prepared on a consolidated basis, including the Group's subsidiaries and joint ventures. In this way, a comprehensive presentation of sustainability practices and their impacts is ensured.

The Sustainability Report has been prepared on a consolidated basis, covering the Group's subsidiaries and joint ventures that have been deemed significant based on their activities, with the aim of providing a comprehensive and coherent presentation of sustainability practices and their related impacts.

The quantitative data and other information included in the Report are based on the same consolidation principles applied to the Group's consolidated financial statements. Specifically, it includes consolidated data for the parent company AVAX and its subsidiaries under its control. Operating joint ventures are consolidated based on AVAX's proportional ownership interest, while associates and other joint ventures are excluded from the scope of consolidation. Subsidiaries without personnel or assets are not included, provided that no material data or information related to sustainability issues arises.

Unless otherwise stated, the policies and procedures presented in the Report apply to all Group entities, their employees, and any natural or legal person operating under the control of AVAX.

Approach to the Consolidated Sustainability Report

The Group prepared the Sustainability Report in accordance with European Union (EU) legislation on sustainability, in full compliance with the Corporate Sustainability Reporting Directive and in accordance to Greek Law 5164/2024 and the relevant European sustainability reporting standards (ESRS), as described in Annex I of Commission Delegated Regulation (EU) 2023/2772.

It also complies with Commission Delegated Regulation (EU) 2021/2139 on the EU Taxonomy.

All data points for greenhouse gas (GHG) emissions are reported in accordance with the GHG Protocol and the

National Climate Act.

This Sustainability Report presents in detail the Group's approach, policies, actions, and performance indicators on issues that have been assessed as material. The prioritization of these issues was based on the results of the Double Materiality Assessment, which was conducted in accordance with the requirements of the ESRS standards.

Furthermore, in preparing the sustainability report, the guidelines of the Athens Stock Exchange (ATHEX) ESG Non-Financial Information Disclosure Guide were taken into account, ensuring compliance with legal requirements and standards.

Measurement Basis

Accounting policies have been applied throughout the financial year and to comparative data. The calculation factors used are listed on the respective measurement pages along with references.

Value Chain

The sustainability report covers the Group's upstream and downstream value chain, identifying and assessing relevant impacts, risks, and opportunities through the Double Materiality Assessment. Selected policies, actions, and goals extend across the value chain, where necessary.

Exemptions

Any subsidiary included in consolidation and exempted from individual or consolidated sustainability reporting obligations is identified according to Article 19a(9) or Article 29a(8) of Directive 2013/34/EU, as amended and incorporated into Greek law.

The Group has not omitted any information based on intellectual property, know-how, or innovation results.

[BP-2] Disclosures in relation to specific circumstances Time Horizons

The Group adopts time horizons consistent with the definitions of the ESRS as part of the Double Materiality

Assessment for the Group's impacts, risks, and opportunities. The time horizons are as follows:

  • Short-term: Covers a one-year period, aligned with the reporting period of the financial statements.

  • Medium-term: Extends from the end of the short-term reporting period up to five years.

  • Long-term: Refers to a time horizon of more than five years.

Sources of estimation and outcome uncertainty

Sources of estimation and uncertainties exist in various sustainability issues, mainly due to the methodologies, assumptions and industry parameters used for quantifications and calculations, or when data is not readily available.

To minimize the risk of reporting errors, including in areas of uncertainty, internal controls and verification

procedures have been established.

Uncertainty areas include the calculation of direct and indirect emissions (Scope 1, 2 & 3), which are subject to

update upon the expected publication of the 2025 Greek Energy Mix and National Climate Law Calculation Factors.

Changes in preparation or presentation of sustainability information

The Group is aligned with the Corporate Sustainability Reporting Directive (CSRD). The CSRD framework provides a comprehensive and standardized approach to sustainability reporting, in accordance with European Union regulations, and ensures enhanced comparability for stakeholders.

In accordance with the above:

  1. There are no changes in the preparation or presentation of sustainability information compared to previous reporting periods under this framework.

  2. There are no revised comparative figures.

Disclosures arising from other legislation

In addition to the disclosures required under the European Sustainability Reporting Standards (ESRS), the Group collects, monitors, and discloses sustainability data, taking into account the Athens Stock Exchange's ESG Indicators Framework (ATHEX ESG Reporting Guide).

The ATHEX Framework is applied in addition to the ESRS and to the extent that the relevant indicators are relevant to the Group's activities and disclosure obligations. The relevant disclosures are incorporated into this Sustainability Statement without superseding or modifying the requirements of the ESRS, which constitute the Group's primary and binding reporting framework.

Incorporation of information by reference

The Group has adopted the ESRS "incorporation by reference" approach to improve the coherence of the text and has included certain disclosure requirements in the Governance, ESRS E1 - Climate Change, ESRS E3 - Water and Marine Resources, ESRS E5 - Circular Economy, ESRS S1 - Workforce, and ESRS G1 - Business Conduct, outside of the Sustainability Report, where reference is made to the Code of Ethics and Group Policies.

The list of disclosure requirements incorporated by reference and their location in this report can be found in the

table on page 166.

Use of phase-In provisions in accordance with Appendix C of ESRS 1

In 2025, the Group chose to apply all phased-in provisions per Annex C of ESRS 1, with limited exceptions. Optional metrics were excluded unless essential for a full understanding of the relevant sustainability issue.

Phased-in reporting was used for the following indicators that relate to important sustainability issues for the year in review:

  • ESRS E1 E1-9: Anticipated financial effects from material physical and transition risks and potential climate-related opportunities

In alignment with BP-2-17 of the ESRS, the Group has developed and implemented integrated policies for sustainable business practices and responsible governance, reflecting its commitment to integrity, transparency, and respect for all stakeholders.

The Group's commitment to lawful conduct, responsibility, respect for diversity, transparency, sustainable development, environmental protection, and occupational safety is affirmed through a fully developed Code of Business Conduct and Ethics. This code is shaped by the message of the Management, as expressed by the CEO. Every employee and partner of the Group, regardless of position or role, is required to uphold these principles, as personal responsibility in their implementation is a critical condition for achieving the Group's financial, productive, and social goals.

At the same time, the Group ensures compliance with internationally recognized human rights, both in its relationship with employees and in its interaction with communities affected by its operations. The aim is to guarantee equal treatment and dignity, ensure the right to work without coercion, create safe and healthy working conditions, and respect the rights of children and socio-economically vulnerable groups. The protection of privacy and personal data, in accordance with the requirements of the GDPR, is a cornerstone of this policy.

The Group's environmental policy is defined by its commitment to full compliance with Greek, European, and international legislation, the identification and assessment of environmental impacts arising from the company's operations, and the establishment of clear, measurable, and time-bound targets for pollution prevention and the continuous improvement of environmental performance. Additionally, the Energy Management Policy Statement serves as a key tool for optimizing energy resource use and minimizing energy losses.

In the field of health and safety, the parent company implements a Health and Safety Management System in accordance with ISO 45001:2018, aiming at the prevention of accidents and illnesses, the elimination of hazards, and the continuous improvement of performance in this area. Strengthening employee knowledge and awareness, combined with the systematic involvement of all levels of the Group's organizational structure, plays a decisive role in the effective implementation of safety measures and the smooth organization of work processes, through the clear definition of responsibilities and obligations.

Furthermore, the parent company has established and enforces strict anti-corruption and anti-bribery policies, ensuring that all business activities are conducted with transparency, ethics, and integrity, in line with the provisions of the Group-wide Code of Business Conduct and Ethics. This is fully compliant with the requirements of the ISO 37001:2016 anti-bribery management system, under which the company is certified.

At the same time, the integration of the Double Materiality Assessment process into the Group's business model and strategy strengthens sustainable development by enabling the systematic evaluation and incorporation of material impacts in environmental, social, and corporate governance issues (E1, E3, E5, S1, G1). This process ensures the timely identification, prevention, and management of potential negative impacts, as well as the complete and reliable disclosure of critical performance indicators, thereby enhancing transparency and accountability toward all stakeholders.

Governance

[GOV-1] The role of the administrative, management and supervisory bodies

The Company, in compliance with the specific obligations arising from the legislation on Corporate Governance of listed public limited companies and the guidelines of the Hellenic Capital Market Commission, as the Supervisory Authority, as well as in line with best European and international governance practices, has developed a dynamic Corporate Governance system, which is guided by the principles and framework of Sustainable Development and the relevant rules and standards. This framework is supported by a robust training, awareness, and action program, aligned with the operational needs of the Group and the sector, establishing the values of transparency, integrity, and resilience in the challenges it is called upon to manage, and in the culture of Sustainability.

Within this context, the Corporate Governance unit has been established and supports senior management in

Governance matters.

The Company publishes the legally required information regarding the roles and responsibilities of its administrative, managerial, and supervisory bodies, as well as additional information that ensures the necessary substantive transparency and understanding regarding the intended governance and its outcomes.

AVAX governance framework - Organisation and Management of AVAX

The management of the Company is exercised by the eleven-member Board of Directors (BoD), the BoD Committees (comprising BoD members), and the Management Committees (comprising both BoD members and senior executive staff). Within this framework, strategy is determined at the level of the executive BoD members, while specific matters are handled by the relevant specialized Committees staffed by professionals with expertise in the specific subject areas (e.g., the Project Bidding Committee and the ESG/Sustainability Committee).

All Divisions/Departments or Independent Units, along with their heads, operate under the hierarchical direction, coordination, guidance, and supervision of the CEO. The operational departments report through their heads to the CEO and, through the CEO, to the BoD. At the same time, the Company's independent functions support all organizational units in their operations and issue management, while also fulfilling their specialized responsibilities as defined by the Internal Regulation and, for the Internal Control System Functions, the corresponding special operational regulations. Furthermore, Company management includes participation from BoD Committees, Management Committees, Advisors, Special Committees, and designated roles, all operating under specific rules of procedure and the Internal Regulation.

The Internal Control System (ICS) functions across all Units and operational activities of the Organization, reporting directly to the CEO and the BoD via the Audit Committee. The Risk Management Function is overseen by and reports to the Risk Management Committee.

The ICS covers all Company activities and contributes to secure and efficient operations. It includes, among others, the recording of Policies and Procedures of key operations, identifying safeguards or critical omissions through its three core components: Regulatory Compliance, which has an executive and supervisory role, Risk Management, which has an executive character, and Internal Audit, which has a purely supervisory role, in accordance with legal requirements. Findings and critical issues brought by the Audit Committee before the BoD are addressed by the appropriate operational functions and Units, which correspondingly cooperate with the ICS Functions.

The Company has adopted, monitors, and evaluates and in this framework develops, a holistic approach to governance and control through a structured model reflected in its operational Governance System. This framework is based on legal and regulatory requirements and extends beyond them, aligning with good governance practices in

Greece, the EU, and internationally. This system, through the corporate policies and procedures spanning all business activities and support functions, dynamically reflects all organizational units and their responsibilities. It fosters a strong, effective, and competitive network of relationships and interaction among corporate governance roles and bodies competent in each sector.

The administrative, management, and supervisory bodies are staffed with individuals possessing academic qualifications and professional experience in their respective fields. The areas relating to the technical part of the company's activities are staffed by scientists specialised in the construction sector and engineers with long experience in the construction of public and private projects, who enjoy a good reputation. Similarly, the legal, financial and other support services are staffed by suitably qualified personnel with experience in the management of the corporate affairs under their responsibility. As part of their institutional role, members of senior management have the experience and reputation in the management of corporate affairs.

From a Corporate Governance perspective, as previously outlined, the relevant organizational units act and make decisions according to the provisions of the Company's Internal Regulation of Operation and report to the CEO either directly or through the designated Management Committees, and through the CEO to the BoD. Special Units, Functions, or Committees, established by law, the Articles of Association, or the Internal Rules of Procedure, report directly to the BoD or through other Committees-such as the ICS functions (Regulatory Compliance, Risk, and Internal Audit), as detailed above.

The Governance System incorporates provisions ensuring the effectiveness of the Internal Control System (ICS) through the executive functions of Regulatory Compliance and Risk Management, and the supervisory auditing function of Internal Audit. The organization, management, and control of the Company in line with its governance model ensure efficient operations, promoting accountability, transparency, and sustainability across all business activities. At the same time, it enhances its competitive position and contributes to overall financial performance, generating real value for shareholders and all stakeholders, both internal and external.

Board of Directors

The Company's governance bodies include executives and independent members with different genders, specialties and experiences, allowing Company's governance to be approached from multiple perspectives and adding flexibility and creativity to the resolution of issues affecting the Company. Short CVs of the BoD Members and of Company executives are included in the Corporate Governance Statement, which is a special section of the Annual Report of the Board of Directors. In line with the principles of modern corporate governance, the Company's Board of Directors has a high level of participation of non-executive members with prominent personalities and professional careers, enhancing the work of the executive members with their experience and diversity of thought. Out of eleven (11) members of the Board of Directors, six (6) are executive members, including the Chairman of the Board of Directors and the remaining five (5) are non-executive members (45% of the total members of the Board of Directors), namely the Vice-President of the Board and four (4) independent non-executive members (36% of the total members of the Board of Directors), in accordance with relevant legislation (Law 4706/2020 on Corporate Governance). Additionally, three (3) are women (27% of the total members of the Board of Directors). Members of the Board of Directors of the Company have been selected in accordance with the criteria set out in the Board Member Suitability Policy and are renowned professionals from the business and scientific world, with experience in both domestic and international markets. The criteria that candidates must meet to be considered suitable for the Board are described in detail in the Nomination and Remuneration Committee's Rules of Procedure, as well as in the Board Member Suitability Policy, in accordance with the provisions of the applicable legislation as in force following recent developments during the financial year 2025 (as detailed below).

The composition of the Board of Directors reflects the knowledge, skills, and experience required for the management of the Company and the handling of its affairs. The Board includes professionals specialized in the construction sector and engineers with extensive experience in the execution of public and private projects, who are widely respected and reputable. It also comprises members who are active across a broad range of business sectors and who possess relevant experience in corporate governance and affairs. Furthermore, it includes members with deep expertise in financial matters, consulting, auditing, and business management, as well as individuals with significant legal expertise and a strong understanding of the regulatory framework applicable to listed companies.

The members of the Board possess knowledge of the Company's operations and those of its affiliates, as well as the broader sectors in which it operates. They have a sound understanding of the impacts associated with business activities and the necessary skills to express the opinions of the Board. The skills and specialized knowledge of the individual members of the Board complement each other, and the Board's composition is structured to ensure the effective pursuit of the Company's business interests and objectives in the framework of sound management and corporate governance.

The Board members' specialized knowledge and experience cover a wide range of the aforementioned principles. Additionally, the ESG/ Sustainability Committee (comprising both executive members of the Board of Directors and specialized scientists in each of the E, S, and G Pillars, as well as senior executives certified in sustainability) supports the effective management of the direct, indirect, and induced impacts of its operations within the pillars of Sustainability. This Committee is staffed by members from key functions of the Company, thereby ensuring that all relevant issues are assessed, stakeholders' views are considered, and Sustainability strategies are developed and implemented collectively.

Regarding conflicts of interest, there is a blood relationship between certain members of the Board. As for the rest, information regarding transactions by persons subject to disclosure obligations or between related parties is disclosed in accordance with applicable laws.

There is no employee representation in the administrative, management and supervisory bodies.

The Board of Directors was elected by the General Meeting of the Shareholders for a three-year term of office on 12.06.2024, i.e. until 13.06.2027. The average term of office of the members of the Board of Directors is 12,7 years and their average age is 65,7 years. The members of the Board of Directors of the Company are shown below:

AVAX Board of Directors

Christos Ioannou

President/ Chairman -Executive Member

Konstantinos Kouvaras

Alternate Chairman & Executive member

Ekaterini Pistioli

Vice President- Non executive member

Konstantinos Mitzalis

Managing Director

Konstantinos Lysarides

Executive member

Antonios Mitzalis

Executive member

Athina Eliades

Executive member

Christos Siatis

Independent -Non executive member

Michael Hatzipavlou

Independent -Non executive member

Theodora Monohartzi

Independent -Non executive member

Pavlos Kanellopoulos

Independent -Non executive member

Committees

Within the framework of the Company's governance, the Committees play a key role in enhancing transparency, accountability and efficiency in the Company's operations. The following section presents the various committees, discussing their responsibilities and their contribution to ensuring optimal Corporate Governance. In addition to the statutory Board Committees constituted by Board members, Management Committees have been established, which are composed of both Board members and upper and senior executives.

The Board Committees, whose responsibilities and composition are set out below, are as follows:

Council Management (Strategic Planning Committee)

The Board of Directors, for the smooth and effective management and operation of the Company, decided to establish a collective management body of the Company for strategic planning, which is called the Council Management, under the following terms:

The Council Management is competent to discuss and make proposals to the BoD on the following issues:

  • Company strategy and business plans.

  • Coordination, direction and control of the Company's operation.

  • Expansion into new business areas or new countries where the Company has no presence.

  • Mergers and acquisitions.

  • Deciding of Company dividend policy.

  • Preparation and updating of Company Organisational Chart and submission to the Board of Directors for

    approval.

  • Changes at senior director level (i.e. directors directly answerable to the Managing Director) following a proposal by the Managing Director.

  • Financial results of the Company and presentation by the Finance Department on a quarterly basis prior to

    their publication in the press.

  • Assignment and progress of the Company's projects.

  • Periodic assessment of Company operations and achievement of targets set through investment and business plans, and implementation of any necessary corrective decisions and actions.

  • Decision-making on all issues transferred to the Council Management by the Board of Directors or the

    Managing Director/ CEO or executive Board members.

  • Submission of proposals for setting Company objective targets and business risks towards action plans and performance checks.

  • Preparation and updating of Company's Internal Regulation of Operation and its submission for approval by

    the Board of Directors.

  • Any changes in the regulation of operations of the Council Management and Risk Management Committee

    are prepared and approved by decision of the Board of Directors.

    Responsibilities of the Council Management:

  • Coordination, direction and control of the Company's operation.

  • Discussion and decision-making on current significant issues transferred to the Council Management by the

    Managing Director.

  • Discussion and agreement on the Company's business plans proposed by the Managing Director.

  • Pre-approval of periodic and annual financial statements before their submission to the BoD.

  • Decision-making on all issues transferred to the Council Management by the Board of Directors or the

    Managing Director or executive Board members.

  • Proposal on Company dividend policy.

  • Preparing final draft-proposal to the BoD on the Company's strategy and strategic goals and on long-term

    and annual action plans and project estimates.

  • Periodic assessment of Company operations and achievement of targets set through investment and business plans, and implementation of any necessary corrective decisions and actions.

  • Preparation and updating of Company's Organisation Chart and its submission for approval by the Board of

    Directors.

  • Approval of the appointment of senior executives.

  • Exercise of any other competence expressly transferred to the Council Management through BoD decisions.

The Council Management's rules of procedure are decided and approved by the BoD.

The Council Management shall meet at least twice a month and shall be convened at the invitation of its

Chairperson.

The Council Management comprises the Chairman of the Board of Directors as the Chairman, the Alternate Chairman of the Board of Directors as Alternate Chairman, the CEO and executive Board members as members. The Council Management's term follows the term of the BoD.

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