REG No. 7650/06/B/86/04- G.E.MI. No. 121653960000 Cyprou 9 & Hydras Street, Moschato Attikis ANNUAL REPORT for the Financial Year 31.12.2025 (01.01.2025 - 31.12.2025) ACCORDING TO ARTICLE 4 OF LAW 3556/2007
CONTENTS
Page
Statements of the members of the Board of Directors (according to Law 3556/2007) 5
Independent Auditor's Report 6
Board of Directors' Annual Report 14
Annual Financial Statements 147
INCOME STATEMENT 148
STATEMENT OF OTHER COMPREHENSIVE INCOME 149
STATEMENT OF FINANCIAL POSITION 150
STATEMENT OF CHANGES IN EQUITY - GROUP 151
STATEMENT OF CHANGES IN EQUITY - COMPANY 153
STATEMENT OF CASH FLOWS 155
NOTES TO THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2025 156
Information 156
Company's Activity 156
Framework for the Preparation of Financial Statements 157
Changes in Material Accounting Policies 157
New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union 157
New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union 158
3.2. Significant, Accounting Judgments Estimates and Assumptions 159
Material accounting principles 161
Segment Reporting 161
Basis for Consolidation 161
Goodwill 161
The Group Structure 162
Functional currency, presentation currency and foreign currency translation 165
Property, Plant and Equipment and Intangible Assets 165
Investment Property 166
Impairment of Assets 166
Financial Instruments 167
Inventory 168
Trade debtors and other trade receivables 168
Restricted deposits 168
Cash and cash equivalents 169
Share capital 169
Treasury shares 169
Financial Liabilities 169
Loans 170
Trade and other payables 170
Income & deferred tax 170
Employee benefits 171
Provisions and Contingent Liabilities/Assets 172
Leases 172
Recognition of revenue and expenses 173
Distribution of dividends 174
Related Party Disclosures 174
Earnings per share 174
Notes to the Financial Statements 175
Segment Reporting 175
Cost of sales 177
Distribution and Administrative Expenses 178
Other operating income and expenses 179
Finance income / expenses and other financial results 179
Income tax 180
Earnings per share 181
Property, plant and equipment, intangible assets and right-of-use assets 182
Investment property (leased property) 187
Investments in subsidiaries 188
5.10.1 Acquisition of subsidiaries 188
Financial instruments per category 191
Financial instruments at fair value through other comprehensive income 193
Fair value of financial instruments 194
Other long-term receivables 195
Inventories 195
Trade debtors and other trade receivables 195
Other receivables 196
Other current assets 197
Long-term and Short term restricted bank deposits 197
Cash and cash equivalents 198
Non-current assets held for sale 198
Equity 198
Share capital 198
Share Premium and other reserves- Treasury shares reserve 200
Liabilities for pension plans 202
Short-term loan liabilities 204
Long and Short term lease liabilities 204
Other long-term liabilities 205
Deferred tax liabilities 205
Provisions 207
Trade and other payables 208
Current tax liabilities 208
Other short term liabilities 208
Cash flows from operating activities 209
Commitments, Contingent Liabilities / Contingent Assets 209
Unaudited fiscal years 211
Transactions with related parties 212
Fees to members of the Board of Directors 213
Lawsuits and litigations 214
Number of employees 214
Proposal for distribution of dividend for the year 01.01.2025- 31.12.2025 214
Risk management Policies 215
Foreign currency risk 215
Interest Rate Sensitivity Analysis 217
Credit Risk Analysis 218
Liquidity Risk Analysis 218
Objectives & policies for capital management 219
Post-reporting date events 221
Website where the Parent, Consolidated and the Financial Statements of subsidiaries are posted. 223
Statements of the members of the Board of Directors (according to Law 3556/2007)
We, the members of the Board of Directors of "JUMBO SA"
Apostolos - Evangelos Vakakis, Chairman of the Board of Directors Dimitrios Kerameus, Vice-Chairman of the Board of Directors Konstantina Demiri, Chief Executive Officer
in our above capacity, specifically appointed for this purpose by the Board of Directors of "JUMBO SA" we hereby declare and certify that, as far as we know:
The attached annual financial statements of "JUMBO SA" for the year 01.01.2025-31.12.2025, which were prepared according to the applicable accounting standards, present truly and fairly the assets and the liabilities, the equity and the financial results of "JUMBO SA", as well as the companies included in the consolidation as aggregate.
The annual report of the Board of Directors presents in a true and fair way the performance and the financial position of "JUMBO SA", as well as the companies included in the consolidation as aggregate, including the description of the main risks and uncertainties that they confront.
The Report of the Board of Directors has been prepared in accordance with the sustainability reporting standards referred to in Article 154A of Law 4548/2018 (Government Gazette A' 104), and with the specifications adopted pursuant to paragraph 4 of Article 8 of Regulation (EU) 2020/852.
Moschato, 27 April 2026 The designees
Apostolos - Evangelos Vakakis Dimitrios Kerameus Konstantina Demiri
Chairman of the Board of Directors Vice-Chairman of the
Board of Directors
Chief Executive Officer
Independent Auditor's Report
Report on the audit of the separate and consolidated financial statements
Opinion
We have audited the accompanying separate and consolidated financial statements of the company "JUMBO SA" (the Company), which comprise the separate and consolidated statement of financial position as at December 31,2025, and the separate and consolidated statement of comprehensive income, changes in equity and cash flow for the year then ended, as well as a summary of significant accounting policies and selected explanatory notes.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries (the Group) as of December 31,2025, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as endorsed by the European Union.
Basis for opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been transposed in Greek Legislation. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the separate and consolidated financial statements" section of our report. During our audit, we remained independent of the Company and the Group, in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece. We have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the current annual period. These matters and the related risks of material misstatements were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
Revenue recognition
Regarding the FY ended as at 31/12/2025 (01/01/2025 -31/12/2025), the Company's and the Group's sales stood at € 996,1 million and € 1.232,9 million respectively. Most sales refer to retail sales performed through a network of 89 stores and 4 e-shop stores.
How our audit addressed the key audit matters
Our audit approach regarding revenue recognition included, inter alia, the following procedures:
We have obtained understanding and assessed the information systems
The Company's and the Group's revenue arises from various sale points. Sales recognition has been identified as key audit matter due to the complexity related to significant volume of transactions performed at various sales points, use of information systems for price change and revenue recognition purposes, as well as judgments and estimates of the Management. Recognition of revenue arising from the total of sales points as well as update of accounting files is automatically performed through the Company's subsystems. The Group uses information systems and internal controls in order to ensure an integrated revenue recognition framework.
Revenue is recognized when the relative risks and rewards associated with the goods sold are transferred to customers, while collecting receivables is reasonably secured.
The disclosures made by the Group in respect of the applied accounting policies regarding revenue recognition are presented in Notes 3.2, 4.23 and 5.1 to the financial statements.
environment supporting various revenue categories, including the relevant internal control procedures.
We have tested the correct transfer of data from separate information systems to the general ledger accounts.
We have obtained understanding and assessed the assumptions regarding rebates, sales returns and sales discounts recognition by selecting and examining a sample of transactions.
We have assessed the adequacy of disclosures in the accompanying financial statements in compliance with IFRS requirements in respect of this matter.
Inventory valuation
As at 31/12/2025, the Company's and the Group's inventory amounted to € 229,8 million and € 310,5 million respectively. The income statement has been charged with an amount of € 2,7 million regarding the Company and an amount of € 2,8 million regarding the Group pertaining to damaged inventory or /and obsolete and impaired.
The Group measures the inventory at the lower of cost and net realizable value. Net realizable value is the estimated sale price in the ordinary course of the company's operations less any related distribution expenses.
In this context, in every reporting period, the Group Management makes estimates regarding identification of slow moving/obsolete inventory and determines net realizable value, based on products seasonality, their
Our audit approach included, inter alia, the following procedures:
We understood and recorded the procedures applied by the Management for the purposes of identifying slow moving/obsolete inventory and determining their net realizable value.
We performed procedures for identifying slow moving inventory or inventory with low commerciality.
We evaluated the Management's estimates in respect of net realizable value of inventory, taking into account, inter alia, sample of sales performed after the end of the reporting period.
We assessed the Management's conclusions regarding the book value of the Company's and the Group's
movement during the year, as well as next year projections.
Determination of net realizable value of inventory has been identified as a key audit matter, since it involves management judgements and estimates which are reviewed whenever necessary in line with the growing and changing demands of the retail industry.
The Group's disclosures in respect of accounting policies used are presented in Notes 3.2, 4.10, 5.4 and 5.13 to the financial statements.
inventory.
We evaluated the Management's estimates regarding slow moving inventory, taking into account historical data and subsequent sales.
We participated in some of the physical inventory counts and carried out a sample check on stock codes.
We have assessed the adequacy of disclosures in the accompanying financial statements in compliance with IFRS requirements in respect of this matter.
Management is responsible for the other information. The other information is included in the Board of Directors' Report, reference to which is made in the "Report on other Legal and Regulatory Requirements" section, in the Declaration of the Board of Directors members and in any other information which is either required by Law or the Company optionally incorporated, in the Annual Report required by Law 3556/2007, but does not include the financial statements and our auditor's report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. If, based on the procedures performed, we conclude that there is a material misstatement therein, we are required to communicate this matter. We have nothing to report in this respect.
Responsibilities of management and those charged with governance for the separate and consolidated financial statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as endorsed by the European Union, and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern principle of accounting unless management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company's and the Group's financial reporting process.
Auditor's responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as they have been transposed in Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as they have been transposed in Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
Conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the financial statements of the Group. We are responsible for the direction, supervision and review of the audit work performed for purposes of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the audited year end and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
Board of Directors' Report
Taking into consideration that Management is responsible for the preparation of the Board of Directors' Report which also includes the Corporate Governance Statement, according to the provisions of paragraph 1, cases aa', ab' and b' of article 154C of Greek Law 4548/2018 which do not include the sustainability statement for which we issued a limited assurance report dated 27.04.2026 in accordance with the International Standard on Assurance Engagements 3000 (Revised), we note the following:
The Board of Directors' Report includes the Corporate Governance Statement which provides the information required by article 152 of Greek Law 4548/2018.
In our opinion the Board of Directors' Report has been prepared in accordance with the applicable legal requirements of articles 150 and 153 of Greek Law 4548/2018 excluding the provisions in paragraph 5A of article 150 of the aforementioned Law for the submission of sustainability statement, and its content is consistent with the accompanying separate and consolidated financial statements for the year ended 31.12.2025.
Based on the knowledge we obtained during our audit about the Company "JUMBO SA" and its environment, we have not identified any material inconsistencies in the Board of Directors' Report.
Additional Report to the Audit Committee
Our audit opinion on the accompanying separate and the consolidated financial statements is consistent with the additional report to the Audit Committee referred to in article 11 of EU Regulation 537/2014.
Non-Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014 or other allowed non-audit services.
Appointment
We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company on 22.05.2024. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of shareholders of the Company for 2 consecutive years.
Operations' Regulation
The Company has an Operations' Regulation in accordance with the content prescribed by the provisions of article 14 of Greek Law 4706/2020.
Assurance Report on European Single Electronic Format reporting Underlying Subject Matter
We have undertaken the reasonable assurance work to examine the digital files of the Company "JUMBO SA" (hereinafter the Company or/and the Group), that were prepared in accordance with the European Single Electronic Format (ESEF), which include the separate and consolidated financial statements of the Company and the Group for the year ended 31 December 2025 in XHTML format as well as the prescribed XBRL file "549300TGIVUUMY40MZ05-2025-12-31-1-en.zip" with the appropriate tagging on these consolidated financial statements, including other explanatory information (Notes to the financial statements), (hereinafter the "Underlying Subject Matter") in order to ascertain whether they have been prepared in accordance with the requirements set out in the section Applicable Criteria.
Applicable Criteria
The Applicable criteria for European Single Electronic Format (ESEF) are set out in the European Commission Delegated Regulation (EU) 2019/815, as amended by Regulation (EU) 2020/1989 (the ESEF Regulation) and the 2020/C 379/01 European Commission interpretative communication dated 10 November 2020, as provided by Greek Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange. In summary those criteria require, inter alia, that:
All annual financial reports shall be prepared in XHTML format.
With regard to the consolidated financial statements prepared in accordance with the International Financial Reporting Standards, the financial information included in the Statement of Total Comprehensive Income, in the Statement of Financial Position, in the Statement of Changes in Equity, the Statement of Cash Flows, as well as financial information included in the notes to the financial statements shall be tagged with XBRL mark-up ("XBRL tags" and "block tag") in accordance with ESEF Taxonomy, as currently in force. The technical specifications of ESEF, including the related taxonomy, are included in ESEF Regulatory Technical Standards.
Responsibilities of management and those charged with governance
Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and the Group for the year ended 31 December 2025, in accordance with the Applicable Criteria, and for such internal controls that Management determines that are necessary to enable the preparation of the digital files that are free from material misstatement, whether due to fraud or error.
Auditor's responsibilities
Our responsibility is to issue this report in relation to the evaluation of the Underlying Subject Matter, on the basis of our work performed that is described below in the section "Scope of work performed".
Our work was performed in accordance with the International Standard on Assurance Engagements 3000 (Revised) "Assurance engagements other than audits or reviews of historical financial information" (hereinafter "ISAE 3000").
ISAE 3000 requires that we design and perform our work so as to obtain reasonable assurance for the evaluation of the Underlying Subject Matter against Applicable Criteria. As part of the assurance procedures, we assess the risk of material misstatement of the information related to the Underlying Subject Matter.
We believe that the evidence we have obtained is sufficient and appropriate and provide a basis for our conclusion expressed in this assurance report.
Professional ethics and quality management
We are independent of the Company and the Group, during the whole period of this engagement and we have complied with the requirements of the International Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA Code), the ethical and independence requirements of Law 4449/2017 and EU Regulation 537/2014.
Our audit firm applies the International Standard on Quality Management 1 (ISQM 1), "Quality Management for firms that perform audits or reviews of financial statements, or other assurance or related services engagements" and accordingly, maintains a comprehensive system of quality management, including documented policies and procedures regarding compliance and ethical requirements, professional standards and applicable legal and regulatory requirements.
Scope of work performed
Our assurance work covers exclusively the objectives set out included in the Decision No 214/4/11-02-2022 of the Board of Hellenic Accounting and Auditing Oversight Board (HAASOB) and in the "Guidelines in connection with the work and the assurance report of the Certified Public Accountants on the European Single Electronic Format (ESEF) of issuers with trading securities listed in a regulated market in Greece" dated 14/02/2022, as issued by the Institute of Certified Public Accountants, in order to obtain reasonable assurance that financial statements of the Company that were prepared by management, comply in all material respects with the Applicable Criteria.
Inherent limitations
Our assurance work covered the objectives set out in the section "Scope of work performed" in order to obtain reasonable assurance on the basis of the procedures described. In this context, our work performed could not provide absolute assurance that all the matters that could be considered as material weaknesses will be revealed.
Conclusion
On the basis of the work performed and the evidence obtained, we conclude that the separate and the consolidated financial statements of the Company and the Group for the year ended 31 December 2025 prepared in XHTML format as well as the prescribed XBRL file «549300TGIVUUMY40MZ05-2025-12-31-1-en.zip» with the appropriate tagging on the abovementioned consolidated financial statements, including the notes to the financial statements, are prepared, in all material respects, in accordance with the Applicable Criteria.
BDO Certified Public Accountant S.A. 449 Mesogion Ave,
Athens- Ag. Paraskevi, Greece Reg. SOEL: 173
Ag. Paraskevi, April 27, 2026 Certified Public Accountant
Andriana K Lavazou Reg. SOEL: 45891
Board of Directors' Annual Report
OF SOCIETE ANONYME
"JUMBO ANONIMI EMPORIKI ETAIREIA"
ON THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR 01.01.2025 TO 31.12.2025
Dear Shareholders,
Under the provisions of Law 3556/2007, Law 4548/2018 as it is in effect and the Statute of Incorporation of the Company, we submit the Consolidated Report of the Board of Directors for the financial year ended 31 December 2025 (01.01.2025 - 31.12.2025). In accordance with the applicable legislation, the Report includes, indicatively but not limited to, the information required under paragraphs 2(c), 6, 7, and 8 of Article 4 of Law 3556/2007, Articles 150 (paragraphs 1-3) and 153 (paragraphs 1-4) of Law 4548/2018, and Article 2 of the Capital Market Commission Decision No. 8/754/14.10.2016. It also includes the Consolidated and Separate Financial Statements as at 31 December 2025, the Notes to the Financial Statements as required under the International Financial Reporting Standards (IFRS), and the Independent Auditors' Report by the statutory auditors. Furthermore, the Report incorporates the Corporate Governance Statement in accordance with Law 4706/2020 and Articles 152 & 153(1) of Law 4548/2018, as well as the Sustainability Report in line with the requirements of the EU Corporate Sustainability Reporting Directive (CSRD).
The current report presents the data on JUMBO SA and JUMBO Group of Companies, financial information which aim to provide information to the shareholders and the investing public on the financial position, and the results, the total course of development and the changes occurred during the closing corporate financial year from 01.01.2025 to 31.12.2025, significant events which took place and their effect on the Financial Statements of the same financial year, as well as a description of the prospects and the most significant risks and uncertainties faced by the Group and the Company as well as the most significant transactions that took place between the issuer and its related parties.
Α. REVIEW OF THE CLOSING FINANCIAL YEAR FROM 01.01.2025 TO 31.12.2025
Turnover: The Group's turnover for the financial year 2025 stood at € 1.232,90 mil, presenting an increase of 7,22% compared to € 1.149,87 mil in 2024. The Company's turnover amounted to € 996,11 mil, presenting an increase of 8,66% compared to € 916,70 mil last year.
The breakdown of sales performance by country for the year 2025 is as follows:
Greece: Overall, for the year, the net sales of the parent company - excluding intragroup sales-increased by 8,63% y-o-y.
Cyprus: The sales for the year increased by 7,71% y-o-y.
Bulgaria: The sales for the year increased by 4,94% y-o-y.
Romania: The sales for the year increased by 4,32% y-o-y.
In 2025, a new wholly -owned hyperstore commenced operations in the city of Timișoara, Romania, marking the second Jumbo store in the city. Furthermore, the Group launched its e-commerce operations in Bulgaria.
As of December 31, 2025, the JUMBO Group operated a total of 89 stores, of which 53 were located in Greece, 6 in Cyprus, 10 in Bulgaria, and 20 in Romania. In addition, the Group maintained ecommerce platforms in Greece, Cyprus, Bulgaria and Romania.
Furthermore, the Company, through collaborations, had presence, with 43 stores operating under the JUMBO brand, in seven countries (Albania, Kosovo, Serbia, North Macedonia, Bosnia, Montenegro and Israel).
Some important financial data for the Group and the Company are analyzed below as follows:
Gross Profit: The Group's gross profit margin for the closing financial year (01.01.2025-31.12.2025) reached 54,72% from 55,61% the previous year (01.01.2024-31.12.2024).
Respectively, for the Company the gross profit margin for the closing financial year (01.01.2025-31.12.2025) reached 42,25% from 43,06% the previous year (01.01.2024-31.12.2024).
Earnings before interest, taxes, investment results, depreciation and amortization: Earnings before interest, tax, investment results, depreciation and amortisation of the Group reached € 435,66 mil from € 422,77 mil. in the previous respective year and earnings before interest, taxes, investment results, depreciation and amortization margin stood at 35,34% from 36,77%.
Earnings before interest, taxes, investment results, depreciation and amortization for the Company reached € 267,41 mil. from € 256,51 mil. in the previous respective year and earnings before interest, taxes, investment results, depreciation and amortization margin stood at 26,85% from 27,98%.
It is noted that, during 2024, the Company recognized an amount of € 10,79 million as insurance compensation for its stores in Larissa and Karditsa, which remained closed due to the unprecedented flooding event that occurred in early September 2023.
In 2024, earnings before interest, taxes, investment results, depreciation and amortization, excluding the effect of insurance compensation, amounted to € 411,98 million for the Group and € 245,72 million for the Company.
Net Profits after tax: The Net Consolidated Profits after tax reached € 320,31 million, remaining at the same level as in the previous financial year (€ 320,10 million). On a comparable basis, excluding the impact of insurance compensation received in 2024, net profit increased by 3,56% compared to the corresponding prior period, when it amounted to € 309,31 million.
Net Profits after tax for the Company reached € 252,94 mil. versus the previous year when they at
€ 254,11 mil. It is noted that, in 2025, the Company received an amount of € 66,00 million in dividends from its 100%-owned subsidiaries "JUMBO TRADING LTD", "JUMBO EC.B. LTD" and "JUMBO EC.R SRL". In 2024, the Company received an amount of € 70,00 million in dividends from its 100%-owned subsidiaries "JUMBO TRADING LTD" and "JUMBO EC.B. LTD".
The Company's net profit after tax, excluding the impact of dividend income, amounted to € 186,94 million, marking an increase of 7,86% compared to the net profit after tax of the previous financial year (excluding the impact of insurance compensation and dividend income), which had amounted to € 173,32 million.
Net cash flows from operating activities: Net cash flows from operating activities of the Group amounted to € 296,91 mil. for the financial year 01.01.2025-31.12.2025 from € 300,69 mil. the previous year (01.01.2024-31.12.2024). The Group's capital expenditures amounted to € 38,38 mil. during the financial year 01.01.2025-31.12.2025, net cash flows after investing and operating activities of the Group amounted to € 259,80 mil. on 31.12.2025 from € 256,17 mil. on 31.12.2024. Cash and cash equivalents as well as other current financial assets amounted to € 539,64 mil. on 31.12.2025 from € 447,81 mil. on 31.12.2024.
Net cash flows from operating activities of the Company amounted to € 151,10 mil. in the financial year 01.01.2025-31.12.2025 from € 182,34 mil. for the financial year 01.01.2024-31.12.2024. With capital expenditures amounted € 29,11 mil. during the financial year 01.01.2025-31.12.2025 and the receipt of dividends amount of € 66,00 million from its wholly-owned subsidiaries 'JUMBO TRADING LTD'
,'JUMBO ECB Ltd' and "JUMBO EC.R SRL" the net cash flow after investing and operating amounted to € 180,50 mil. on 31.12.2025 from € 224,91 mil. on 31.12.2024. Cash and cash equivalents as well as other current financial assets amounted to € 180,57 mil. on 31.12.2025 from € 159,16 mil. on 31.12.2024.
Earnings per share: As at 31 December 2025, the Company did not hold any treasury shares and the total number of shares amounted to 134.365.561. As at 31 December 2024, the Company held 938.787 treasury shares. The total weighted average number of shares of the Company as at 31 December 2024 was 135.949.012 shares.
Basic earnings per share of the Group amounted to € 2,3839 compared to € 2,3544 in the previous financial year, representing an increase of 1,25%.
Earnings per share of the Company amounted to € 1,8825 compared to € 1,8693 in the previous financial year.
On a comparable basis, excluding the impact of insurance compensation and dividends:
Basic earnings per share of the Group amounted to €2,3821 compared to €2,2733 in the corresponding prior period, representing an increase of 4,79%.
Earnings per share of the Company amounted to €1,3913 compared to €1,2739 in the corresponding prior period, representing an increase of 9,22%.
Net Tangible Fixed Assets: As at 31.12.2025, the carrying amount of the Group's Tangible Fixed Assets amounted to € 808,17 mil., including right-of-use assets, and represented 43,16% of the Group's Total Assets, compared to 31.12.2024 when those amounted € 808,51 mil. including right-of-use assets and represented 47,38% of the Group's Total Assets.
As at 31.12.2025, the carrying amount of the Company's Tangible Fixed Assets amounted to € 388,72 mil., including right-of-use assets, and represented 34,77% of the Company's Total Assets, as compared to 31.12.2024 when the carrying amount of the Company's Tangible Fixed Assets amounted to
€ 384,24 mil., including right-of-use assets, and represented 37,61% of the Company's Total Assets.
Net investments for the purchase of fixed assets by the Company for the closing financial year amounted to € 29,11 mil. and € 38,38 mil. for the Group.
Inventories: Inventories of the Group amounted on 31.12.2025 to € 310,50 mil. compared to € 260,87 mil. as at 31.12.2024 and represent 16,58% of the Total Consolidated Assets compared to 15,29% as at 31.12.2024. Inventories of the Company amounted to € 229,85 mil. compared to € 194,80 mil. as at 31.12.2024 and represent 20,56% of the Total Assets of the Company compared to 19,07% as at 31.12.2024.
Long-term lease liabilities: On the same date, the Group's long-term lease liabilities amounted to € 58,34 million, i.e. 3,12% of the Group's Total Equity and Liabilities and for the Company to € 47,09 million, i.e. 4,21% of the Total Equity and Liabilities of the Company. As at 31.12.2024 the Group's longterm lease liabilities amounted to € 67,55 million and for the Company to € 53,99 million.
Short-term lease liabilities: On the same date, the Group's short-term lease liabilities amounted to € 8,10 million and for the Company to € 6,39 million. As at 31.12.2024 the Group's short-term lease liabilities amounted to € 7,63 million and for the Company to € 5,83 million.
Equity: Consolidated Equity amounted to € 1.576,37 mil. compared to € 1.408,14 mil. on 31.12.2024 and represent 84,19% of the Group's Total Equity and Liabilities. The Company's Equity amounted to € 881,77 mil. compared to € 779,12 mil. as at 31.12.2024, representing 78,86% of the Company's Total Equity and Liabilities.
Net debt ratios: During the closing period the Group's cash and cash equivalents balances and other current financial assets were higher than the total borrowings and lease liabilities, by the amount of
€ 473,21 mil. and, as a consequence, the net debt ratio was negative. For the financial year that ended on 31.12.2024 the Group' cash and cash equivalents balances and other current financial assets were higher than its total borrowings and lease liabilities, by the amount of € 372,51 mil. and, as a consequence, the net debt ratio was negative.
As at 31.12.2025 the cash and cash equivalent balances and other current financial assets of the Company were higher than the total borrowings and lease liabilities, by the amount of € 127,09 mil. and, as a consequence, the net debt ratio was negative. As at 31.12.2024 the Company's cash and cash equivalent balances and other current financial assets were higher than the total borrowings and lease
liabilities, by the amount of € 99,34 mil. and, as a consequence, the net debt ratio was negative.
Adding Value and Performance Valuation FactorsThe Group recognizes geographical segments - Greece, Cyprus, Bulgaria and Romania - as operating segments. The above geographical segments are used by the Management for internal information purposes. The Management's strategic decisions are based on the operating results of every segment, which are used for measurement of their profitability.
In financial year ended on 31.12.2025 the total amount of earnings before taxes, financial and investment results, allocated among the four segments, amounted to € 392,52 mil. Respectively in the previous year ended on 31.12.2024 the total amount of earnings before taxes, financial and investment results, allocated among the four segments, amounted to € 383,50 mil.
Greece segment represented in the financial year ended on 31.12.2025 58,29% of the Group's turnover, while it also contributed 56,74% in the total earnings before taxes, financial and investment results. In the previous year ended on 31.12.2024 57,53% of the Group's turnover, while it also contributed 56,07% in the total earnings before taxes, financial and investment results.
Cyprus segment represented in the financial year ended on 31.12.2025 10,65% of the Group's turnover, while it also contributed 12,10% in the total earnings before taxes, financial and investment results. In the previous year ended on 31.12.2024 10,61% of the Group's turnover, while it also contributed 11,87% in the total earnings before taxes, financial and investment results.
Bulgaria segment represented in the financial year ended on 31.12.2025 9,72% of the Group's turnover, while it also contributed 10,91% in the total earnings before taxes, financial and investment results. In the previous year ended on 31.12.2024 9,93% of the Group's turnover, while it also contributed 10,60% in the total earnings before taxes, financial and investment results.
Romania segment represented in the financial year ended on 31.12.2025 21,34% of the Group's turnover, while it also contributed 20,14% in the total earnings before taxes, financial and investment results. In the previous year ended on 31.12.2024 21,93% of the Group's turnover, while it also contributed 21,46% in the total earnings before taxes, financial and investment results.
The "Other" segment includes the activity of the newly acquired company under the name "HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2", of
which the JUMBO Group acquired 100% on 23 October 2025. The activity of this company relates to the operation and exploitation of the VESO MARE shopping centre located on Akti Dymaion Street in Patras. The company has been fully consolidated in the Group's financial statements as at 31 December 2025, while its results have been included in the consolidated results for the period from the acquisition date (23 October 2025 until 31 December 2025).
Alternative Performance Measurement Indicators (APMs)
The Group and the Company evaluate their results and performance on a monthly basis, identifying deviations from targets in a timely and effective manner and taking corrective action accordingly. The Group and the Company measure its performance by making use of financial performance indicators, widely used internationally, that serve to better understand the Group's and the Company's financial results and operating results and their financial position and cash flow statement.
The Alternative Performance Measurement Indicators (APMs) that the Group and the Company have chosen to use are Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA Margin, Return on Capital Employed (ROCE), Return on Equity (ROE) and Net Debt. These ratios are not defined or identified in IFRS, but are based on the financial statements of the Group and the Company prepared in accordance with IFRS. They should always be considered in conjunction with the financial results prepared in accordance with IFRS and in no way replace them. In addition, these ratios should not be compared with those of other groups. The following indicators are taken into account by the management of the Group and the Company in making strategic decisions:
ROCE (Return on Capital Employed): It is a profitability ratio used to assess the Group's and the Company's ability to use their capital efficiently.
The ratio is calculated by dividing profit after tax by capital employed. The notes present the Statement of Financial Position items used by Management in determining the denominator (capital employed), in accordance with the analysis set out below.
The numerator is defined by Management as net income adjusted for any non-recurring items. In 2025, a dividend of € 66,00 million was received by the Company, which is excluded from the aforementioned calculation of income for the Company. In 2024, non-recurring income from insurance compensation amounting to € 10,79 million, as well as a dividend of € 70,00 million received by the Company, were excluded from the aforementioned calculation of income for the Company.
The denominator (management-defined employed capital) is calculated as the sum of fixed assets (see Notes 5.8 and 5.9) and working capital.
In determining fixed assets, management includes the capitalized value of operating leases and investment property. Working capital is defined as inventories plus receivables (see Notes 5.14, 5.15 and 5.16) minus liabilities (see Notes 5.27 and 5.29).
THE GROUP 31/12/2025
ROCE= 320.309.417 = 27,09%
1.182.446.669
THE GROUP 31/12/2024
ROCE= 309.309.258 = 27,68%
1.117.556.968
THE COMPANY 31/12/2025
ROCE= 186.943.196 = 27,01%
692.087.688
THE COMPANY 31/12/2024
ROCE= 173.324.914 = 27,60%
627.977.171
ROE (Return on Equity): The Group and the Company use this ratio to assess the efficiency of profit generation. The ratio is calculated by dividing adjusted profit after tax by the average equity of the last two periods.
For comparability purposes, the calculation below is based on adjusted profit after tax, defined as net profit after income tax excluding non-recurring items.
Based on the above, the ROE is calculated as follows:
THE GROUP 31/12/2025
ROE= 320.309.417 = 21,46%
(1.576.372.006+1.408.143.782)/2
THE GROUP 31/12/2024
ROE= 309.309.258 = 22,61%
(1.408.143.782+1.327.573.326)/2
THE COMPANY 31/12/2025
ROE= 186.943.196 = 22,51%
(881.766.364 + 779.117.277)/2
THE COMPANY 31/12/2024
ROE= 173.324.914 = 22,43%
(779.117.277+ 766.226.854)/2
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) "Operating income before interest, taxes, financial and investment income and total depreciation and amortization" - The ratio is calculated by adding interest on debt, deducting interest on credit and adding depreciation and amortization to Operating income before taxes.
EBITDA margin "Margin on Operating profit before tax, financial and investment income and total depreciation and amortization". - The ratio divides EBITDA by turnover.
EBITDA and EBITDA margin ratios combined assess the operating performance of the Group and the Company
Earnings before interest, taxes, depreciation and amortization (EBITDA)
Amounts in mil. € The Group The Company
01/01/2025-
01/01/2024-
01/01/2025-
01/01/2024-
31/12/2025
31/12/2024
31/12/2025
31/12/2024
Earnings After Tax 320,31
320,10
252,94
254,11
Taxes 74,80
70,17
54,69
50,00
Interest (1,93)
(6,77)
1,55
(0,64)
Depreciation 43,22
41,06
24,31
23,19
Earnings before interest, taxes, depreciation and amortization
(EBITDA) 436,40
424,55
333,49
326,66
Adj.Earnings before interest, taxes, depreciation and
amortization (EBITDA)* 436,40
413,77
267,49
245,88
Investment results
(0,74)
(1,79)
(66,08)
(70,15)
Earnings before interest, tax, investment results, depreciation
and amortization 435,66
422,77
267,41
256,51
Adj. Earnings before interest, tax, investment results,
depreciation and amortization * 435,66
411,98
267,41
245,72
Turnover 1.232,90
1.149,87
996,11
916,70
Margin of Earnings before interest, tax investment results
depreciation and amortization 35,34%
Adj. Margin of Earnings before interest, tax investment results
depreciation and amortization* 35,34%
36,77%
35,83%
26,85%
26,85%
27,98%
26,80%
Note
The term EBITDA refers to earnings before interest, taxes, depreciation and amortization and alongside with the Earnings before interest, tax, investment results, depreciation and amortization Margin, they constitute the ratios of measuring the Company's and the Group's operational performance.
* Refers to the adjustment for the € 66,00 million from dividend income received by the Company during the financial year 01.01.2025-31.12.2025, for the € 10,79 million from insurance compensation recognized by the Company during the financial year 01.01.2024-31.12.2024, the € 70,00 million from dividend income received by the Company during the same year.
Net Debt - The ratio is calculated as the sum of lease liabilities and borrowings less cash and cash equivalents and other current financial assets and measures the liquidity of the Group and the Company.
NET DEBT
The Group | The Company | |||
Amounts in mil. € | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 |
Short-term loan liabilities | - | 0,13 | - | - |
Long-term lease liabilities | 58,34 | 67,55 | 47,09 53,99 | |
Short-term lease liabilities | 8,10 | 7,63 | 6,39 5,83 | |
Short term restricted bank deposits Cash and cash equivalents | (2,97) (536,67) | (3,00) (444,82) | - (180,57) | -(159,16) |
Net Debt | (473,21) | (372,51) | (127,09) | (99,34) |
Note
The net debt for the Company and the Group, the total lease liabilities and borrowings after deducting the amount of cash and cash equivalents and other current financial assets and is used by the Management of the Company and the Group as a measure of liquidity.
Β. SIGNIFICANT EVENTS IN THE CLOSING YEARThe significant events which took place in the closing financial year (01.01.2025-31.12.2025) as well as their positive or negative effect on the annual financial statements are the following.
The Extraordinary General Meeting of Shareholders held on March 19, 2025, approved the management's proposal for the distribution of an extraordinary cash dividend of gross amount of € 0,4667 per share, before withholding dividend tax, totaling € 63.499.089,53. This amount was distributed from extraordinary reserves arising from taxed and undistributed profits of the financial year 01.01.2023-31.12.2023. The above gross amount, excluding 1.687.198 treasury shares held by the Company, which are not entitled to dividend, amounted to € 0,4725599412 per share. The net extraordinary cash distribution, after the deduction of 5% withholding tax, where applicable, amounted to €0,4489319442 per share, and payment to the beneficiaries commenced on 31 March 2025.
The Annual General Meeting of the Company's shareholders held on 9 July 2025 approved the distribution of a dividend to shareholders from the profits of the 2024 financial year, amounting to a total of €68.029.879,50, corresponding to 136.059.759 shares of the Company, i.e. a gross amount of €0,50 per share, or a net amount of €0,4750 per share after the deduction of 5% withholding tax, where applicable. Taking into account the number of treasury shares held by the Company, amounting to 1.694.198 shares, the distribution of the above total amount corresponds to a gross amount of €0,5063044354 per share. The net dividend distribution, after the deduction of 5% withholding tax, where applicable, amounted to
€0,4809892136 per share, and payment to the beneficiaries commenced on 24 July 2025. In total, the cash distributions for the year 2025 amounted to € 131,5 million.
The Annual General Meeting of the Company's shareholders held on 9 July 2025 resolved, inter alia, the cancellation, in accordance with article 49 of Law 4548/2018, of 1.694.198 treasury shares with a nominal value of € 0,88 each, resulting in a reduction of the Company's share capital by €1.490.894,24 and a corresponding amendment to article 5A ("Share Capital - Shares") of the Company's Articles of Association.
The aforementioned shares were acquired during the period from 1 October 2024 to 27 March 2025, at an average purchase price of € 25,4191 per share, under the Share Buyback Program approved by the Annual General Meeting of shareholders on 26 September 2024. Following the above reduction due to the cancellation of 1.694.198 shares, the Company's share capital amounts to € 118.241.693,68, divided into 134.365.561 ordinary registered shares with a nominal value of €0,88 each.
The cancellation and deletion of the above treasury shares from the Athens Exchange took place on 4 August 2025, being the date on which trading of these shares ceased on the Athens Exchange.
The Board of Directors, by its resolution dated 14 April 2025, approved the distribution of dividends amounting to a total of €55 million from its wholly-owned subsidiaries, as follows:
€25 million from "JUMBO TRADING LTD" (Cyprus), from profits of the financial years 2017-2019, and
€30 million from "JUMBO EC.B. LTD" (Bulgaria), from profits of the financial years 2022-2023.
Furthermore, the Board of Directors, by its resolution dated 30 April 2025, approved the distribution of dividends amounting to €11 million from its wholly-owned Romanian subsidiary "JUMBO EC.R. S.R.L."
In March 2025, the second company-owned hyperstore in Timișoara, Romania commenced operations, increasing the total number of Jumbo stores in the country to 20.
In June 2025, the Group launched its e-commerce operations in Bulgaria (https://www.e-jumbo.bg).
In February 2025, the sale of land plots in the Sofia region by the 100% subsidiary "JUMBO EC.B. LTD" (Bulgaria) was completed for a total consideration of €1,89 million. The gain from the transaction amounted to €981,20 thousand.
Following a relevant decision of the Board of Directors, on 24 October 2025 the Company proceeded with the acquisition of 100% of "HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2", owner of the VESO MARE shopping centre in Patras, where a JUMBO store is already in operation. The consideration for the transaction amounted to €10.825.621 and was paid in cash from the Company's cash reserves.
As part of its strategy to strengthen its network of company-owned stores and gradually reduce its reliance on leased properties, during 2025 the Group completed the acquisition of three properties that were previously leased. Specifically, the stores in Larisa (store 2), Acharnon and Patras (VESO MARE) were acquired. The total investment amounted to approximately €25 million, enhancing the stability of operating expenses and creating additional value for shareholders through the ownership of strategic real estate assets.
C. RISK MANAGEMENTThe Group is exposed to various financial risks such as market risk (variation in foreign exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The Group's risk management policy aims at limiting the negative impact on the Group's financial results, which arises from the inability to predict financial markets and fluctuations in cost and revenue variables.
The risk management policy is executed by the Management of the Group, which evaluates the risks related to the Group's activities and operations, plans the methodology and selects suitable financial products for risk reduction.
The Group's financial instruments include mainly bank deposits, trade debtors and creditors, dividends payable and loans.
Foreign Exchange Risk
The Group operates internationally and, therefore, is exposed to foreign exchange risk, which arises mainly from the U.S. Dollar and Romanian Lei (RON) due to the operation of the Group through its subsidiary company in Romania. The Group deals with this risk with the strategy of early stocking that provides the opportunity to purchase inventories at more favorable prices while been given the opportunity to review the pricing policy through its main operational activity which is retail sales. However, significant variation in foreign exchange rates could have a negative effect on its results.
Interest Rate Risk
On December 31st, 2025, the Group and the Company are exposed to changes in the interest rate market in terms of their bank borrowing, cash and cash equivalents which are subject to a variable rate of interest. A reasonable change in the interest rate of +/- 0,5% would benefit / burden the Company's and Group's results by € 0,33 mil. and € 1,01 mil, respectively. Deposits up to three months term as well as deposits over three months term (other current financial assets) have been included in the calculation.
Credit Risk
The main part of the Group's sales concerns retail sales, effected mostly in cash, while wholesale sales are made to clients with a reliable credit record. In respect of trade and other receivables, the Group is not exposed to any significant credit risk. To minimize the credit risk regarding cash and cash equivalents, the Group deals only with well-established financial institutions of high credit standing.
Liquidity Risk
The Group manages its liquidity needs by carefully monitoring its debt servicing payments for long -term financial liabilities as well as its daily cash outflows. The Group ensures that sufficient available credit facilities exist, so that it is able to cover the short-term business needs, after calculating the cash flows resulting from its operation as well as its cash and cash equivalents.
Market Price Risk
The Company is exposed to market price risk in relation to equity securities and bonds due to investments held and allocated in the statement of financial position as fair value through other comprehensive income.
As at 31 December 2025, the Company's investments in equity securities and bonds amounted to
€31.710.709 and comprise listed shares and bonds at the Cyprus Stock Exchange and the Athens Exchange. More specifically, these include shares with a value of €22.614.448 and bonds with a value of
€9.096.261, all of which are publicly traded. The Company does not apply hedge accounting for market price risk.
Other Risks
The Group's management has implemented a reliable Internal Control System aimed at identifying inefficiencies and exceptions within the scope of its business operations. Within this framework, operational, strategic, regulatory, financial, legal/compliance, as well as information systems and cybersecurity risks are assessed and monitored.
Political and economic
Demand for the Group's products and services and, consequently, its sales and results are influenced by various external factors related to its operations and industry, such as political and geopolitical instability, tax and social changes, economic uncertainty, macroeconomic cycles and climate change.
Inflationary pressures continue to constrain household disposable income, while escalating global trade tensions and the strengthening of protectionist policies increase uncertainty regarding the medium-term outlook for global trade.
The war in Ukraine continues to impact the energy market, keeping energy prices at elevated levels and increasing volatility, particularly in natural gas and electricity.
At the same time, the escalation of geopolitical tensions in the Middle East has a significant impact on international energy markets, intensifying upward pressure on oil prices and increasing fuel and
transportation costs. Instability in the broader region, combined with heightened geopolitical risk, creates conditions of increased volatility in freight and energy prices, with direct implications for supply chain costs and the pricing of final products.
The disruption in the Suez Canal, which has remained effectively non-operational for a significant portion of commercial shipping since 2023, continues to pose challenges. Shipments from Asia to Piraeus are being rerouted around Africa, significantly increasing transit times (approximately 60 days, nearly double compared to pre-crisis levels) and associated costs, while also impacting working capital requirements and inventory planning.
Geopolitical developments in the Middle East directly and indirectly affect the Group's operations. The operation of stores bearing the Jumbo brand in Israel continues to be adversely impacted. Wholesale activity through partnerships with independent customers remains complementary in nature and entails limited financial risk for the Group.
Furthermore, potential short-term challenges are expected in Romania, as increases in VAT rates and direct taxes from August 2025, implemented as part of fiscal adjustment measures, are expected to constrain consumers' purchasing power and affect consumption, at least in the short term.
Evolving market conditions, driven by the rapid growth of cross-border e-commerce platforms, are intensifying competition, often through practices that may disrupt the level playing field of the market. At the same time, at the European Union level, regulatory interventions are underway or under consideration, aiming to ensure fair competition, enhance transparency in digital platforms and strengthen the effective control of compliance of products imported from third countries. These initiatives, which include stricter rules for digital services and marketplaces, as well as potential changes to the customs and tax treatment of low-value consignments, may affect the competitive landscape and the operating costs of the businesses involved.
In order to address the above risks, the Group continuously redesigns its product offering and maintains adequate inventory levels at competitive prices, ensuring flexibility in response to political, geopolitical and macroeconomic developments. At the same time, cost containment and logistics optimisation contribute to mitigating the impact of delays and increased transportation costs.
Furthermore, the Group is strengthening its e-commerce platforms, continuously enhancing the customer experience and reinforcing its strategic communication and advertising activities, with the aim of effectively addressing intensifying competition from international e-commerce platforms and ensuring its long-term resilience and growth.
Finally, as part of its environmental strategy and efforts to reduce its carbon footprint, the Group continues to invest in photovoltaic systems and energy-efficient infrastructure within its stores.
Supplier's bankruptcy risk
The unprecedented energy crisis, rising transport costs as a result of the wars in Ukraine and Middle East, and rising operating and borrowing costs for businesses create the risk of bankruptcy for some of the company's suppliers. In these circumstances the Company faces the risk of losing advances given for the purchase of products.
As a safeguard from the aforementioned risk, the Company has contractual agreements with a significant number of suppliers, none of which represents an important percentage on the total amount of the advance payments.
Sales seasonality
Due to the specific nature of the Group's products, its sales present high level of seasonality. A significant part of the Group's annual turnover is realised during the Christmas period (28%), while seasonal sales fluctuations are recorded during months such as April (Easter - 12% of annual turnover) and September (beginning of school period- 10% of annual turnover). Sales seasonality demands rationality in working capital management, specifically during peak seasons. It is probable that the Group's inadequacy to deal effectively with seasonal needs for working capital during peak seasons may burden it with additional financial expenses and negatively affect its results and its financial position.
The Group's inability to effectively respond to increased demand during specific peak periods, as well as delays in deliveries, may adversely affect the results for the full financial year. In addition, challenges may arise from external factors, such as, indicatively, the evolution of a pandemic, extreme weather events, disruptions in the operation of ports or trade routes, strike actions, as well as defective or unsafe products.
Dependence on agents-importers
The Company imports its products directly from aboard as exclusive dealer for toy companies, which do not maintain agencies in Greece. Moreover, the Company purchases its products from more than 200 suppliers who operate within the Greek market.
However, the Company faces the risk of losing revenues and profits in case its cooperation with some of its suppliers terminates. Nevertheless, it is estimated that the risk of not renewing the cooperation with its suppliers is insignificant due to the leading position of JUMBO in the Greek market. The potential of such a perspective would have a small effect in relation to the Company's size, since none of the suppliers represents more than 3% of the Company's total sales.
Intensity of competition between companies in the industry
The Group's main competitors include supermarket chains (excluding food segments), retailers of toys, children's products, stationery and seasonal items, as well as their respective online stores. At the same time, the current market landscape may evolve in the future, either through the entry of foreign companies into the markets where the Group operates or through changes in the strategies of existing competitors, including the expansion of their store networks and product assortments. Any intensification of competition, indicatively through price competition and promotional activities, may adversely affect the Group's sales and profitability. The Group closely monitors market developments and adapts its strategy accordingly, in order to maintain and strengthen its position in a dynamically evolving environment.
Dependence on imports
70% of the Group's products come from Asia and especially China. Facts that could lead to cessation of Chinese imports (such as embargo on Chinese imports or increased import taxes for Chinese imports or political-economic crises and personnel strikes in China, capital controls or an epidemic) could interrupt the product supply for the Group's selling points, resulting in a negative effect on the Group's operations and its financial position. Having invested in increasing the number, location and size of warehouses and facilities, the Group can proceed with inventory build-up to deal with delays in the supply chain.
In addition, it is estimated that the risk of non-renewal of the cooperation with one of its suppliers is negligible due to the dominant position that Jumbo maintains in the Greek market. The possibility of such a prospect would have a relatively minor impact on the Company's figures as no supplier represents more than 3% of total sales.
Climate change risk
The assessment of the climate change risk and its associated impacts is a significant matter that the Group takes very seriously into account. The Group has complied with the relevant requirements under the new Directive 2022/2464/EU ("CSRD"), including the evaluation of climate change risks and the establishment of objectives and actions in order to mitigate the impact of their adaption, as detailed in the "Sustainability Statement" in Chapter I of this document.
Other external factors
The continuation of the war in Ukraine, developments in the Middle East, the potential imposition of tariffs, a new health crisis or terrorist attack, as well as the possible implications of a new financial crisis in the Eurozone or in the individual countries in which the Group operates, are factors that cannot be predicted or controlled and may adversely affect the economic, political and social environment, with negative consequences for the Group overall.
D. INFORMATION ON THE COMPANY'S AND THE GROUP'S PROSPECTSJumbo's business model
Jumbo's business model is stable and is based on a straightforward approach, ease of execution and a long-term perspective, creating value over time. The Company's strategy is grounded in real data and long-standing experience, with a strong focus on consistency and operational efficiency.
Jumbo represents a resilient, disciplined and consistently profitable retail business model, with a strong position among consumers and a diversified presence across the markets in which it operates. It operates through a structured, large-scale model, supported by an extensive store network, a well-developed supply chain and a significant level of owned infrastructure, all of which enhance its competitive position and operational efficiency.
In an environment where retail is continuously evolving and influenced by new forms of commerce, the growth of e-commerce and cross-border platforms, Jumbo recognizes that industry dynamics are shaped by consumer needs and ongoing adaptation.
Jumbo aims to maintain and strengthen its leading position in its sector by serving a broad consumer base with well-designed products at competitive prices, while consistently delivering a high-quality in-store experience. Management does not pursue revenue growth at any cost, but remains actively focused on enriching the product range in order to drive sales in an efficient and sustainable manner.
At the same time, the Group's strategic objective is to establish itself as a strong regional player in Southeastern Europe, through disciplined expansion, infrastructure enhancement and the broadening of its presence in the markets in which it operates. Its strong balance sheet, zero bank debt and high liquidity constitute key pillars supporting this strategy.
Reinvestment in Jumbo's business model
With the aim of containing operating costs, Management, where commercially and financially appropriate, opts to acquire full ownership of properties, seeking optimal utilisation and maximisation of capital returns.
Since 2021 and up to date, approximately €75 million have been invested in the acquisition and owner-occupation of nine previously leased stores in Greece and Romania.
The Company's strategy is based on long-term resilience and continuous reinvestment. In this context, Jumbo systematically allocates its excess profits to critical areas, such as the development of logistics infrastructure, the upgrade of IT systems and the expansion of its store network, directly supporting its objective of strengthening its regional presence.
In this framework, Jumbo has entered into a preliminary agreement for the acquisition of a Giga distribution center (60.000 sq.m.) in Romania, aiming to optimise the supply of the country.
In addition, the Group is proceeding with the development of two further distribution centers:
in Thessaloniki (expected completion in 2027, serving Northern Greece and Bulgaria), and
in Oinofyta (expected completion within 2-3 years, serving Greece and international operations).
These investments enhance capacity, improve the efficiency of points of sale and create the necessary infrastructure to support the Group's regional growth. Total investments in distribution centers are expected to exceed €95 million over the next three years.
Strong Retail Footprint and Expansion
As at 31 December 2025, the Group operated a total of 89 hyperstores (53 in Greece, 10 in Bulgaria, 6 in Cyprus and 20 in Romania).
Network expansion is carried out at a disciplined pace, targeting the addition of approximately two new hyperstores per year on average, gradually strengthening the Group's presence in the broader region.
For 2026, the opening of a new store in Romania (Baia Mare) is planned, while in the medium term the expansion strategy is tailored by market, depending on prevailing conditions and available opportunities. In particular:
Romania: Addition of at least one new hyperstore per year, with the objective of doubling the number of hyperstores over the next decade.
Bulgaria: Addition of one new hyperstore within the next two years.
Cyprus: Development of two new stores in the medium term.
Greece: Development of at least four new hyperstores over the next three years.
At the same time, the Group is exploring the development of a new, flexible "pop-up" store format, leveraging experience from similar initiatives implemented by its partners abroad. In contrast to the typical Jumbo hyperstore, which has an average surface area exceeding 9.000 sq.m., these stores will be of smaller scale and will offer a more targeted product assortment.
Pop-up" stores may be developed within successful shopping centers, enhancing consumer accessibility and strengthening the Group's penetration in markets where it already operates through hyperstores.
Subject to the validation of its efficiency, this model could be gradually rolled out across all countries in which the Group operates.
The first store of this type is scheduled to open in Romania (Iași) within 2026, where a Jumbo hyperstore already operates, serving as a pilot implementation of the model.
Strengthening of e-commerce operations
The development of the physical store network is complemented by the strategic strengthening of the Group's e-commerce operations, enabling it to further expand its presence at a regional level.
In this context, the Group systematically strengthens its digital presence across all markets in which it operates, investing in the upgrade of its online stores, the enhancement of user experience and the integration of physical and digital channels. At the same time, it leverages its existing supply chain infrastructure to support the further growth of its e-commerce operations.
The Group is also evaluating the potential to expand its digital presence into markets where it does not currently operate a physical network, aiming to gradually broaden its customer base and further strengthen brand awareness at a regional level. Management plans to launch an online store in Turkey towards the end of 2026.
International Partnerships
Through partnerships, the Group maintains a presence with stores operating under the Jumbo brand in seven countries (Albania, Kosovo, Serbia, North Macedonia, Bosnia, Montenegro and Israel).
It is noted that in March 2026, the sixth Jumbo-branded hyperstore commenced operations in Israel. Fox Group, which holds the exclusive Jumbo franchise agreement in Israel and Canada, plans to expand its store network in Israel by 3-4 stores in 2026. The first Jumbo store in Canada is expected to open in Ontario in early 2027, provided that no complications arise that could delay the opening.
Management continuously evaluates business proposals for potential partnerships in countries outside the Eurozone. In this context, discussions are ongoing with the Balfin Group, which has expressed strong interest in expanding the existing franchise agreement to additional countries.
At the same time, investments in technology, including the modernisation of ERP systems, cybersecurity and the utilisation of artificial intelligence tools, further enhance operational efficiency.
Overall, Jumbo aims to maintain a balanced growth model, based on stability, efficiency and continuous adaptation to market conditions, gradually strengthening its position as a leading regional player and creating long-term value for shareholders, customers and the broader economy.
The Group has set a target to reduce its Scope 2 greenhouse gas emissions (both market-based and location-based) by 7,5% by 2030, using 2024 as the base year, at Group level. Furthermore, in its facilities in Greece, the Group has set a target to reduce emissions by 20% by 2030, using 2023 as the base year.
During 2025, the Group installed 1.612,5 kWp of photovoltaic systems with net metering at its facilities in Romania, which had already been disclosed in the previous financial year. The emissions reduction from the photovoltaic systems installed in 2025 is estimated at approximately 491 tonnes of CO2e. In addition, during 2026, the Group has submitted applications for the installation of an additional 2.175,6 kWp of photovoltaic capacity at its facilities in Greece.
Ε. PROPOSAL FOR DISTRIBUTION OF DIVIDENDSThe Extraordinary General Meeting of shareholders held on 19 March 2025 approved Management's proposal for the payment of an extraordinary cash distribution of € 0,4667 per share (gross), before withholding dividend tax, amounting in total to € 63.499.089,53. The distribution was made from extraordinary reserves arising from taxed and undistributed profits for the financial year 01.01.2023-31.12.2023. Excluding 1.687.198 treasury shares held by the Company, which are not entitled to dividend, the above gross amount corresponded to € 0,4725599412 per share. The net extraordinary cash distribution, after the deduction of 5% withholding tax, where applicable, amounted to
€0,4489319442 per share, and payment to beneficiaries commenced on 31 March 2025.
The Annual General Meeting of shareholders held on 9 July 2025 approved the distribution of a dividend from the profits of the 2024 financial year, amounting to €68.029.879,50, corresponding to 136.059.759 shares, i.e. € 0,50 per share (gross) and €0,4750 per share (net), after withholding tax of 5%, where applicable. Taking into account 1.694.198 treasury shares held by the Company, the above distribution corresponded to € 0,5063044354 per share (gross). The net dividend distribution amounted to
€ 0,4809892136 per share, and payment to beneficiaries commenced on 24 July 2025.
Total cash distributions in 2025 amounted to € 131,5 million.
With regard to intra-group dividend flows, the Board of Directors, by its resolution dated 14 April 2025, approved the distribution of dividends from wholly-owned subsidiaries to the parent company "JUMBO S.A.", as follows: € 25,00 million from "JUMBO TRADING LTD" (Cyprus), relating to profits of financial years 2017-2019, and € 30,00 million from "JUMBO EC.B. LTD" (Bulgaria), relating to profits of financial years 2022-2023. Furthermore, by its resolution dated 30 April 2025, the Board approved a dividend distribution of € 11,00 million from the wholly-owned Romanian subsidiary "JUMBO EC.R. S.R.L.", relating to profits of the 2024 financial year.
It is noted that the Extraordinary General Meeting of shareholders held on 4 February 2026 approved the payment of an extraordinary cash distribution for 2026 amounting to € 0,50 per share (gross), before withholding dividend tax, totalling €67.182.780,50. The distribution was made from extraordinary reserves arising from taxed and undistributed profits of the financial years 01.01.2022-31.12.2022 and 01.01.2023-31.12.2023. The net amount, after the deduction of 5% withholding tax, where applicable, amounted to € 0,4750 per share, and payment to beneficiaries commenced on 30 March 2026.
The Management of the Parent Company intends to propose to the General Meeting, for the financial year 2025, the distribution of a dividend amounting to € 94.055.892,70, corresponding to € 0,70 per share (gross) based on 134.365.561 shares. The net distribution, after the deduction of 5% withholding
tax, where applicable, is expected to amount to € 0,6650 per share. The dividend distribution process will be carried out through a credit institution within the timeframe prescribed by law following approval by the Annual General Meeting of shareholders. The proposed distribution is subject to approval by the General Meeting of shareholders.
F. OTHER INFORMATION AND FIGURES CONCERNING THE GROUP AND THE COMPANYThe number of staff employed as at the end of the financial year 31.12.2025 reached for the Group
7.232 persons, 6.026 of whom permanent personnel and 1.206 seasonal. As at 31 December 2025, the Company employed 4.160 persons 3.057 of whom permanent personnel and 1.103 seasonal, the Cypriot subsidiary JUMBO TRADING LTD employed 610 persons (599 permanent personnel and 11 seasonal), the subsidiary in Bulgaria employed 712 persons (682 permanent personnel and 30 seasonal), and the subsidiary in Romania employed 1.750 persons (1.688 permanent personnel and 62 seasonal).
The basic accounting principles applied are consistent with those applied for the Financial Statements of the previous year 01.01.2024-31.12.2024 with the exception of the new or revised accounting standards and interpretations mentioned in note 3.1 of the Financial Statements that are applicable to the Group.
In December 2024, a final purchase agreement was signed for the previously leased property in Nea Filadelfeia, at a total price of € 9,05 million. A pre-notation of mortgage has been registered on the property, which will be automatically released on July 30, 2026, upon full settlement of the outstanding balance of € 5,7 million.
There are no other collaterals on the fixed assets of the Group and the Company at 31.12.2025.
There are no litigations or arbitration, whose potentially negative outcome might have a significant impact on the Group's and the Company's financial results.
Structure of the GroupThe companies included in the full consolidation of JUMBO S.A. are the following:
Parent Company:
The Societe Anonyme under the title «JUMBO SA» and the distinctive title «JUMBO» was founded in 1986, with current headquarters in Moschato, Attica region (9 Cyprus and Hydras street), has been listed since 1997 on the Athens Exchange and is registered in the Registry for Societes Anonymes of the Ministry of Development with reg. no. 7650/06/Β/86/04 while the Company's number at the General Electronic Commercial Registry (G.E.MI.) is 121653960000. The company has been classified in the Main Market category of the Athens Exchange.
Subsidiary companies:
The subsidiary company under the title «JUMBO TRADING LTD» is a Cypriot limited liability company. It was founded in 1991. Its headquarters are in Nicosia, Cyprus (Avenue Avraam Antoniou 9, Kato Lakatamia of Nicosia). It is registered in the Cyprus Companies' Register, under number Ε 44824. It operates in Cyprus and has the same objective as the Parent, which is retail trade of toys and related items. The parent company holds 100% of its shares and its voting rights.
The subsidiary company in Bulgaria under the title «JUMBO EC.B. LTD» was founded on the 1st of September 2005 as a Single-member Limited Liability Company under the Registration Number 96904, book 1291, of the First Instance Court of Sofia and according to the conditions of the Special Law, under number 115. Its headquarters are in Sofia, Bulgaria (Bul. Bulgaria 51, Sofia 1404). The parent company holds 100% of its shares and voting rights.
The subsidiary company in Romania under the title «JUMBO EC.R. S.R.L.» was founded on the 9th of August 2006 as a Limited Liability Company (srl) under Registration Number J40/7122/2013 of
the Trade Register, with registered office in Bucharest, district 3, Theodor Pallady Avenue, number 51, Centrul de Calcul building 5th floor. The parent company holds 100% of its shares and voting rights.
The subsidiary company under the name "HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT S.A." is a Greek company, with Tax Identification Number (TIN) 998644096 and General Commercial Registry (G.E.MI.) number 007259901000. The company owns the VESO MARE shopping centre in Patras, where a Jumbo store is already in operation. The Parent Company holds 100% of its share capital and voting rights.
GEOFORM LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded on 13.03.2015.
INTROSERVE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019.
INDENE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019.
INGANE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019.
NIVAMO PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 30.06.2023.
The Group's companies, as included in the consolidated financial statements and the consolidation method are the following:
Consolidated Subsidiary | Percentage and Participation | Headquarters | Activity | Consolidation method |
JUMBO TRADING LTD | 100% Direct | Cyprus | Commercial | Full Consolidation |
JUMBO EC.B LTD | 100% Direct | Bulgaria | Commercial | Full Consolidation |
JUMBO EC.R SRL | 100% Direct | Romania | Commercial | Full Consolidation |
HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT S.A. | 100% Direct | Greece | Investment | Full Consolidation |
GEOFORM LIMITED | 100% Indirect | Cyprus | Investment | Full Consolidation |
INTROSERVE PROPERTIES LIMITED | 100% Indirect | Cyprus | Investment | Full Consolidation |
INDENE PROPERTIES LIMITED | 100% Indirect | Cyprus | Investment | Full Consolidation |
INGANE PROPERTIES LIMITED | 100% Indirect | Cyprus | Investment | Full Consolidation |
NIVAMO PROPERTIES LIMITED | 100% Indirect | Cyprus | Investment | Full Consolidation |
Pursuant to the resolution of the Board of Directors of the Company dated 12 December 2025, as well as the resolution of the Board of Directors of its 100% (non-listed) subsidiary "HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2" (hereinafter the "Absorbed Company"), the initiation of the merger process by absorption of the Absorbed Company by the Company (the "Merger") was approved.
The transformation balance sheet date of the Absorbed Company was set as 31 December 2025. The decision No. 4066743ΑΠ/09.04.2026 of the competent G.E.MI. authority, approving the merger by absorption, was registered with the General Commercial Registry (G.E.MI.) on 9 April 2026 under Registration Code Number (KAK) 6019057. Upon completion of the process, the Absorbed Company ceased to exist as a separate legal entity, while all its assets, rights and liabilities were automatically transferred to JUMBO, as the universal successor.
G. TRANSACTIONS WITH RELATED PARTIESThe most important transactions and balances between the Company and the related parties (except physical persons) on 31.12.2025, as defined in IAS 24, are as follows:
Amounts in € THE GROUP THE COMPANY
01/01/2025- | 01/01/2024- | 01/01/2025- | 01/01/2024- | ||||
Sales of merchandise | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |||
Subsidiaries | - | - | 277.491.314 | 255.177.420 | |||
Total | - | - | 277.491.314 | 255.177.420 | |||
01/01/2025- | 01/01/2024- | 01/01/2025- | 01/01/2024- | ||||
Sales of services | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |||
Subsidiaries | - | - | 1.484.083 | 1.318.957 | |||
Total | - | - | 1.484.083 | 1.318.957 | |||
Sales of tangible assets and other | 01/01/2025- | 01/01/2024- | 01/01/2025- | 01/01/2024- | |||
services | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |||
Subsidiaries | - | - | 502.098 | 854.275 | |||
Total | - | - | 502.098 | 854.275 | |||
THE GROUP THE COMPANY | |||||||
01/01/2025- | 01/01/2024- | 01/01/2025- | 01/01/2024- | ||||
Purchases of merchandise | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |||
Subsidiaries | - | - | 3.621.323 | 2.144.211 | |||
Total | - | - | 3.621.323 | 2.144.211 | |||
Purchases of tangible assets and other | 01/01/2025- | 01/01/2024- | 01/01/2025- | 01/01/2024- | |||
services | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |||
Subsidiaries | - | - | 1.315.509 | 1.097.088 | |||
Other Related parties | - | 250.775 | 250.775 | 250.775 | |||
Total | - | 250.775 | 1.566.285 | 1.347.863 | |||
THE GROUP THE COMPANY | |||||||
Receivables | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |||
Subsidiaries | - | - | 7.081.906 | 711.518 | |||
Total | - | - | 7.081.906 | 711.518 | |||
Liabilities | 31/12/2025 | 31/12/2024 | 31/12/2025 | 31/12/2024 | |||
Subsidiaries - - 3.424.644 9.462.304 | |||||||
Total - - 3.424.644 9.462.304
The above amounts of the subsidiaries have been eliminated at the Group level.
The transactions with Directors and with the Board of Directors members at Group and Company level are presented below as follows:
Transactions with Directors and Board Members THE GROUP THE COMPANY
Amounts in euro
01/01/2025-
31/12/2025
01/01/2025-
31/12/2025
Wages and salaries | 841.378 | 438.617 |
Social security cost | 92.682 | 46.820 |
Other fees and transactions with the members of
the Board of Directors (AGM Decision) 1.294.463
1.294.463
Compensation due to termination of employment - -
Total 2.228.523 1.779.899
01/01/2025- | 01/01/2025- | |
Pension Benefits: | 31/12/2025 | 31/12/2025 |
Other Benefits scheme - -
Total - -
Transactions with Directors and Board Members | THE GROUP | THE COMPANY | |
01/01/2024- | 01/01/2024- | ||
Amounts in euro | 31/12/2024 | 31/12/2024 | |
Wages and salaries | 943.439 | 503.152 | |
Social security cost | 93.727 | 47.161 | |
Other fees and transactions with the members of the Board of Directors (AGM Decision) | 1.263.452 | 1.263.452 | |
Compensation due to termination of employment | 5.607 | 5.607 | |
Total | 2.306.225 | 1.819.372 | |
01/01/2024- | 01/01/2024- | ||
Pension Benefits: | 31/12/2024 | 31/12/2024 | |
Other Benefits scheme | 121.564 | 121.564 | |
Total | 121.564 | 121.564 |
No loans have been given to members of Board of Directors or other management members of the Group (and their families) and there are neither receivables from nor liabilities given to members of Board of Directors or other management members of the Group and their families.
There were no changes in transactions between the Company and the related parties that could have significant consequences in the financial position and the performance of the Group and the Company for the corporate financial year from 01.01.2025 to 31.12.2025.
Η. CORPORATE GOVERNANCE STATEMENT FOR THE YEAR 01.01.2025-31.12.2025Statement on Compliance with the Corporate Governance Code
The Company has adopted the Principles of Corporate Governance, as determined by the existing Greek legislation and the international best practices. Corporate Governance, as a set of rules, principles and control mechanisms, in which the company's operation and management are based on, aims at transparency for the investment community, as well as ensuring the interests of the investors and of any other person involved in its operation.
The Company has adopted the Greek Corporate Governance Code (hereinafter "Code") issued in June 2021 of the Hellenic Corporate Governance Council (ESED). This Code is posted at the following
electronic address: https://www.esed.org.gr/web/guest/code-listed while a relevant reference is also available on the Company's website: https://corporate.e-jumbo.gr/en/investor-relations/corporate-governance/statement-of-corporate-governance/.
With respect to the Special Practices of the Code, as applied on the basis of the "comply or explain: principle, the Company adopts and applies the provisions of the effective Greek Legislation.
The Company may deviate from the Special Practices of the Code and the Corporate Governance Principles it applies, for which deviations the Company ensures to properly inform the investing public by posting relevant announcements on the website https://corporate.e-jumbo.gr/enimerosi-ependyton/anakoinoseis-deltia-typou/ola-ta-eti/.
Deviation from the Special Practices of the Code
The Company fully complies with the provisions of the relevant Greek legislation, rules and regulations and its internal corporate values for the development of the applied corporate governance principles and has adapted the requirements defined by the existing institutional framework of corporate governance.
The Company has not adopted some specific practices of the Code as specifically mentioned below. However, it has taken all the necessary actions to facilitate the implementation and compliance with the provisions of Law 4706/2020. In particular, in relation to deviations from the Code, the following issues are noted:
N/A and EKED Special Practices and content
Justification for Deviation
1.15 - 1.16: The Board of Directors establishes its Operation Regulations
At this stage, the Board of Directors' responsibilities and duties in general and of its Members in particular, are sufficiently and analytically described in the Company's Operation Regulations and the applicable Company's Articles of Association.
2.2.21 - 2.2.23: The Chairman is appointed by the independent non-executive members. In the event that the Chairman is appointed by the Non-Executive Directors, one of the Independent Non-Executive Directors shall be appointed either as Deputy Chairman or as Senior Independent Director.
The Deputy Chairman is a non-executive member of the BoD. The Company will consider the appointment of a Senior Independent Director from among the Independent Non-Executive Directors at a subsequent election of the BoD.
It is clarified that this deviation does not materially affect the effective functioning and proper oversight of the Board of Directors, as balance in decision-making is ensured both through the existing Board Committees and the internal control procedures in place.
2.3.7 The Board of Directors shall establish a Remuneration and Nomination Committee which shall have the primary role in the nomination procedure, in the succession plan design for the members of the Board of Directors and Senior Executives.
The Company has an approved Procedure - Framework for the succession plan of the Members of the Board of Directors and the CEO, but not for the Senior Management. The Company is oriented towards updating this Process - Framework in due course to include Senior Executives.
Main Characteristics of Internal Control and Risk Management System regarding the Preparation of Financial Statements.
The Company has in place Operation Regulations, amended by the decision of the Board of Directors on 30.12.2024, in order to adapt to the amendments of the current legislation on corporate governance, including the provisions of Law 4548/2018 and article 44 of Law 4449 / 2017 as amended and effective (regarding the responsibilities of the Audit Committee). The Operation Regulations have the minimum content referred to in article 14 of Law 4706/2020, as now in force and are in accordance with the corporate governance statement of the Company and the Corporate Governance Code adopted and implemented by the Company.
In the context of Corporate Governance, the Company has, among other things, adopted, in addition to the Internal Rules of Operation, the following:
Code of Ethics and Business Conduct
Board of Directors Members Sutability Policy
Diversity Policy
Evaluation Policy of the Board of Directors, the CEO and the BoD Committees
Remuneration Policy
Reporting Management Policy
Risk Management Policy
Policy for preventing and addressing violence and harassment at work
The Internal Control System (ICS) consists of Controls that facilitate the proper operation of the Company.
Based on paragraph 2, article 4, Law 4706/2020, the Board of Directors ensures adequate and efficient operation of the Company's ICS, which mainly aims at the following objectives:
consistent implementation of the business strategy, relying on effective use of available resources,
recognition and management of the significant risks associated with the Company's business operations,
effective operation of the Internal Control Service,
ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and preparation of reliable financial statements, as well as its non-financial statement in case article 151 of Law 4548/2018 is applicable,
compliance with the regulatory and legislative framework, as well as the internal regulations governing the Company's operations.
The Company's Internal Control System is a set of policies, procedures, duties, behaviours and other items that characterize the Company, implemented by the Board of Directors, the Management and all the Company's personnel. The Internal Control System consists of control mechanisms and Internal Controls targeting at the Company's smooth operation, aiming at:
Effective and efficient operation of the Company, so that it could appropriately address the risks related its business objectives. Protecting the Company's assets from any misuse or damage, including prevention and detection of potential fraud.
Ensuring the reliability of the financial information provided, both inside and outside the
Company.
Compliance with applicable laws and regulations, including the internal corporate policies.
The Company's main objective is constant development, improvement and upgrading the Internal Control System since the environment, in which the Company operates, is constantly changing.
The areas that are evaluated are the following:
Control Environment
Control Environment consists of all the structures, policies and procedures that provide the basis for the development of an effective Internal Control System as it provides the framework and structure for achieving the fundamental objectives of the Internal Control System. Essentially it is the summary of many individual elements that determine the overall organization and the Company's management and operation. The review of the Control Environment includes in particular the integrity, ethical values and behavior of the Company's Management, the organizational structure of the Company, the structure, organization and mode of operation of the Board of Directors and its committees, the operation of the top executive management and the way it establishes, under the supervision of the Board of Directors, the appropriate structures, reference lines, areas of responsibility and competence to achieve the Company's objectives, the practices of recruitment, remuneration, training and evaluation of the performance of the Personnel.
Risk Management
It concerns reviewing the procedures of identification/assessment of the risks, management
/response of the Company to them and monitoring the development of the risks.
Control Mechanisms and Controls
It concerns reviewing of the control mechanisms of the critical controls, with emphasis on the controls related to issues of conflict of interest, segregation of duties and governance and security of the Information Systems.
Information and Technology
It concerns reviewing of the development process of the financial and non-financial information, as well as reviewing of the critical internal and external communication procedures of the Company.
Monitoring the Internal Control System
A review of Company's structures & mechanisms is conducted that are in charge of evaluation of Internal Control System and reporting the findings for correction or improvement. In particular, the operation of the Audit Committee, Internal Audit Unit (IAU), Regulatory Compliance Unit are reviewed.
The following bodies are in charge of monitoring compliance with the Internal Control System are: the Audit Committee and Internal Audit Unit. The Audit Committee of the Company operates in accordance with the provisions of article 44 of law 4449/2017 as amended by article 74 of Law 4706/2020, the provisions of the Code and the Rules of Operation of the Audit Committee. The main objective of the Audit Committee is to assist the Board in supervising the financial reporting, the procedures regarding statutory auditors' appointment and operation, the Internal Control System and its implementation, organization and operation of the Company's Internal Audit Unit, the Company's compliance with legal and regulatory requirements as well as its compliance with the Code of Ethics and Business Conduct. The Audit Committee has full access to every sector of the Company required to perform its duties and the Company makes available to the Audit Committee anyone the Audit Committee deems necessary. Whenever required, the necessary resources are available to the committee to facilitate its operations.
Main duties and responsibilities of the Audit Committee are set in the internal regulations, posted on the company's website https://corporate.e-jumbo.gr/Uploads/Documents/CharterΟfOperations/AuditCommittee_2024.pdf).
Considering the "Three Lines of Defence Model", the Company has in place a Regulatory Compliance Unit and a Risk Management Unit on the second line, while the Internal Audit Unit occupies
the third line.
The Internal Audit Unit operates in the way prescribed by Law 4706/2020 (as effective) on corporate governance. It is accountable to the Board of Directors through the Audit Committee.
The Internal Audit Unit operates as an independent and objective advisory service. Its responsibilities include evaluating and improving risk management and internal control systems, as well as verifying compliance with the established policies and procedures as defined by the Company's Internal Regulations, the applicable laws and legal provisions.
With regard to transactions between related parties, the Internal Audit Unit verifies, that before the transaction of any amount, the Board has received all the necessary information and that the necessary recommendations and approvals have been given from the departments involved.
Regarding the preparation of Financial Statements, the Company has invested in the purchase, development and maintenance of advanced computer systems based on the company's needs. Through a series of safeguards, the systems ensure the fair representation of the financial results for the preparation of financial statements (consolidated, separate). Cross-checks are performed and controls are implemented in order to eliminate data concerning intra-group transactions, receivables, liabilities, etc.. Consolidation journal entries are performed and the financial statements as well as information tables contained in the Financial Report are generated.
Financial statements are prepared and published on half year and annual basis (separate and consolidated) in accordance with International Financial Reporting Standards as adopted by the European Union and in accordance with applicable laws and regulations. All financial statements are approved by the Board of Directors prior to their publication.
The Company's Management is daily informed about the progress of sales, costs / expenses and other details that define and redefine the strategy and the objectives of the Company, as they have been planned and budgeted accordingly with comparable figures from the previous year and period.
The Group is exposed to various financial risks such as market risk (variation in foreign exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The Group's risk management policy aims at limiting the negative impact on the company's financial results which results from the inability to predict financial markets and the variation in cost and revenue variables.
The Board of Directors examined the main risks regarding the Company, as well as its Internal Control System. Moreover, there are mechanisms that support the evaluation and review of the Internal Control System by the Board of Directors such as the Audit Committee and the Remuneration and Nomination Committee.
Risk management policy is performed by the Management of the Group which evaluates the risks related to the Group's activities, plans the methodology and selects suitable derivative products for risk reduction. Analytical reference is made in section C. "RISK MANAGEMENT" of the present report.
The Company has a Risk Management Unit (RMU), whose objective is to develop an operational framework at all organizational levels, for identification, assessment and management of the risks faced by the Company. The Risk Management Unit ensures that the risks assumed by the Company's units are in line with its readiness to undertake risks and the tolerance limits that the top management determines and shapes. The Risk Management Unit provides guidance and support services to the Company to ensure adequate and effective risk management.
The Risk Management Unit is headed by the Risk Management Officer. The Risk Management Unit has an operational reporting line to the Board of Directors, while administratively it reports to the CEO.
The Company has established the Internal Rules of Operation of the Risk Management Unit, which analytically describes its responsibilities. The aforementioned Internal Rules of Operation have been approved by the Company's Board of Directors.
At the same time, the Company has a Regulatory Compliance Unit, charged with the following indicative responsibilities: (a) monitoring the legal and regulatory framework that governs the
Company's operations and the Articles of Association and in particular the laws concerning the Stock Exchange and the Capital Market, providing relevant information to the Units, Directorates and Departments of the Company and training of the Staff, (b) identifying potential weak points and risks in terms of compliance and cooperation with the Units, Directorates and Departments of the Company in order to mitigate the risk, (c) establishing and implementing appropriate and updated policies and procedures, aimed at timely achieving complete and constant compliance of the Company with the current regulatory framework and (d) collaborating with the Company's Management regarding implementation of the appropriate disciplinary measures , in the event of compliance violations, including Staff training.
The Regulatory Compliance Unit is headed by the Regulatory Compliance Officer and is accountable to the Board of Directors and administratively to the CEO. Annually, it submits an Action Plan and the Annual Report to the Board of Directors for approval.
The Company has established the Regulatory Compliance Unit Operation Regulations analytically describing its responsibilities. The aforementioned Internal Rules of Operation have been approved by the Company's Board of Directors.
The Internal Control System assessment
Following a decision of its Audit Committee, the Company assigned "Grant Thornton S.A., Certified Auditors and Business Advisors" to perform an engagement titled "Provision of Internal Control System Evaluation Services", with the objective of assessing the adequacy and effectiveness of the Company's Internal Control System ("ICS") of "JUMBO S.A." as at 31 December 2025, covering the period from 1 January 2023 to 31 December 2025, in accordance with the provisions of article 14, paragraph 3 (case i) and paragraph 4 of Law 4706/2020 and Decision No. 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission, as in force (the "Regulatory Framework"). The evaluation was conducted in accordance with International Standard on Assurance Engagements (ISAE) 3000 "Assurance Engagements other than Audits or Reviews of Historical Financial Information" and the regulatory framework as specified in the audit programme issued by the Accounting and Auditing Oversight Board (ELTE) pursuant to its decision No. 278/16.01.2026.
The evaluation of the Internal Control System was successfully completed in March 2026 and covered the following areas: Control Environment, Risk Management, Control Activities and Safeguards, Information and Communication Systems, as well as Monitoring of the Company's Internal Control System.
The conclusion of the Independent Evaluator, Ms Athina Moustaki, Certified Auditor (SOEL Reg. No. 28871) and Partner at Grant Thornton, as included in the final report dated 27 March 2026 on the adequacy and effectiveness of the ICS, states that, based on the work performed and the evidence obtained, no deficiencies were identified that could be considered material weaknesses in the Company's Internal Control System, in accordance with the Regulatory Framework.
This outcome further confirms that the Company remains in continuous compliance with the applicable legal and regulatory framework governing the Internal Control System and adopts best practices to ensure its lawful and effective operation.
Reassessment Statement
The Board of Directors conducts an annual review of the Internal Control System, the Company's corporate strategy and the principal business risks affecting the Company. For the financial year 01.01.2025-31.12.2025, the Board of Directors carried out the annual review of the Internal Control System, the corporate strategy and the key business risks affecting the Company, and confirmed their effectiveness for the year under review.
Assessment of the Corporate Governance System (CGS)
In accordance with its obligations under article 4, paragraph 1 of Law 4706/2020, the Board of Directors assessed the implementation and effectiveness of the Company's Corporate Governance System as at 31
December 2025.
In the context of the above assessment, the Board of Directors assigned, inter alia, Grant Thornton S.A., Certified Auditors and Business Advisors, to perform an independent evaluation of the adequacy and effectiveness of the Company's Corporate Governance System, with reference date 31 December 2025.
The evaluation was conducted based on the assurance procedures programme set out in decision I'73/08b/14.02.2024 of the Supervisory Board of the Institute of Certified Public Accountants of Greece, in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), "Assurance Engagements other than Audits or Reviews of Historical Financial Information".
The evaluation was successfully completed in March 2026 and covered: (a) the adequacy and effectiveness of the Internal Control System, including risk management and compliance systems, (b) procedures for the prevention, identification and management of conflicts of interest, (c) mechanisms for communication with shareholders, facilitating the exercise of their rights and active engagement, and (d) a remuneration policy aligned with the Company's strategy, long-term interests and sustainability.
The Independent Evaluator, Ms Athina Moustaki, Certified Auditor (SOEL Reg. No. 28871) and Partner at Grant Thornton, concluded that no material weaknesses were identified in the Company's Corporate Governance System.
Information under (c), (d), (f), (i) and (k) paragraph 1 of Article 10 of Directive 2004/25/EC as at 21 April 2004 regarding takeover bids as long as the company is subject to the above directive.
During the financial year 01.01.2025-31.12.2025, Jumbo entered into a Share Sale and Purchase Agreement with EUROBANK S.A. for the acquisition of 100% of its subsidiary "HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2" ("HERALD 2"), owner of
the VESO MARE shopping centre located on Akti Dymaion Street in Patras, where Jumbo already operates a store. Following the above, Jumbo became the sole shareholder of HERALD 2, holding 100% of its voting rights, which are attached to 196.036.762 ordinary registered shares with a nominal value of
€0,04 each. Further information is provided in Note 5.10.1 of the Annual Financial Statements.
Information on the way of functioning of the General Meeting of shareholders and its key authorities, description of shareholders' rights and the way they are exercised.
The procedures and rules of convening, participating and decision-making by the General Meeting, as well as its responsibilities are regulated in detail by the provisions of the Articles of Association of the Company and the Law 4548/2018. The Board ensures that the preparation and conduct of the General Meeting of shareholders facilitate the effective exercise of shareholder rights that shall be timely and fully informed on all matters relating to their participation in the General Meeting, including the agenda and their rights during the General Assembly. The Board uses the Annual General Meeting of shareholders to facilitate the effective and open dialogue within the Company.
Taking into consideration the legal requirements of Law 4548/2018, the Company publishes on its website the following information in Greek and English languages at least 20 days prior to the General meeting:
it,
the date, time and location of the General Meeting and the way the shareholders participate in
key attendance rules and practice, including the right to put items on the agenda, the right to
ask questions, and deadlines by which those rights may be exercised;
voting procedures, proxy procedural terms and the forms to be used for proxy voting;
the proposed agenda of the meeting, including resolutions and accompanying documents;
the proposed list of candidates for BoD membership, if applicable, and their biographies;
the address of the Company's website where the information required in compliance with paragraphs 3 and 4 of article 123 of Law 4548/2018 is available, and
the total number of outstanding shares and voting rights at the date of the invitation.
At the least, the Chairman of the Company's Board of Directors, the Vice-chairman and the Chief Executive Officer attend the General Meeting of shareholders and are available to answer shareholders' questions relevant to their responsibilities. The Chairman of the General Meeting of shareholders allows sufficient time to deal with shareholders' questions.
The results of voting on each resolution, are available on the Company's website at the latest within five (5) days after the General Meeting of shareholders. For each decision, the number of shares for every valid vote is mentioned , the ratio of the share capital represented by those votes, the total number of valid votes and the number of votes for and against every resolution as well as the number of abstentions.
Key authorities of the General Meeting
The General Meeting of the Company's Shareholders is its supreme body. The decisions of the General Meeting are also binding for the shareholders who are absent or disagree. The General Meeting of Shareholders decides, indicatively, on the following:
Any issue submitted to it by the Board of Directors or by those authorised to call for the General Meeting in accordance with the legal provisions or the Articles of Association,
Amendments to the Articles of Association. Such amendments concern increase or decrease in share capital, the Company's liquidation, extension of its term of operations and potential mergers,
Election of the members of the Board of Directors and the auditors
Approval of the Remuneration Policy of the Company, according to Law 4548/2018
Election of the members of the Company's Audit Committee, in accordance with the special provisions of Law 4449/2017 and the Company's Audit Committee Operating Regulations,
Approval or revision of the annual financial statements prepared by the Board of Directors and distribution of net profits,
Approval of the overall management of the Board of Directors and releasing the auditors from any liability following the approval of the annual financial statements and the report of the Board of Directors on the Company's general corporate activities.
Appointment of liquidators in case of the Company's liquidation. Filing lawsuit against members of the Board of Directors or the auditors for violation of their duties arising from the legislation and the Articles of Association.
Rights of shareholders and way of their exercise
Shareholders who are registered in the records of the organization keeping the company securities participate in and vote at the Company's General Meeting. The exercise of these rights does not require binding of shares of the beneficiary or following a similar procedure. A shareholder participates in the General Meeting and votes either in person or through representative (proxy).
The rights of the Company shareholders, arising from their shares are proportional to the percentage of capital, which represents the paid-in share value. Each share confers the rights under the Law 4548/2018 as amended and effective as well as under the Company Articles of Association.
Composition and functioning of the Board of Directors and any other administrative, management or supervisory bodies or committees of the Company.
The Board of Directors is the supreme governing body of the Company, which administers the management of its assets and essentially forms its strategic and development policy.
The Board of Directors makes decisions on the management of corporate affairs and management of the assets and supervises all the company operations and particularly the activities of the
members and executives of the company assigned with the relevant executive responsibilities by the Board itself.
The Board of Directors makes decisions on matters relating to the remunerations paid to the Company's management , internal auditors as well as the general policy of the company's remuneration decided upon by the Board of Directors collectively except for those that are decided by the Annual General Meeting of Shareholders.
The Board of Directors defines and supervises implementation of the corporate governance system under the provisions 1 to 24 of Law 4706/2020, monitors and periodically evaluates - at least every three (3) financial years - its implementation and effectiveness, taking appropriate actions to address deficiencies. At the same time, the Board of Directors ensures adequate and efficient operation of the Company's Internal Control System.
The functions and responsibilities of the Board are described in detail in the effective Articles of Association (hereinafter referred to as "AA"), which include the following articles:
Composition, term of office (Article 10 of AA)
Members of the Board of Directors (Article 10 of AA)
Convening and Composition of the Board of Directors (Article 11 of AA)
Responsibilities and duties of the members of the Board of Directors (Article 11 of AA)
Company representation by the Board of Directors (Article 17 of AA)
Resignation, retirement and replacement of the Board of Directors members (Article 12 and 13 of AA)
Board of Directors quorum and Decision Making (Article 14 of AA)
Minutes of the Board of Directors (Article 15 of AA)
Responsibilities of the Board of Directors (Articles 16 and 17 of AA)
Procedure and prerequisites of Remuneration of the Board of Directors members (Article 18 of AA)
Prohibition of competition (Article 19 of AA)
Liabilities, obligations and responsibilities of Board of Directors members (Article 20 of AA)
as well as in the Company's Regulations. The Board of Directors is supported by a Corporate Secretary who is appointed and removed by the Board of Directors of the Company.
The Board of Directors discusses the issues related to the overall business strategy of the Company and annually reviews the corporate strategy, the main business risks and the internal control system. The Chairman chairs at all the meetings of the Board of Directors, organizes and directs its work and is accountable to the annual Regular General Meeting of the Company's shareholders.
The Chairman's responsibilities are recorded in the Company's Articles of Association and indicatively presented below as follows:
Chairing the Board of Directors and ensuring that the open dialogue and effective contribution of the individual members are encouraged at the meetings, while sufficient time is devoted to critical issues.
Encouraging the dialogue between the Company, its shareholders and other stakeholders, and ensuring that the Board of Directors fully understands the concerns of shareholders and other stakeholders.
Defining the items on the agenda, scheduling meetings in a way that ensures presence of the majority of the Board of Directors members and timely dispatching to the members the material necessary to enhance effective dialogue and decision making.
The Chief Executive Officer is a member of the Company's Board of Directors and his/her position is not incompatible with the position of the Chairman of the Board of Directors when the latter is an executive member of the Board of Directors. It is clarified that under Par. 2, Article 8, Law 4706/2020, in case the Board of Directors appoints one of the executive members of the Board of Directors as Chairman, the Deputy Chairman of the Board of Directors is appointed out of non-executive members.
The Chief Executive Officer makes the necessary decisions in the context of the provisions governing the Company's operations, its approved programs and budgets and its business and strategic plans.
When exercising the management authority, assigned to him/her under the Articles of Association or by the Board of Directors, the Chief Executive Officer takes care to fulfill the objective, for which the Company was established, in accordance with the current legislation. The Chief Executive Officer shall also give basic priority to meeting the social objectives during the Company's operations.
The Chief Executive Officer exercises all the essential administrative responsibilities and all the other responsibilities assigned to him/her by the Board of Directors. Indicatively, the Chief Executive Officer:
Submits to the Company's Board of Directors proposals and recommendations required for the implementation of the objective as recorded in Article 4 of the Company's Articles of Association.
Decides on preparation of the contracts up to the amount determined by the decision of the Board of Directors
Executes the decisions of the Board of Directors
Recommends agenda items to the Board of Directors as well as off-agenda items with the consent of the Chairman of the Board of Directors
Decides on the internal organization and takes all the necessary measures to fully use and upgrade the staff professional skills and qualifications
The Chief Executive Officer can delegate part of his/her responsibilities provided by the Board of Directors to the Directors or other employees of the Company.
The composition of the Board of Directors maintains sound balance between the number of independent and non-independent and executive and non-executive members. The Company has assessed the size of the Board of Directors as adequate. Independent, non-executive members of the Board of Directors have the appropriate knowledge and the required experience and are able to provide the Board of Directors with independent and unbiased opinions.
The new Board of Directors of the Company was elected by the Annual General Meeting of shareholders by its resolution dated 9 July 2025 and was constituted as a body on the same date, comprising thirteen (13) members. As at 31 December 2025, the Board of Directors (whose term commenced on 9 July 2025) consisted of four (4) executive members, two (2) non-executive members and seven (7) independent non-executive members, with a two-year term of office expiring on 8 July 2027, which is extended until the deadline within which the next Annual General Meeting must be convened and until the relevant resolution is adopted. Its composition is as follows:
Four (4) executive members:
Apostolos-Evangelos Vakakis, Chairman, Executive Member
Konstantina Demiri, Chief Executive Officer, Executive Member
Polis Polykarpou, Executive Director, Executive Member
Sofia Vakaki, Executive Member
Two (2) non-executive members:
Dimitrios Kerameus, Vice-Chairman, Non-Executive Member
Fotios Tzigkos, Non-Executive Member