Consolidated report 2025

PROMATERIS ANNUAL REPORT CONSOLIDATED 2025

CUPRINS

ABOUT PROMATERIS GROUP 4

DESCRIPTION OF THE ISSUER'S ACTIVITY 4

MANAGEMENT STRUCTURES 5

SHAREHOLDERS STRUCTURE 6

PROMATERIS ON THE BUCHAREST STOCK EXCHANGE 6

EMPLOYEES 7

ON THE ENVIRONMENT 8

KEY EVENTS 2025 8

COMPANY DIGITIZATION 10

CERTIFICATIONS 10

DIVISIONS 11

MAIN SALES MARKETS AND DISTRIBUTION METHODS 11

MAIN PRODUCTS 12

R&D 13

COMPETITIVE SITUATION 13

SUPPLIERS 13

FINANCIAL ANALYSIS 15

MAIN RESULTS OF THE EVALUATION OF CONSOLIDATED ACTIVITY 15

EVOLUTION OF INDIVIDUAL SALES 15

MAIN OPERATIONAL INDICATORS 15

ACQUISITIONS AND DISPOSALS OF ASSETS 15

TANGIBLE ASSETS OF THE ISSUER 16

DIVIDEND POLICY 16

PROFIT AND LOSS ACCOUNT 18

BALANCE SHEET 19

CASH FLOW 20

MANAGEMENT STATEMENT 21

Promateris Group is the regional market leader in the production and distribution segment of packaging with a low carbon footprint and a player with over 60 years of experience in technical compound industry.

Promateris was founded in 1957 under the name of the Intreprinderea de Mase Plastice Bucuresti. Since 1990, it has operated as a joint-stock company named "PRODPLAST" SA based on Government Decision no. 1200 / 12.11.1990, in accordance with the provisions of Law no. 31/1990 for commercial companies, republished with subsequent amendments and supplements. In 2020, Prodplast became Promateris , following an extensive rebranding project.

Starting with 2017, Promateris group adopted a new model of business, heading to production of sustainable alternate solutions to single-use plastic products, thus becoming a leader in product innovation . In the same year, Biodeck company was founded , where Promateris is the majority shareholder, a company specialized in the distribution of sustainable packaging and solutions for the circular economy. Thus, the group Promateris has embarked on an ambitious accelerated growth plan, replacing a business model, plastic based and commoditized, with one based on product innovation, R&D and the development of high-value added products.

Promateris has a portfolio of products with reduced carbon footprint and a sustainability strategy aligned with the principles of the European Green Deal. The company's products are aligned with legislation and directives of the European Union that have the scope to reduce the use of single-use plastic.

Investments in state-of-the-art equipment, in the R&D department and special attention that Promateris shows towards the quality of its products, have transformed the company into a preferred supplier of the retail segment in Central and Eastern Europe. Clients portfolio includes the retail market leaders from Romania, Moldova, Greece, Bulgaria, Serbia, etc. In recent years, Promateris has developed international partnerships with renowned research centers in Europe, with top manufacturers in the sustainable packaging industry, but also with manufacturers of equipment specialized in the pursuit of innovative solutions, with reduced carbon footprint. These partnerships position Promateris among the companies with the most developed portfolios of biodegradable and compostable packaging products.

Promateris operates 2 business divisions:

• Biodegradable and compostable packaging (Bioplastics) - intended for the retail segment, traditional trade or industrial manufacturers

• Bio-Compounds and recycling - intended for other types of industrial producers

‌MANAGEMENT STRUCTURES‌

The Promateris SA company is managed in a unitary system by a Board of Directors elected by the General Meeting of Shareholders, by secret vote.

Its composition starting 04.10.2023 is as follows:

The position of General Manager was assigned by the Board of Directors to Mr. Tudor Alexandru Georgescu. Deputy General Manager is Ms. Maria Desmirean, Economic Manager Mr. Luca Gheorghe and BIO Production Manager Ms. Miu Florentina.

None of the persons holding positions as members of the Board of Directors or the Executive Team have been involved in the last 5 years in litigation or administrative procedures related to their activity within Promateris SA.

‌SHAREHOLDERS STRUCTURE‌

Promateris SA is a joint stock company incorporated in accordance with the laws of Romania. Promateris is a company listed on the Bucharest Stock Exchange under the stock symbol PPL. The share capital of Promateris as of December 31, 2025 was 2,869,749.90 lei, divided into 28,697,499 shares with a nominal value of 0.1 lei per share.

The shareholding structure as of December 31, 2025 is presented below:

‌PROMATERIS ON THE BUCHAREST STOCK EXCHANGE‌

Since August 1997, the shares issued by SCPromateris SA are traded on the BVB regulated market, STANDARD category, symbol PPL. Securities issued by the company are not traded on markets in other countries.

During 2025, 74,854 PPL shares were traded, and the price of PPL shares ranged from a low of 5.2 lei per share on 05/15/2025 and 05/20/2025, to a high of 7.2 lei per share on 09/09/2025. The closing price on the last trading day, 12/30/2025, was 6.55 lei per share.

Promateris complies with the legal provisions in force regarding transparency and the continuous provision of information to shareholders and investors on the capital market. During 2025, the financial communication calendar was respected and the legal reports were submitted to the capital market bodies, the Financial Supervisory Authority - Financial Instruments and Investments Sector and the Bucharest Stock Exchange.

‌EMPLOYEES‌

Promateris:

On 31.12.2025, the total number of employees at Promateris SA was 126, din care:

• 36 skilled workers,

• 22 employees with superior studies,

• 21 foremen and technicians,

• 47 salariați cu studii medii și Alte încadrări.

  During 2025 38 employees left :

• by pension of 1 person,

• expirare contract de munca period de proba 5 personae,

• as a result of the expirarii contractului pe period determminata 2 personae,

• prin Acordul partilor 14 personae

• resignation of 14 people

• 2 person concession

• 35 people were hired.

Biodeck

On 31.12.2025, the total number of employees at Biodeck SA was 15 employees, of which: 7 employees with higher education, 6 employees with medium studies, 2 employees in senior management.

During 2025, 4 employees left (2 people based on mutual agreement, 1 person in retirement, 1 person in the probationary period) and 2 new hires were done.

Promateris Recycling:

On 31.12.2025, the total number of employees at Promateris Recycling SA was 1 employee, of which: 1 employee with superior studies.

During 2025, no employee has left..

‌ON THE ENVIRONMENT‌

Promateris SA carries out its production activity based on Environmental Authorization No. 257/15.05.2013 issued by the Ministry of Environment and Climate Change, Bucharest Environmental Protection Agency.

Promateris aims to intensify its concerns regarding keeping environmental aspects associated with its activities under control to ensure compliance with legal requirements by:

• increasing the volume of manufacturing products from biodegradable materials, a measure with a direct impact on environmental protection;

• increasing sales of goods made from biodegradable materials;

• minimizing the quantities of waste generated and managing them safely when their

  occurrence cannot be avoided;

• reducing emissions of pollutants into the atmosphere;

• reducing the consumption of natural resources by reusing recycled materials, both from our own production and through purchases from outside the company.

‌KEY EVENTS 2025‌

Transactions of the type listed in art. 108 of Law no. 24/2017

30.01.2025 The company published the independent auditor's report on transactions concluded with affiliated parties in the second semester of 2024.

Publication of Preliminary Financial Report 2024

28.02.2025 - PROMATERIS SA published the Preliminary Financial Statements for 2024, unaudited.

Publication of Semi-Annual Report for Q1 2025

15.05.2025 PROMATERIS SA published the Administrators' Report for Q1 2025 and the Individual and Consolidated Financial Statements as of 30.03.2025.

Ordinary General Meeting of Shareholders of 29.04.2025

29.04.2025 - Following the votes of 96.09% of the total voting rights, with the unanimity of the shareholders present or who voted by correspondence, the shareholders of the Company adopted a number of decisions, including:

• Approval of the individual and consolidated financial statements for 2024, approval of the Reports of the Board of Directors for 2024, approval of the income and expenditure budget and the activity plan for 2025, distribution of the result of the 2024 financial year;

• Election of BDO AUDIT SRL as auditor of the Company's financial statements, for the year 2025, for a 3-year term and empowerment of the Board of Directors to establish the contractual conditions for the exercise of the financial audit.

  Auditor's report, according to art. 108 of Law no. 24/2017, for H1 2025

  31.07.2025 PROMATERIS SA published the Independent Auditor's Report on the analysis of transactions reported for the first semester of 2025, according to art. 108 of Law no. 24/2017.

  Publication of Semi-Annual Report for H1 2025

  29.08.2025 PROMATERIS SA published the Administrators' Report for H1 2025 and the individual and consolidated financial statements as of 30.06.2025.

  Publication of Semi-Annual Report for Q3 2025

  17.11.2025 PROMATERIS SA published the Directors' Report for Q3 2025 and the individual and consolidated financial statements as of 30.09.2025.

  Extraordinary General Meeting of Shareholders of 11.12.2025

  11.12.2025 - Following the votes of 70.34% of the total voting rights, with the unanimity of the shareholders present or who voted by correspondence, the Company's shareholders adopted a number of resolutions, including:

• Approval of the ratification of the Credit Agreements, the addenda thereto and the guarantees established in connection with these credit agreements, concluded by Mr. Tudor Alexandru Georgescu, General Manager of the Company, with the approval of the Board of Directors, in the name and on behalf of the Company, during 2024 and until the date of this decision, pursuant to the rights and powers granted to him according to the provisions of the Decision of the Extraordinary General Meeting of Shareholders of the Company dated 04.10.2023, with the banks ING Bank NV, Unicredit Bank SA, CEC Bank SA

• Approval of the authorization of Mr. Tudor Alexandru Georgescu, General Manager of the Company, to represent the Company, in order to contract loans whose cumulative value will not exceed the amount of 20 million EURO, equivalent in RON, starting with 15.12.2025 and until 31.12.2027, in order to finance the Company for activities such as, but not limited to: co-financing projects from funds,

  reimbursable or non-reimbursable, national, European or international, state aid, etc., development of investment projects of the company, necessary working capital, resizing or refinancing of existing credit contracts, as well as, as the case may be, the acquisition, alienation, exchange or provision of certain assets of the Company as collateral for these (including real estate assets and/or equipment), with the approval of the Board of Directors for each distinct operation

• Approval of the mandate of Mr. Tudor Georgescu, General Manager, as representative of Promateris SA in the Promateris Recycling SA AGM, with the mandate to vote for the dissolution of Promateris Recycling SA pursuant to art. 235 and art. 237 paragraph 1 of the Companies Law and discretionary on the remaining items on the agenda, as well as to act, individually, in the name and on behalf of the Company, to conclude and/or sign on behalf of the Company any necessary document and to carry out all legal formalities for the registration, publicity, enforceability, execution and publication of the decisions adopted in any Promateris Recycling SA AGM, as well as for any other public or private entities, as may be necessary, useful or advisable in this regard, to finalize the dissolution of Promateris Recycling SA.

• Approval of the mandate of Mr. Tudor Georgescu, General Manager, as representative of Promateris SA in the Promateris Packaging SA AGM, with the mandate to vote for the dissolution of Promateris Packaging SA pursuant to art. 235 and art. 237 paragraph 1 of the Companies Law and discretionary on the remaining items on the agenda, as well as to act, individually, in the name and on behalf of the Company, to conclude and/or sign on behalf of the Company any necessary document and to carry out all legal formalities for the registration, publicity, enforceability, execution and publication of the decisions adopted in any Promateris Packaging SA AGM, as well as for any other public or private entities, as may be necessary, useful or advisable in this regard, to finalize the dissolution of Promateris Packaging SA.

  Transactions according to art. 108 of Law no. 24/2017

  30.12.2025 PROMATERIS SA informs shareholders and investors regarding the extension of the Loan Agreement with the shareholder Floreasca Development until 31.12.2026.

  Auditor's report, according to art. 108 of Law no. 24/2017, for H2 2025

  30.01.2026 PROMATERIS SA published the Independent Auditor's Report on the analysis of transactions reported for the second semester of 2025, according to art. 108 of Law no. 24/2017.

  LITIGATIONS

  The company has no significant litigation.

  ‌COMPANY DIGITIZATION‌

  In 2025, Promateris continued the implementation of an ERP specialized for the packaging industry.

  ‌CERTIFICATIONS‌

  Promateris attaches great importance to top management practices, the safety of our employees, the environment, but also the quality of the products we produce in our factory in Buftea. The product certifications held by Promateris are certified by TUV Austria and attest to the biodegradability and compostability of our products. Promateris operates based on the best practices in the industry and has obtained/renewed the following certifications: Food Safety System Certifications 22000, ISO 9001 (Quality Management System), ISO 14001 (Environmental Management Systems), ISO 45001 (Occupational Health & Safety).

  PROMATERIS' BUSINESS MODEL

  ‌DIVISIONS‌

  Promateris operates 2 business divisions

  • Biodegradable and compostable packaging (Bioplastics) - intended for the retail segment, traditional trade or manufacturers

  • Bio-technical compounds (Biocompounds) - intended for internal use through vertical integration but also for sale to other biodegradable packaging manufacturers in markets where we do not compete directly with the products from the Bioplastics division. This division also includes the recycling part.

    
    
    

    ‌MAIN SALES MARKETS AND DISTRIBUTION METHODS‌

    Promateris currently delivers its products to customers in the following markets:

    
    
    

  • Romania

  • France

  • Spain

  • Italy

  • Poland

  • Hungary

  • Ukraine

  • Austria

  • Greece

    The sales volume on the Romanian market represents 49% of the turnover, and on the foreign market 51%. On the foreign market, the company maintains contact with traditional customers, who know and promote Promateris products. At the same time, it is constantly working to identify new customers in order to increase export sales.

    Promateris clients generally fall into one of the following three categories:

  • Modern retail chains: DIY retailers, distributors and modern retail chains

  • Manufacturers: important international names in the manufacturing industry: packaging, agriculture, cable manufacturers, etc.

  • The end consumer: with a view to a more sustainable approach to consumption patterns in terms of food waste and waste management, the Group offers a wide range of products that are designed to deliver both environmental and functional performance.

    ‌MAIN PRODUCTS‌

    
    
    

    Biodegradable and compostable single and double layer film	Biodegradable and compostable tubular film	Fruit and vegetable shopping bag roll	Roll of bags
    Shopping bags (t-shirt type) with removable ties. Bulk shopping bags	Cleaning bags	Compostable mulch film	Compostable construction foil
    RECYCLED PLASTIC PACKAGING
    Single/double layer recycled plastic film	Recycled plastic tubular film	Fruit and vegetable shopping bag roll	Roll of bags
    Shopping bags (t-shirt type) with removable ties. Bulk shopping bags	Cleaning bags	Compostable mulch film

    Promateris also produces bio granules through its BioCompounds division:

    
    
    

    ‌R&D‌

    Promateris' research and development department focuses on finding sustainable solutions for:

  • pollution with single-use plastic;

  • waste management and recovery solutions for biodegradable and organic waste ;

  • improving production efficiency (zero waste);

  • new product recipes.

    ‌COMPETITIVE SITUATION‌

    The main competitors are:

  • for processed bioplastics: Avantpack, Flexopack, Ceplast

  • for processed bio compounds: Novamont, Biotec, Nurel

    ‌SUPPLIERS‌

    The main objectives of the supply activity were:

  • reducing acquisition costs, implicitly reducing production costs;

  • identifying new suppliers;

  • ensuring the necessary raw materials and materials, spare parts and goods according to the inventory policy;

  • obtaining the best contracting conditions (quality / price / market conditions).

    The supply is made from a large number of evaluated and accepted suppliers. To ensure the safety of the production process, orders for all raw materials, basic materials and goods have been constantly

    issued to 2-3 suppliers. Also, for most products there is a backup supplier that can be called upon in case of emergency.

    The activity of purchasing raw materials and materials necessary for production and goods intended for

    resale was carried out by capitalizing on both domestic and foreign market sources.

    In the activity of purchasing raw materials, materials and goods from suppliers, there is a constant concern in selecting, comparing, negotiating and capitalizing on the most advantageous offers for companies. Important actions carried out by their management were represented by the optimal sizing of orders to suppliers in order to avoid the formation of idle stocks.

    Promateris has over 50 constant suppliers, of which over 30 suppliers are local and over 20 suppliers are international.

    ‌FINANCIAL ANALYSIS‌

    ‌MAIN RESULTS OF THE EVALUATION OF CONSOLIDATED ACTIVITY‌

    	2025 consolidated - amounts in Lei
    a) gross result	1,508,667
    b) net turnover	136,527,463
    c) export + livrari intracomunitare	69,480,219
    d) total income	136,667,974
    e) total expenses	135,159,307
    f) % of the market value	No available data.
    g) available at the end of the year	5,795,768

    ‌EVOLUTION OF INDIVIDUAL SALES‌

    1. Description of sales evolution on the domestic and/or foreign market

       2025 revenue grew approximately 20% year-on-year, with exports reaching 51% of total sales. Financial expenses - driven largely by increased business volumes and capital investments - weighed on the company's profitability.

    2. Customers with a turnover share of over 10%

    PROMATERIS SA clients in 2025 whose share of turnover in 2025 exceeded 10% are:

    1. BIODECK SA, Romania - Value of contracts during 2025: RON 39,615,891, excluding VAT;

    2. SAS, France - Value of contracts during 2025: RON 18,577,839, excluding VAT;

    ‌MAIN OPERATIONAL INDICATORS‌

    Indicator	Light	Condition
    Solvency indicator	50%	>= 50%
    The indator's track	3.17	<=3.50
    Debt service	1.8	>=1.20

    ‌ACQUISITIONS AND DISPOSALS OF ASSETS‌

    In 2025, Promateris, in support of its accelerated growth plan, acquired and put into operation several extrusion production equipment, equipment for the production and printing of biodegradable films,

    bags and sacks.

    Society hold in property Lands in the following locations :

    • In Belciugatele, Calarasi county, with an area of 91,242 m2, in exclusive ownership, according to the Sale-Purchase Contracts authenticated at the notary under no. 4437/22.06.2007 and 5348/03.08.2007 and attached with the Act no. 7694/31.10.2007. The land is tabulated in the land register as urban, industrial land, the company analyzing what is the optimal opportunity for capitalization, currently being registered as real estate investments.

    • In Crevedia, Dâmbovița County, Lot 1, Lot 2 and Lot 3 (119,808 m2), acquired in 2020 and 2021, listed in the land register, within the built-up area. On 31.12.2025, Promateris reclassified them from the Land category to the Investment property category, in accordance with IAS 40 "Investment property". For these lands, management does not have a defined plan as of the date of these financial statements. Investment property is valued at fair value, the related revaluation difference accumulated until 31.12.2025 will remain presented in the revaluation reserve account.

    • In Buftea, Ilfov, with an initial area of 34,993 m2, acquired in October 2016 under the Sale and Purchase Agreement no. 3792 and is registered in the Land Registry as urban land, industrial. On this land, the company owns production/storage buildings and offices, the production capacities being composed of:

      • BioCompounds Division: bio compound granule manufacturing lines

      • BioPlastics Division: film extrusion lines, printing machines, film welding machines and coextruded film production plant, which are used to make products from bioplastic materials, some of which can also be used to make polyethylene products.

The loss of 1,275,856 lei from the disposal of tangible assets, for the land in Buftea, was made due to the expropriation by the Expropriator: the Romanian State through the Ministry of Transport and Infrastructure / CNAIR SA based on: Expropriation Decisions: no. 873/10.05.2021 (HG 37/2021 + rectifications) and no. 181/21.02.2025 (HG 1630/2024) for the Project: "Bucharest Ring Road", North Ring Road Sector km 0+000 - km 52+770, land located in Buftea, Ilfov, Bucharest-Târgoviște Road no. 1, T46, P394/394/2. The total expropriated area is 7,672 sq m for which compensation was established in the amount of 442,412 lei. On 31.12.2025, the 7,672 sq m were evaluated at fair value in the amount of 1,735,058 lei. The revaluation reserve related to this asset was transferred to retained earnings representing the surplus realized from revaluation reserves.

‌TANGIBLE ASSETS OF THE ISSUER‌

Tangible assets put into operation during 2025 represent production equipment.

Tangible assets include assets purchased through non-refundable subsidies and used in current activity.

There are no issues regarding ownership of the company's tangible assets.

‌DIVIDEND POLICY‌

In the last 5 years no dividends were distributed, net profits were directed as own financing sources for investments and, considering that a loss was recorded in 2023, future profits will primarily aim to cover the loss, then towards own financing sources.

Board of Directors,

Matei Dimitriu, representative of Circular Solutions SRL President

In accordance with the best information available, we confirm that the consolidated financial statements for year 2025, prepared in accordance with International Financial Reporting Standards, offer a true and fair view of the assets, liabilities, financial position and the profit and loss account of Promateris, as required by the applicable accounting standards. We also confirm that the statement of operating performance and the information presented in this report provides a correct and realistic picture of the main events that took place during 2025 and their impact on consolidated financial statements. We mention that the consolidated financial statements for 2025 are audited.

General manager,

Tudor Alexandru Georgescu