December 31, 2025 4th Quarter Annual Financial Report (14 MB)

25

01.01-31.12.2025

https://www.thracegroup.gr

General Commerce Reg. No. 12512246000 Domicile: Magiko, Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str., 174 55 Alimos, Attica Greece

Vision

To be a leading provider of engineered materials and solutions, driving industrial resilience, and long-term value creation in a rapidly changing world.

Mission

• Adhering closely to our Group core values: integrity, focus on results, innovation, flexibility, responsiveness, cooperation, leadership.

• Investing in our people, by encouraging lifelong learning, individuality, personal initiatives and self-achievement.

• Creating new business standards through innovation and smart thinking, aiding our customers' leadership in their markets.

• Providing not just products but complete & innovative solutions, tailor-made upon our customers' specific requirements and needs.

• Acting local - being global, serving thousands of companies worldwide through strategic geographic dispersion.

• Pursuing profitability through organic growth and strategic acquisitions.

• Achieving competitive prices through economies of scale, vertical integra-

  tion and internal synergies.

• Combining diverse high-end technologies with a long know-how and an extensive experience in the markets we operate.

• Respecting our global environment and the societies where we work and live.

• Adapting to the ever-changing market environment and promptly adjusting our practices to successfully meet the global trends that will shape the future of business, economy and society.

History

1977

In 1977, Stavros Halioris founded the company Thrace Plastics SA in Xanthi

1995

In 1995, the company was listed on the Athens Stock Exchange

1997 - 2014

From 1997 to 2014, companies that now constitute the Thrace Group were established or acquired, with active commercial and/or production activities in the technical fabrics and packaging sectors: Thrace Nonwovens & Geosynthetics SA, Thrace Polyfilms SA, Thrace Eurobent SA (as a joint venture), Thrace Pack SA, Don & Low Ltd (Scotland), Thrace Synthetic Packaging Ltd (Ireland), Thrace Ipoma SA (Bulgaria), Thrace Greiner Packaging SRL (as a joint venture, Romania), Thrace Polybulk AB (Sweden), Thrace Polybulk AS (Norway), Thrace Plastics Packaging DOO (Serbia),

Lumite Inc (as a joint venture, USA)

2013

In 2013, in collaboration with Elastron SA, Thrace Greenhouses were founded, utilizing the geothermal fields of Xanthi

2017

From 2017, following internal restructuring, the company Thrace Plastics SA continued to operate as Thrace Plastics Holding SA

2021

From 2021, commencement of an investment plan in photovoltaic systems

2022

From 2022, a central recycling line has been in operation

2023

An expansion is carried out with a new production line for paper packaging in Ioannina

Domestic and international presence

The Group consists of 14 companies engaged in commercial and/or manufacturing activities.

Thrace Plastics Company SA

Xanthi, Greece

Thrace Nonwovens & Geosynthetics SA

Xanthi, Greece

Thrace Polyfilms SA

Xanthi, Greece

Thrace Eurobent SA

Xanthi, Greece

Thrace Pack SA

Ioannina/Xanthi, Greece

Thrace Greenhouses SA

Xanthi, Greece

Don & Low Ltd

Forfar, Scotland

Thrace Synthetic Packaging Ltd

Clara, Ireland

Thrace Ipoma SA

Sofia, Bulgaria

Thrace Greiner Packaging SRL

Sibiu, Romania

Lumite Inc

Georgia, USA

Thrace Polybulk AB

Köping, Sweden

Thrace Polybulk AS

Brevik, Norway

Thrace Plastics Packaging DOO

Nova Pazova, Serbia

Companies Headquarters

The companies Thrace Eurobent SA, Thrace Greenhouses S.A., Thrace Greiner Packaging SRL, and Lumite Inc are joint ventures of the Group. Nevertheless, their overall data is presented in separate tables under the European Sustainability Reporting Standards (ESRS), as they follow the same core sustainability principles as the Group.

Business sectors of activity

TECHNICAL FABRICS SECTOR

• Production and trade of synthetic fabrics for industrial and technical uses.

• Broad and diversified product portfolio.

• Europe-based production with a global footprint.

• Extensive sales network, mainly in Europe and America.

  CONSTRUCTION

  LANDSCAPE & GARDENING

  AUTOMOTIVE

  Applications

  ROAD CONSTRUCTION

  MEDICAL & HYGIENE

  DRAINAGE & EROSION CONTROL

  
  
  
  
  

  GREECE SCOTLAND

  Ropes

  Film

  Geocomposites

  Fibres

  Strapes

  Membranes

  Geogrids

  Yarns

  Nets

  Fabrics

  Geotextiles (woven, nonwoven)

  
  
  

  Product Families

  FURNITURE &

  
  
  

  BEDDING SPORT & LEISURE

  ADVANCED USE

  INDUSTRIAL USE

  FLOOR COVERING

  AGRI- / HORTI- & AQUACULTURE

  FILTRATION

  
  
  

  IRELAND

  NORWAY & SWEDEN

  USA

  Business sectors of activity

  PACKAGING SECTOR

  • Production and trade of food and industrial product packaging.

  • Pioneer in the South East European market.

    FIBC / filling solutions

    Container liners / cargo protection

    Thermoforming cups

    Garbage bags

    Bags / FFS film

    Packaging fabrics

    Crates

    Twines

    Packaging / pallet covering film

    Buckets / pails / containers

    Bag in box

    
    
    

    Product Families

  • Europe-based production.

• Extensive sales network with continuous volume growth on an annual basis.

  INDUSTRIAL USE

  TRANSPORTATION

  CONSTRUCTION

  FOOD

  HORECA

  HOTEL, RESTAURANT & CATERING INDUSTRY

  MARKET

  
  
  

  (RAW MATERIALS, CHEMICALS)

  AGRICULTURAL USE (FERTILIZERS)

  PAINT INDUSTRY

  HOUSEHOLD PRODUCTS

  
  
  
  
  
  
  

  Applications

  GREECE & SERBIA GREECE

  BULGARIA

  ROMANIA

  IRELAND

  Business sectors of activity

  AGRICULTURAL SECTOR

  • The largest hydroponic greenhouses in South East Europe.

    Cluster Tomato

    Beef Tomato

    Eggplant

    Mini Cucumber 600gr

    Mini Cucumber

    Cucumber

    Mini Tomato 500gr

    Mini Cucumber 750gr

    
    
    

    Product Families

  • The only greenhouses in the world heated exclusively by geothermal energy.

• Greek vegetables with almost zero CO2footprint.

• Cultivation based on the highest standards.

HYDROPONIC CULTIVATION

CULTIVATION CARE

PACKAGING

DISTRIBUTION

POST-HARVEST CARE

GEOTHERMAL ENERGY

Applications

PRODUCT ON THE SHELF

THRACE PLASTICS CO S.A. 25

1st January - 31st December 2025

https://www.thracegroup.gr

Information regarding the preparation of the Annual Financial Report

for the period from January 1st to December 31st 2025

The present Financial Report, which concerns the fiscal year from 01.01.2025 to 31.12.2025, was prepared in accordance with the provisions of article 4 of Law 3556/2007 (Government Gazette 91A'/30-04-2017), Law 4548/2018 and the relevant decisions issued by the Board of Directors of the Hellenic Capital Market Commission under Reg. No. 8/754/14-4-2016 as amended by the decisions 12A/889/31-08-2020 and 10B/1038/30, as well as by the Circular under the protocol no. 62784/06-06-2017 of the Division of Enterprises and GEMI of the Ministry of Finance, Development and Tourism. The present Report was approved unanimously by the Board of Directors of "THRACE PLASTICS CO S.A." ("Company") on April 20, 2026, has been posted on the Company's website https://www.thracegroup.gr where such will remain available to investors for a period of at least (10) ten years from the publication date and includes:

1. ‌STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS

   (according to article 4 par. 2 of L 3556/2007)

   We, the representatives of the Board of Directors, hereby state and confirm that to our knowledge:

   1. The Annual Financial Statements (Stand-alone and Consolidated) of the Company, which concern the period from January 1st 2025 to December 31st 2025, were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, accurately and fairly present the Assets and Liabilities, Equity and Financial Results of the Year of the Company, as well as those of the consolidated companies and considered aggregately as a whole, and

   2. The Annual Management Report of the Board of Directors accurately and fairly presents the development, performance and position of the Company as well as of the companies included in the consolidation and considered aggregately as a whole, including the respective description of the main risks and uncertainties. The Report was prepared in accordance with the Sustainability Reporting standards presented in the article 154A of Law 4548/2018 and pursuant to paragraph 4 of article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council as at 18 June 2020, concerning the establishment of a framework for facilitating sustainable investment and for amending the Regulation (EU) 2019/2088.

      Xanthi, 20 April 2026

      THE UNDERSIGNED:

      The Chairman of the Board of Directors &

      Executive Member of the Board of Directors

      The Chief Executive Officer & Executive Member of the Board of Directors

      The Non-Executive Member of the Board of Directors

      Konstantinos St. Chalioris Dimitris P. Malamos Vasileios S. Zairopoulos

2. ‌ANNUAL REPORT BY THE BOARD OF DIRECTORS OF THRACE PLASTICS CO S.A. ON THE FINANCIAL STATEMENTS OF THE YEAR FROM 01-01-2025 to 31-12-2025

INTRODUCTION

The present Annual Report by the Board of Directors (hereinafter called as "Re-port") refers to the fiscal year 2024 (01.01.2025 - 31.12.2025). The Report was

prepared in accordance with the relevant provisions of Law 4548/2018 (GOV. GAZ. 104A΄/13.06.2018) as currently in force and of Law 3556/2007 as in effect following its amendment from Law 4374/2016 and 5164/2024, as well as the relevant executive decisions issued by the Board of Directors of the Hellenic Capital Market Commission, and especially the decisions with number 1/434/03.07.2007 and 8/754/14.04.2016, as the latter is valid after its amendment by the decisionς with number 12A/889/31.08.2020 and 10B/1038/30

of the Board of Directors of Hellenic Capital Market Commission and decisions 434/24.02.2025 & 506/07.03.2025.

The Report includes the full information required by law (financial and non-finan-cial information) with a concise as well as comprehensive, objective and adequate manner and with the principle of providing the complete and substantial information with regards to the issues included in such.

Given the fact that the Company prepares consolidated and non-consolidat-ed (stand-alone) financial statements, the present Report constitutes a single report referring mainly to the consolidated financial data of the Company and its subsidiaries or affiliates. Any reference to non-con-solidated financial data takes place in certain areas, which have been deemed as necessary by the Board of Directors of the Company for a better understanding of the contents of the report and towards providing investors with the most complete information.

It is noted that the present Report includes, along with the 2025 financial statements, the required by law data and statements in the Annual Financial Report, which concern the financial year ended on 31 December 2025.

The sections of the present Report and the contents of such are in particularly as follows:

SECTION 1: Significant events that took place during the financial year 2025

Below, the most significant events that took place during the fiscal year 2025 are presented:

During 2025, the economic environment largely continued the trends of the previous year, as key macroeconomic factors, such as inflation and cost pressures, as well as geopolitical uncertainties, remained pronounced. The year proved particularly challenging, especially for the European market, where demand remained at low levels, while uncertainty regarding international trade relations intensified, particularly in light of the new U.S. administration, both due to the imposition of tariffs and its overall policy approach.

As a result of these conditions, demand in most markets did not show a significant recovery, while raw material prices remained relatively low. Regarding the Group's business sectors, during the year, demand in the Technical Textiles sector remained low, with only mild signs of recovery in certain applications and geographic areas, whereas in the Packaging sector, demand remained consistently strong.

1. Group's performance during the fourth quarter of 2025

   In particular, during the fourth quarter of 2025, the following were observed:

   • Demand for products for the construction sector remained at low levels, although showing mild signs of recovery.

   • Low demand was also recorded for products related to the infrastructure

     and large projects sector.

   • Demand for agricultural sector products remained stable.

   • Demand for products for the food packaging sector remained consistently high, particularly in the Greek market.

   • Demand for products in the paint packaging sector remained stable.

   • Energy costs remained consistently high.

   • Transportation costs remained stable, with minor fluctuations.

   • The cost of raw materials and packaging materials remained stable.

   • Borrowing interest rates remained steady.

   At a financial level, the Group's revenue for 2025 amounted to €389.6 million, compared to €370.4 million in 2024, representing an increase of 5.2%. This growth is mainly attributed to higher sales volumes, which increased by 7.2%, despite pressures on average selling prices due to the above-mentioned conditions.

   Regarding operating profitability, Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) for 2025 reached

   €48.4 million, up 17% compared to €41.4 million in 2024. On an adjusted EBITDA basis, the increase amounted to 14.1%. As for Profit Before Tax (PBT), it reached €19.9 million in 2025, representing an increase of

   45.1% compared to the previous year. This development demonstrates a significant improvement in the Group's operating profitability, despite adverse economic conditions, continued low demand, and an increase in the cost base.

   These results reflect the Group's resilience and its ability to consistently implement its strategy, achieving improved profitability in an environment of increased uncertainty and economic slowdown, while strengthening its market position and shares in its operating markets. Furthermore, investments made in previous years, both in increasing production capacity and in enhancing manufacturing capabilities and vertical integration, along with the Group's strategic choice to expand and diversify sales channels - with a focus on, among others, the "Direct to Market" approach and the creation of new sales teams, have contributed significantly to the Group's profitability growth.

   Regarding liquidity and the operating cycle of subsidiaries, no negative impacts were observed. The Group's Net Debt amounted to €56.9 million, increased compared to the end of 2024 (€34.4 million). This increase is mainly attributed to the strengthening of Working Capital by approximately €15 million, as a result of increased commercial activity and, in particular, higher sales volumes. Receivables increased by approximately €7.7 million, with collection days remaining at levels similar to the previous year. In any case, the level of Net Debt remains relatively low.

2. Prospects of the Group

   At the beginning of 2026, markets and economies largely exhibited characteristics similar to the previous year. However, the outbreak of the military conflict involv-

   ing the U.S., Israel, and Iran significantly altered market conditions, leading to a sharp increase in raw material prices, disruptions in international transportation, and increased pressures on the supply chain.

   Regarding the Group's operating profitability for the first quarter of 2026, Management estimates that, despite the adverse international conditions, it will significantly exceed that of the first quarter of 2025. As for overall annual profitability, it is not possible to provide a reliable forecast, given the uncertainty arising from the ongoing military conflict and its unpredictable impacts.

   Nevertheless, Management expresses confidence that the Group has the capacity to achieve higher comparable operating profitability in 2026 compared to 2025. Even in the event of further disruptions in international markets, the Group remains optimistic about its long-term growth trajectory and has already implemented the necessary measures to ensure both the availability of raw materials and finished products for its customers, as well as effective adaptation to the particularly demanding market conditions.

   Finally, during the first quarter of 2026, the Group completed the acquisition of the company "BHA Holdings Pty Ltd", which, through its subsidiaries in Australia and New Zealand, has been operating in the Packaging sector for more than forty years. This acquisition is part of the Group's broader strategic plan for the international expansion of its FIBC (mega-bag) activities and for strengthening its presence in the Oceania markets. For the fiscal year ended June 30, 2025, BHA Holdings Pty Ltd reported revenue of AUD 37.6 million (approximately €22.8 million), operating profit (EBITDA) of AUD 4.1 million (approximately €2.5 million), and Profit Be-

   fore Tax of AUD 3.3 million (approximately

   €2.0 million).

3. Climate issues

   All information regarding climate-related issues concerning the Group is detailed in the Group's Sustainability Report in Section 2. Environmental Information, Chapter ESRS E1. Climate Change. (see section 8 of this report).

4. Expected credit losses

   There are no expected material credit losses as a result of the current conditions and circumstances. In any case, according to the established policy, a big part of the companies' sales remains insured, while additional measures have been taken to ensure the Group carries out transactions with reliable customers (credit risk assessment, credit scoring, advances, etc.). More information on credit risk can be found in note 3.16 of the financial statements.

   Direct Impact from Geopolitical Conditions
   
   

   The ongoing geopolitical instability in the Middle East and the recent escalation of conflicts in the broader region are creating heightened geopolitical risk and increasing uncertainty regarding the potential impact on the global economic environment. These developments have already begun to affect international energy markets, transportation, and global supply chains, while it is estimated that their full impact has not yet been fully reflected. In particular, developments related to maritime navigation and transit through strategically important sea passages, such as the Strait of Hormuz, have already affected transportation costs and international energy markets.The Group does not have significant business activities in the regions directly affected by the conflicts. Its overall exposure to Israel and Palestine remains very limited, with sales in 2025 accounting for 0.44% of the Group's total sales, slightly higher compared to 2024, when they stood at 0.26%. At the same time, the conflict in Ukraine, following the Russian military invasion, continues to generate geopolitical uncertainty and upward pressure on raw materials and products, affecting the overall economic momentum in Eu-

   rope. The Group's exposure to Ukraine and Russia remains minimal, with sales in 2025 accounting for 0.34% of total sales (compared to 0.81% in 2024).

   With regard to the recent military conflict between the U.S./Israel and Iran, it should be noted that the Group has no significant direct impact from the ongoing military tensions between the countries, as sales in Iran account for 0% (2024: 0%) of the Group's total sales, while for Israel in 2025 they account for 0.43% of the Group's total sales (2024: 0.25%).However, the Group could potentially be indirectly affected, both due to the impact of the conflict on the broader global supply chain, particularly as a result of disruptions in oil supply from the Middle East region, and due to the sharp increase in raw material prices. The Group's Management is implementing a series of actions to ensure the adequacy of raw materials, in combination with existing inventories, as well as to fully support the Group's customers, in line with current market conditions.Therefore, no direct material impact on the Group's financial performance is expected as a result of the aforementioned geopolitical

   developments, in terms of sales to customers. However, the prolonged continuation of the conflicts and the broader adverse macroeconomic effects may negatively affect the operations of all companies in

   Europe, and consequently the Group. The Group's Management closely monitors developments and may undertake a series of actions to mitigate any potential adverse effects, should they arise.

   Announcement of the exact final payable amount of the interim dividend for the fiscal year 2024
   
   

   The Board of Directors of the Company, during its meeting of November 14, 2024 approved the distribution (payment) of interim dividend for fiscal year 2024 to the shareholders of the Company, of a total amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount). Including the adjustment related to the 863,796 treasury shares held by the Company, which, in accordance with the law, are excluded from the interim dividend payment, the final gross amount per share amounted to

   €0.0699665112.

   The above amount of the interim dividend is subject to 5% withholding tax, in accordance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amendment by Law 4646/2019 (Government Gazette A΄ 201/12.12.2019).

   Therefore:

   • The final payable amount of the interim dividend for the fiscal year 2024 was 0.0664681856 Euro (net) per share.

   • Ex-Dividend (cut-off) date for the in-

     terim dividend of Year 2024, as it has been already announced: Thursday, January 23rd, 2025.

   • Beneficiaries of the interim dividend for fiscal year 2024 were the shareholders registered in the Company's records in the Dematerialized Securities System (DSS) on Friday, January 24th, 2025 (Record date).

   The payment (distribution) of the final as per above interim dividend commenced on Wednesday, January 29th 2025, and was carried out through the paying Bank "PI-RAEUS BANK S.A.".

   Shareholders were reminded that the right for the collection of the interim dividend amount expires after a five year period (article 250 of the Civil Code, section 15), from the end of the fiscal year in which this right was created (i.e. for the above interim dividend the right for its collection expires on 31.12.2030) and following such time period the uncollected amounts will be irrevocably transferred to the Hellenic State in accordance with article 1 of legislative decree 1195/1942.

   Replacement of the Head of Investors Relation and Corporate Announcements Department
   
   

   The Board of Directors of the Company decided, pursuant to relevant resolution on the temporary appointment of Mr. Dimitrios Fragkou son of Vasileios (CFO of the Company), as the Head of Investors Relations and Corporate Announcements De-

   partment of the Company, in replacement of then Head of Department, Evangelia Sideri, daughter of Georgios.

   Mr. Dimitrios Fragkou undertook his duties on February 14th, 2025.

   Election of new members of the Board of Directors and Reconstitution of the Board of Directors into a body
   
   

   The Board of Directors of the Company, during its meeting of February 28th , 2025, and following the relevant proposal made by the Company's respective Remuneration & Nominations Committee, in accordance with the provisions of article 82 par. 1 of Law 4548/2018, articles 5 and 9 par. 4 of Law 4706/2020, article 8 of the Compa-ny's Articles of Association, and in accordance with the currently effective Policy of Suitability and the best corporate governance practices applied by the Company, unanimously and by acclamation elected:

   1. Ms. Fotini-Marina Niforos daughter of George and Ms. Eleni Providi daughter of Dimitrios, as new temporarily independent non-executive members of the Board of Directors, replacing the resigned and departed (due to the expiration of the term limit as per article 9 par. 4 (c) of Law 4706/2020) independent non-executive members of the Board, Mr. Nikitas Glykas and Mrs Spyr-idoula Maltezou.

   2. Mr. Stylianos Vitogiannis son of Konstantinos, as a non-executive member of the Board of Directors, replaced the deceased member, Christos-Alex-is Komninos.

   The aforementioned members fully meet the criteria of individual and collective suitability according to the provisions of article 3 of Law 4706/2020, as in force, and the approved and effective Policy of Suitability of the Company, and there is no conflict of interest or incompatibility in relation to their position under the applicable corporate governance legal framework, includ-

   ing the Company's Corporate Governance Code and its Regulation of Operation.

   Additionally, it is noted that the newly elected two (2) temporarily independent non-executive members of the Board of Directors fully meet, as confirmed by the Board's above decision, the conditions and criteria of article 9 par. 1 and 2 of Law 4706/2020, specifically:

   1. they do not directly or indirectly hold more than 0.5% of the share capital and voting rights of the Company, and

   2. they are free from any dependency relationships with the Company or any related parties, as defined in par. 2 of article 9 of Law 4706/2020, and do not have any financial, business, family, or other relationships that could affect their decisions or independent, objective, and impartial judgment.

      It was also emphasized that in compliance with the requirements of article 18 par. 1 of Law 4706/2020, the detailed curriculum vitae of the new members of the Board of Directors were and remain posted on the Company's website at thracegroup.com/ gr/en/board-of-directors/, where the full proposal of the Nomination and Remuneration Committee is also available.

      This replacement and the election of both independent non-executive members and the non-executive member of the Board will significantly contribute to the further strengthening of the Board by utilizing their academic training, professional experience, qualifications, skills, and is in line with the Company's decision for the con-

      tinuous and optimal adaptation of its organization to the provisions and regulations of Law 4706/2020 (Government Gazette A' 136/17.07.2020) on corporate governance and respective best practices. It is fully aligned with the provisions of the aforementioned law concerning suitability, diversity, and the fulfillment of the minimum legally required number of independent non-executive members.

      Finally, it was noted that the election of the aforementioned new members of the Board of Directors would be announced, in accordance with the provisions of the law and the Company's Articles of Association, at the next General Meeting of the shareholders of the Company. Furthermore, regarding the new independent non-ex-ecutive members, it was noted that their designation as independent was temporary until the next General Meeting, which is the only competent body to decide on this matter.

      Following the above, the Board of Directors of the Company was reconstituted into body for the remainder of its term, i.e. until February 11, 2026, as follows:

      1. Konstantinos Chalioris son of Stavros, Chairman of the Board of Directors (executive member).

      2. Theodoros Kitsos son of Konstantinos, Vice Chairman of the Board of Directors (independent non-executive member).

      3. Dimitrios Malamos son of Petros, Chief Executive Officer of the Company (executive member).

      4. Athanasios Dimiou son of Georgios, Member of the Board of Directors (non-executive member).

      5. Vasileios Zairopoulos son of Stylianos, Member of the Board of Directors (non-executive member).

      6. Christos Shiatis son of Panagiotis, Member of the Board of Directors (non-executive member).

      7. Georgios Samothrakis son of Panagiotis, Member of the Board of Directors (independent non-executive member).

      8. Myrto Papathanou daughter of Christos, Member of the Board of Directors (independent non-executive member).

      9. Fotini-Marina Niforos daughter of George, Member of the Board of Directors (independent non-executive member).

      10. Eleni Providi daughter of Dimitrios, Member of the Board of Directors (independent non-executive member), and

      11. Stylianos Vitogiannis son of Konstantinos, Member of the Board of Directors (non-executive member).

The Board of Directors of the Company, during its meeting of April 1, 2025 following the resignation of Mr. Theodoros Kitsos exclusively from the capacity and office of Vice Chairman of the Board of Directors of the Company, retaining solely the status of non-executive member of the Board of Directors, due to the fulfilment of the maximum time period of independence provided for in accordance with the provisions of the law in article 9 par. 1 and 2 of Law 4706/2020 and following the relevant proposal of the Remuneration & Nominations Committee of the Company and in full compliance with article 8 par. 2 of Law 4706/2020 and the Greek Corporate Governance Code (point 2.2.21) that the Company has established and implements. Therefore unanimously and by acclamation the Board of Directors appointed Mr. Georgios Samothrakis, son of Panagiotis, who already holds the status of Independent Non-Executive Member of the Board of Directors, as Vice Chairman of the Board of Directors for the remainder of his term (i.e. until February 11, 2026).

For completeness purposes, it was noted that the fulfilment of the independence criteria of article 9 of Law 4706/2020 in the person of Mr. Georgios Samothrakis had already been confirmed in this regard by the relevant solemn Declaration of Independence of a Member of the Board of Directors, as well as in the context of the review of the above criteria by the Remuneration & Nominations Committee.

Following the above, the Board of Directors of the Company was reconstituted into a body for the remainder of its term of office, i.e. until February 11, 2026, as follows:

1. Konstantinos Chalioris son of Stavros, Chairman of the Board of Directors (executive member).

2. Georgios Samothrakis son of Panagiotis, Vice Chairman of the Board of Directors (independent non-executive member).

3. Dimitrios Malamos son of Petros, Chief Executive Officer of the Company (executive member).

4. Athanasios Dimiou son of Georgios, Member of the Board of Directors (non-executive member).

5. Vasileios Zairopoulos son of Stylianos, Member of the Board of Directors (non-executive member).

6. Christos Shiatis son of Panagiotis, Member of the Board of Directors (non-executive member).

7. Theodoros Kitsos son of Konstantinos, Member of the Board of Directors (non-executive member).

8. Myrto Papathanou daughter of Christos, Member of the Board of Directors (independent non-executive member).

9. Fotini Marina Niforos daughter of George, Member of the Board of Directors (independent non-executive member).

10. Eleni Providi daughter of Dimitrios, Member of the Board of Directors (independent non-executive member), and

11. Stylianos Vytogiannis son of Konstantinos, Member of the Board of Directors (non-executive member).

The Board of Directors of the Company, during its meeting of April 4th, 2025, approved the appointment of Mrs Eleni Providi, Independent Non Executive Member of the Board of Directors, as a member of the Nominations and Remuneration Committee of the Company, replacing the resigned member of the Committee, Mr. Vasileios Zairopoulos, in order to ensure the appropriate and compliant composition of the Nominations and Remuneration Committee, in accordance with Article 10 paragraph 3 of Law 4706/2020 and the Compa-ny's Rules of Operation and following also the loss of independence of Mr. Theodoros Kitsos.

On the same day and following the above decision, i.e. on 04/04/2025, a meeting of

the Committee took place, under its new composition. After a vote among its members, it was reconstituted as follows:

1. Myrto Papathanou, daughter of Christos - Independent Non-Executive Member of the Board of Directors, Chairwoman of the Nominations and Remuneration Committee

2. Theodoros Kitsos, son of Konstantinos - Non-Executive Member of the Board of Directors, Member of the Nominations and Remuneration Committee

3. Eleni Providi, daughter of Dimitrios -Independent Non-Executive Member of the Board of Directors, Member of the Nominations and Remuneration Committee.

The Board of Directors of the Company, with its meeting of April 24th, 2025, unanimously decided to propose to the Annual Ordinary General Meeting of shareholders the approval of the distribution (payment) of the earnings of the fiscal year that ended on 31.12.2024 and in particular to propose the distribution (payment) to the shareholders of a dividend of a total amount of 10,250,000.00 Euros (gross amount),

i.e. 0.2343314986 Euros per share (gross amount) from the earnings of the fiscal year 2024 (01.01.2024-31.12.2024), but also

from the earnings of previous years.

Given that the Company, pursuant to the relevant decision of the Board of Directors dated November 14th, 2024, had already distributed to the shareholders the interim dividend for the fiscal year 2024 of a total amount of 3,000,000.00 Euros (gross amount), i.e. 0.0685848289 Euros per share

(gross amount), the Board of Directors would subsequently propose to the Annual Ordinary General Meeting of shareholders the distribution of the remaining amount of the dividend, and in particular the amount of 7,250,000.00 Euros (gross amount), i.e. 0.1657466698 Euros per share (gross amount), which gross amount per share will be increased by the amount corresponding to the treasury shares that the Company will hold on the dividend cut-off date (and which treasury shares are not entitled to the payment of the dividend, according to the provisions of article 50 of Law 4548/2018, as applicable).

The Annual Ordinary General Meeting of shareholders as the sole pertinent body approved the final decision concerning the approval of the above proposal made by the Board Directors.

Τhe Board of Directors of the Company, during its meeting of May 12, 2025, approved the appointment of Mrs. Vasiliki (Vicky) Christopoulou daughter of Konstantinos, as the Head of the Investor Relations and Corporate Announcements Department of the Company in replacement

of then Mr. Dimitrios Fragkou son of Vasileios. Mrs. Vasiliki (Vicky) Christopoulou undertook duties as the Head of the Investor Relations and Corporate Announcements Department of the Company on May 12th, 2025.

The Annual Ordinary General Meeting of the Company's shareholders, which took place on May 28, 2025 remotely in real time via videoconference, approved the following among others:

On the 1st item, the shareholders approved by majority the Annual Financial Statements (separate and consolidated) for the fiscal year ended December 31, 2024 (01.1.2024 - 31.12.2024), and also ap-

proved the Management Report of the Board of Directors, as of 24.04.2025 and the Report of the Company's Certified Auditor Accountant, as of 25.04.2025, included in the Annual Financial Report for the fiscal year 2024, which has been prepared in accordance with the legal framework as in force, and is posted in the official address of the Company's website (https://http://www. thracegroup.gr), lawfully registered in the General Commercial Registry (G.E.MI.), and which was also sent via email to the Athens Exchange and to the Hellenic Capital Market Commission.

On the 2nd item, the "Annual Report" of the Audit Committee for the fiscal year 2024 (01.01.2024-31.12.2024) was submit-

ted to the shareholders and a summary of which was also read during the meeting, in accordance with the provisions of article 44, par. 1, sect. h' of Law 4449/2017, as

in force after its amendment by article 74, par. 4 of Law 4706/2020, for the purpose of providing a complete, adequate and detailed information to the shareholders, regarding the activities of the Audit Committee during the fiscal year under consideration.

On the 3rd item, the shareholders approved unanimously the allocation (distribution) of the profits for the fiscal year 2024 (01.01.2024-31.12.2024), and specifi-

cally they approved the distribution (payment) of a total dividend amounting to 10.250.000,00 Euros (gross amount) to the shareholders of the Company from the profits of the fiscal year ended December 31, 2024, but also from previous years profits.

On the 4th item, the shareholders approved by majority the new amended and revised proposed Remuneration Policy of the Company, which was prepared by the Remuneration and Nomination Committee in accordance with the provisions of Articles 110 and 111 of Law 4548/2018. The Policy sets out the specific framework, terms, and fundamental principles governing the process for determining the remuneration, compensation, and other benefits granted to the persons falling within its scope.

On the 5th item, the shareholders approved by majority the distribution (payment) of remuneration of fiscal year 2024 portion of earnings (01.01.2024- 31.12.2024) to the Executive Members of the Board of Directors, to Senior Management and to Administrative Officers of the Company, and in accordance with the provisions of the current and approved Remuneration Policy of the Company(with regard to the fees and benefits to which the above persons are entitled), in conjunction with Article 15 of the Company's Articles of Association. Finally, the Board of Directors was authorized to implement the above decision.

On the 6th item, the shareholders approved by majority the overall management of the Company for the fiscal year ended 31.12.2024, the discharge of the Certified Auditors of the Company from any liability for indemnity regarding the actions and the overall management for the fiscal year 2024 (01.01.2024-31.12.2024), as well as for the Annual Financial Statements of the fiscal year 2024.

On the 7th item, the shareholders approved unanimously, following the relevant proposal by the Company's Audit Committee, the election of the registered in the Public Register of the article 14 of Law 4449/2017 Audit Company under the name " ERNST & YOUNG CERTIFIED AUDI-

TORS ACCOUNTANTS S.A." for the regular audit of the annual and semi-annual Financial Statements of the Company (separate and consolidated) for the current fiscal year 2025 (01/01/2025 - 31/12/2025).

On the 8th item, following the relevant recommendation/proposal of the Audit Committee, the shareholders unanimously approved the election of the audit firm under the name "'ERNST & YOUNG (HEL-LAS) Certified Auditors Accountants S.A.',

registered in the Public Register pursuant to article 14 of Law 4449/2017 (and in accordance with the Article 154C of Law 4548/2018), to provide assurance on the Sustainability Report for the current financial year 2025 (01.01.2025 - 31.12.2025), in

accordance with the provisions of Article 154C of Law 4548/2018, Law 4449/2017 as in force, and the guidelines issued by the Accounting Standardization and Auditing Committee (ASAC) regarding the Limited Assurance Engagements Program (ISAE 3000).

On the 9th item, the General Meeting was informed, in accordance with the provisions of Article 82 of Law 4548/2018, of the election of Mr. Stylianos Vytogiannis as a new Non-Executive Member of the Board of Directors, replacing the late Non-Exec-utive Member of the Board, Mr. Christos Alexis Komninos, and of Ms. Foteini-Marina Niforos and Ms. Eleni Providi as new Independent Non-Executive Members of the Board of Directors, replacing the resigned Independent Non-Executive Members of the Board, Mr. Nikitas Glykas and Ms. Spyr-idoula Maltezou.

On the 10th item, the shareholders approved by majority the fees, salaries, compensation, and other benefits, paid to the members of the Board of Directors for the services provided to the Company during the fiscal year 2024 (01.01.2024 -31.12.2024), which were in line with the approved and in force Remuneration Policy of the Company.

On the 11th item, the shareholders voted by majority in favor of the Remuneration Report for the financial year 2024 (01.01.2024 - 31.12.2024), which was prepared in accordance with the provisions of Article 112 of Law 4548/2018. The Report provides a comprehensive overview of the total remuneration of the members of the

Board of Directors (executive and non-ex-ecutive) and explains how the Company's Remuneration Policy was implemented during the financial year 2024 (01.01.2024 - 31.12.2024), with the aim of providing detailed, complete, and adequate information to the Company's shareholders. It is noted that the Remuneration and Nomination Committee of the Company confirmed the drafting of the above Report in full accordance with the provisions of article 112 of Law 4548/2018, and found the accuracy, completeness and clarity of its content regarding the remuneration and benefits in general paid during the fiscal year 2024.

On the 12th item, and in the context of the Company's substantive and effective compliance and alignment with the requirements and provisions of Law 4706/2020 on Corporate Governance-and in particular, on the one hand, with the provisions regarding suitability, diversity, and adequate gender representation on the Board of Directors, and on the other hand, with the provisions and substantial criteria and requirements of independence for the proposed independent members-and in view of strengthening the role and functioning of the Company's Board of Directors, which can be achieved by increasing the number of its members to enhance its effectiveness and promote the more active participation of existing senior executives in the Company's management, taking into account their experience and significant contribution to the Company's profitability and growth, and following the recommendation of the Company's Remuneration and Nomination Committee, the General Meeting by majority approved the election of a new twelve-member (12-member) Board of Directors, through the re-election of all current members,

namely: 1)Konstantinos Chalioris, son of Stavros, 2)Georgios Samothrakis, son of Panagiotis, 3)Dimitrios Malamos, son of Petros, 4)Athanasios Dimiou, son of Georgios, 5)Vasileios Zairopoulos, son of Stylianos, 6) Christos Shiatis, son of Panagiotis, 7)Theo-doros Kitsos, son of Konstantinos, 8)Myrto Papathanou, daughter of Christos, 9)Fotini Marina Niforos, daughter of Georgios, 10) Eleni Providi, daughter of Dimitrios, 11) Stylianos Vytogiannis, son of Konstantinos and through the election and addition of a new member Ektoras- Panagiotis Souroulidis, son of Athanasios.

On the 13th item, the shareholders by majority approved, in accordance with the provisions of Article 44 of Law 4449/2017, as amended by Article 74 of Law 4706/2020, the election of a new Audit Committee, which shall consist of at least three (3) members, the majority of whom must be independent of the audited entity, and shall constitute a Committee with both members of the BoD and third parties, and more specific will consist of two

(2) non-members of the Board of Directors - Third Parties - and one (1) Independent non-Executive Member of the Company's Board of Directors. All above members of the Audit Committee fully meet all the requirements and criteria of independence as set forth in the current legal and regulatory framework (Article 9, paragraphs 1 and 2 of Law 4706/2020). Furthermore, it was decided that the term of the Audit Committee shall coincide with the term of the Company's Board of Directors, which was elected by the present Annual Ordinary General Meeting, namely to be five years, ending on May 28, 2030, and extended until the expiration of the deadline within which the next Ordinary General Meeting must be convened and until a relevant decision is made; in any case, however, it

may not exceed six years.

Within the above framework, the following individuals were elected as members of the new Audit Committee:

1. Mr. Georgios Samothrakis, Independent Non-Executive Member of the Board of Directors,

2. Mr. Konstantinos Kotsilinis, non-mem-ber of the Board of Directors (third party),

3. Ms. Sofia Manessi, non-member of the Board of Directors (third party).

On the 14th item, the shareholders approved by majority the fees, salaries, compensation and other benefits, which will be paid to the members of the Board of Directors during the current fiscal year 2025 (01.01.2025-31.12.2025), which are in accordance with the updated Remuneration Policy of the Company. In addition pursuant to the same resolution adopted by majority, the Shareholders' Meeting provided the relevant authorization for the advance payment of the above remuneration for the period until the next Annual Ordinary General Meeting, in accordance with the provisions of article 109 of L. 4548 / 2018, as in force.

On the 15th item, the shareholders approved unanimously the implementation of a share buyback program by the Company in accordance with Article 49 of Law 4548/2018, and specifically approved the

purchase, within a period of twenty-four

(24) months from the date of adoption of the present resolution, of up to 3,510,349 common registered shares which , in addition to the treasury shares currently held by the Company (863,796 own shares) correspond to 10% of the Company's current voting shares with a market price range for the share purchases is between fifty euro cents (€0.50) per share (minimum price) and ten euros (€10.00) per share (maximum price).

On the 16th item, the shareholders approved unanimously, pursuant to the provisions of article 98, par. 1 of Law 4548/2018 as in force, the granting of the permission and authorization to the Members of the Board of Directors, the Directors and the Managers of the Company, for their participation in the Board of Directors and the management of Company's subsidiaries and/or affiliated companies (existing or new) and, by extension, of the Group.

On the 17th item, the "Report of the Independent Non-Executive Members of the Board of Directors" (dated 06.05.2025) for the fiscal year 2024 (01.01.2024-31.12.2024) was submitted to the shareholders, in accordance with the provisions of article 9, par. 5 of Law 4706/2020.

The decisions of the General Meeting of Shareholders are posted on the Compa-ny's website at the link https://www.thrace-group.com/gr/el/general-meetings/.

The Annual Ordinary General Meeting of Shareholders, that took place on May 28th 2025, approved unanimously the distribution (payment) of dividend to Company's Shareholders, from the earnings of the fiscal year 2024 (01.01.2024-31.12.2024)

and from previous fiscal years, and in particular, approved the payment of the total amount of 10.250.000 Euro (gross amount), i.e. 0.2343314986 Euros per share (gross amount).

It is reminded that the Company pursuant

to the relevant decision of the Board of Directors dated November 14th, 2024, has already made the allocation (distribution) to the shareholders of an interim dividend for the fiscal year 2024, on January 29th, 2025, of a total amount of 3,000,000 Euros (gross amount), i.e. 0.0685848289 Euros per share (gross amount), which with the corresponding increase of the 863,796 treasury shares, which were held by the Company and were excluded by law from the interim dividend distribution, amounted finally to 0.0699665112 Euros per share (gross amount).

Following the above, the remaining amount of the dividend to be distributed from the earnings of the fiscal year 2024 (01.01.2024-31.12.2024) amount-

ed to 7,250,000 Euros (gross amount),

i.e. 0.1657466698 Euros per share (gross amount), which after the increase corresponding to 863,796 own shares, which were held by the Company and are excluded from the dividend payment, amounted to 0.1690857354 Euro per share (gross amount).

The above amount of the dividend was subject to a 5% withholding tax, in accordance with articles 40, par. 1 and 64, par. 1

of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amendment of par. 24 of Law 4646/2019 (Government Gazette A΄ 201/12.12.2019).

Therefore, the final payable amount of dividend amounted to 0.1606314486 Euro per share (net amount).

The ex-dividend date for the dividend of the year 2024(Cut off Date) was set on Tuesday, 10 June 2025.

Beneficiaries of the remaining dividend of the fiscal year 2024 (01.01.2024-31.12.2024) were the shareholders registered in the Company's records in the Dematerialized Securities System on Wednesday, 11 June 2025 (Record Date).

The distribution (payment) of the above remaining dividend commenced on Monday, 16 June 2025 and was paid through the paying Bank "PIRAEUS BANK S.A.".

It was reminded that dividends which would not be collected until December 31st, 2030, would be waived (Greek Civil Code article 250, sect. 15), whereas the uncollected amounts would irrevocably be reimbursed to the Hellenic State in accordance with article 1 of legislative decree 1195/1942.

The Board of Directors of the Company announced to the investor community:

1. That the Annual Ordinary General Meeting of the Company's Shareholders, held on May 28, 2025, unanimously approved the election of a new twelve-member (12-member) Board of Directors (whose composition fully complies with the requirements, criteria, and provisions of Law 4706/2020 on corporate governance), with a five-

   year term pursuant to Article 7(2) of the Company's Articles of Association, extended until the expiration of the deadline within which the next Annual Ordinary General Meeting must be convened and until the adoption of a relevant resolution and by the same resolution, the above General Meeting also appointed the Independent Members of the Board of Directors.

2. That, following the election of the new

   twelve-member Board of Directors, the Board, at its meeting held on May 28, 2025, was constituted into a body as follows:

   1. Konstantinos Chalioris, son of Stavros - Chairman of the Board of Directors (Executive Member),

   2. Georgios Samothrakis, son of Panagiotis - Vice-Chairman of the Board of Directors (Independent Non-Execu-tive Member),

   3. Dimitrios Malamos, son of Petros -Chief Executive Officer (Executive Member),

   4. Athanasios Dimiou, son of Georgios - Member of the Board of Directors (Non-Executive Member),

   5. Vasileios Zairopoulos, son of Stylianos - Member of the Board of Directors (Non-Executive Member),

   6. Christos Shiatis, son of Panagiotis -Member of the Board of Directors (Non-Executive Member),

   7. Theodoros Kitsos, son of Konstantinos - Member of the Board of Directors (Non-Executive Member),

   8. Myrto Papathanou, daughter of Christos - Member of the Board of Directors (Independent Non-Executive Member),

   9. Fotini-Marina Niforou, daughter of Georgios - Member of the Board of Directors (Independent Non-Executive Member),

   10. Eleni Providi, daughter of Dimitrios -Member of the Board of Directors (Independent Non-Executive Member),

   11. Stylianos Vytogiannis, son of Konstantinos - Member of the Board of Directors (Independent Non-Executive Member) and

   12. Ektoras - Panagiotis Souroulidis, son of Athanasios - Member of the Board of Directors (Independent Non-Execu-tive Member).

       Announcement of the new formation of the Audit Committee and the Remuneration and Nomination Committee
       
       

       The Board of Directors of the Company announced to the investor community that:

       1. The Annual Ordinary General Meeting of the Company's shareholders held on May 28, 2025, elected a new Audit Committee, in accordance with article 44 of Law 4449/2017, as amended by article 74 of Law 4706/2020, which is designated as a Committee, composed of two (2) Third Parties - Non-Members of the Board of Directors and one (1) Independent Non-Ex-ecutive Member of the Board of Directors.

          Subsequently, on May 29, 2025, the newly formed Audit Committee held a meeting and, following a vote among its members

          in accordance with the provisions of article 44 of Law 4449/2017, unanimously constituted itself into a body as follows:

          1. Georgios Samothrakis, son of Panagiotis - Independent Non-Executive Member of the Board of Directors, Chairman of the Audit Committee,

          2. Konstantinos Kotsilinis, son of Eleft-herios - Third Party (Non-Member of the Board), Member of the Audit Committee,

          3. Sophia Manesi, daughter of Nikolaos - Third Party (Non-Member of the Board), Member of the Audit Committee.

          It was noted that all members of the Audit Committee, under its new formation, meet the requirements of article 44 of Law 4449/2017, possess sufficient knowledge of the Company's sector, as they also served on the previous composition of the Audit Committee, and demonstrably have sufficient auditing expertise, as evidenced by their detailed CVs available on the Com-pany's website.

          The term of office of the Audit Committee coincides with the term of the Board of Directors elected by the Annual Ordinary General Meeting of May 28, 2025, i.e., five

          (5) years, ending on May 28, 2030, extend-able until the date of the next Ordinary General Meeting and until a relevant resolution is adopted.

       2. The new Board of Directors of the Company, which was elected by the Annual Ordinary General Meeting of Shareholders held on May 28, 2025, following its constitution into a body and the designation of its Independent Non-Executive Members, proceeded, at its meeting of May 29, 2025, to appoint - in accordance with the provisions of the applicable legal framework and the Operating Regulations of the Company's Remuneration and Nomination Committee - the new members of the said Committee (RNC), which constitutes a Board Committee, composed of three (3) members of the Board of Directors, including two (2) Independent Non-Executive Members, within the meaning of Article 9(1) and (2) of Law 4706/2020, as in force, and one (1) Non-Executive Member of the Board. The Committee exercises, since its establishment, the duties and responsibilities provided under Articles 11 and 12 of Law 4706/2020.

Specifically, the following individuals were appointed as members of the consolidated Company's Remuneration and Nomina-

tion Committee:

1. Theodoros Kitsos, son of Konstantinos - Non-Executive Member of the Board of Directors,

2. Myrto Papathanou, daughter of Christos - Independent Non-Executive Member of the Board of Directors,

3. Eleni Providi, daughter of Dimitrios -Independent Non-Executive Member of the Board of Directors.

   For the sake of completeness, it was clarified that that the Independent Non-Exec-utive Members of the Remuneration and Nomination Committee, namely Ms. Myrto Papathanou and Ms. Eleni Providi, fully meet the independence requirements and criteria set forth in the applicable legal framework (Article 9(1) and (2) of Law 4706/2020). This compliance was reviewed, verified, and confirmed by the Annual Ordinary General Meeting of Shareholders held on May 28, 2025, when the above individuals were designated as Independent Non-Executive Members of the Board of Directors. The term of office of the Remuneration and Nomination Committee coincides with the term of the Board of Directors elected by the said General Meeting, i.e., five (5) years, expiring on May 28, 2030, and is extended until the deadline by which the next Annual Ordinary General Meeting must convene and until the relevant resolution is adopted.

   Subsequently, during its meeting held on May 29, 2025, the members of the Remuneration and Nomination Committee unanimously elected Ms. Myrto Papathanou as Chair of the Committee, having first confirmed that she is independent from the audited entity within the meaning of the provisions of Article 9(1) and (2) of Law 4706/2020, as currently in force, specifically:

   1. she does not directly or indirectly hold voting rights exceeding 0.5% of the Company's share capital and

   2. she is free from any financial, business, family, or other relationship of dependence, as such dependence is further specified in paragraph 2 of Article 9 of Law 4706/2020, which could affect her decisions or her objective, independent, and impartial judgment.

Following the above, the Remuneration and Nomination Committee was constituted into a body as follows:

1. Myrto Papathanou, daughter of Christos - Independent Non-Executive Member of the Board of Directors, Chair of the Remuneration and Nomination Committee,

2. Theodoros Kitsos, son of Konstantinos - Non-Executive Member of the Board of Directors, Member of the Remuneration and Nomination Committee,

3. 3. Eleni Providi, daughter of Dimitrios - Independent Non-Executive Member of the Board of Directors, Member of the Remuneration and Nomination Committee.

The Board of Directors approved the commencement of the implementation of the Company's Shares Buy-back Program, as approved by the Annual General Meeting of the Shareholders dated 28.05.2025.

It was noted that the approved Share Buyback Program includes the purchase of Company's shares through the Athens Exchange (ATHEX), in accordance with the provisions of articles 49 & 50 of L.4548/2018, until 28.05.2027, at a maximum number

of 3,510,349 common registered shares which in addition to the treasury shares currently held by the Company (863,796 treasury shares) correspond to 10% of the Company's current voting shares with a market price range for the share repurchases between fifty euro cents (€0.50) per share (minimum price) and ten euros (€10.00) per share (maximum price).

Purchases will be made in accordance with the current regulatory framework in place.

Τhe Company announced to the investor community that the five-year period for the collection of the dividend for the fiscal year 2019, expired on December 31st, 2025.

Following this date, dividends not collected from entitled parties will be written off, in favour of the Greek State.

Τhe Company announced to the investors community that on 31.12.2025 expired the five-year period for the collection of the cash distribution from prior years' profits, the distribution of which was decided by virtue of the decision of the Extraordi-

nary General Meeting of the Shareholders dated 14.12.2020, which cash distribution amounted (after deduction of the applicable withholding tax) to 0.054701 Euros per share.

The beneficiaries of the above cash distribution were the shareholders of the Company registered in the records of the Dematerialized Securities System (DSS) on Friday, December 18th, 2020 (record date).

The shareholders of the Company who were entitled to the above cash distribution from prior years' profits and for any reason had not received the correspond-

ing amount, were requested to proceed with its collection before the above date (31.12.2025).

Following this date, any unclaimed amounts not collected from entitled parties will be written off, in favour of the Greek State(article 1 of Legislative Decree 1195/1942).

The Board of Directors of the Company, in its meeting of November 12th, 2025, approved the distribution (payment) to the shareholders of the Company of an interim dividend from the current fiscal year 2025 earnings, of a total amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount).

The amount of the interim dividend per share, would be increased by the amount corresponding to the treasury shares that the Company will hold on the interim dividend cut-off date.

The Company with a later announcement provided further information regarding the exact amount of the interim dividend per share, including the increase which will correspond to the treasury shares that the Company will hold at the interim dividend cut-off date.

The above amount of the interim dividend is subject to 5% withholding tax, in accordance with articles 40 par. 1, 61, 62 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amendment by Law 4646/2019 (Government Gazette A΄ 201/12.12.2019).

The distribution (payment) of the interim dividend of fiscal year 2025 took place after two (2) months from the registration in

the General Electronic Commercial Registry (G.E.MI.) of the relevant announcement on the publication of the interim financial statements for the period 01.01.2025-30.06.2025 (First Half of the current fiscal year 2025).

By resolution of the Company's Board of Directors at its meeting held on 17 November 2025, the following dates were determined:

• Total amount of the interim dividend: 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount).

• Ex-Dividend (cut-off ) date for the interim dividend of Year 2025: Monday, January 19, 2026.

• Record date for the interim dividend of Year 2025: Tuesday, January 20, 2026.

• Distribution (payment) date for the interim dividend of Year 2025: Friday, January 23, 2026, and will be paid through the paying Bank "PIRAEUS BANK S.A.".

The Company reserved the right to change the above dates and / or the content of this Calendar, provided that investors were informed in a timely manner, by amending its Financial Calendar, in accordance with the specific Regulation's provisions.

The Company announced to the investors that following the completion of the tax audits for the financial year 2024 (fiscal year 2024), which were carried out by the tax auditors of the Group, in accordance with the provisions of article 78 law 5104/2024, both for the Company and its

subsidiaries 'Thrace Nonwovens & Geosynthetics S.A.', 'Thrace Polyfilms S.A.', 'Thrace Plastics Pack S.A.' as well as for the associated companies 'Thrace Eurobent S.A.' and 'Thrace Greenhouses S.A.', the relevant tax certificates were issued with an "unquali-fied opinion".

SECTION 2: Main Risks and Uncertainties

Financial Risk Management

The financial assets used by the Group, mainly consist of bank deposits, bank overdrafts, receivable accounts, payable accounts and loans.

The Group's activities, in general, create several financial risks. Such risks include market risk (foreign exchange risk and risk from changes of raw materials prices), credit risk, liquidity risk and interest rate risk.

Risk from Fluctuation of Raw Materials Prices

The Group is exposed to fluctuations in the price of polypropylene (represents approximately 43% of cost of sales), which are mainly faced by a similar change in the selling price of the final product. The possibility that the increase in the price of polypropylene cannot be fully passed on to the selling price, causes unavoidably the compression of margins. For this reason, the Group accordingly adjusts, to the extent it is feasible, its inventory policy as well as its commercial policy in general. Hence, in any case, the particular risk is deemed as relatively controlled.

Credit Risk

The credit risk to which the Group and the Company are exposed is the likelihood that a counterparty will cause financial loss to the Group and the Company as a result of the breach of its contractual liabilities.

The most significant credit risk to which the Group and the Company are exposed at the date of preparation of the financial statements is the book value of their financial assets. In order to address credit risk, the Group and the Company consistently apply a clear credit policy, which is monitored and evaluated on an ongoing basis so that the credit granted does not exceed the credit limit per customer. Furthermore, client sales insurance policies are also concluded per customer and no tangible guarantees on the assets of clients are required.

In order to monitor credit risk, customers are grouped according to the category they belong to, their credit risk characteristics, the maturity of their receivables and any previous receivables that they have caused, taking into account future factors related to the customers and the economic environment.

Liquidity Risk

Liquidity risk monitoring focuses on the management of cash inflows and outflows on a consistent basis, so that the Group has the ability to meet its cash liabilities and retain the cash reserves required for its operations. Liquidity is managed by maintaining cash and approved bank credit lines. At the date of preparation of the financial statements, unused approved bank cred-

its were available to the Group, which are considered sufficient to handle any possible shortage of cash in the future.

Short-term bank liabilities are renewed at maturity, as they are part of the approved bank credit lines.

The following table presents the liabilities - disbursements according to their maturity dates.

Foreign Exchange Risk

The Group is exposed to foreign exchange risks arising from existing or expected cash flows in foreign currency and investments that have been made in countries outside Greece. The Group uses hedge instruments, mainly foreign currency forward

contracts, to hedge the risks arising from changes in foreign exchange rates.

Sensitivity analysis of the effect of exchange rate changes is given in the table below.

Interest Rate Risk

The long-term loans of the Group have been granted by Greek and international banks and are mainly in Euro. Their repayment time varies, depending on the loan agreement and they are usually linked to Euribor plus spread. The Group's short-term loans have been granted by various banks, mainly with Euribor interest rate plus spread as well as Libor interest rate plus spread.

The Group Management monitors the evolution of the interest rates level and initiate

actions, to the extent possible, to retain or decrease the spreads. At the same time, effort is being placed on liquidity management, with a target to maintain a rational debt balance, compared with Group's sales volume, profitability level and the size of investment plans.

It is estimated that a change in the average annual interest rate by 1% will result in a (charge) / improvement of Earnings before Tax as follows:

Capital Adequacy Risk

The Group monitors capital adequacy using the Net Debt to EBITDA ratio and the Net Debt to Equity ratio. The Group's objective in relation to capital management is to ensure the ability for its smooth operation in the future, while providing rational returns to shareholders and benefits

to other parties, as well as to maintain an adequate capital structure so as, to ensure a low cost of capital. For this purpose, it systematically monitors working capital, in order to maintain the normal level of external financing.

Climate Change Risk

All information regarding climate change risks concerning the Group is disclosed in detail in the Group's Sustainability Report, Section 8 - General Information, Chapter IRO-1. The description of the processes for

identifying and assessing material impacts, risks and opportunities in the Double Materiality Analysis is provided in Paragraph

D. Identification of Risks and Opportunities (See Section 8 of this report).

SECTION 3: Significant Transactions with Related Parties

The most significant transactions between the Company and its related parties, as defined by International Accounting Standard 24, are described below.

The most significant transactions between the Company and its affiliated companies and individuals (related parties), as defined by International Accounting Standard 24, are described below.

It should be noted that the reference to the particular transactions includes the following data:

1. the amount of the most material transactions for the year 2025

2. their outstanding balance at the end of the year (31.12.2025)

3. the nature of relation between the related party and the Company, as well as

4. any information concerning the transactions, which is required for the understanding of the Company's financial position, only to the extent that these transactions are material.

Company's Revenues from Related Parties

The following table includes the Compa-ny's most significant revenues (including Turnover and other income) from related parties, i.e. from Company's subsidiaries:

In summary, there were no changes in transactions between the Company and its related parties that could have a material impact on the Company's financial position and performance for the fiscal year 2025.

All of the above transactions were carried out on arm's length basis and under normal market conditions, and did not involve any exceptional, bespoke, or non standard characteristics that would require further analysis on a per related party basis.

Short-term Liabilities of the Company to Related Parties

There are no material short-term liabilities of the Company to related parties.

Remuneration to the members of the Board of Directors

The remuneration granted to the members of the Company's Board of Directors amounted to €1,735 in 2025 against €1,628 in 2024. The remuneration of the members of the Board of Directors for the Group amounted to €4,777 in 2025 versus €4,340 in 2024 and relate to the Boards of Direc-

tors of 18 companies and to 30 people that participate in these BoDs, including salaries of the executive members of the Boards, other remuneration and benefits of both the executive and the non-execu-tive members.

Bank guarantees and grants in favor of its subsidiaries

Bank guarantees issued by banks on behalf of the Company against third parties (State owned companies, Suppliers, Customers) amount to €834.

The Company has granted guarantees to banks against long-term loans of its subsidiaries. On December 31, 2025, the outstanding amount for which the Company had provided guarantee settled at €65,792 and is analyzed as follows:

Statutory external auditors' fees

During the financial year 2024, the total fees paid for services provided by auditing firms, amounted to € 712 for the Group and to €227 for the Company.

SECTION 4: Analytical Information according to Article 4 par. 7 and 8 of Law 3556/2007, as currently in effect

The Company, according to article 4 par. 7 and 8 of L. 3556/2007 is required to include in the present Report, analytical information regarding a series of issues, as follows:

1. Structure of Company's share capital

   The Company's share capital on 31.12.2025 amounted to twenty eight million eight hundred sixty nine thousand, three hundred fifty eight Euros and thirty two cents (€28,869,358.32) and was divided into forty three million seven hundred forty one thousand, four hundred fifty two (43,741,452) common registered shares, with a nominal value of sixty six cents (€0.66) each. All Company shares are common, registered, with voting rights (with

   the exception of any treasury shares held by the Company), and are listed on the organized Market of the Athens Stock Exchange and specifically in the Main Market under the Industrial Goods & Services

   / Plastics sector. The structure and the formation of the Company's share capital are presented in detail in article 5 of the Company's Articles of Association. The Company's shares were listed on the Athens Exchange on 26 June 1995 and are being traded on this market up until today, without any interruption. From each share, all rights and obligations stipulated by the law and the Company's Articles of Association emanate. The possession of each share results automatically into the full and with no reservations acceptance of the Company's Articles of Association and the decisions that have been made by

   the pertinent bodies of the Company in accordance with the law and the Articles of Association. Each share provides for one (1) voting right.

2. Limitations to the transfer of Company shares

   The transfer of Company shares takes place as stipulated by the Law and there are no limitations regarding such transfers in relation to its Articles of Association or other special agreements or other regulatory provisions.

3. Significant direct or indirect shareholdings according to the definition of Law 3556/2007

With regards to significant shareholdings in the share capital and voting rights of the Company, according to the definition of provisions of articles 9 to 11 of L. 3556/2007, the Company's shareholders, with equity stake above 5%, as of 31.12.2025 were the following:

LAST NAME

NAME

SHARES

IN "JOINT INVESTMENT SHARES"

SHARES NOT

IN "JOINT INVESTMENT SHARES"*

TOTAL

SHARES

VOTING

RIGHTS

*For additional information please see the corporate announcement 10/3/2023, which is summarized as follows:

Mr. Konstantinos Chalioris, shareholder and Chairman of the Board of Directors of the Company, transferred from his individual share, to two "Joint Investor Shares" (KEM), the first one jointly created with his son Alexandros Chalioris and the second one jointly created with his son Stavros Chalioris (himself being the first beneficiary in both "Joint Investor Shares", a total of 18,000,983 common registered shares with voting rights, i.e. a percentage of 41.153% of a total of 43,741,452 common registered shares with voting rights of the Company.

However, following the above, there was absolutely no change in the number and percentage of shares and voting rights controlled by Mr. Konstantinos Chalioris, who holds a total of 18,936,558 common registered shares with voting rights of the Company (and the same number of voting rights) a percentage of 43.292%. More specifically, he holds 18,000,983 common registered shares through the aforementioned "Joint Investor Share" (percentage of 41.153%) and 935,575 common registered shares with voting rights (percentage 2.139%) through his individual share.

Mr. Stavros Chalioris, son of Konstantinos, due to his participation in the aforementioned "Joint Investor Share" (which he holds jointly with Konstantinos Chalioris) holds 9,000,491 common registered shares of the Company (percentage 20.577%), while he already holds 212,071 common registered shares with voting rights (percentage 0.484%) in his individual share and

Mr. Alexandros Chalioris, son of Konstantinos, due to his participation in the aforementioned "Joint Investor Share" (which he holds jointly with Konstantinos Chalioris) holds 9,000,492 common registered shares of the Company (percentage 20.577%), while he already holds 212,071 common registered shares with voting rights (percentage of 0.484%) in his individual share.