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Cenergy Holdings S.A.

Interim / Quarterly Report Sep 17, 2025

3928_ir_2025-09-17_aaeabb69-c52a-4aad-8e91-27634581934e.pdf

Interim / Quarterly Report

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INTERIM REPORT FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2025

1 INTERIM REPORT FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2025

INTERIM REPORT FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2025

TABLE OF CONTENTS

Key Consolidated Financial Data3
Interim Management Report4
Report on the allocation of funds raised from the share capital increase 12
Management Statement 14
Shareholder Information15
Condensed Consolidated Interim Financial Statements16
Condensed Consolidated Statement of Financial Position16
Condensed Consolidated Statement of Profit or Loss17
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 18
Condensed Consolidated Statement of Changes in Equity 19
Condensed Consolidated Statement of Cash Flows20
Notes to the Condensed Consolidated Interim Financial Statements21
Statutory auditor's report on the condensed consolidated interim financial statements38
Alternative Performance Measures39

Key Consolidated Financial Data

30/6/24 31/12/24 30/6/25

30/6/24 31/12/24 30/6/25

* Source: For the definitions of a-EBITDA, EBIT and Net debt, see section APMs.

30/6/24 31/12/24 30/6/25

This section focuses on Cenergy Holdings' business performance for the period ended 30 June 2025. The Condensed Consolidated Interim Financial Statements, prepared in accordance with IAS 34, are presented on pages 16 to 37.

Key highlights

Interim Management Report

  • Revenue surpassed the EUR 1 billion threshold during the first half of the year with improved margins across all business units.
  • Adjusted EBITDA1 increased by 43% compared with H1 2024 and reached EUR 171 million with the corresponding margins at 16.7%. Profitability was driven by efficient execution of awarded energy infrastructure projects and an improving sales mix with the steel pipes segment maintaining its strong momentum and boosting its adjusted EBITDA margin to 18.2% (2.1pp higher than H1 2024). As for the cables segment, it also strengthened its margin to 16.3%, up from 14.2% in H1 2024 due to the favourable shift towards projects as the capacity expansion of the Corinth submarine cables plant was recently completed. The construction of the land cables manufacturing facility in Maryland, USA remains on track.
  • Consolidated profit before tax and net profit after tax stand at EUR 124 million (+70% y-o-y) and EUR 95 million (+69% y-o-y) respectively.
  • Order backlog2 on 30 June 2025 remained stable above EUR 3.3 billion.
  • We expect adjusted EBITDA in FY 2025 to reach EUR 310 – 340 million (up from EUR 300 330 million announced earlier this year).

Overview

In the first half of 2025, Cenergy Holdings continued its positive results with adjusted EBITDA reaching EUR 171 million, a 43% increase over H1 2024. Both segments contributed strongly to this performance with cables continuing to deliver solid earnings, as it successfully kept on fulfilling its substantial order backlog, while steel pipes benefited from improved margins driven by a favourable project mix and outperformed even the exceptional first semester of 2024.

Demand for cable products remained healthy with stable prices, while both segments continued efficient execution of energy-related projects, the primary driver of profitability growth. Profit after tax for the period amounted to EUR 95 million.

Both Hellenic Cables and Corinth Pipeworks secured new projects that kept the Group's total backlog above the EUR 3 billion threshold (EUR 3.33 billion as of 30 June 2025). Notable recent awards include contracts for more than 180km for the Adriatica pipeline project in Italy, a turnkey contract from Réseau de Transport d'Électricité (RTE) in partnership with Asso.subsea, another for 225kV HVAC export cables for the Dunkerque Offshore Wind Farm in France, a 41km LSAW pipeline for the HyNet Carbon Capture and Storage (CCS) Pipeline in Liverpool Bay in the UK and the supply of 230kV submarine cables for the Silver Run Expansion Project in the USA.

In the cables segment, the newly operational expanded capacity for offshore cables led to a notable increase in both the top and the bottom line, as a higher number of projects in the segment's robust order backlog progressed smoothly. High-capacity utilization across all production lines continues to support growth and enhance overall performance. A slow ramp-up of the integration of new capacity in the Corinth plant has been resolved and the new lines are now fully operational. Revenue from projects surged by 63%, underscoring the Group's "value over volume" approach. Meanwhile, low and medium voltage power cables maintained healthy

1 Adjusted EBITDA, defined in Appendix D "Alternative Performance Measures (APMs)".

2 Order backlog includes signed contracts, as well as contracts not yet in force, for which the subsidiaries have either received a letter of award or been declared preferred bidder by the tenderers.

profitability margins, contributing to the segment's solid results. Altogether, these achievements drove a 52% year-on-year increase in adjusted EBITDA that reached EUR 121 million. The segment's backlog remained strong at EUR 2.8 billion with more awards expected by year end. Finally, the segment progressed its comprehensive capital expenditure programme, with key investments aimed at expanding onshore cable production in Thiva and Eleonas (Greece), as well as establishing a new manufacturing facility in Baltimore, Maryland.

The steel pipes segment demonstrated an even stronger performance in the first half of 2025, with revenue reaching EUR 280 million and a record-high EBITDA margin of 18.2%, up from 16.1% in H1 2024. Profit before tax rose to EUR 40 million, marking a 53% increase compared to the same period last year. The order backlog remained solid at EUR 560 million and the order intake of EUR 350 million exceeded half-year revenue. Key projects executed during this period included OMV Petrom's Neptune deepwater project in Romania, Woodside Energy's Trion offshore project in the Gulf of Mexico, and hydrogen-certified pipeline projects for Snam in Italy. Additionally, new projects such as BP's NEP CCS development in the North Sea were launched. Furthermore, Corinth Pipeworks completed the successful commissioning and operation of its new Concrete Weight Coating (CWC) plant at its production facility in Thisvi, Greece.

Group financial review

Profitability analysis

Amounts in EUR thousand H1 2025 H1 2024 Change (%)
Revenue 1,022,220 812,157 26%
Gross profit 185,099 132,644 40%
Gross profit margin (%) 18.1% 16.3% 178 bps
a-EBITDA 170,947 119,456 43%
a-EBITDA margin (%) 16.7% 14.7% 201 bps
EBITDA 171,248 121,196 41%
EBITDA margin (%) 16.8% 14.9% 183 bps
a-EBIT 152,549 102,890 48%
a-EBIT margin (%) 14.9% 12.7% 225 bps
EBIT 152,850 104,630 46%
EBIT margin (%) 15.0% 12.9% 207 bps
Net finance costs (29,300) (31,747) -8%
Profit before income tax 123,550 72,883 70%
Profit after tax for the year 95,256 56,463 69%
Net profit margin (%) 9.3% 7.0% 237 bps
Profit attributable to owners 95,255 56,459 69%
  • Source: Condensed Consolidated Statement of Profit or Loss and section APMs

  • All percentages are versus revenue

Amounts in EUR H1 2025 H1 2024 Change (%)
Earnings per share 0.44875 0.29692 51%

During H1 2025, the Group delivered strong financial results, with consolidated revenue increasing by 26% yearon-year to EUR 1,022 million. 2025 second quarter's turnover was 28% higher than that of Q2 2024 and 10% higher than Q1 2025, reflecting sustained growth momentum across both business segments. Cables' revenue rose by 33%, driven by an improved product mix and robust performance across both subcategories: +63% in projects and +17% in power and telecom products. The steel pipes segment achieved 11% revenue growth versus H1 2024, maintaining the positive course established over the past two years.

The favourable mix of steel pipes projects and the increased contribution of cables projects to total revenue supported a notable improvement in adjusted EBITDA margins. As a result, adjusted EBITDA reached EUR 171 million, marking a 43% increase compared to H1 2024. Profitability margins in Q2 2025 exceeded 17%, contributing EUR 95 million to adjusted EBITDA, which is up 46% y-o-y and 26% q-o-q.

Net finance costs declined by 8% y-o-y, amounting to EUR 29 million in H1 2025 (vs. EUR 32 million in H1 2024), due to lower credit spreads and lower reference rates. Foreign exchange losses, linked to the Group's USD cash holdings for the Maryland investment and included in finance costs, totalled ca. EUR 7 million in H1 2025, compared to only EUR 0.2 million in H1 2024. Excluding this impact, net finance costs were 29% lower than those of H1 2024.

Strong operational performance led to a 70% increase in profit before income tax versus H1 2024, while profit after tax exceeded EUR 95 million, representing 9.3% of revenue.

Consolidated Statement of Financial Position (simplified)

Amounts in EUR thousand 30 Jun 2025 31 Dec 2024
ASSETS
Property, plant and equipment 944,971 850,478
Intangible assets 40,760 40,902
Equity - accounted investees 34,660 31,913
Other non-current assets 23,045 25,347
Non-current assets 1,043,436 948,640
Inventories 492,379 505,580
Trade and other receivables 183,898 139,588
Contract assets 391,212 242,572
Cash and cash equivalents 343,715 442,461
Other current assets 42,430 23,546
Current assets 1,453,634 1,353,747
TOTAL ASSETS 2,497,070 2,302,387
EQUITY 780,610 710,897
LIABILITIES
Loans and borrowings 184,584 243,480
Lease liabilities 5,707 6,315
Deferred tax liabilities 68,598 61,013
Other non-current liabilities 18,405 22,473
Non-current liabilities 277,295 333,281
Loans and borrowings 493,616 342,048
Lease liabilities 3,028 2,837
Trade and other payables 630,263 667,000
Contract liabilities 249,226 200,853
Other current liabilities 63,032 45,472
Current liabilities 1,439,165 1,258,209
TOTAL LIABILITIES 1,716,460 1,591,490
TOTAL EQUITY & LIABILITIES 2,497,070 2,302,387
  • Source: Condensed Consolidated Statement of Financial Position

Total capital expenditure for the Group amounted to EUR 119 million in H1 2025, with EUR 108 million intended for the cables segment and the rest to steel pipes, as the former advances its capacity enhancement plans to serve a growing demand.

Working capital3 (WC) increased by EUR 157 million, reaching EUR 151 million as of 30 June 2025, compared to the negative levels of EUR (6) million at year-end 2024. This was anticipated and primarily driven by the timing of milestone payments related to projects under execution. To support both capital expenditure and working capital needs, the Group used available cash and unutilized credit lines. As we noted in our previous financial statements, future working capital needs remain sensitive to the timing of advance and milestone payments in energy-related projects, as well as fluctuations in raw material prices.

The combination of substantial capital expenses and higher working capital requirements, mainly for the cables segment, led to a rise in net debt, at EUR 343 million on 30 June 2025, EUR 191 million higher than the level of year end 2024. Cash proceeds from the Share Capital Increase of October 2024 continue to positively impact the Group's financial position, with the parent company's net cash reaching EUR 162 million at the end of the semester.

Performance by business segment

Cables

The cables segment showed a healthy performance in the first half of 2025 with revenues of EUR 742 million (+33% y-o-y). As previously mentioned, growth was primarily fuelled by the projects business, which recorded a remarkable 63% surge in revenues compared to H1 2024, supported by the recent capacity expansion and the segment's continued focus on high value-added activities. Adjusted EBITDA grew to EUR 121 million (+52% y-oy), with margins rising to 16.3%, up from 14.2% in the prior-year period. Improved profitability was due to higher revenue contribution and consistently strong margins of the projects business. On the other hand, cables products conserved solid profits, maintained by good demand and healthy margins.

Hellenic Cables continued throughout 2025 a successful tendering activity with several new awards:

  • a turnkey contract, together with Asso.subsea, from Réseau de Transport d' Électricité (RTE) for the 225kV HVAC export cables of the Dunkerque Offshore Wind Farm in France,
  • the design, manufacturing and testing of the 230kV submarine cables and the supply of related cable accessories and spare materials for the Silver Run Expansion Project in the USA.
  • frame contracts with European TSOs for low voltage and medium voltage cables.

Overall, Hellenic Cables secured over EUR 200 million of new orders, both project and framework contracts, despite challenges from a turbulent macroeconomic environment. Consequently, the cables order backlog amounted to ca. EUR 2.8 billion by 30 June 2025 (EUR 3 billion on 31.12.24).

At the same time, several projects were successfully fully or partially delivered throughout the first six months of the year. Among others, the installation for the turnkey project Ostwind 3 (220kV export cable system) in Germany for 50Hertz progressed significantly, while the production of both the export and inter-array cables for the Thor OWF in Denmark was completed. Furthermore, production of cables for several other projects, such as the export ones for the Baltyk II OWF in Poland, the interconnection of DolWin Kappa platform in Germany and inter-array cables for the "Eoliennes en Mer – Dieppe Le Tréport" OWF in France and the East Anglia 3 OWF in the UK progressed as planned.

Net finance costs decreased by 9% y-o-y to EUR 20 million due to lower interest rates, despite needs to finance the ongoing investment programmes, mainly in the onshore cables plants. Profit before income tax almost

3 Working capital is defined as the sum of a) inventories, b) current trade and other receivables, c) contract assets, d) current contract costs and e) income tax receivables minus f) current trade and other payables, g) provisions, h) current and non-current contract liabilities and i) current tax liabilities.

doubled, to EUR 88 million vs. EUR 47 million in H1 2024. Net profit after tax followed the same trend and reached EUR 67 million from EUR 35 million, a year earlier.

As of 30 June 2025, the cables segment's net debt reached EUR 491 million because of higher working capital requirements and ongoing investment programs. Capital expenditure for the first half of 2025 totalled EUR 108 million, allocated as follows:

  • EUR 49 million for the final phase of capacity expansion in the offshore cables plant in Corinth;
  • EUR 40 million for upgrades to the two onshore cables plants in Greece: new production lines and equipment at the Thiva plant which will become a best-in-class facility for MV, HV, and EHV ground and underground cables (completion expected by year-end) and continued investments in the Eleonas plant for operational efficiency and productivity works;
  • EUR 4 million for improvements in the Bucharest plant, and
  • EUR 15 million for the launch of works in the new land cables facility in Maryland, U.S.

The summary consolidated statement of profit or loss for the cables segment is as follows:

Amounts in EUR thousand H1 2025 H1 2024 Change (%)
Revenue 742,442 560,086 33%
Gross profit 131,214 88,255 49%
Gross profit margin (%) 17.7% 15.8% 192 bps
a-EBITDA 120,665 79,385 52%
a-EBITDA margin (%) 16.3% 14.2% 208 bps
EBITDA 120,943 81,125 49%
EBITDA margin (%) 16.3% 14.5% 181 bps
a-EBIT 107,907 67,800 59%
a-EBIT margin (%) 14.5% 12.1% 243 bps
EBIT 108,185 69,540 56%
EBIT margin (%) 14.6% 12.4% 216 bps
Net finance costs (20,340) (22,452) -9%
Profit before income tax 87,844 47,088 87%
Profit after tax for the year 67,128 35,333 90%
Net profit margin (%) 9.0% 6.3% 273 bps
Profit attributable to owners 67,127 35,330 90%
  • Source: Condensed Consolidated Interim Financial Statements and APMs

  • All percentages are versus revenue.

Steel pipes

The steel pipes segment maintained its strong momentum from 2024, delivering further revenue growth in the first half of 2025. Turnover increased to EUR 280 million, up from EUR 252 million in H1 2024, while adjusted EBITDA rose to ca. EUR 51 million, compared to EUR 41 million in the prior-year period. Hence, steel pipes achieved a record-high EBITDA margin of 18.2%, almost 2pp higher than H1 2024.

This achievement was assisted by selective capacity-enhancing investments, allowing higher production volumes, and profited from a high-margin project mix. Elevated energy prices and the ongoing need for alternative natural gas transportation routes continue to drive pipeline demand, reviving and/or bringing forward a number of projects around the world aligned with the energy transition agenda.

In the first six months of the year, Corinth Pipeworks manufactured and executed several significant projects such as:

  • OMV Petrom's Neptun deep offshore gas pipeline in Romania (162Km of 30" LSAW pipes),
  • Several pipes for Snam in Italy, including parts of the Adriatica gas infrastructure, the majority of which are certified to transport up to 100% of hydrogen, and
  • Large diameter pipeline projects for US and Israeli customers and HFW offshore pipelines for projects in the North Sea and Norwegian sea.

As of 30 June 2025, the order backlog for the steel pipes segment stood at EUR 560 million, up from EUR 430 million six months earlier. This reflects the successful award of several high-profile projects, reinforcing Corinth Pipeworks' strong market positioning. Key new awards include:

  • 41km of LSAW steel pipes for the offshore part of the HyNet CO2 Pipeline in Liverpool, UK, operated by ENI, a project of strategic importance to the country's decarbonization goals and global climate efforts.
  • New awards / lots from Snam for the Adriatica gas pipeline in Italy.

Additional awards across the U.S., the UK and Netherlands further validate the steel pipes segment's competitive edge in delivering high-performance pipeline solutions.

Net finance costs declined significantly by 47% year-over-year, amounting to only EUR 5 million in H1 2025. The reduction was due to both improved interest rate conditions and lower average debt levels compared to the same period last year. Profit before income tax rose to EUR 40 million, up from EUR 26 million in H1 2024, while net profit after tax increased by 51%, reaching approx. EUR 33 million. Operational efficiency and disciplined financial management were major factors towards achieving these results.

As of 30 June 2025, the steel pipes segment's net debt remained stable at EUR 14.5 million (EUR 15 million at year-end 2024) as strong profitability offset the moderate increase in working capital (EUR 17 million vs. EUR 6 million on 31.12.24). It also enabled the segment to self-finance selective capital expenses of EUR 10.5 million during the period, the most significant being the successful commissioning and launch of the new Concrete Weight Coating (CWC) plant at the Thisvi facility in Greece. This state-of-the-art coating line significantly enhances the company's ability to deliver fully integrated offshore pipeline solutions from a single location, reinforcing its strategic positioning in the global energy infrastructure market.

The summary consolidated statement of profit or loss for the steel pipes segment is as follows:

Amounts in EUR thousand H1 2025 H1 2024 Change (%)
Revenue 279,779 252,071 11%
Gross profit 53,884 44,389 21%
Gross profit margin (%) 19.3% 17.6% 165 bps
a-EBITDA 50,809 40,583 25%
a-EBITDA margin (%) 18.2% 16.1% 206 bps
EBITDA 50,832 40,583 25%
EBITDA margin (%) 18.2% 16.1% 207 bps
a-EBIT 45,175 35,604 27%
a-EBIT margin (%) 16.1% 14.1% 202 bps
EBIT 45,198 35,604 27%
EBIT margin (%) 16.2% 14.1% 203 bps
Net finance costs (5,009) (9,385) -47%
Profit before income tax 40,189 26,220 53%
Profit after tax for the year 32,611 21,554 51%
Net profit margin (%) 11.7% 8.6% 311 bps
Profit attributable to owners 32,611 21,554 51%
  • Source: Condensed Consolidated Interim Financial Statements and APMs

  • All percentages are versus revenue

Main risks and uncertainties for H2 2025

This section has been developed in the notes to the Condensed Consolidated Interim Financial Statements, note 4 "Financial risk management".

Subsequent events

This section has been developed in the notes to the Condensed Consolidated Interim Financial Statements, note 16 "Subsequent events".

Outlook

The high order backlog of Cables remains the cornerstone of their positive financial outlook for the remainder of 2025 and into the medium term. The segment has already expanded its offshore cables capacity, is actively progressing with the expansion of its onshore cables business lines in Greece and is also advancing its strategic investment in the U.S. onshore cables market. Global trends like the growing electricity demand, the need for grid modernization in most developed economies and the rise in renewable energy generation in Europe are expected to persist well in the next decade. These "megatrends" have elevated the strategic importance of the entire cables industry, directly fueling the segment's expansion plans and strengthening its order pipeline. Demand for LV and MV power cables also remains strong, with additional volume secured through long-term framework contracts, further reinforcing the segment's growth path.

Steel pipes continue to build on their strong market position, supported by high-capacity utilization, improved profitability, and a revolving backlog of strategic projects. Recent investments in capacity enhancement, production optimization, and advanced downstream capabilities have laid the foundation for capturing new opportunities. Looking ahead, Corinth Pipeworks anticipates continued demand for natural gas infrastructure, which remains the dominant transitional fuel globally. In parallel, the energy transition is driving short-term demand for CCS projects and longer-term investment in hydrogen infrastructure — both areas where Corinth Pipeworks has established itself as a market leader.

Based on the visibility for future performance, substantiated by the strong order backlog, and having achieved a strong H1 2025 profitability, Cenergy Holdings expects its adjusted EBITDA to be in the range of EUR 310 – 340 million for the FY 2025. The financial outlook is subject to several assumptions including (a) smooth execution of energy projects across both segments, (b) no further significant changes in trade policies (tariffs) and (c) limited financial impact from geopolitical uncertainties, macroeconomic volatility, supply chain disruptions, or other external shocks.

Pursuant to an authorization granted by the Company's extraordinary shareholders' meeting of 2 October 2024 and Article 7ter of the Company's Articles of Association, the Board of Directors of the Company was authorised to decide the issuance of new shares within the framework of authorised capital and to increase the share capital by a maximum amount of EUR 200 million (including issue premium).

On 6 October 2024, the Board of Directors decided to increase the Company's share capital by a maximum amount of EUR 200 million (including issue premium), by way of issuance of new shares, with disapplication of the statutory preference rights of the Company's existing shareholders pursuant to Article 7:188 and following of the Belgian Code on Companies and Associations (the BCCA).

On 7 October 2024, the Belgian Financial Services and Markets Authority (the "FSMA") approved the Prospectus on the share capital increase through payment in cash and allocation of new Shares through public offering to list all shares on the Euronext Brussels and the Regulated Securities Market of the Athens Exchange.

As a result of the above, on 11 October 2024, 22,222,222 new ordinary shares of no nominal value of the Company were issued at a price of EUR 9.00 per new share. The new shares were offered in parallel through a public offer in Belgium and Greece and private placements to certain institutional investors in various jurisdictions. The total gross proceeds raised by the Company from the said offer, before deducting expenses, amounted to EUR 199,999,998.00 (22,222,222 new shares multiplied by the offer price of EUR 9.00).

Full payment of the Company's share capital increase was verified on 15 October 2024.

On 16 October 2024, the new shares were admitted for trading on the regulated market of Euronext Brussels and the Regulated Securities Market of the Athens Exchange under ticker symbol "CENER".

Appropriation of funds raised from the Company's share capital increase

Remaining funds
Funds Allocated to be allocated
until as at
Amounts in EUR thousand Funds raised 30 June 2025 30 June 2025
Total funds raised 200,000 - 200,000
Less: Issuance costs (12,764) - (12,764)
Total 187,236 - 187,236
Financing the first phase of the
construction of a cable
manufacturing facility in Baltimore - (13,320) (13,320)
General corporate purposes - -
Grand Total 187,236 (13,320) 173,916

The remaining funds to be allocated as of 30 June 2025 are placed with short-term bank term deposits and low risk money market instruments, which are included in the financial statements of the period ended on 30 June 2025 in the "Cash and cash equivalents" account.

The foreign exchange rate used for the calculations of the table above was the average rate USD/EUR for the period 1 January 2025 until 30 June 2025. The table above does not include the effect on remaining funds to be allocated as at 30 June 2025 due to movements of the foreign exchange rates.

Up to 30 June 2025, the Company has proceeded with capital contributions to Hellenic Cables Americas, using the funds raised from the share capital increase, of a total value of EUR 26.0 million.

The Company intends to use the funds raised from the share capital increase to carry out investments pursuant to PART 3 'RATIONALE OF THE OFFER AND USE OF PROCEEDS' in Cenergy Holdings' Prospectus of 8 October 2024 and, more specifically, for:

  • financing the first phase of the construction of a cable manufacturing facility in Baltimore, Maryland, United States; and
  • for general corporate purposes and, to the extent deemed required by the Group, to finance further improvements to, and expansion of the production capacity of, the Group's existing facilities in Greece.

Management Statement

Statement on the true and fair view of the condensed consolidated interim financial statements and the fair overview of the interim management report

Dimitrios Kyriakopoulos, Alexios Alexiou, Maria Kapetanaki and Alexandros Benos, members of the Executive Management certify, on behalf and for the account of the Company, that, to their knowledge:

  • a) the condensed consolidated interim financial statements which have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union, give a true and fair view of the equity, financial position and financial performance of the Company and its subsidiaries and associates;
  • b) the interim management report includes a fair overview of the information required under Article 13, §§ 5 and 6 of the Royal Decree of November 14, 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.

SHAREHOLDER INFORMATION

Shareholder Information

Cenergy Holdings' share capital is set at EUR 131,668,934.53 represented by 212,384,903 shares without nominal value. The shares have been issued in registered and dematerialised form. All shares are freely transferable and fully paid up. The Company has not issued any other category of shares, such as non-voting or preferential shares. All shares representing the share capital have the same rights. In accordance with the articles of association of the company, each share entitles its holder to one vote.

Cenergy Holdings' shares are listed under the symbol "CENER" with ISIN code BE0974303357 on the regulated market of Euronext Brussels and on the main market of the Athens Exchange with the same ISIN code and with the symbol CENER (in Latin characters).

Financial Calendar

Publication / Event Date
H1 2025 Financial Results Conference Call 18 September 2025
Q3 2025 trading update 19 November 2025
Q3 2025 trading update - Conference Call 20 November 2025
Financial results FY 2025 – Press release 4 March 2026
Financial results FY 2025 – Conference Call 5 March 2026
Ordinary General Meeting 2026 26 May 2026

Contacts

For further information, please contact:

Sofia Zairi

Chief Investor Relations Officer Tel: +30 210 6787111, +30 210 6787773 Email: [email protected]

Condensed Consolidated Interim Financial Statements

Condensed Consolidated Statement of Financial Position

Amounts in EUR thousand 30 June 2025 31 December 2024
ASSETS Note
Property, plant and equipment 9 944,971 850,478
Right of use assets 8,235 8,749
Intangible assets 10 40,760 40,902
Investment property 155 155
Equity - accounted investees 11 34,660 31,913
Other investments 13 4,888 4,500
Derivatives 13 374 495
Trade and other receivables 677 534
Contract costs - 222
Deferred tax assets 8,715 10,692
Non-current assets 1,043,436 948,640
Inventories 8 492,379 505,580
Trade and other receivables 183,898 139,588
Contract assets 6 391,212 242,572
Contract costs 66 288
Income tax receivables 18,207 18,329
Derivatives 13 24,158 4,928
Cash and cash equivalents 343,715 442,461
Current assets 1,453,634 1,353,747
Total assets 2,497,070 2,302,387
EQUITY
Share capital 131,669 131,669
Share premium 232,059 232,059
Treasury shares (680) (1,127)
Reserves 43,053 36,205
Retained earnings 374,465 312,047
Equity attributable to owners of the Company 780,566 710,852
Non-controlling interests 45 45
Total equity 780,610 710,897
LIABILITIES
Loans and Borrowings 12 184,584 243,480
Lease liabilities 12 5,707 6,315
Employee benefits 4,344 4,034
Grants 14,006 13,379
Trade and other payables 56 59
Deferred tax liabilities 68,598 61,013
Contract liabilities - 5,000
Non-current liabilities 277,295 333,281
Loans and borrowings 12 493,616 342,048
Lease liabilities 12 3,028 2,837
Trade and other payables 630,263 667,000
Provisions 15,809 17,813
Contract liabilities 249,226 200,853
Current tax liabilities 39,330 21,946
Derivatives 13 7,893 5,712
Current liabilities 1,439,165 1,258,209
Total liabilities 1,716,460 1,591,490
Total equity and liabilities 2,497,070 2,302,387

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Condensed Consolidated Statement of Profit or Loss

Amounts in EUR thousand For the six months ended 30 June
Note 2025 2024
Revenue 6 1,022,220 812,157
Cost of sales (837,121) (679,513)
Gross profit 185,099 132,644
Other income 2,412 4,122
Selling and distribution expenses (8,649) (8,817)
Administrative expenses (25,845) (20,572)
Impairment loss on receivables, including contract assets (65) (68)
Other expenses (1,587) (3,090)
Operating profit 151,366 104,220
Finance income 3,685 595
Finance costs (32,985) (32,341)
Net finance costs (29,300) (31,747)
Share of profit of equity-accounted investees,
net of tax 11 1,484 410
Profit before tax 123,550 72,883
Income tax expense 7 (28,294) (16,421)
Profit for the period 95,256 56,463
Profit attributable to:
Owners of the Company 95,255 56,459
Non-controlling interests 1 4
95,256 56,463
Earnings per share (in EUR per share)
Basic and diluted 0.44875 0.29692

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 June
Amounts in EUR thousand Note 2025 2024
Profit for the period 95,256 56,463
Items that will never be reclassified to profit or loss
Changes in the fair value of equity instruments at fair value
through other comprehensive income 13 388 (1,660)
388 (1,660)
Items that are or may be reclassified to profit or loss
Foreign currency translation differences (6,892) (761)
Cash flow hedges – effective portion of changes in fair value 15,715 12,692
Cash flow hedges – reclassified to profit or loss (2,260) (5,099)
Share of other comprehensive income of associates
accounted for using the equity method 11 (54) 74
Related tax (2,959) (1,667)
3,551 5,239
Total comprehensive income after tax 99,195 60,041
Total comprehensive income attributable to:
Owners of the Company 99,195 60,038
Non-controlling interests - 4
99,195 60,041

Condensed Consolidated Statement of Changes in Equity

Amounts in EUR thousand Share
capital
Share
premium
Treasury
shares
Translation
reserve
Other
reserves
Retained
earnings
Total Non
controlling
Interest
Total
equity
Balance as of 1 January 2025 131,669 232,059 (1,127) (25,155) 61,360 312,047 710,852 45 710,897
Total comprehensive
income
Profit for the period - - - - - 95,255 95,255 1 95,256
Other comprehensive income - - - (6,891) 10,885 (54) 3,940 (1) 3,939
Total comprehensive income - - - (6,891) 10,885 95,200 99,195 - 99,195
Transactions with owners of
the company
Contributions and
distributions
Dividend - - - - - (29,734) (29,734) (1) (29,735)
Equity-settled share-based
payment transactions
- - 447 - 253 (447) 253 - 253
Transfer of reserves - - - - 2,601 (2,601) - - -
Total contributions and
distributions
- - 447 - 2,854 (32,782) (29,481) (1) (29,482)
Balance as of 30 June 2025 131,669 232,059 (680) (32,046) 75,099 374,465 780,566 45 780,610
Amounts in EUR thousand Share
capital
Share
premium
Treasury
shares
Translation
reserve
Other
reserves
Retained
earnings
Total Non
controlling
Interest
Total
equity
Balance as of 1 January 2024 117,892 58,600 - (20,735) 63,476 185,804 405,037 41 405,078
Total comprehensive
income
Profit for the period - - - - - 56,459 56,459 4 56,463
Other comprehensive income - - - (761) 4,266 74 3,579 - 3,579
Total comprehensive income - - - (761) 4,266 56,533 60,038 4 60,041
Transactions with owners of
the company
Contributions and
distributions
Dividend - - - - - (15,213) (15,213) - (15,213)
Transfer of reserves - - - - (2,046) 2,046 - - -
Total contributions and
distributions
- - - - (2,046) (13,167) (15,213) - (15,213)
Balance as of 30 June 2024

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June
Amounts in EUR thousand Note 2025 2024
Cash flows from operating activities
Profit of the period 95,256 56,463
Adjustments for:
-
Income tax
28,294 16,421
-
Depreciation
5 15,529 14,100
-
Amortization
5 3,107 2,710
-
Amortization of grants
(237) (243)
-
Net finance costs
29,300 31,747
-
Share of profit of equity-accounted investees, net of tax
11 (1,484) (410)
-
(Gain) from disposal of property, plant & equipment
(173) (7)
-
Loss from fixed assets write off
133 50
-
Equity-settled share-based payment transactions
253 -
-
Change in fair value of derivatives
(3,930) 1,297
-
Impairment of inventories
301 458
-
Impairment loss on receivables, including contract assets
65 68
166,412 122,652
Changes in:
-
Inventories
13,502 (30,217)
-
Trade and other receivables
(44,156) 65,015
-
Trade and other payables
(28,699) 1,762
-
Contract assets
(148,640) (57,140)
-
Contract liabilities
43,374 (46,318)
-
Contract costs
444 33
-
Employee benefits
309 269
Cash generated from operating activities 2,546 56,055
Interest charges & related expenses paid (27,983) (33,068)
Income tax paid (8,649) (5,924)
Net Cash from / (used in) operating activities (34,086) 17,064
Cash flows from investing activities
Acquisition of property, plant and equipment (122,469) (121,830)
Acquisition of intangible assets (1,340) (1,212)
Proceeds from disposal of property, plant & equipment 189 7
Dividends received - 795
Interest received 3,114 406
Net Cash flows used in investing activities (120,506) (121,834)
Cash flows from financing activities
Dividends paid (27,178) (10,649)
Proceeds from borrowings 13 177,510 151,805
Repayment of borrowings 13 (84,392) (63,386)
Principal elements of lease payments 13 (1,450) (1,272)
Proceeds from grants 121 -
Net cash flows from financing activities 64,610 76,498
Net (decrease)/ increase in cash and cash equivalents (89,982) (28,273)
Cash and cash equivalents on 1 January 442,461 183,400
Effect of movement in exchange rates on cash held (8,764) 696
Cash and cash equivalents on 30 June 343,715 155,824

Notes to the Condensed Consolidated Interim Financial Statements

1. Reporting entity

Cenergy Holdings S.A. (hereafter referred to as "the Company" or "Cenergy Holdings") is a Belgian Limited Liability Company. The Company's registered office is located at 30 Avenue Marnix, 1000 Brussels Belgium. The Company's Condensed Consolidated Interim Financial Statements include those of the Company and its subsidiaries (together referred to as "Cenergy Holdings Group" or the "Group"), and Cenergy Holdings' interest in associates accounted for using the equity method.

Cenergy Holdings is a holding company and holds participations in 13 subsidiaries, either directly or indirectly. With production facilities in Greece, Bulgaria and Romania, Cenergy Holdings' subsidiaries specialise in manufacturing steel pipes and cables products. Its shares are traded on Euronext Brussels and on the Athens Stock exchange (trading ticker "CENER").

Cenergy Holdings is a subsidiary of Viohalco S.A. (71.46% of voting rights). Viohalco S.A. ("Viohalco") is the Belgium-based holding company of leading metal processing companies across Europe. Viohalco's subsidiaries specialise in the manufacture of aluminium, copper, cables, steel and steel pipes products and technological advancement.

These interim financial statements were authorised for issue by the Company's Board of Directors on 17 September 2025.

The Company's electronic address is www.cenergyholdings.com, where the Condensed Consolidated Interim Financial Statements have been posted.

2. Basis of preparation

Statement of compliance

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union and should be read in conjunction with the Group's last annual consolidated financial statements as of and for the year ended 31 December 2024. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in Cenergy Holdings Group's financial position and performance since the last annual consolidated financial statements as of and for the year ended 31 December 2024.

Use of judgements and estimates

In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the consolidated financial statements as at and for the year ended 31 December 2024.

3. Significant accounting policies

Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Cenergy Holdings' consolidated financial statements as of and for the year ended 31 December 2024.

The changes in accounting policies are also expected to be reflected in the annual consolidated financial statements as at and for the year ending 31 December 2025.

A. Standards and Interpretations effective for the current financial year

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1 January 2025 and have been applied in preparing these condensed consolidated interim financial statements. None of these had a significant effect on the consolidated financial statements of the Group.

Amendments to IAS 21 'The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability'

IAS 21 previously did not cover how to determine exchange rates in case there is long-term lack of exchangeability and the spot rate to be applied by the company is not observable. The narrow scope amendments add specific requirements on:

  • Determining when a currency is exchangeable into another and when it is not;
  • Determining the exchange rate to apply in case a currency is not exchangeable;
  • Additional disclosures to provide when a currency is not exchangeable.

B. Standards and Interpretations effective for subsequent periods

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2025 and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

The following amendments have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2025 and have been endorsed by the European Union:

Amendments to IFRS 9 and to IFRS 7: the Classification and Measurement of Financial Instruments (effective on 1 January 2026)

On 30 May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to:

  • Clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
  • Clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
  • Add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement environment, social and governance (ESG) targets); and
  • Update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

The following Standards and amendments have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2025 and have not been endorsed by the European Union:

Amendments to IFRS 9 and to IFRS 7: Contracts Referencing Nature-dependent Electricity Amendments to IFRS 9 and IFRS 7 (effective on 1 January 2026)

On 18 December 2024, the IASB issued amendments to IFRS 9 and IFRS 7:

  • clarify the application of the 'own-use' requirements;
  • permit hedge accounting if these contracts are used as hedging instruments; and
  • new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.

IFRS 18 Presentation and Disclosure in Financial Statements (effective on 1 January 2027)

The IASB has issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

  • the structure of the statement of profit or loss;
  • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
  • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'. IFRS 18 will apply for reporting periods beginning on or after 1 January 2027 and also applies to comparative information. The changes in presentation and disclosure required by IFRS 18 might require system and process changes.

IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective on 1 January 2027)

The International Accounting Standard Board (IASB) has issued a new IFRS Accounting Standard for subsidiaries. IFRS 19 'Subsidiaries without Public Accountability: Disclosures' permits eligible subsidiaries to use IFRS Accounting Standards with reduced disclosures. Applying IFRS 19 will reduce the costs of preparing subsidiaries' financial statements while maintaining the usefulness of the information for users of their financial statements.

Annual improvements Volume 11 (effective 1 January 2026)

The amended Standards are:

  • IFRS 1 First-time Adoption of International Financial Reporting Standards;
  • IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
  • IFRS 9 Financial Instruments;
  • IFRS 10 Consolidated Financial Statements; and
  • IAS 7 Statement of Cash Flows.

C. Share based payments

During the first half of 2025, Cenergy Holdings adopted a new accounting policy under IFRS 2 – Sharebased Payment, following the grant of equity instruments to Company's employees. This policy applies to equity-settled share-based payment transactions and reflects the recognition, measurement, and disclosure requirements of IFRS 2.

Specifically, on May 27, 2025, the General Assembly of Cenergy Holdings approved an extraordinary grant of 25,000 shares to the Chief Executive Officer (CEO). It is noted that this award is an extraordinary item; it does not constitute part of the Long-Term Incentive Plan (LTIP), i.e. the variable remuneration plan of the Group. Additionally, on June 19, 2025, 22,613 shares were awarded to the CEO for performance achievements during 2024 based on the LTIP of Cenergy Holdings. The ongoing LTIP is a share based payment scheme, which will gradually include senior executives of the Group.

Accounting Policy

In accordance with IFRS 2, Cenergy Holdings accounts for share-based payment transactions in which employees receive equity instruments as part of their compensation for services rendered. The fair value of equity instruments granted is determined at the grant date and is recognized as an expense over the vesting period, with a corresponding increase in equity. Revisions to the estimated fair value or vesting assumptions are accounted for prospectively. Any impact from such revisions is recognized in profit or loss in the period of change, ensuring that the cumulative expense reflects the revised estimate. A corresponding adjustment is made to equity reserves. Based on the LTIP of Cenergy Holdings, awards are granted for nil consideration. Upon settlement, Cenergy Holdings utilizes existing treasury shares to satisfy the awards.

Grant Date: 25,000 shares: May 27, 2025 (date of General Assembly approval)
22,613 shares: June 19, 2025 (date of LTIP signing)
Vesting 25,000 shares: Service condition – Employment status must be maintained
Conditions: until December 31, 2027
22,613 shares: Performance conditions
met for FY
2024 and service
condition (employment until December 31, 2027)
Vesting Period: 25,000 shares: May 27, 2025 to December 31, 2027
22,613 shares: June 19, 2025 to December 31, 2027
Fair Value EUR 9.82 per share for the 25,000 shares
Measurement: EUR 8.92 per share for the 22,613 shares

Key Accounting Principles Applied

Recognition and Measurement

The total fair value of the granted shares amounts to EUR 447 thousand, which will be recognized as an expense over the three-year vesting period (2025–2027). The expense recognized in profit or loss for H1 2025 was EUR 149 thousand. The corresponding credit is recognized in equity under "Other reserves".

Share Transfer

On June 20, 2025, 47,613 shares of the Company were allocated free of charge by the Company, through over the counter (OTC) transfer, to the CEO of the Company. The aforementioned shares were acquired in the context of the Company's share buyback program, pursuant to a decision of its Board of directors on July 23, 2024. The shares offered to the beneficiary are subject to a retention obligation for a period of three (3) years from 01.01.2025, i.e. until 31.12.2027 (included).

4. Financial risk management

There were no changes in Cenergy Holdings' subsidiaries financial risk management objectives and policies during 2025.

Cenergy Holdings' companies follow closely and continuously both international and domestic developments and timely adapt their business strategy and risk management policies in order to minimize the operational impact of macroeconomic conditions.

5. Operating segments

Information about reportable segments and reconciliations to IFRS measures

The following tables illustrate the information about the reportable segments' profit or loss for the six months ended on 30 June 2025 and 2024.

H1 2025 Reportable segments
Amounts in EUR thousand Cables
Steel Pipes
Other
activities
Total
Segment revenue 1,129,735 276,167 - 1,405,903
Inter-segment revenue (387,294) 3,611 - (383,683)
External revenues 742,442 279,779 - 1,022,220
Gross profit 131,214 53,884 - 185,099
Operating profit / (loss) 108,185 44,904 (1,722) 151,366
Finance income 573 302 2,809 3,685
Finance costs (20,914) (5,311) (6,760) (32,985)
Share of profit of equity-accounted investees,
net of tax
- 295 1,190 1,484
Profit / (Loss) before tax 87,844 40,189 (4,483) 123,550
Income tax expense (20,716) (7,578) - (28,294)
Profit/(Loss) for the period 67,128 32,611 (4,483) 95,256
H1 2024 Reportable segments
Other
Amounts in EUR thousand Cables Steel Pipes activities Total
Segment revenue 900,980 378,445 - 1,279,426
Inter-segment revenue (340,895) (126,374) - (467,269)
External revenues 560,086 252,071 - 812,157
Gross profit 88,255 44,389 - 132,644
Operating profit / (loss) 69,540 35,945 (1,266) 104,220
Finance income 336 165 93 595
Finance costs (22,788) (9,550) (3) (32,341)
Share of profit of equity-accounted investees,
net of tax
- (341) 751 410
Profit / (Loss) before tax 47,088 26,220 (425) 72,883
Income tax expense (11,755) (4,666) - (16,421)
Profit/(Loss) for the period 35,333 21,554 (425) 56,463

Other information per segment as at and for the period ended 30 June 2025 and 30 June 2024 are as follows:

H1 2025 Reportable segments
Amounts in EUR thousand Cables Steel Pipes Other
activities
Total
Depreciation and amortization (12,987) (5,642) (6) (18,635)
Capital expenditure 108,097 10,492 - 118,589
H1 2024 Reportable segments
Other
Amounts in EUR thousand Cables Steel Pipes activities Total
Depreciation and amortization (11,811) (4,995) (4) (16,810)
Capital expenditure 105,180 17,102 - 122,282

Information per segment about the reportable segments' assets and liabilities as of 30 June 2025 and 31 December 2024 are as follows:

30 June 2025 Reportable segments
Amounts in EUR thousand Cables Steel Pipes Other
activities
Total
Segment assets 1,702,367 602,690 192,013 2,497,070
Out of which:
- Non-current assets excl. deferred tax and 761,045 245,113 23,301 1,029,459
financial instruments
- Equity-accounted investees - 11,415 23,245 34,660
Segment liabilities 1,348,881 364,278 3,301 1,716,460
31 December 2024 Reportable segments
Other
Amounts in EUR thousand Cables Steel Pipes activities Total
Segment assets 1,495,979 601,505 204,902 2,302,387
Out of which:
- Non-current assets excl. deferred tax and
financial instruments 672,231 238,294 22,428 932,953
- Equity-accounted investees - 9,522 22,392 31,913

6. Revenue

Cenergy Holdings' operations and main revenue streams are those described in the last annual financial statements.

Disaggregation of revenue

In the following table revenue is disaggregated by primary geographical market, major products and service lines and timing of revenue recognition.

The table includes a reconciliation with the Group's reportable segments (see Note 5):

Primary geographical markets

Segment Cables Steel Pipes Total
Amounts in EUR thousand H1 2025 H1 2024 H1 2025 H1 2024 H1 2025 H1 2024
Greece 164,532 209,241 12,417 8,150 176,949 217,391
Other European Union countries 429,198 231,924 103,556 33,227 532,754 265,151
Other European countries 73,105 39,403 94,514 24,785 167,619 64,188
America 19,316 28,914 56,469 19,269 75,785 48,182
Rest of the world 56,290 50,604 12,823 166,640 69,113 217,244
Total 742,442 560,086 279,779 252,071 1,022,220 812,157

Major products and service lines

Segment Cables Steel Pipes Total
Amounts in EUR thousand H1 2025 H1 2024 H1 2025 H1 2024 H1 2025 H1 2024
Steel pipes projects - - 260,426 231,891 260,426 231,891
Hollow structural sections - - 14,276 12,029 14,276 12,029
Cables projects 409,302 251,578 - - 409,302 251,578
Power & telecom cables 294,059 250,707 - - 294,059 250,707
Other (raw materials, scrap,
merchandize etc,) 39,081 57,801 5,076 8,151 44,157 65,952
Total 742,442 560,086 279,779 252,071 1,022,220 812,157

Timing of revenue recognition

Segment Cables Steel Pipes Total
Amounts in EUR thousand H1 2025 H1 2024 H1 2025 H1 2024 H1 2025 H1 2024
Products transferred at a point in
time 333,140 308,507 19,352 20,180 352,492 328,688
Products / Services transferred
over time 409,302 251,578 260,426 231,891 669,728 483,469
Total 742,442 560,086 279,779 252,071 1,022,220 812,157

Revenue increased by 26% year-on-year to EUR 1,022 million. Such increase is attributed to both segments:

▪ In the cables segment, revenue rose by 33%, driven by an improved product mix and robust performance across both subcategories: +63% in cables projects and +17% in power and telecom products.

▪ The steel pipes segment achieved 11% revenue growth versus H1 2024, maintaining the positive course established over the past two years.

Contract balances

The contract assets primarily relate to the rights to consideration for work completed but not billed at the reporting date on customized products or energy projects. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Cenergy Holdings companies issue an invoice to the customer. The contract liabilities primarily relate to the advance consideration received from customers for construction of customized products or energy projects.

Contract assets increased by EUR 148.6 million compared to 31 December 2024 due to higher amounts of unbilled receivables, as for turnkey cables projects, customized steel pipes and cables, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either upon achievement of contractual milestones, or at the final delivery and acceptance of the products.

Contract liabilities increased by EUR 43.4 million compared to 31 December 2024, as prepayments received during the first half of 2025 for upcoming projects exceeded the revenue recognized for projects executed during the period, for which a contract liability had been recorded at the beginning of the period.

Overall, balances deriving from contracts with customers are driven by phasing of milestone payments relating to projects in both segments.

7. Income tax

For the six months ended 30 June
Amounts in EUR thousand 2025 2024
Current tax expense (22,120) (13,934)
Deferred tax expense (6,174) (2,487)
Total (28,294) (16,421)

Income tax expense is recognised at an amount determined by multiplying the profit before tax for the interim reporting period by management's best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognised in full in the interim period. As such, the effective tax rate in the interim financial statements may differ from management's estimate of the effective tax rate for the annual financial statements.

The corporate income tax rate in Belgium according to the applicable tax legislation is 25%.

The taxable profit of each subsidiary is taxed at the applicable income tax rate in the country where each subsidiary is domiciled. According to the Greek law 4799/2021, the corporate income tax rate for legal entities in Greece, where most of Cenergy Holdings' subsidiaries are located is set at 22%. The corporate income tax rate of legal entities in Romania is set at 16% and in the USA the federal corporate income tax rate is set at 21%.

International Tax Reform – Pillar Two

The Group is within the scope of the OECD Pillar Two model rules. Under Pillar Two legislation, a topup tax may arise for any difference between their Global Anti-Base Erosion ("GloBE") effective tax rate per jurisdiction and the 15% minimum rate.

As of 30 June 2025, Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group has presence.

For the six-month period ended 30 June 2025, the Group has performed an interim assessment for all countries in which it has presence of the potential tax expense arising from Pillar Two rules. This assessment has been based on the Constituent Entities' IFRS financial statements as at 30/6/2025 in order to validate conclusions on eligibility of Constituents Entities for the CBCR Safe Harbour transitional rules.

Based on this assessment, only profits reported in Bulgaria were not eligible for the CBCR Safe Harbour transitional rules, and for such profits the respective Pillar II top up tax liability is immaterial.

Therefore, no current tax has been accounted for as a result of the Pillar Two rules.

Reconciliation of effective tax rate

For the six months ended 30 June
Amounts in EUR thousand 2025 2024
Profit before income tax 123,550 72,883
Tax calculated at parent company's statutory income tax
rate (2025 & 2024: 25.0%)
Effect of different tax rates in jurisdictions that the Group
operates
(30,887)
4,149
(18,221)
2,391
Tax calculated at weighted average income tax rate
(2025: 21.6% & 2024: 21.7%)
(26,739) (15,830)
Adjustments for:
Non-deductible expenses for tax purposes (730) (2,422)
Tax-exempt income 1,441 50
Recognition of previously unrecognised tax losses, tax
credit or temporary differences of a prior period
Current-year losses for which no deferred tax asset is
recognised
17
(1,560)
3,027
(418)
Incremental R&D tax incentives 402 300
Prior year income tax & other (1,125) (1,128)
Income tax expense reported in the statement of profit
or loss
(28,294) (16,421)
Effective tax rate 22.9% 22.5%

8. Inventories

During the six months ended 30 June 2025, the Group recorded an impairment of inventories of EUR 301 thousand. This impairment is included in 'cost of sales' in the consolidated statement of profit or loss.

9. Property, plant and equipment

The movement in Property, plant and equipment during the period is as follows:

Land, plants
& other
buildings
Machinery Furniture
and other
equipment
Assets under
construction
Total
Amounts in EUR thousand
Cost
Balance at 1 January 2025 274,634 663,871 35,682 304,519 1,278,706
Effect of movement in exchange rates (3,723) (1,127) (110) (3,105) (8,063)
Additions 3,594 3,641 1,560 108,453 117,249
Disposals - (47) (88) (6) (141)
Write-offs - (253) (1) (127) (382)
Other reclassifications 4,675 28,042 1,077 (35,469) (1,674)
Balance at 30 June 2025 279,180 694,128 38,121 374,266 1,385,695
Accumulated depreciation and impairment losses
Balance at 1 January 2025 (82,344) (321,222) (24,663) - (428,228)
Effect of movement in exchange rates 307 728 70 - 1,105
Depreciation (2,241) (10,636) (1,096) - (13,974)
Disposals - 37 88 - 125
Write-offs - 247 1 - 249
Balance at 30 June 2025 (84,278) (330,846) (25,599) - (440,723)
Carrying amounts
At 1 January 2025 192,290 342,649 11,020 304,519 850,478
At 30 June 2025 194,902 363,281 12,521 374,266 944,971

Capital expenditure for Property, plant and equipment of cables segment in H1 2025 amounted to EUR 107.5 million (H1 2024: EUR 104.5 million). These amounts mainly concerned the following:

  • EUR 49.2 million for the final phase of the offshore cables plant capacity expansion in Corinth, reinforcing the Group's ability to meet growing demand in high-voltage subsea projects.
  • EUR 39.6 million for upgrades to onshore cables plants in Greece, including new production lines and equipment at the Thiva plant, aimed at establishing a best-in-class facility for MV, HV, and EHV ground and underground cables, with completion expected by year-end and continued investments in the Eleonas plant, supporting operational efficiency and productivity.
  • EUR 3.6 million for enhancements at the Bucharest plant.
  • EUR 15.1 million for the development of a new land cables facility in Maryland, U.S., marking a strategic expansion into the North American market.

Capital expenditure in steel pipes amounted to EUR 9.7 million (H1 2024: EUR 16.6 million), mostly related to operational improvements in the Thisvi plant. During H1 2025, the commissioning of the new Concrete Weight Coating (CWC) plant at the Corinth Pipeworks facility in Thisvi, Greece was completed, enhancing the ability to deliver fully integrated offshore pipeline solutions from a single location.

10. Intangible assets

During the six months ended 30 June 2025, the Group acquired assets with a cost of EUR 1,340 thousand mainly related to software (six months ended 30 June 2024: EUR 1,212 thousand).

11. Equity - accounted investees

The movement in equity-accounted investees during the period is as follows:

FY 2024
34,202
1,945
89
(3,012)
(718)
(593)
34,660 31,913
H1 2025
31,913
1,484
(54)
(282)
-
1,598

12. Loans and borrowings & Lease liabilities

Amounts in EUR thousand 30 June 2025 31 December 2024
Non-current liabilities
Secured bank loans 2,711 3,579
Unsecured bank loans 63,167 69,291
Secured bond issues 21,593 25,590
Unsecured bond issues 97,113 145,021
Loans and borrowings – Non-current 184,584 243,480
Lease Liabilities – Non-current 5,707 6,315
Total Non-current debt 190,292 249,795
Current liabilities
Secured bank loans 679 2,028
Factoring with recourse 62,947 12,967
Unsecured bank loans 285,974 255,587
Current portion of secured bond issues 3,842 4,317
Current portion of unsecured bond issues 125,588 52,352
Current portion of secured bank loans 1,837 1,929
Current portion of unsecured bank loans 12,749 12,866
Loans and borrowings – Current 493,616 342,048
Lease Liabilities – Current 3,028 2,837
Total Current debt 496,644 344,885
Total Debt 686,936 594,679

The maturities of long-term debt are as follows:

Amounts in EUR thousand 30 June 2025 31 December 2024
Between 1 and 2 years 67,955 91,244
Between 2 and 5 years 108,256 136,559
Over 5 years 14,081 21,992
Total 190,292 249,795

The weighted average effective interest rates at the reporting date are as follows:

30 June 2025 31 December 2024
Carrying Interest Carrying Interest
amount rate amount rate
Bank lending (non-current) - EUR 65,878 3.8% 72,870 5.4%
Bank lending (current) - EUR 360,022 4.2% 281,344 5.4%
Bank lending (current) - RON 4,164 9.0% 4,034 7.1%
Bond issues - EUR 248,136 4.1% 227,280 5.0%

During H1 2025, Cenergy Holdings' subsidiaries received new debt in Euro, which amounted to EUR 177.5 million and repaid debt of EUR 84.4 million with maturity date during H1 2025. The new loans assumed concerned:

  • the withdrawal of EUR 28.2 million from a loan facility totalling EUR 70.6 million, granted to Hellenic Cables by a major Greek bank during 2024. This loan facility finances the investment program of Hellenic Cables including new production lines and new equipment in Thiva plant and investments in the Eleonas plant;
  • a 5-year loan facility received by Hellenic Cables from a Greek bank of EUR 10.0 million;
  • a 3-year loan facility received by Corinth Pipeworks from a Greek bank of EUR 0.9 million;
  • project finance facilities; and
  • withdrawals from existing revolving credit lines and recourse factoring to finance the increased working capital needs of the Group.

Current bank loans and borrowings had an average interest rate of 4.2% at the reporting date.

The subsidiaries have adequate credit lines available to meet future needs.

The table below summarizes loans and borrowings & lease liabilities movement for the period per type of debt:

For the six months ended 30 June
Amounts in EUR thousand 2025 2024
Balance on 1 January 594,679 560,972
New issues
Bond issues 39,127 82,360
Bank loans assumed 88,848 67,332
Recourse Factoring 49,535 2,113
177,510 151,805
Repayments
Bond issues (18,099) (52,568)
Bank loans (66,052) (1,984)
Recourse Factoring (241) (8,834)
(84,392) (63,386)
Principal elements of lease payments (1,450) (1,272)
New leases 1,145 1,595
Other movements (556) 64
Balance on 30 June 686,936 649,778

Mortgages and pledges in favour of banks have been registered on property, plant and equipment of Cenergy Holdings' subsidiaries. The carrying amount of assets mortgaged or pledged as of 30 June 2025 was EUR 49 million.

There was no incident of breach of the terms of the loans of Cenergy Holdings' companies during H1 2025.

13. Financial instruments

A. Carrying amounts and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including the levels in the fair value hierarchy.

30 June 2025
Carrying
Amounts in EUR thousand amount Level 1 Level 2 Level 3 Total
FVOCI – equity instruments
(Non-Current assets) 4,888 4,660 - 228 4,888
Derivative financial assets
(Non-Current assets) 374 - 374 - 374
Derivative financial assets
(Current assets) 24,158 98 24,060 - 24,158
29,419 4,758 24,434 228 29,419
Derivative financial liabilities
(Current liabilities) (7,893) (5,676) (2,217) - (7,893)
21,526 (918) 22,216 228 21,526

31 December 2024

Carrying
Amounts in EUR thousand amount Level 1 Level 2 Level 3 Total
FVOCI – equity instruments
(Non-Current assets) 4,500 4,272 - 228 4,500
Derivative financial assets
(Non-Current assets) 495 - 495 - 495
Derivative financial assets
(Current assets) 4,928 2,857 2,071 - 4,928
9,923 7,129 2,566 228 9,923
Derivative financial liabilities
(Current liabilities) (5,712) (710) (5,003) - (5,712)
4,211 6,420 (2,437) 228 4,211

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

  • Level 1: Quoted prices (unadjusted) in an active market for identical assets and liabilities.
  • Level 2: Inputs that are observable either directly or indirectly.
  • Level 3: Unobservable inputs for assets and liabilities.

The fair value of the following financial assets and liabilities measured at amortised cost approximate their carrying amount:

  • Trade and other receivables
  • Cash and cash equivalents
  • Trade and other payables
  • Loans and borrowings

Specifically, the carrying amount of loans and borrowings is considered as a good approximation of their fair value as 93% of consolidated loans and borrowings concern floating-rate debt, which are a

very good approximation of current market rates.

The following table shows reconciliation between opening and closing balances for Level 3 financial assets:

FY 2024
Equity
instruments
6,883
-
-
(6,655)
- 228 92 228
Derivatives
-
-
-
-
H1 2025
Equity
instruments
228
-
-
-
Derivatives
-
92
-
-

The reclassification from Level 3 during 2024 concerned the investment in Noval Property REIC, because all of its shares were listed for trading on the Regulated Securities Market of the Athens Exchange during 2024.

Derivatives

The following table sets out the carrying amounts of derivatives per type:

Amounts in EUR thousand 30 June 2025 31 December 2024
Non-Current assets
Interest rate swaps 374 495
Total 374 495
Current assets
Interest rate swaps 367 899
Forward foreign exchange contracts 23,693 1,142
Future contracts 98 2,857
Natural gas swaps - 30
Total 24,158 4,928
Current liabilities
Forward foreign exchange contracts 2,054 5,003
Future contracts 5,676 710
Foreign exchange options 164
Total 7,893 5,712

B. Measurement of fair values

(a) Valuation techniques and significant unobservable inputs

During the period there were no changes in valuation processes compared to those described in the last annual consolidated financial statements as of and for the period ended 31 December 2024.

Fair value for interest rate swaps is calculated on the basis of the present value of forecasted future cash flows. Interest rate swaps are categorized as Level 2, based on the inputs used in the valuation technique to determine their fair value.

(b) Transfers between Levels 1 and 2

There were no transfers from Level 2 to Level 1 or from Level 1 to Level 2 in 2025 and 2024.

14. Changes in Group's structure

During H1 2025, the process of voluntary liquidation for De Laire (100% subsidiary) and Hellenic Cables Trading (100% subsidiary) was completed. The outcome of the liquidation process had no effect on the Consolidated Financial Statements, as both companies were inactive during the last years.

15. Related parties

A. Related party transactions

The following transactions have been made with Viohalco and its subsidiaries, equity-accounted investees and other related parties:

For the six months ended 30 June
Amounts in EUR thousand 2025 2024
Sales of goods
Equity-accounted investees 98,048 65,977
Other related parties 20,820 38,358
118,868 104,335
Sales of services
Equity-accounted investees 260 285
Other related parties 667 754
927 1,040
Purchases of goods
Equity-accounted investees 894 -
Other related parties 14,898 8,613
15,792 8,613
Purchases of services
Viohalco 158 80
Equity-accounted investees 9,669 7,221
Other related parties 11,728 7,675
21,555 14,975
Purchase of property, plant and equipment
Equity-accounted investees 408 2,488
Other related parties 3,357 5,695
3,766 8,182

Other related parties comprise subsidiaries, associates and joint ventures of Viohalco Group.

Closing balances that arise from sales/purchases of goods, services, fixed assets, etc. are as follows:

Amounts in EUR thousand 30 June 2025 31 December 2024
Non-current receivables from related parties
Other related parties 223 222
223 222
Current receivables from related parties
Equity-accounted investees 16,930 16,231
Other related parties 10,373 10,743
27,303 26,975
Current liabilities to related parties
Viohalco 108 71
Equity-accounted investees 1,634 2,925
Other related parties 6,252 11,555
7,995 14,552

The outstanding balances from related parties are not secured and the settlement of those current balances is expected to be performed during the next 12 months, since the balances concern only short-term receivables & payables, except for the amounts presented as non-current, which concern guarantees given to related parties for property rentals and energy.

B. Key management personnel compensation

The remuneration for the six months ended 30 June 2025 of the Board members and the executive management for the execution of their mandate amounted to EUR 943 thousand (H1 2024: EUR 675 thousand).

The compensation to the BoD members is fixed, while the compensation to the Executive Management comprises of fixed and variable part. In implementation of the Company's long-term incentive remuneration plan, on June 20, 2025, a total of 47,613 own, shares of the Company were allocated free of charge by the Company, through over the counter (OTC) transfer, to the Chief Executive Officer (CEO) of the Company. The aforementioned shares were acquired in the context of the Company's share buyback program, pursuant to a decision of its Board of directors on July 23, 2024. The shares offered to the beneficiary are subject to a retention obligation for a period of three (3) years from 01.01.2025, i.e. until 31.12.2027 (included) (see also note 3C).

16. Subsequent events

There are no subsequent events affecting these Condensed Consolidated Interim Financial Statements.

To the board of directors Cenergy Holdings S.A.

STATUTORY AUDITOR'S REPORT ON REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025

Introduction

We have reviewed the accompanying Condensed Consolidated Statement of Financial Position of Cenergy Holdings S.A. and its subsidiaries (the "Group") as of 30 June 2025 and the related Condensed Consolidated Statement of Profit or Loss, the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Condensed Consolidated Statement of Changes in Equity and the Condensed Consolidated Statement of Cash Flows for the six-month period then ended, and the explanatory notes (the "Condensed Consolidated Interim Financial Statements). Those Condensed Consolidated Interim Financial Statements are characterised by Condensed Consolidated Statement of Financial Position total assets of EUR 2.497.070 thousand and the Condensed Consolidated Statement of Profit or Loss shows a profit for the six-month period, attributable to owners of the company, of EUR 95.255 thousand.

The board of directors is responsible for the preparation and presentation of these Condensed Consolidated Interim Financial Statements in accordance with IAS 34, as adopted by the European Union.

Our responsibility is to express a conclusion on these Condensed Consolidated Interim Financial Statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying Condensed Consolidated Interim Financial Statements are not prepared, in all material respects, in accordance with IAS 34, as adopted by the European Union.

Diegem, 17 September 2025

The statutory auditor PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL Represented by

Alexis Van Bavel* Bedrijfsrevisor/Réviseur d'Entreprises

*Acting on behalf of Alexis Van Bavel SRL

PwC Bedrijfsrevisoren BV - PwC Reviseurs d'Entreprises SRL - Financial Assurance Services Maatschappelijke zetel/Siège social: Culliganlaan 5, B-1831 Diegem T: +32 (0)2 710 4211, F: +32 (0)2 710 4299, www.pwc.com BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB / BELFIUS BE92 0689 0408 8123 - BIC GKCC BEBB

Alternative Performance Measures

In addition to the results reported in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, this interim report includes information regarding certain alternative performance measures which are not prepared in accordance with IFRS ("Alternative Performance Measures" or "APMs"). The APMs used in this interim report are: Earnings Before Interest and Tax (EBIT), Adjusted EBIT, Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), Adjusted EBITDA and Net debt. Reconciliations to the most directly comparable IFRS financial measures are presented below.

We believe these APMs are important supplemental measures of our operating and financial performance and are frequently used by financial analysts, investors and other interested parties in the evaluation of companies in the steel pipes and cables production, distribution and trade industries. By providing these measures, along with the reconciliations included in this section, we believe that investors will have better understanding of our business, our results of operations and our financial position. However, these APMs shall not be considered as an alternative to the IFRS measures.

These APMs are also key performance metrics on which Cenergy Holdings prepares, monitors and assesses its annual budgets and long-range (5 year) plans. However, it must be noted that adjusted items should not be considered as non-operating or nonrecurring.

EBIT, Adjusted EBIT, EBITDA and Adjusted EBITDA have limitations as analytical tools, and investors should not consider it in isolation, or as a substitute for analysis of the operating results as reported under IFRS and may not be comparable to similarly titled measures of other companies,

The definitions of APMs are as follows:

EBIT is defined as result of the period (earnings after tax) before:

  • income taxes,
  • net finance costs

EBITDA is defined as result of the period (earnings after tax) before:

  • income taxes,
  • net finance costs
  • depreciation and amortisation

a-EBIT and a-EBITDA are defined as EBIT and EBITDA, respectively, adjusted to exclude:

  • metal price lag,
  • impairment / reversal of impairment of fixed, intangible assets and investment property
  • impairment / reversal of impairment of investments
  • gains/losses from sales of fixed assets, intangible assets, investment property and investments,
  • exceptional litigation fees and fines and,
  • other exceptional or unusual items

Net Debt is defined as the total of:

  • Long term loans & borrowings and lease liabilities,
  • Short term loans & borrowings and lease liabilities,
  • Less:
    • Cash and cash equivalents

APM definitions have not been modified compared to those applied as of 31 December 2024.

Reconciliation tables:

EBIT and EBITDA:

Cables Steel Pipes Other activities Total
Amounts in EUR thousand H1 2025 H1 2024 H1 2025 H1 2024 H1 2025 H1 2024 H1 2025 H1 2024
Profit/(Loss) before tax (as reported in
Statement of Profit or Loss)
87,844 47,088 40,189 26,220 (4,483) (425) 123,550 72,883
Adjustments for:
Net finance costs 20,340 22,452 5,009 9,385 3,951 (90) 29,300 31,747
EBIT 108,185 69,540 45,198 35,604 (533) (515) 152,850 104,630
Add back:
Depreciation & Amortization 12,758 11,585 5,634 4,978 6 4 18,398 16,567
EBITDA 120,943 81,125 50,832 40,583 (526) (511) 171,248 121,196

a-EBIT and a-EBITDA:

Cables Steel pipes Other activities Total
Amounts in EUR thousand H1 2025 H1 2024 H1 2025 H1 2024 H1 2025 H1 2024 H1 2025 H1 2024
EBIT 108,185 69,540 45,198 35,604 (533) (515) 152,850 104,630
Adjustments for:
Metal price lag (1) (128) (1,733) - - - - (128) (1,733)
(Gains)/ Loss from sales of fixed assets (150) (7) (23) - - - (173) (7)
Adjusted EBIT 107,907 67,800 45,175 35,604 (533) (515) 152,549 102,890
Add back:
Depreciation & Amortisation 12,758 11,585 5,634 4,978 6 4 18,398 16,567
Adjusted EBITDA 120,665 79,385 50,809 40,583 (526) (511) 170,947 119,456

(1) Metal price lag is the P&L effect resulting from fluctuations in the market prices of the underlying commodity metals (ferrous and non-ferrous) which Cenergy Holdings' subsidiaries use as raw materials in their end-product production processes,

Metal price lag exists due to:

(i) the period of time between the pricing of purchases of metal, holding and processing the metal, and the pricing of the sale of finished inventory to customers,

(ii) the effect of the inventory opening balance (which in turn is affected by metal prices of previous periods) on the amount reported as Cost of Sales, due to the costing method used (e.g., weighted average),

(iii) certain customer contracts containing fixed forward price commitments which result in exposure to changes in metal prices for the period of time between when our sales price fixes and the sale actually occurs,

Subsidiaries in cables segment use back to back matching of purchases and sales, or derivative instruments in order to minimise the effect of the Metal Price Lag on their results, However, there will be always some impact (positive or negative) in the P&L, since in Cables segment part of the inventory is treated as fixed asset and not hedged and in the Steel Pipes segment no commodities hedging is possible.

Net debt:

Cables Steel pipes Other activities Total
Amounts in EUR thousand 30 Jun
2025
31 Dec
2024
30 Jun
2025
31 Dec
2024
30 Jun
2025
31 Dec
2024
30 Jun
2025
31 Dec
2024
Loans and borrowings (incl. Lease
liabilities) - Long term
175,772 229,820 14,496 19,969 24 6 190,292 249,795
Loans and borrowings (incl. Lease
liabilities) - Short term
420,038 304,255 76,596 40,623 11 7 496,644 344,885
Cash and cash equivalents (104,743) (219,963) (76,586) (45,316) (162,386) (177,182) (343,715) (442,461)
Net debt 491,067 314,112 14,505 15,275 (162,351) (177,169) 343,221 152,218

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