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Jumbo S.A. Annual Report (ESEF) 2025

Apr 28, 2026

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JUMBO S.A. GROUP OF COMPANIES

REG No. 7650/06/B/86/04- G.E.MI. No. 121653960000
Cyprou 9 & Hydras Street, Moschato Attikis

ANNUAL REPORT for the Financial Year 31.12.2025 (01.01.2025 – 31.12.2025)

ACCORDING TO ARTICLE 4 OF LAW 3556/2007

JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

CONTENTS

Page Description
5 I. Statements of the members of the Board of Directors (according to Law 3556/2007)
6 II. Independent Auditor’s Report
14 III. Board of Directors’ Annual Report
147 IV. Annual Financial Statements
148 A. INCOME STATEMENT
149 B. STATEMENT OF OTHER COMPREHENSIVE INCOME
150 C. STATEMENT OF FINANCIAL POSITION
151 D. STATEMENT OF CHANGES IN EQUITY - GROUP
153 E. STATEMENT OF CHANGES IN EQUITY - COMPANY
155 F. STATEMENT OF CASH FLOWS
156 G. NOTES TO THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2025
156 1. Information
156 2. Company’s Activity
157 3. Framework for the Preparation of Financial Statements
157 3.1 Changes in Material Accounting Policies
157 3.1.1. New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union.
158 3.1.2. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union.
159 3.2. Significant, Accounting Judgments Estimates and Assumptions
161 4. Material accounting principles
161 4.1 Segment Reporting
161 4.2 Basis for Consolidation
161 4.3 Goodwill
162 4.4 The Group Structure
165 4.5 Functional currency, presentation currency and foreign currency translation
165 4.6 Property, Plant and Equipment and Intangible Assets
166 4.7 Investment Property
166 4.8 Impairment of Assets
167 4.9 Financial Instruments
168 4.10 Inventory
168 4.11 Trade debtors and other trade receivables
168 4.12 Restricted deposits
169 4.13 Cash and cash equivalents
169 4.14 Share capital
169 4.15 Treasury shares
169 4.16 Financial Liabilities
170 4.17 Loans
170 4.18 Trade and other payables
170 4.19 Income & deferred tax
:--- :---
4.20 Employee benefits 171
4.21 Provisions and Contingent Liabilities/Assets 172
4.22 Leases 172
4.23 Recognition of revenue and expenses 173

2 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

4.24 Distribution of dividends 174
4.25 Related Party Disclosures 174
4.26 Earnings per share 174
5. Notes to the Financial Statements 175
5.1 Segment Reporting 175
5.2 Cost of sales 177
5.3 Distribution and Administrative Expenses 178
5.4 Other operating income and expenses 179
5.5 Finance income / expenses and other financial results 179
5.6 Income tax 180
5.7 Earnings per share 181
5.8 Property, plant and equipment, intangible assets and right-of-use assets 182
5.9 Investment property (leased property) 187
5.10 Investments in subsidiaries 188
5.10.1 Acquisition of subsidiaries 188
5.11 Financial instruments per category 191
5.11.1 Financial instruments at fair value through other comprehensive income 193
5.11.2 Fair value of financial instruments 194
5.12 Other long-term receivables 195
5.13 Inventories 195
5.14 Trade debtors and other trade receivables 195
5.15 Other receivables 196
5.16 Other current assets 197
5.17 Long-term and Short term restricted bank deposits 197
5.18 Cash and cash equivalents 198
5.19 Non-current assets held for sale 198
5.20 Equity 198
5.20.1. Share capital 198
5.20.2. Share Premium and other reserves- Treasury shares reserve 200
5.21 Liabilities for pension plans 202
5.22 Short-term loan liabilities 204
5.23 Long and Short term lease liabilities 204
5.24 Other long-term liabilities 205
5.25 Deferred tax liabilities 205
5.26 Provisions 207
5.27 Trade and other payables 208
5.28 Current tax liabilities 208
5.29 Other short term liabilities 208
5.30 Cash flows from operating activities 209
5.31 Commitments, Contingent Liabilities / Contingent Assets 209
5.32 Unaudited fiscal years 211
6. Transactions with related parties 212
7. Fees to members of the Board of Directors 213
8. Lawsuits and litigations 214
9. Number of employees 214
10. Proposal for distribution of dividend for the year 01.01.2025- 31.12.2025 214
11. Risk management Policies 215
11.1 Foreign currency risk 215
11.2 Interest Rate Sensitivity Analysis 217
11.3 Credit Risk Analysis 218
11.4 Liquidity Risk Analysis 218
12 Objectives & policies for capital management 219

3 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

13 Post-reporting date events 221
V. Website where the Parent, Consolidated and the Financial Statements of subsidiaries are posted. 223

4 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Ι. Statements of the members of the Board of Directors (according to Law 3556/2007)

We, the members of the Board of Directors of “JUMBO SA” Apostolos - Evangelos Vakakis, Chairman of the Board of Directors Dimitrios Kerameus, Vice-Chairman of the Board of Directors Konstantina Demiri, Chief Executive Officer in our above capacity, specifically appointed for this purpose by the Board of Directors of “JUMBO SA” we hereby declare and certify that, as far as we know:

a. The attached annual financial statements of “JUMBO SA” for the year 01.01.2025-31.12.2025, which were prepared according to the applicable accounting standards, present truly and fairly the assets and the liabilities, the equity and the financial results of “JUMBO SA”, as well as the companies included in the consolidation as aggregate.

b. The annual report of the Board of Directors presents in a true and fair way the performance and the financial position of “JUMBO SA”, as well as the companies included in the consolidation as aggregate, including the description of the main risks and uncertainties that they confront.

c. The Report of the Board of Directors has been prepared in accordance with the sustainability reporting standards referred to in Article 154A of Law 4548/2018 (Government Gazette A’ 104), and with the specifications adopted pursuant to paragraph 4 of Article 8 of Regulation (EU) 2020/852.Moschato, 27 April 2026

The designees
Apostolos - Evangelos Vakakis: Chairman of the Board of Directors
Dimitrios Kerameus: Vice-Chairman of the Board of Directors
Konstantina Demiri: Chief Executive Officer

5

II. Independent Auditor’s Report

Report on the audit of the separate and consolidated financial statements

Opinion

We have audited the accompanying separate and consolidated financial statements of the company “JUMBO SA” (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2025, and the separate and consolidated statement of comprehensive income, changes in equity and cash flow for the year then ended, as well as a summary of significant accounting policies and selected explanatory notes.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries (the Group) as of December 31, 2025, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as endorsed by the European Union.

Basis for opinion

We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been transposed in Greek Legislation. Our responsibilities under those standards are described in the “Auditor’s responsibilities for the audit of the separate and consolidated financial statements” section of our report. During our audit, we remained independent of the Company and the Group, in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece. We have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the current annual period. These matters and the related risks of material misstatements were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter How our audit addressed the key audit matters
Revenue recognition
Regarding the FY ended as at 31/12/2025 (01/01/2025 – 31/12/2025), the Company’s and the Group’s sales stood at € 996,1 million and € 1.232,9 million respectively. Most sales refer to retail sales performed through a network of 89 stores and 4 e-shop stores. Our audit approach regarding revenue recognition included, inter alia, the following procedures:
The Company’s and the Group’s revenue arises from various sale points. Sales recognition has been identified as key audit matter due to the complexity related to significant volume of transactions performed at various sale points, use of information systems for revenue recognition purposes, as well as judgments and estimates of the Management. Recognition of revenue arising from the total of sales points as well as update of accounting files is automatically performed through the Company’s subsystems. The Group uses information systems and internal controls in order to ensure an integrated revenue recognition framework. • We have obtained understanding and assessed the information systems environment supporting various revenue categories, including the relevant internal control procedures.
Revenue is recognized when the relative risks and rewards associated with the goods sold are transferred to customers, while collecting receivables is reasonably secured. The disclosures made by the Group in respect of the applied accounting policies regarding revenue recognition are presented in Notes 3.2, 4.23 and 5.1 to the financial statements. • We have tested the correct transfer of sales data from separate information systems to the general ledger accounts.
• We have obtained understanding and assessed the assumptions regarding rebates, sales returns and sales discounts recognition selecting and examining a sample of transactions.
• We have assessed the adequacy of disclosures in the accompanying financial statements in compliance with IFRS requirements in respect of this matter.

6

Key Audit Matter How our audit addressed the key audit matters
Inventory valuation
As at 31/12/2025, the Company’s and the Group’s inventory amounted to € 229,8 million and € 310,5 million respectively. The income statement has been charged with an amount of € 2,7 million regarding the Company and an amount of € 2,8 million regarding the Group pertaining to damaged inventory or /and impaired. Our audit approach included, inter alia, the following procedures:
The Group measures the inventory at the lower of cost and net realizable value. Net realizable value is the estimated sale price in the ordinary course of the company’s operations less any related distribution expenses. • We understood and recorded the procedures applied by the Management for the purposes of identifying slow moving/obsolete inventory and determining their net realizable value.
In this context, in every reporting period, the Group Management makes estimates regarding identification of slow moving/obsolete inventory and determines net realizable value, based on products seasonality, their movement during the year, as well as next year projections. • We performed procedures for identifying slow moving inventory or inventory with low commerciality.
Determination of net realizable value of inventory has been identified as a key audit matter, since it involves management judgements and estimates which are reviewed whenever necessary in line with the growing and changing demands of the retail industry. • We evaluated the Management’s estimates in respect of net realizable value of inventory, taking into account, inter alia, sample of sales performed after the end of the reporting period.
The Group's disclosures in respect of accounting policies used are presented in Notes 3.2, 4.10, 5.4 and 5.13 to the financial statements. • We assessed the Management’s conclusions regarding the book value of the Company’s and the Group’s inventory.
• We evaluated the Management’s estimates regarding slow moving inventory, taking into account historical data and subsequent sales.
• We participated in some of the physical inventory counts and carried out a sample check on stock codes.
• We have assessed the adequacy of disclosures in the accompanying financial statements in compliance with IFRS requirements in respect of this matter.

7

Management is responsible for the other information. The other information is included in the Board of Directors’ Report, reference to which is made in the “Report on other Legal and Regulatory Requirements” section, in the Declaration of the Board of Directors members and in any other information which is either required by Law or the Company optionally incorporated, in the Annual Report required by Law 3556/2007, but does not include the financial statements and our auditor’s report thereon. Our opinion on the separate and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. If, based on the procedures performed, we conclude that there is a material misstatement therein, we are required to communicate this matter. We have nothing to report in this respect.

Responsibilities of management and those charged with governance for the separate and consolidated financial statements

Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as endorsed by the European Union, and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern principle of accounting unless management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.

The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company’s and the Group’s financial reporting process.

8

Auditor’s responsibilities for the audit of the separate and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as they have been transposed in Greek Legislation, will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements. As part of an audit in accordance with ISAs as they have been transposed in Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
  • Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the financial statements of the Group. We are responsible for the direction, supervision and review of the audit work performed for purposes of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 9

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the audited year end and are therefore the key audit matters.

Report on Other Legal and Regulatory Requirements

1. Board of Directors’ Report

Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report which also includes the Corporate Governance Statement, according to the provisions of paragraph 1, cases aa’, ab’ and b’ of article 154C of Greek Law 4548/2018 which do not include the sustainability statement for which we issued a limited assurance report dated 27.04.2026 in accordance with the International Standard on Assurance Engagements 3000 (Revised), we note the following:

a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the information required by article 152 of Greek Law 4548/2018.

b) In our opinion the Board of Directors’ Report has been prepared in accordance with the applicable legal requirements of articles 150 and 153 of Greek Law 4548/2018 excluding the provisions in paragraph 5A of article 150 of the aforementioned Law for the submission of sustainability statement, and its content is consistent with the accompanying separate and consolidated financial statements for the year ended 31.12.2025.

c) Based on the knowledge we obtained during our audit about the Company “JUMBO SA” and its environment, we have not identified any material inconsistencies in the Board of Directors’ Report.

2. Additional Report to the Audit Committee

Our audit opinion on the accompanying separate and the consolidated financial statements is consistent with the additional report to the Audit Committee referred to in article 11 of EU Regulation 537/2014.

3. Non-Audit Services

We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014 or other allowed non-audit services.

4. Appointment

We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company on 22.05.2024. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of shareholders of the Company for 2 consecutive years. 10

5. Operations’ Regulation

The Company has an Operations’ Regulation in accordance with the content prescribed by the provisions of article 14 of Greek Law 4706/2020.

6. Assurance Report on European Single Electronic Format reporting

Underlying Subject Matter

We have undertaken the reasonable assurance work to examine the digital files of the Company “JUMBO SA” (hereinafter the Company or/and the Group), that were prepared in accordance with the European Single Electronic Format (ESEF), which include the separate and consolidated financial statements of the Company and the Group for the year ended 31 December 2025 in XHTML format as well as the prescribed XBRL file “549300TGIVUUMY40MZ05-2025-12-31-1-en.zip” with the appropriate tagging on these consolidated financial statements, including other explanatory information (Notes to the financial statements), (hereinafter the “Underlying Subject Matter”) in order to ascertain whether they have been prepared in accordance with the requirements set out in the section Applicable Criteria.

Applicable Criteria

The Applicable criteria for European Single Electronic Format (ESEF) are set out in the European Commission Delegated Regulation (EU) 2019/815, as amended by Regulation (EU) 2020/1989 (the ESEF Regulation) and the 2020/C 379/01 European Commission interpretative communication dated 10 November 2020, as provided by Greek Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange. In summary those criteria require, inter alia, that:
- All annual financial reports shall be prepared in XHTML format.
- With regard to the consolidated financial statements prepared in accordance with the International Financial Reporting Standards, the financial information included in the Statement of Total Comprehensive Income, in the Statement of Financial Position, in the Statement of Changes in Equity, the Statement of Cash Flows, as well as financial information included in the notes to the financial statements shall be tagged with XBRL mark-up (“XBRL tags” and “block tag”) in accordance with ESEF Taxonomy, as currently in force. The technical specifications of ESEF, including the related taxonomy, are included in ESEF Regulatory Technical Standards.

Responsibilities of management and those charged with governance

Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and the Group for the year ended 31 December 2025, in accordance with the Applicable Criteria, and for such internal controls that Management determines that are necessary to enable the preparation of the digital files that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibilities

Our responsibility is to issue this report in relation to the evaluation of the Underlying Subject Matter, on the basis of our work performed that is described below in the section “Scope of work performed”. 11

Our work was performed in accordance with the International Standard on Assurance Engagements 3000 (Revised) “Assurance engagements other than audits or reviews of historical financial information” (hereinafter “ISAE 3000”). ISAE 3000 requires that we design and perform our work so as to obtain reasonable assurance for the evaluation of the Underlying Subject Matter against Applicable Criteria. As part of the assurance procedures, we assess the risk of material misstatement of the information related to the Underlying Subject Matter. We believe that the evidence we have obtained is sufficient and appropriate and provide a basis for our conclusion expressed in this assurance report.

Professional ethics and quality management

We are independent of the Company and the Group, during the whole period of this engagement and we have complied with the requirements of the International Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA Code), the ethical and independence requirements of Law 4449/2017 and EU Regulation 537/2014.Our audit firm applies the International Standard on Quality Management 1 (ISQM 1), “Quality Management for firms that perform audits or reviews of financial statements, or other assurance or related services engagements” and accordingly, maintains a comprehensive system of quality management, including documented policies and procedures regarding compliance and ethical requirements, professional standards and applicable legal and regulatory requirements.

Scope of work performed

Our assurance work covers exclusively the objectives set out included in the Decision No 214/4/11-02-2022 of the Board of Hellenic Accounting and Auditing Oversight Board (HAASOB) and in the “Guidelines in connection with the work and the assurance report of the Certified Public Accountants on the European Single Electronic Format (ESEF) of issuers with trading securities listed in a regulated market in Greece” dated 14/02/2022, as issued by the Institute of Certified Public Accountants, in order to obtain reasonable assurance that financial statements of the Company that were prepared by management, comply in all material respects with the Applicable Criteria.

Inherent limitations

Our assurance work covered the objectives set out in the section “Scope of work performed” in order to obtain reasonable assurance on the basis of the procedures described. In this context, our work performed could not provide absolute assurance that all the matters that could be considered as material weaknesses will be revealed.

Conclusion

On the basis of the work performed and the evidence obtained, we conclude that the separate and the consolidated financial statements of the Company and the Group for the year ended 31 December 2025 prepared in XHTML format as well as the prescribed XBRL file «549300TGIVUUMY40MZ05-2025-12-31-1-en.zip» with the appropriate tagging on the abovementioned consolidated financial statements, including the notes to the financial statements, are prepared, in all material respects, in accordance with the Applicable Criteria.

12 Ag. Paraskevi, April 27, 2026
Certified Public Accountant
BDO Certified Public Accountant S.A.
449 Mesogion Ave, Andriana K Lavazou
Athens- Ag. Paraskevi, Greece
Reg. SOEL: 45891
Reg. SOEL: 173

13 JUMBO GROUP S.A.
Annual Report for the financial year 01.01.2025-31.12.2025

ΙΙΙ. Board of Directors’ Annual Report

OF SOCIETE ANONYME “JUMBO ANONIMI EMPORIKI ETAIREIA” ON THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR 01.01.2025 TO 31.12.2025

Dear Shareholders,

Under the provisions of Law 3556/2007, Law 4548/2018 as it is in effect and the Statute of Incorporation of the Company, we submit the Consolidated Report of the Board of Directors for the financial year ended 31 December 2025 (01.01.2025 – 31.12.2025).

In accordance with the applicable legislation, the Report includes, indicatively but not limited to, the information required under paragraphs 2(c), 6, 7, and 8 of Article 4 of Law 3556/2007, Articles 150 (paragraphs 1–3) and 153 (paragraphs 1–4) of Law 4548/2018, and Article 2 of the Capital Market Commission Decision No. 8/754/14.10.2016. It also includes the Consolidated and Separate Financial Statements as at 31 December 2025, the Notes to the Financial Statements as required under the International Financial Reporting Standards (IFRS), and the Independent Auditors’ Report by the statutory auditors.

Furthermore, the Report incorporates the Corporate Governance Statement in accordance with Law 4706/2020 and Articles 152 & 153(1) of Law 4548/2018, as well as the Sustainability Report in line with the requirements of the EU Corporate Sustainability Reporting Directive (CSRD).

The current report presents the data on JUMBO SA and JUMBO Group of Companies, financial information which aim to provide information to the shareholders and the investing public on the financial position, and the results, the total course of development and the changes occurred during the closing corporate financial year from 01.01.2025 to 31.12.2025, significant events which took place and their effect on the Financial Statements of the same financial year, as well as a description of the prospects and the most significant risks and uncertainties faced by the Group and the Company as well as the most significant transactions that took place between the issuer and its related parties.

Α. REVIEW OF THE CLOSING FINANCIAL YEAR FROM 01.01.2025 TO 31.12.2025

Turnover: The Group’s turnover for the financial year 2025 stood at € 1.232,90 mil, presenting an increase of 7,22% compared to € 1.149,87 mil in 2024. The Company’s turnover amounted to € 996,11 mil, presenting an increase of 8,66% compared to € 916,70 mil last year.

The breakdown of sales performance by country for the year 2025 is as follows:
* Greece: Overall, for the year, the net sales of the parent company - excluding intragroup sales- increased by 8,63% y-o-y.
* Cyprus: The sales for the year increased by 7,71% y-o-y.
* Bulgaria: The sales for the year increased by 4,94% y-o-y.
* Romania: The sales for the year increased by 4,32% y-o-y.

In 2025, a new wholly -owned hyperstore commenced operations in the city of Timișoara, Romania, marking the second Jumbo store in the city. Furthermore, the Group launched its e-commerce operations in Bulgaria. As of December 31, 2025, the JUMBO Group operated a total of 89 stores, of which 53 were located in Greece, 6 in Cyprus, 10 in Bulgaria, and 20 in Romania. In addition, the Group maintained e-commerce platforms in Greece, Cyprus, Bulgaria and Romania.

14 JUMBO GROUP S.A.
Annual Report for the financial year 01.01.2025-31.12.2025

Furthermore, the Company, through collaborations, had presence, with 43 stores operating under the JUMBO brand, in seven countries (Albania, Kosovo, Serbia, North Macedonia, Bosnia, Montenegro and Israel).

Some important financial data for the Group and the Company are analyzed below as follows:

Gross Profit: The Group’s gross profit margin for the closing financial year (01.01.2025- 31.12.2025) reached 54,72% from 55,61% the previous year (01.01.2024-31.12.2024). Respectively, for the Company the gross profit margin for the closing financial year (01.01.2025- 31.12.2025) reached 42,25% from 43,06% the previous year (01.01.2024-31.12.2024).

Earnings before interest, taxes, investment results, depreciation and amortization: Earnings before interest, tax, investment results, depreciation and amortisation of the Group reached € 435,66 mil from € 422,77 mil. in the previous respective year and earnings before interest, taxes, investment results, depreciation and amortization margin stood at 35,34% from 36,77%. Earnings before interest, taxes, investment results, depreciation and amortization for the Company reached € 267,41 mil. from € 256,51 mil. in the previous respective year and earnings before interest, taxes, investment results, depreciation and amortization margin stood at 26,85% from 27,98%.

It is noted that, during 2024, the Company recognized an amount of € 10,79 million as insurance compensation for its stores in Larissa and Karditsa, which remained closed due to the unprecedented flooding event that occurred in early September 2023. In 2024, earnings before interest, taxes, investment results, depreciation and amortization, excluding the effect of insurance compensation, amounted to € 411,98 million for the Group and € 245,72 million for the Company.

Net Profits after tax: The Net Consolidated Profits after tax reached € 320,31 million, remaining at the same level as in the previous financial year (€ 320,10 million). On a comparable basis, excluding the impact of insurance compensation received in 2024, net profit increased by 3,56% compared to the corresponding prior period, when it amounted to € 309,31 million. Net Profits after tax for the Company reached € 252,94 mil. versus the previous year when they at € 254,11 mil. It is noted that, in 2025, the Company received an amount of € 66,00 million in dividends from its 100%-owned subsidiaries “JUMBO TRADING LTD”, “JUMBO EC.B. LTD” and “JUMBO EC.R SRL”. In 2024, the Company received an amount of € 70,00 million in dividends from its 100%-owned subsidiaries “JUMBO TRADING LTD” and “JUMBO EC.B. LTD”. The Company’s net profit after tax, excluding the impact of dividend income, amounted to € 186,94 million, marking an increase of 7,86% compared to the net profit after tax of the previous financial year (excluding the impact of insurance compensation and dividend income), which had amounted to € 173,32 million.

Net cash flows from operating activities: Net cash flows from operating activities of the Group amounted to € 296,91 mil. for the financial year 01.01.2025-31.12.2025 from € 300,69 mil. the previous year (01.01.2024-31.12.2024). The Group's capital expenditures amounted to € 38,38 mil. during the financial year 01.01.2025-31.12.2025, net cash flows after investing and operating activities of the Group amounted to € 259,80 mil. on 31.12.2025 from € 256,17 mil. on 31.12.2024. Cash and cash equivalents as well as other current financial assets amounted to € 539,64 mil. on 31.12.2025 from € 447,81 mil. on 31.12.2024.

Net cash flows from operating activities of the Company amounted to € 151,10 mil. in the financial year 01.01.2025-31.12.2025 from € 182,34 mil. for the financial year 01.01.2024-31.12.2024. With capital expenditures amounted € 29,11 mil. during the financial year 01.01.2025-31.12.2025 and the receipt of dividends amount of € 66,00 million from its wholly-owned subsidiaries 'JUMBO TRADING LTD' ,'JUMBO ECB Ltd' and “JUMBO EC.R SRL” the net cash flow after investing and operating amounted to € 180,50 mil. on 31.12.2025 from € 224,91 mil. on 31.12.2024. Cash and cash equivalents as well as other current financial assets amounted to € 180,57 mil. on 31.12.2025 from € 159,16 mil. on 31.12.2024.

15 JUMBO GROUP S.A.# Annual Report for the financial year 01.01.2025-31.12.2025

Earnings per share

As at 31 December 2025, the Company did not hold any treasury shares and the total number of shares amounted to 134.365.561. As at 31 December 2024, the Company held 938.787 treasury shares. The total weighted average number of shares of the Company as at 31 December 2024 was 135.949.012 shares.

Basic earnings per share of the Group amounted to € 2,3839 compared to € 2,3544 in the previous financial year, representing an increase of 1,25%. Earnings per share of the Company amounted to € 1,8825 compared to € 1,8693 in the previous financial year.

On a comparable basis, excluding the impact of insurance compensation and dividends:
Basic earnings per share of the Group amounted to €2,3821 compared to €2,2733 in the corresponding prior period, representing an increase of 4,79%. Earnings per share of the Company amounted to €1,3913 compared to €1,2739 in the corresponding prior period, representing an increase of 9,22%.

Net Tangible Fixed Assets

As at 31.12.2025, the carrying amount of the Group’s Tangible Fixed Assets amounted to € 808,17 mil., including right-of-use assets, and represented 43,16% of the Group’s Total Assets, compared to 31.12.2024 when those amounted € 808,51 mil. including right-of-use assets and represented 47,38% of the Group’s Total Assets.

As at 31.12.2025, the carrying amount of the Company’s Tangible Fixed Assets amounted to € 388,72 mil., including right-of-use assets, and represented 34,77% of the Company’s Total Assets, as compared to 31.12.2024 when the carrying amount of the Company’s Tangible Fixed Assets amounted to € 384,24 mil., including right-of-use assets, and represented 37,61% of the Company’s Total Assets.

Net investments for the purchase of fixed assets by the Company for the closing financial year amounted to € 29,11 mil. and € 38,38 mil. for the Group.

Inventories

Inventories of the Group amounted on 31.12.2025 to € 310,50 mil. compared to € 260,87 mil. as at 31.12.2024 and represent 16,58% of the Total Consolidated Assets compared to 15,29% as at 31.12.2024.

Inventories of the Company amounted to € 229,85 mil. compared to € 194,80 mil. as at 31.12.2024 and represent 20,56% of the Total Assets of the Company compared to 19,07% as at 31.12.2024.

Long-term lease liabilities

On the same date, the Group's long-term lease liabilities amounted to € 58,34 million, i.e. 3,12% of the Group's Total Equity and Liabilities and for the Company to € 47,09 million, i.e. 4,21% of the Total Equity and Liabilities of the Company. As at 31.12.2024 the Group's long-term lease liabilities amounted to € 67,55 million and for the Company to € 53,99 million.

Short-term lease liabilities

On the same date, the Group's short-term lease liabilities amounted to € 8,10 million and for the Company to € 6,39 million. As at 31.12.2024 the Group's short-term lease liabilities amounted to € 7,63 million and for the Company to € 5,83 million.

Equity

Consolidated Equity amounted to € 1.576,37 mil. compared to € 1.408,14 mil. on 31.12.2024 and represent 84,19% of the Group’s Total Equity and Liabilities. The Company’s Equity amounted to € 881,77 mil. compared to € 779,12 mil. as at 31.12.2024, representing 78,86% of the Company’s Total Equity and Liabilities.

Net debt ratios

During the closing period the Group’s cash and cash equivalents balances and other current financial assets were higher than the total borrowings and lease liabilities, by the amount of € 473,21 mil. and, as a consequence, the net debt ratio was negative. For the financial year that ended on 31.12.2024 the Group’ cash and cash equivalents balances and other current financial assets were higher than its total borrowings and lease liabilities, by the amount of € 372,51 mil. and, as a consequence, the net debt ratio was negative.

As at 31.12.2025 the cash and cash equivalent balances and other current financial assets of the Company were higher than the total borrowings and lease liabilities, by the amount of € 127,09 mil. and, as a consequence, the net debt ratio was negative. As at 31.12.2024 the Company’s cash and cash equivalent balances and other current financial assets were higher than the total borrowings and lease 16 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 liabilities, by the amount of € 99,34 mil. and, as a consequence, the net debt ratio was negative.

Adding Value and Performance Valuation Factors

The Group recognizes geographical segments - Greece, Cyprus, Bulgaria and Romania - as operating segments. The above geographical segments are used by the Management for internal information purposes. The Management’s strategic decisions are based on the operating results of every segment, which are used for measurement of their profitability.

In financial year ended on 31.12.2025 the total amount of earnings before taxes, financial and investment results, allocated among the four segments, amounted to € 392,52 mil. Respectively in the previous year ended on 31.12.2024 the total amount of earnings before taxes, financial and investment results, allocated among the four segments, amounted to € 383,50 mil.

Segment 2025 Turnover Contribution 2025 Earnings Contribution 2024 Turnover Contribution 2024 Earnings Contribution
Greece 58,29% 56,74% 57,53% 56,07%
Cyprus 10,65% 12,10% 10,61% 11,87%
Bulgaria 9,72% 10,91% 9,93% 10,60%
Romania 21,34% 20,14% 21,93% 21,46%

The “Other” segment includes the activity of the newly acquired company under the name “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2”, of which the JUMBO Group acquired 100% on 23 October 2025. The activity of this company relates to the operation and exploitation of the VESO MARE shopping centre located on Akti Dymaion Street in Patras. The company has been fully consolidated in the Group’s financial statements as at 31 December 2025, while its results have been included in the consolidated results for the period from the acquisition date (23 October 2025 until 31 December 2025).

Alternative Performance Measurement Indicators (APMs)

The Group and the Company evaluate their results and performance on a monthly basis, identifying deviations from targets in a timely and effective manner and taking corrective action accordingly. The Group and the Company measure its performance by making use of financial performance indicators, widely used internationally, that serve to better understand the Group's and the Company's financial results and operating results and their financial position and cash flow statement.

The Alternative Performance Measurement Indicators (APMs) that the Group and the Company have chosen to use are Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA Margin, Return on Capital Employed (ROCE), Return on Equity (ROE) and Net Debt. These ratios are not defined or identified in IFRS, but are based on the financial statements of the Group and the Company prepared in accordance with IFRS. They should always be considered in conjunction with the financial results prepared in accordance with IFRS and in no way replace them. In addition, these ratios should not be compared with those of other groups.

The following indicators are taken into account by the management of the Group and the Company in making strategic decisions:

1. ROCE (Return on Capital Employed)

It is a profitability ratio used to assess the Group's and the Company's ability to use their capital efficiently. 17 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 The ratio is calculated by dividing profit after tax by capital employed. The notes present the Statement of Financial Position items used by Management in determining the denominator (capital employed), in accordance with the analysis set out below. The numerator is defined by Management as net income adjusted for any non-recurring items.

In 2025, a dividend of € 66,00 million was received by the Company, which is excluded from the aforementioned calculation of income for the Company. In 2024, non-recurring income from insurance compensation amounting to € 10,79 million, as well as a dividend of € 70,00 million received by the Company, were excluded from the aforementioned calculation of income for the Company.

The denominator (management-defined employed capital) is calculated as the sum of fixed assets (see Notes 5.8 and 5.9) and working capital. In determining fixed assets, management includes the capitalized value of operating leases and investment property. Working capital is defined as inventories plus receivables (see Notes 5.14, 5.15 and 5.16) minus liabilities (see Notes 5.27 and 5.29).THE GROUP 31/12/2025 320.309.417 ROCE= = 27,09% 1.182.446.669
THE GROUP 31/12/2024 309.309.258 ROCE= = 27,68% 1.117.556.968
THE COMPANY 31/12/2025 186.943.196 ROCE= = 27,01% 692.087.688
THE COMPANY 31/12/2024 173.324.914 ROCE= = 27,60% 627.977.171

  1. ROE (Return on Equity): The Group and the Company use this ratio to assess the efficiency of profit generation. The ratio is calculated by dividing adjusted profit after tax by the average equity of the last two periods. For comparability purposes, the calculation below is based on adjusted profit after tax, defined as net profit after income tax excluding non-recurring items. Based on the above, the ROE is calculated as follows:

18 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

THE GROUP 31/12/2025 320.309.417 ROE= = 21,46% (1.576.372.006+1.408.143.782)/2
THE GROUP 31/12/2024 309.309.258 ROE= = 22,61% (1.408.143.782+1.327.573.326)/2
THE COMPANY 31/12/2025 186.943.196 ROE= = 22,51% (881.766.364 + 779.117.277)/2
THE COMPANY 31/12/2024 173.324.914 ROE= = 22,43% (779.117.277+ 766.226.854)/2

  1. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) "Operating income before interest, taxes, financial and investment income and total depreciation and amortization" - The ratio is calculated by adding interest on debt, deducting interest on credit and adding depreciation and amortization to Operating income before taxes.

  2. EBITDA margin "Margin on Operating profit before tax, financial and investment income and total depreciation and amortization". - The ratio divides EBITDA by turnover. EBITDA and EBITDA margin ratios combined assess the operating performance of the Group and the Company

Earnings before interest, taxes, depreciation and amortization (EBITDA)

Amounts in mil. €

The Group The Group The Company The Company
01/01/2025- 31/12/2025 01/01/2024- 31/12/2024 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024
Earnings After Tax 320,31 320,10 252,94 254,11
Taxes 74,80 70,17 54,69 50,00
Interest (1,93) (6,77) 1,55 (0,64)
Depreciation 43,22 41,06 24,31 23,19
Earnings before interest, taxes, depreciation and amortization (EBITDA) 436,40 424,55 333,49 326,66
Adj.Earnings before interest, taxes, depreciation and amortization (EBITDA)* 436,40 413,77 267,49 245,88
Investment results (0,74) (1,79) (66,08) (70,15)
Earnings before interest, tax, investment results, depreciation and amortization 435,66 422,77 267,41 256,51
Adj. Earnings before interest, tax, investment results, depreciation and amortization * 435,66 411,98 267,41 245,72
Turnover 1.232,90 1.149,87 996,11 916,70
Margin of Earnings before interest, tax investment results depreciation and amortization 35,34% 36,77% 26,85% 27,98%
Adj. Margin of Earnings before interest, tax investment results depreciation and amortization* 35,34% 35,83% 26,85% 26,80%

Note The term EBITDA refers to earnings before interest, taxes, depreciation and amortization and alongside with the Earnings before interest, tax, investment results, depreciation and amortization Margin, they constitute the ratios of measuring the Company's and the Group’s operational performance.

19 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

  • Refers to the adjustment for the € 66,00 million from dividend income received by the Company during the financial year 01.01.2025–31.12.2025, for the € 10,79 million from insurance compensation recognized by the Company during the financial year 01.01.2024–31.12.2024, the € 70,00 million from dividend income received by the Company during the same year.

  • Net Debt – The ratio is calculated as the sum of lease liabilities and borrowings less cash and cash equivalents and other current financial assets and measures the liquidity of the Group and the Company.

NET DEBT

Amounts in mil. € The Group 31/12/2025 The Group 31/12/2024 The Company 31/12/2025 The Company 31/12/2024
Short-term loan liabilities - 0,13 - -
Long-term lease liabilities 58,34 67,55 53,99 47,09
Short-term lease liabilities 8,10 7,63 5,83 6,39
Short term restricted bank deposits (2,97) (3,00) - -
Cash and cash equivalents (536,67) (444,82) (180,57) (159,16)
Net Debt (473,21) (372,51) (127,09) (99,34)

Note The net debt for the Company and the Group, the total lease liabilities and borrowings after deducting the amount of cash and cash equivalents and other current financial assets and is used by the Management of the Company and the Group as a measure of liquidity.

Β. SIGNIFICANT EVENTS IN THE CLOSING YEAR

The significant events which took place in the closing financial year (01.01.2025-31.12.2025) as well as their positive or negative effect on the annual financial statements are the following.

The Extraordinary General Meeting of Shareholders held on March 19, 2025, approved the management’s proposal for the distribution of an extraordinary cash dividend of gross amount of € 0,4667 per share, before withholding dividend tax, totaling € 63.499.089,53. This amount was distributed from extraordinary reserves arising from taxed and undistributed profits of the financial year 01.01.2023- 31.12.2023. The above gross amount, excluding 1.687.198 treasury shares held by the Company, which are not entitled to dividend, amounted to € 0,4725599412 per share. The net extraordinary cash distribution, after the deduction of 5% withholding tax, where applicable, amounted to €0,4489319442 per share, and payment to the beneficiaries commenced on 31 March 2025.

The Annual General Meeting of the Company’s shareholders held on 9 July 2025 approved the distribution of a dividend to shareholders from the profits of the 2024 financial year, amounting to a total of €68.029.879,50, corresponding to 136.059.759 shares of the Company, i.e. a gross amount of €0,50 per share, or a net amount of €0,4750 per share after the deduction of 5% withholding tax, where applicable. Taking into account the number of treasury shares held by the Company, amounting to 1.694.198 shares, the distribution of the above total amount corresponds to a gross amount of €0,5063044354 per share. The net dividend distribution, after the deduction of 5% withholding tax, where applicable, amounted to €0,4809892136 per share, and payment to the beneficiaries commenced on 24 July 2025. In total, the cash distributions for the year 2025 amounted to € 131,5 million.

The Annual General Meeting of the Company’s shareholders held on 9 July 2025 resolved, inter alia, the cancellation, in accordance with article 49 of Law 4548/2018, of 1.694.198 treasury shares with a nominal value of € 0,88 each, resulting in a reduction of the Company’s share capital by €1.490.894,24 and a corresponding amendment to article 5A (“Share Capital – Shares”) of the Company’s Articles of Association.

20 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The aforementioned shares were acquired during the period from 1 October 2024 to 27 March 2025, at an average purchase price of € 25,4191 per share, under the Share Buyback Program approved by the Annual General Meeting of shareholders on 26 September 2024. Following the above reduction due to the cancellation of 1.694.198 shares, the Company’s share capital amounts to € 118.241.693,68, divided into 134.365.561 ordinary registered shares with a nominal value of €0,88 each. The cancellation and deletion of the above treasury shares from the Athens Exchange took place on 4 August 2025, being the date on which trading of these shares ceased on the Athens Exchange.

The Board of Directors, by its resolution dated 14 April 2025, approved the distribution of dividends amounting to a total of €55 million from its wholly-owned subsidiaries, as follows:
• €25 million from “JUMBO TRADING LTD” (Cyprus), from profits of the financial years 2017– 2019, and
• €30 million from “JUMBO EC.B. LTD” (Bulgaria), from profits of the financial years 2022–2023.

Furthermore, the Board of Directors, by its resolution dated 30 April 2025, approved the distribution of dividends amounting to €11 million from its wholly-owned Romanian subsidiary “JUMBO EC.R. S.R.L.”

In March 2025, the second company-owned hyperstore in Timișoara, Romania commenced operations, increasing the total number of Jumbo stores in the country to 20. In June 2025, the Group launched its e-commerce operations in Bulgaria (https://www.e- jumbo.bg).

In February 2025, the sale of land plots in the Sofia region by the 100% subsidiary “JUMBO EC.B. LTD” (Bulgaria) was completed for a total consideration of €1,89 million. The gain from the transaction amounted to €981,20 thousand.

Following a relevant decision of the Board of Directors, on 24 October 2025 the Company proceeded with the acquisition of 100% of “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2”, owner of the VESO MARE shopping centre in Patras, where a JUMBO store is already in operation. The consideration for the transaction amounted to €10.825.621 and was paid in cash from the Company’s cash reserves.

As part of its strategy to strengthen its network of company-owned stores and gradually reduce its reliance on leased properties, during 2025 the Group completed the acquisition of three properties that were previously leased. Specifically, the stores in Larisa (store 2), Acharnon and Patras (VESO MARE) were acquired. The total investment amounted to approximately €25 million, enhancing the stability of operating expenses and creating additional value for shareholders through the ownership of strategic real estate assets.

C. RISK MANAGEMENT

The Group is exposed to various financial risks such as market risk (variation in foreign exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The Group’s risk management policy aims at limiting the negative impact on the Group’s financial results, which arises from the inability to predict financial markets and fluctuations in cost and revenue variables.The risk management policy is executed by the Management of the Group, which evaluates the risks related to the Group’s activities and operations, plans the methodology and selects suitable financial products for risk reduction. The Group’s financial instruments include mainly bank deposits, trade debtors and creditors, dividends payable and loans.

21 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Foreign Exchange Risk

The Group operates internationally and, therefore, is exposed to foreign exchange risk, which arises mainly from the U.S. Dollar and Romanian Lei (RON) due to the operation of the Group through its subsidiary company in Romania. The Group deals with this risk with the strategy of early stocking that provides the opportunity to purchase inventories at more favorable prices while been given the opportunity to review the pricing policy through its main operational activity which is retail sales. However, significant variation in foreign exchange rates could have a negative effect on its results.

Interest Rate Risk

On December 31, 2025, the Group and the Company are exposed to changes in the interest rate market in terms of their bank borrowing, cash and cash equivalents which are subject to a variable rate of interest. A reasonable change in the interest rate of +/- 0,5% would benefit / burden the Company's and Group's results by € 0,33 mil. and € 1,01 mil, respectively. Deposits up to three months term as well as deposits over three months term (other current financial assets) have been included in the calculation.

Credit Risk

The main part of the Group’s sales concerns retail sales, effected mostly in cash, while wholesale sales are made to clients with a reliable credit record. In respect of trade and other receivables, the Group is not exposed to any significant credit risk. To minimize the credit risk regarding cash and cash equivalents, the Group deals only with well-established financial institutions of high credit standing.

Liquidity Risk

The Group manages its liquidity needs by carefully monitoring its debt servicing payments for long – term financial liabilities as well as its daily cash outflows. The Group ensures that sufficient available credit facilities exist, so that it is able to cover the short-term business needs, after calculating the cash flows resulting from its operation as well as its cash and cash equivalents.

Market Price Risk

The Company is exposed to market price risk in relation to equity securities and bonds due to investments held and allocated in the statement of financial position as fair value through other comprehensive income. As at 31 December 2025, the Company’s investments in equity securities and bonds amounted to €31.710.709 and comprise listed shares and bonds at the Cyprus Stock Exchange and the Athens Exchange. More specifically, these include shares with a value of €22.614.448 and bonds with a value of €9.096.261, all of which are publicly traded. The Company does not apply hedge accounting for market price risk.

Other Risks

The Group’s management has implemented a reliable Internal Control System aimed at identifying inefficiencies and exceptions within the scope of its business operations. Within this framework, operational, strategic, regulatory, financial, legal/compliance, as well as information systems and cybersecurity risks are assessed and monitored.

Political and economic

Demand for the Group’s products and services and, consequently, its sales and results are influenced by various external factors related to its operations and industry, such as political and geopolitical instability, tax and social changes, economic uncertainty, macroeconomic cycles and climate change. Inflationary pressures continue to constrain household disposable income, while escalating global trade tensions and the strengthening of protectionist policies increase uncertainty regarding the medium-term outlook for global trade.

The war in Ukraine continues to impact the energy market, keeping energy prices at elevated levels and increasing volatility, particularly in natural gas and electricity. At the same time, the escalation of geopolitical tensions in the Middle East has a significant impact on international energy markets, intensifying upward pressure on oil prices and increasing fuel and 22 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 transportation costs. Instability in the broader region, combined with heightened geopolitical risk, creates conditions of increased volatility in freight and energy prices, with direct implications for supply chain costs and the pricing of final products. The disruption in the Suez Canal, which has remained effectively non-operational for a significant portion of commercial shipping since 2023, continues to pose challenges. Shipments from Asia to Piraeus are being rerouted around Africa, significantly increasing transit times (approximately 60 days, nearly double compared to pre-crisis levels) and associated costs, while also impacting working capital requirements and inventory planning.

Geopolitical developments in the Middle East directly and indirectly affect the Group’s operations. The operation of stores bearing the Jumbo brand in Israel continues to be adversely impacted. Wholesale activity through partnerships with independent customers remains complementary in nature and entails limited financial risk for the Group. Furthermore, potential short-term challenges are expected in Romania, as increases in VAT rates and direct taxes from August 2025, implemented as part of fiscal adjustment measures, are expected to constrain consumers’ purchasing power and affect consumption, at least in the short term.

Evolving market conditions, driven by the rapid growth of cross-border e-commerce platforms, are intensifying competition, often through practices that may disrupt the level playing field of the market. At the same time, at the European Union level, regulatory interventions are underway or under consideration, aiming to ensure fair competition, enhance transparency in digital platforms and strengthen the effective control of compliance of products imported from third countries. These initiatives, which include stricter rules for digital services and marketplaces, as well as potential changes to the customs and tax treatment of low-value consignments, may affect the competitive landscape and the operating costs of the businesses involved.

In order to address the above risks, the Group continuously redesigns its product offering and maintains adequate inventory levels at competitive prices, ensuring flexibility in response to political, geopolitical and macroeconomic developments. At the same time, cost containment and logistics optimisation contribute to mitigating the impact of delays and increased transportation costs. Furthermore, the Group is strengthening its e-commerce platforms, continuously enhancing the customer experience and reinforcing its strategic communication and advertising activities, with the aim of effectively addressing intensifying competition from international e-commerce platforms and ensuring its long-term resilience and growth. Finally, as part of its environmental strategy and efforts to reduce its carbon footprint, the Group continues to invest in photovoltaic systems and energy-efficient infrastructure within its stores.

Supplier’s bankruptcy risk

The unprecedented energy crisis, rising transport costs as a result of the wars in Ukraine and Middle East, and rising operating and borrowing costs for businesses create the risk of bankruptcy for some of the company's suppliers. In these circumstances the Company faces the risk of losing advances given for the purchase of products. As a safeguard from the aforementioned risk, the Company has contractual agreements with a significant number of suppliers, none of which represents an important percentage on the total amount of the advance payments.

Sales seasonality

Due to the specific nature of the Group’s products, its sales present high level of seasonality. A significant part of the Group’s annual turnover is realised during the Christmas period (28%), while seasonal sales fluctuations are recorded during months such as April (Easter – 12% of annual turnover) and September (beginning of school period- 10% of annual turnover). Sales seasonality demands rationality in working capital management, specifically during peak seasons. It is probable that the Group’s inadequacy to deal effectively with seasonal needs for working capital during peak seasons may burden it with additional financial expenses and negatively affect its results and its financial position.

23 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The Group’s inability to effectively respond to increased demand during specific peak periods, as well as delays in deliveries, may adversely affect the results for the full financial year. In addition, challenges may arise from external factors, such as, indicatively, the evolution of a pandemic, extreme weather events, disruptions in the operation of ports or trade routes, strike actions, as well as defective or unsafe products.

Dependence on agents-importers

The Company imports its products directly from aboard as exclusive dealer for toy companies, which do not maintain agencies in Greece. Moreover, the Company purchases its products from more than 200 suppliers who operate within the Greek market. However, the Company faces the risk of losing revenues and profits in case its cooperation with some of its suppliers terminates. Nevertheless, it is estimated that the risk of not renewing the cooperation with its suppliers is insignificant due to the leading position of JUMBO in the Greek market.The potential of such a perspective would have a small effect in relation to the Company’s size, since none of the suppliers represents more than 3% of the Company’s total sales.

Intensity of competition between companies in the industry

The Group’s main competitors include supermarket chains (excluding food segments), retailers of toys, children’s products, stationery and seasonal items, as well as their respective online stores. At the same time, the current market landscape may evolve in the future, either through the entry of foreign companies into the markets where the Group operates or through changes in the strategies of existing competitors, including the expansion of their store networks and product assortments. Any intensification of competition, indicatively through price competition and promotional activities, may adversely affect the Group’s sales and profitability. The Group closely monitors market developments and adapts its strategy accordingly, in order to maintain and strengthen its position in a dynamically evolving environment.

Dependence on imports

70% of the Group’s products come from Asia and especially China. Facts that could lead to cessation of Chinese imports (such as embargo on Chinese imports or increased import taxes for Chinese imports or political-economic crises and personnel strikes in China, capital controls or an epidemic) could interrupt the product supply for the Group’s selling points, resulting in a negative effect on the Group’s operations and its financial position. Having invested in increasing the number, location and size of warehouses and facilities, the Group can proceed with inventory build-up to deal with delays in the supply chain. In addition, it is estimated that the risk of non-renewal of the cooperation with one of its suppliers is negligible due to the dominant position that Jumbo maintains in the Greek market. The possibility of such a prospect would have a relatively minor impact on the Company's figures as no supplier represents more than 3% of total sales.

Climate change risk

The assessment of the climate change risk and its associated impacts is a significant matter that the Group takes very seriously into account. The Group has complied with the relevant requirements under the new Directive 2022/2464/EU (“CSRD”), including the evaluation of climate change risks and the establishment of objectives and actions in order to mitigate the impact of their adaption, as detailed in the “Sustainability Statement” in Chapter I of this document.

Other external factors

The continuation of the war in Ukraine, developments in the Middle East, the potential imposition of tariffs, a new health crisis or terrorist attack, as well as the possible implications of a new financial crisis in the Eurozone or in the individual countries in which the Group operates, are factors that cannot be predicted or controlled and may adversely affect the economic, political and social environment, with negative consequences for the Group overall.

24 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

D. INFORMATION ON THE COMPANY’S AND THE GROUP’S PROSPECTS

Jumbo’s business model

Jumbo’s business model is stable and is based on a straightforward approach, ease of execution and a long-term perspective, creating value over time. The Company’s strategy is grounded in real data and long-standing experience, with a strong focus on consistency and operational efficiency. Jumbo represents a resilient, disciplined and consistently profitable retail business model, with a strong position among consumers and a diversified presence across the markets in which it operates. It operates through a structured, large-scale model, supported by an extensive store network, a well-developed supply chain and a significant level of owned infrastructure, all of which enhance its competitive position and operational efficiency.

In an environment where retail is continuously evolving and influenced by new forms of commerce, the growth of e-commerce and cross-border platforms, Jumbo recognizes that industry dynamics are shaped by consumer needs and ongoing adaptation. Jumbo aims to maintain and strengthen its leading position in its sector by serving a broad consumer base with well-designed products at competitive prices, while consistently delivering a high-quality in-store experience. Management does not pursue revenue growth at any cost, but remains actively focused on enriching the product range in order to drive sales in an efficient and sustainable manner. At the same time, the Group’s strategic objective is to establish itself as a strong regional player in Southeastern Europe, through disciplined expansion, infrastructure enhancement and the broadening of its presence in the markets in which it operates. Its strong balance sheet, zero bank debt and high liquidity constitute key pillars supporting this strategy.

Reinvestment in Jumbo’s business model

With the aim of containing operating costs, Management, where commercially and financially appropriate, opts to acquire full ownership of properties, seeking optimal utilisation and maximisation of capital returns. Since 2021 and up to date, approximately €75 million have been invested in the acquisition and owner-occupation of nine previously leased stores in Greece and Romania. The Company’s strategy is based on long-term resilience and continuous reinvestment. In this context, Jumbo systematically allocates its excess profits to critical areas, such as the development of logistics infrastructure, the upgrade of IT systems and the expansion of its store network, directly supporting its objective of strengthening its regional presence.

In this framework, Jumbo has entered into a preliminary agreement for the acquisition of a Giga distribution center (60.000 sq.m.) in Romania, aiming to optimise the supply of the country. In addition, the Group is proceeding with the development of two further distribution centers:

  • in Thessaloniki (expected completion in 2027, serving Northern Greece and Bulgaria), and
  • in Oinofyta (expected completion within 2–3 years, serving Greece and international operations).

These investments enhance capacity, improve the efficiency of points of sale and create the necessary infrastructure to support the Group’s regional growth. Total investments in distribution centers are expected to exceed €95 million over the next three years.

25 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Strong Retail Footprint and Expansion

As at 31 December 2025, the Group operated a total of 89 hyperstores (53 in Greece, 10 in Bulgaria, 6 in Cyprus and 20 in Romania). Network expansion is carried out at a disciplined pace, targeting the addition of approximately two new hyperstores per year on average, gradually strengthening the Group’s presence in the broader region. For 2026, the opening of a new store in Romania (Baia Mare) is planned, while in the medium term the expansion strategy is tailored by market, depending on prevailing conditions and available opportunities. In particular:

  • Romania: Addition of at least one new hyperstore per year, with the objective of doubling the number of hyperstores over the next decade.
  • Bulgaria: Addition of one new hyperstore within the next two years.
  • Cyprus: Development of two new stores in the medium term.
  • Greece: Development of at least four new hyperstores over the next three years.

At the same time, the Group is exploring the development of a new, flexible “pop-up” store format, leveraging experience from similar initiatives implemented by its partners abroad. In contrast to the typical Jumbo hyperstore, which has an average surface area exceeding 9.000 sq.m., these stores will be of smaller scale and will offer a more targeted product assortment. Pop-up” stores may be developed within successful shopping centers, enhancing consumer accessibility and strengthening the Group’s penetration in markets where it already operates through hyperstores. Subject to the validation of its efficiency, this model could be gradually rolled out across all countries in which the Group operates. The first store of this type is scheduled to open in Romania (Iași) within 2026, where a Jumbo hyperstore already operates, serving as a pilot implementation of the model.

Strengthening of e-commerce operations

The development of the physical store network is complemented by the strategic strengthening of the Group’s e-commerce operations, enabling it to further expand its presence at a regional level. In this context, the Group systematically strengthens its digital presence across all markets in which it operates, investing in the upgrade of its online stores, the enhancement of user experience and the integration of physical and digital channels. At the same time, it leverages its existing supply chain infrastructure to support the further growth of its e-commerce operations. The Group is also evaluating the potential to expand its digital presence into markets where it does not currently operate a physical network, aiming to gradually broaden its customer base and further strengthen brand awareness at a regional level. Management plans to launch an online store in Turkey towards the end of 2026.

International Partnerships

Through partnerships, the Group maintains a presence with stores operating under the Jumbo brand in seven countries (Albania, Kosovo, Serbia, North Macedonia, Bosnia, Montenegro and Israel). It is noted that in March 2026, the sixth Jumbo-branded hyperstore commenced operations in Israel. Fox Group, which holds the exclusive Jumbo franchise agreement in Israel and Canada, plans to expand its store network in Israel by 3–4 stores in 2026. The first Jumbo store in Canada is expected to open in Ontario in early 2027, provided that no complications arise that could delay the opening.

26 JUMBO GROUP S.A.# Annual Report for the financial year 01.01.2025-31.12.2025

Management continuously evaluates business proposals for potential partnerships in countries outside the Eurozone. In this context, discussions are ongoing with the Balfin Group, which has expressed strong interest in expanding the existing franchise agreement to additional countries. At the same time, investments in technology, including the modernisation of ERP systems, cybersecurity and the utilisation of artificial intelligence tools, further enhance operational efficiency. Overall, Jumbo aims to maintain a balanced growth model, based on stability, efficiency and continuous adaptation to market conditions, gradually strengthening its position as a leading regional player and creating long-term value for shareholders, customers and the broader economy.

The Group has set a target to reduce its Scope 2 greenhouse gas emissions (both market-based and location-based) by 7,5% by 2030, using 2024 as the base year, at Group level. Furthermore, in its facilities in Greece, the Group has set a target to reduce emissions by 20% by 2030, using 2023 as the base year. During 2025, the Group installed 1.612,5 kWp of photovoltaic systems with net metering at its facilities in Romania, which had already been disclosed in the previous financial year. The emissions reduction from the photovoltaic systems installed in 2025 is estimated at approximately 491 tonnes of CO2e. In addition, during 2026, the Group has submitted applications for the installation of an additional 2.175,6 kWp of photovoltaic capacity at its facilities in Greece.

Ε. PROPOSAL FOR DISTRIBUTION OF DIVIDENDS

The Extraordinary General Meeting of shareholders held on 19 March 2025 approved Management’s proposal for the payment of an extraordinary cash distribution of € 0,4667 per share (gross), before withholding dividend tax, amounting in total to € 63.499.089,53. The distribution was made from extraordinary reserves arising from taxed and undistributed profits for the financial year 01.01.2023–31.12.2023. Excluding 1.687.198 treasury shares held by the Company, which are not entitled to dividend, the above gross amount corresponded to € 0,4725599412 per share. The net extraordinary cash distribution, after the deduction of 5% withholding tax, where applicable, amounted to €0,4489319442 per share, and payment to beneficiaries commenced on 31 March 2025.

The Annual General Meeting of shareholders held on 9 July 2025 approved the distribution of a dividend from the profits of the 2024 financial year, amounting to €68.029.879,50, corresponding to 136.059.759 shares, i.e. € 0,50 per share (gross) and €0,4750 per share (net), after withholding tax of 5%, where applicable. Taking into account 1.694.198 treasury shares held by the Company, the above distribution corresponded to € 0,5063044354 per share (gross). The net dividend distribution amounted to € 0,4809892136 per share, and payment to beneficiaries commenced on 24 July 2025.

Total cash distributions in 2025 amounted to € 131,5 million.

With regard to intra-group dividend flows, the Board of Directors, by its resolution dated 14 April 2025, approved the distribution of dividends from wholly-owned subsidiaries to the parent company “JUMBO S.A.”, as follows: € 25,00 million from “JUMBO TRADING LTD” (Cyprus), relating to profits of financial years 2017–2019, and € 30,00 million from “JUMBO EC.B. LTD” (Bulgaria), relating to profits of financial years 2022–2023. Furthermore, by its resolution dated 30 April 2025, the Board approved a dividend distribution of € 11,00 million from the wholly-owned Romanian subsidiary “JUMBO EC.R. S.R.L.”, relating to profits of the 2024 financial year.

It is noted that the Extraordinary General Meeting of shareholders held on 4 February 2026 approved the payment of an extraordinary cash distribution for 2026 amounting to € 0,50 per share (gross), before withholding dividend tax, totalling €67.182.780,50. The distribution was made from extraordinary reserves arising from taxed and undistributed profits of the financial years 01.01.2022– 31.12.2022 and 01.01.2023–31.12.2023. The net amount, after the deduction of 5% withholding tax, where applicable, amounted to € 0,4750 per share, and payment to beneficiaries commenced on 30 March 2026.

The Management of the Parent Company intends to propose to the General Meeting, for the financial year 2025, the distribution of a dividend amounting to € 94.055.892,70, corresponding to € 0,70 per share (gross) based on 134.365.561 shares. The net distribution, after the deduction of 5% withholding 27 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 tax, where applicable, is expected to amount to € 0,6650 per share. The dividend distribution process will be carried out through a credit institution within the timeframe prescribed by law following approval by the Annual General Meeting of shareholders. The proposed distribution is subject to approval by the General Meeting of shareholders.

F. OTHER INFORMATION AND FIGURES CONCERNING THE GROUP AND THE COMPANY

The number of staff employed as at the end of the financial year 31.12.2025 reached for the Group 7.232 persons, 6.026 of whom permanent personnel and 1.206 seasonal. As at 31 December 2025, the Company employed 4.160 persons 3.057 of whom permanent personnel and 1.103 seasonal, the Cypriot subsidiary JUMBO TRADING LTD employed 610 persons (599 permanent personnel and 11 seasonal), the subsidiary in Bulgaria employed 712 persons (682 permanent personnel and 30 seasonal), and the subsidiary in Romania employed 1.750 persons (1.688 permanent personnel and 62 seasonal).

The basic accounting principles applied are consistent with those applied for the Financial Statements of the previous year 01.01.2024-31.12.2024 with the exception of the new or revised accounting standards and interpretations mentioned in note 3.1 of the Financial Statements that are applicable to the Group.

In December 2024, a final purchase agreement was signed for the previously leased property in Nea Filadelfeia, at a total price of € 9,05 million. A pre-notation of mortgage has been registered on the property, which will be automatically released on July 30, 2026, upon full settlement of the outstanding balance of € 5,7 million. There are no other collaterals on the fixed assets of the Group and the Company at 31.12.2025.

There are no litigations or arbitration, whose potentially negative outcome might have a significant impact on the Group’s and the Company’s financial results.

Structure of the Group

The companies included in the full consolidation of JUMBO S.A. are the following:

Parent Company: The Societe Anonyme under the title «JUMBO SA» and the distinctive title «JUMBO» was founded in 1986, with current headquarters in Moschato, Attica region (9 Cyprus and Hydras street), has been listed since 1997 on the Athens Exchange and is registered in the Registry for Societes Anonymes of the Ministry of Development with reg. no. 7650/06/Β/86/04 while the Company’s number at the General Electronic Commercial Registry (G.E.MI.) is 121653960000. The company has been classified in the Main Market category of the Athens Exchange.

Subsidiary companies:
1. The subsidiary company under the title «JUMBO TRADING LTD» is a Cypriot limited liability company. It was founded in 1991. Its headquarters are in Nicosia, Cyprus (Avenue Avraam Antoniou 9, Kato Lakatamia of Nicosia). It is registered in the Cyprus Companies’ Register, under number Ε 44824. It operates in Cyprus and has the same objective as the Parent, which is retail trade of toys and related items. The parent company holds 100% of its shares and its voting rights.
2. The subsidiary company in Bulgaria under the title «JUMBO EC.B. LTD» was founded on the 1st of September 2005 as a Single-member Limited Liability Company under the Registration Number 96904, book 1291, of the First Instance Court of Sofia and according to the conditions of the Special Law, under number 115. Its headquarters are in Sofia, Bulgaria (Bul. Bulgaria 51, Sofia 1404). The parent company holds 100% of its shares and voting rights.
3. The subsidiary company in Romania under the title «JUMBO EC.R. S.R.L.» was founded on the 39th of August 2006 as a Limited Liability Company (srl) under Registration Number J40/7122/2013 of 28 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 the Trade Register, with registered office in Bucharest, district 3, Theodor Pallady Avenue, number 51, th Centrul de Calcul building 5 floor. The parent company holds 100% of its shares and voting rights.
4. The subsidiary company under the name “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT S.A.” is a Greek company, with Tax Identification Number (TIN) 998644096 and General Commercial Registry (G.E.MI.) number 007259901000. The company owns the VESO MARE shopping centre in Patras, where a Jumbo store is already in operation. The Parent Company holds 100% of its share capital and voting rights.
5. GEOFORM LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded on 13.03.2015.
6. INTROSERVE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019.
7. INDENE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019.
8. INGANE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital.The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019. 9. NIVAMO PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 30.06.2023.

The Group’s companies, as included in the consolidated financial statements and the consolidation method are the following:

Subsidiary Consolidated Percentage Participation Headquarters Activity Consolidation method
JUMBO TRADING LTD 100% Direct Cyprus Commercial Full Consolidation
JUMBO EC.B LTD 100% Direct Bulgaria Commercial Full Consolidation
JUMBO EC.R SRL 100% Direct Romania Commercial Full Consolidation
HERALD HELLAS SINGLE-MEMBER S.A. 100% Direct Greece REAL ESTATE DEVELOPMENT Investment Full Consolidation
GEOFORM LIMITED 100% Indirect Cyprus Investment Full Consolidation
INTROSERVE PROPERTIES LIMITED 100% Indirect Cyprus Investment Full Consolidation
INDENE PROPERTIES LIMITED 100% Indirect Cyprus Investment Full Consolidation
INGANE PROPERTIES LIMITED 100% Indirect Cyprus Investment Full Consolidation
NIVAMO PROPERTIES LIMITED 100% Indirect Cyprus Investment Full Consolidation

29 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Pursuant to the resolution of the Board of Directors of the Company dated 12 December 2025, as well as the resolution of the Board of Directors of its 100% (non-listed) subsidiary “HERALD HELLAS SINGLE- MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2” (hereinafter the “Absorbed Company”), the initiation of the merger process by absorption of the Absorbed Company by the Company (the “Merger”) was approved. The transformation balance sheet date of the Absorbed Company was set as 31 December 2025. The decision No. 4066743ΑΠ/09.04.2026 of the competent G.E.MI. authority, approving the merger by absorption, was registered with the General Commercial Registry (G.E.MI.) on 9 April 2026 under Registration Code Number (KAK) 6019057. Upon completion of the process, the Absorbed Company ceased to exist as a separate legal entity, while all its assets, rights and liabilities were automatically transferred to JUMBO, as the universal successor.

G. TRANSACTIONS WITH RELATED PARTIES

The most important transactions and balances between the Company and the related parties (except physical persons) on 31.12.2025, as defined in IAS 24, are as follows:

Sales of merchandise 01/01/2025- 31/12/2025 (THE GROUP) 01/01/2024- 31/12/2024 (THE GROUP) 01/01/2025- 31/12/2025 (THE COMPANY) 01/01/2024- 31/12/2024 (THE COMPANY)
Subsidiaries - - 277.491.314 255.177.420
Total - - 277.491.314 255.177.420
Sales of services 01/01/2025- 31/12/2025 (THE GROUP) 01/01/2024- 31/12/2024 (THE GROUP) 01/01/2025- 31/12/2025 (THE COMPANY) 01/01/2024- 31/12/2024 (THE COMPANY)
Subsidiaries - - 1.484.083 1.318.957
Total - - 1.484.083 1.318.957
Sales of tangible assets and other services 01/01/2025- 31/12/2025 (THE GROUP) 01/01/2024- 31/12/2024 (THE GROUP) 01/01/2025- 31/12/2025 (THE COMPANY) 01/01/2024- 31/12/2024 (THE COMPANY)
Subsidiaries - - 502.098 854.275
Total - - 502.098 854.275
Purchases of merchandise 01/01/2025- 31/12/2025 (THE GROUP) 01/01/2024- 31/12/2024 (THE GROUP) 01/01/2025- 31/12/2025 (THE COMPANY) 01/01/2024- 31/12/2024 (THE COMPANY)
Subsidiaries - - 3.621.323 2.144.211
Total - - 3.621.323 2.144.211
Purchases of tangible assets and other services 01/01/2025- 31/12/2025 (THE GROUP) 01/01/2024- 31/12/2024 (THE GROUP) 01/01/2025- 31/12/2025 (THE COMPANY) 01/01/2024- 31/12/2024 (THE COMPANY)
Subsidiaries - - 1.315.509 1.097.088
Other Related parties - 250.775 250.775 250.775
Total - 250.775 1.566.285 1.347.863
Receivables 31/12/2025 (THE GROUP) 31/12/2024 (THE GROUP) 31/12/2025 (THE COMPANY) 31/12/2024 (THE COMPANY)
Subsidiaries - - 7.081.906 711.518
Total - - 7.081.906 711.518
Liabilities 31/12/2025 (THE GROUP) 31/12/2024 (THE GROUP) 31/12/2025 (THE COMPANY) 31/12/2024 (THE COMPANY)
Subsidiaries - - 3.424.644 9.462.304
Total - - 3.424.644 9.462.304

The above amounts of the subsidiaries have been eliminated at the Group level.

30 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The transactions with Directors and with the Board of Directors members at Group and Company level are presented below as follows:

Transactions with Directors and Board Members THE GROUP (01/01/2025- 31/12/2025) THE COMPANY (01/01/2025- 31/12/2025)
Wages and salaries 841.378 438.617
Social security cost 92.682 46.820
Other fees and transactions with the members of the Board of Directors (AGM Decision) 1.294.463 1.294.463
Compensation due to termination of employment - -
Total 2.228.523 1.779.899
Pension Benefits:
Other Benefits scheme - -
Total - -
Transactions with Directors and Board Members THE GROUP (01/01/2024- 31/12/2024) THE COMPANY (01/01/2024- 31/12/2024)
Wages and salaries 943.439 503.152
Social security cost 93.727 47.161
Other fees and transactions with the members of the Board of Directors (AGM Decision) 1.263.452 1.263.452
Compensation due to termination of employment 5.607 5.607
Total 2.306.225 1.819.372
Pension Benefits:
Other Benefits scheme 121.564 121.564
Total 121.564 121.564

No loans have been given to members of Board of Directors or other management members of the Group (and their families) and there are neither receivables from nor liabilities given to members of Board of Directors or other management members of the Group and their families.

There were no changes in transactions between the Company and the related parties that could have significant consequences in the financial position and the performance of the Group and the Company for the corporate financial year from 01.01.2025 to 31.12.2025.

Η. CORPORATE GOVERNANCE STATEMENT FOR THE YEAR 01.01.2025-31.12.2025

1) Statement on Compliance with the Corporate Governance Code

The Company has adopted the Principles of Corporate Governance, as determined by the existing Greek legislation and the international best practices. Corporate Governance, as a set of rules, principles and control mechanisms, in which the company’s operation and management are based on, aims at transparency for the investment community, as well as ensuring the interests of the investors and of any other person involved in its operation.

The Company has adopted the Greek Corporate Governance Code (hereinafter "Code") issued in June 2021 of the Hellenic Corporate Governance Council (ESED). This Code is posted at the following 31 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 electronic address: https://www.esed.org.gr/web/guest/code-listed while a relevant reference is also available on the Company's website: https://corporate.e-jumbo.gr/en/investor-relations/corporate- governance/statement-of-corporate-governance/.

With respect to the Special Practices of the Code, as applied on the basis of the “comply or explain: principle, the Company adopts and applies the provisions of the effective Greek Legislation. The Company may deviate from the Special Practices of the Code and the Corporate Governance Principles it applies, for which deviations the Company ensures to properly inform the investing public by posting relevant announcements on the website https://corporate.e- jumbo.gr/enimerosi-ependyton/anakoinoseis-deltia-typou/ola-ta-eti/.

2) Deviation from the Special Practices of the Code

The Company fully complies with the provisions of the relevant Greek legislation, rules and regulations and its internal corporate values for the development of the applied corporate governance principles and has adapted the requirements defined by the existing institutional framework of corporate governance. The Company has not adopted some specific practices of the Code as specifically mentioned below. However, it has taken all the necessary actions to facilitate the implementation and compliance with the provisions of Law 4706/2020. In particular, in relation to deviations from the Code, the following issues are noted:

EKED Special Practices Justification for Deviation and content
1.15 – 1.16: The Board of Directors establishes its Operation Regulations At this stage, the Board of Directors’ responsibilities and duties in general and of its Members in particular, are sufficiently and analytically described in the Company's Operation Regulations and the applicable Company's Articles of Association.
2.2.21 - 2.2.23: The Chairman is appointed by the independent non-executive members. In the event that the Chairman is appointed by the Non-Executive Directors, one of the Independent Non-Executive Directors shall be appointed either as Deputy Chairman or as Senior Independent Director. The Deputy Chairman is a non-executive member of the BoD. The Company will consider the appointment of a Senior Independent Director from among the Independent Non-Executive Directors at a subsequent election of the BoD. It is clarified that this deviation does not materially affect the effective functioning and proper oversight of the Board of Directors, as balance in decision-making is ensured both through the existing Board Committees and the internal control procedures in place.
2.3.7 The Board of Directors shall establish a Remuneration and Nomination Committee which shall have the primary role in the nomination procedure, in the succession plan design for the members of the Board of Directors and Senior Executives. The Company has an approved Procedure - Framework for the succession plan of the Members of the Board of Directors and the CEO, but not for the Senior Management. The Company is oriented towards updating this Process - Framework in due course to include Senior Executives.

32 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

3) Main Characteristics of Internal Control and Risk Management System regarding the Preparation of Financial Statements.The Company has in place Operation Regulations, amended by the decision of the Board of Directors on 30.12.2024, in order to adapt to the amendments of the current legislation on corporate governance, including the provisions of Law 4548/2018 and article 44 of Law 4449 / 2017 as amended and effective (regarding the responsibilities of the Audit Committee). The Operation Regulations have the minimum content referred to in article 14 of Law 4706/2020, as now in force and are in accordance with the corporate governance statement of the Company and the Corporate Governance Code adopted and implemented by the Company.

In the context of Corporate Governance, the Company has, among other things, adopted, in addition to the Internal Rules of Operation, the following:
* Code of Ethics and Business Conduct
* Board of Directors Members Sutability Policy
* Diversity Policy
* Evaluation Policy of the Board of Directors, the CEO and the BoD Committees
* Remuneration Policy
* Reporting Management Policy
* Risk Management Policy
* Policy for preventing and addressing violence and harassment at work

The Internal Control System (ICS) consists of Controls that facilitate the proper operation of the Company. Based on paragraph 2, article 4, Law 4706/2020, the Board of Directors ensures adequate and efficient operation of the Company's ICS, which mainly aims at the following objectives:
* consistent implementation of the business strategy, relying on effective use of available resources,
* recognition and management of the significant risks associated with the Company's business operations,
* effective operation of the Internal Control Service,
* ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and preparation of reliable financial statements, as well as its non-financial statement in case article 151 of Law 4548/2018 is applicable,
* compliance with the regulatory and legislative framework, as well as the internal regulations governing the Company’s operations.

The Company's Internal Control System is a set of policies, procedures, duties, behaviours and other items that characterize the Company, implemented by the Board of Directors, the Management and all the Company's personnel. The Internal Control System consists of control mechanisms and Internal Controls targeting at the Company’s smooth operation, aiming at:
* Effective and efficient operation of the Company, so that it could appropriately address the risks related its business objectives. Protecting the Company's assets from any misuse or damage, including prevention and detection of potential fraud.
* Ensuring the reliability of the financial information provided, both inside and outside the Company.
* Compliance with applicable laws and regulations, including the internal corporate policies.

The Company’s main objective is constant development, improvement and upgrading the Internal Control System since the environment, in which the Company operates, is constantly changing. The areas that are evaluated are the following:

Control Environment

Control Environment consists of all the structures, policies and procedures that provide the basis for the development of an effective Internal Control System as it provides the framework and structure for achieving the fundamental objectives of the Internal Control System. Essentially it is the summary of many individual elements that determine the overall organization and the Company’s management and operation. The review of the Control Environment includes in particular the integrity, ethical values and behavior of the Company's Management, the organizational structure of the Company, the structure, organization and mode of operation of the Board of Directors and its committees, the operation of the top executive management and the way it establishes, under the supervision of the Board of Directors, the appropriate structures, reference lines, areas of responsibility and competence to achieve the Company's objectives, the practices of recruitment, remuneration, training and evaluation of the performance of the Personnel.

Risk Management

It concerns reviewing the procedures of identification/assessment of the risks, management /response of the Company to them and monitoring the development of the risks.

Control Mechanisms and Controls

It concerns reviewing of the control mechanisms of the critical controls, with emphasis on the controls related to issues of conflict of interest, segregation of duties and governance and security of the Information Systems.

Information and Technology

It concerns reviewing of the development process of the financial and non-financial information, as well as reviewing of the critical internal and external communication procedures of the Company.

Monitoring the Internal Control System

A review of Company's structures & mechanisms is conducted that are in charge of evaluation of Internal Control System and reporting the findings for correction or improvement. In particular, the operation of the Audit Committee, Internal Audit Unit (IAU), Regulatory Compliance Unit are reviewed.

The following bodies are in charge of monitoring compliance with the Internal Control System are: the Audit Committee and Internal Audit Unit.

The Audit Committee of the Company operates in accordance with the provisions of article 44 of law 4449/2017 as amended by article 74 of Law 4706/2020, the provisions of the Code and the Rules of Operation of the Audit Committee. The main objective of the Audit Committee is to assist the Board in supervising the financial reporting, the procedures regarding statutory auditors’ appointment and operation, the Internal Control System and its implementation, organization and operation of the Company's Internal Audit Unit, the Company's compliance with legal and regulatory requirements as well as its compliance with the Code of Ethics and Business Conduct. The Audit Committee has full access to every sector of the Company required to perform its duties and the Company makes available to the Audit Committee anyone the Audit Committee deems necessary. Whenever required, the necessary resources are available to the committee to facilitate its operations. Main duties and responsibilities of the Audit Committee are set in the internal regulations, posted on the company’s website (https://corporate.e-jumbo.gr/Uploads/Documents/CharterΟfOperations/AuditCommittee_2024.pdf).

Considering the "Three Lines of Defence Model", the Company has in place a Regulatory Compliance Unit and a Risk Management Unit on the second line, while the Internal Audit Unit occupies the third line. The Internal Audit Unit operates in the way prescribed by Law 4706/2020 (as effective) on corporate governance. It is accountable to the Board of Directors through the Audit Committee. The Internal Audit Unit operates as an independent and objective advisory service. Its responsibilities include evaluating and improving risk management and internal control systems, as well as verifying compliance with the established policies and procedures as defined by the Company’s Internal Regulations, the applicable laws and legal provisions. With regard to transactions between related parties, the Internal Audit Unit verifies, that before the transaction of any amount, the Board has received all the necessary information and that the necessary recommendations and approvals have been given from the departments involved.

Regarding the preparation of Financial Statements, the Company has invested in the purchase, development and maintenance of advanced computer systems based on the company’s needs. Through a series of safeguards, the systems ensure the fair representation of the financial results for the preparation of financial statements (consolidated, separate). Cross-checks are performed and controls are implemented in order to eliminate data concerning intra-group transactions, receivables, liabilities, etc.. Consolidation journal entries are performed and the financial statements as well as information tables contained in the Financial Report are generated. Financial statements are prepared and published on half year and annual basis (separate and consolidated) in accordance with International Financial Reporting Standards as adopted by the European Union and in accordance with applicable laws and regulations. All financial statements are approved by the Board of Directors prior to their publication. The Company's Management is daily informed about the progress of sales, costs / expenses and other details that define and redefine the strategy and the objectives of the Company, as they have been planned and budgeted accordingly with comparable figures from the previous year and period.

The Group is exposed to various financial risks such as market risk (variation in foreign exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The Group’s risk management policy aims at limiting the negative impact on the company’s financial results which results from the inability to predict financial markets and the variation in cost and revenue variables. The Board of Directors examined the main risks regarding the Company, as well as its Internal Control System. Moreover, there are mechanisms that support the evaluation and review of the Internal Control System by the Board of Directors such as the Audit Committee and the Remuneration and Nomination Committee. Risk management policy is performed by the Management of the Group which evaluates the risks related to the Group’s activities, plans the methodology and selects suitable derivative products for risk reduction. Analytical reference is made in section C. “RISK MANAGEMENT” of the present report.The Company has a Risk Management Unit (RMU), whose objective is to develop an operational framework at all organizational levels, for identification, assessment and management of the risks faced by the Company. The Risk Management Unit ensures that the risks assumed by the Company's units are in line with its readiness to undertake risks and the tolerance limits that the top management determines and shapes. The Risk Management Unit provides guidance and support services to the Company to ensure adequate and effective risk management. The Risk Management Unit is headed by the Risk Management Officer. The Risk Management Unit has an operational reporting line to the Board of Directors, while administratively it reports to the CEO. The Company has established the Internal Rules of Operation of the Risk Management Unit, which analytically describes its responsibilities. The aforementioned Internal Rules of Operation have been approved by the Company's Board of Directors.

At the same time, the Company has a Regulatory Compliance Unit, charged with the following indicative responsibilities: (a) monitoring the legal and regulatory framework that governs the 35 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 Company's operations and the Articles of Association and in particular the laws concerning the Stock Exchange and the Capital Market, providing relevant information to the Units, Directorates and Departments of the Company and training of the Staff, (b) identifying potential weak points and risks in terms of compliance and cooperation with the Units, Directorates and Departments of the Company in order to mitigate the risk, (c) establishing and implementing appropriate and updated policies and procedures, aimed at timely achieving complete and constant compliance of the Company with the current regulatory framework and (d) collaborating with the Company's Management regarding implementation of the appropriate disciplinary measures, in the event of compliance violations, including Staff training. The Regulatory Compliance Unit is headed by the Regulatory Compliance Officer and is accountable to the Board of Directors and administratively to the CEO. Annually, it submits an Action Plan and the Annual Report to the Board of Directors for approval. The Company has established the Regulatory Compliance Unit Operation Regulations analytically describing its responsibilities. The aforementioned Internal Rules of Operation have been approved by the Company's Board of Directors.

The Internal Control System assessment

Following a decision of its Audit Committee, the Company assigned “Grant Thornton S.A., Certified Auditors and Business Advisors” to perform an engagement titled “Provision of Internal Control System Evaluation Services”, with the objective of assessing the adequacy and effectiveness of the Company’s Internal Control System (“ICS”) of “JUMBO S.A.” as at 31 December 2025, covering the period from 1 January 2023 to 31 December 2025, in accordance with the provisions of article 14, paragraph 3 (case i) and paragraph 4 of Law 4706/2020 and Decision No. 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission, as in force (the “Regulatory Framework”). The evaluation was conducted in accordance with International Standard on Assurance Engagements (ISAE) 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and the regulatory framework as specified in the audit programme issued by the Accounting and Auditing Oversight Board (ELTE) pursuant to its decision No. 278/16.01.2026. The evaluation of the Internal Control System was successfully completed in March 2026 and covered the following areas: Control Environment, Risk Management, Control Activities and Safeguards, Information and Communication Systems, as well as Monitoring of the Company’s Internal Control System. The conclusion of the Independent Evaluator, Ms Athina Moustaki, Certified Auditor (SOEL Reg. No. 28871) and Partner at Grant Thornton, as included in the final report dated 27 March 2026 on the adequacy and effectiveness of the ICS, states that, based on the work performed and the evidence obtained, no deficiencies were identified that could be considered material weaknesses in the Company’s Internal Control System, in accordance with the Regulatory Framework. This outcome further confirms that the Company remains in continuous compliance with the applicable legal and regulatory framework governing the Internal Control System and adopts best practices to ensure its lawful and effective operation.

Reassessment Statement

The Board of Directors conducts an annual review of the Internal Control System, the Company’s corporate strategy and the principal business risks affecting the Company. For the financial year 01.01.2025–31.12.2025, the Board of Directors carried out the annual review of the Internal Control System, the corporate strategy and the key business risks affecting the Company, and confirmed their effectiveness for the year under review.

Assessment of the Corporate Governance System (CGS)

In accordance with its obligations under article 4, paragraph 1 of Law 4706/2020, the Board of Directors assessed the implementation and effectiveness of the Company’s Corporate Governance System as at 31 36 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 December 2025. In the context of the above assessment, the Board of Directors assigned, inter alia, Grant Thornton S.A., Certified Auditors and Business Advisors, to perform an independent evaluation of the adequacy and effectiveness of the Company’s Corporate Governance System, with reference date 31 December 2025. The evaluation was conducted based on the assurance procedures programme set out in decision I’73/08b/14.02.2024 of the Supervisory Board of the Institute of Certified Public Accountants of Greece, in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), “Assurance Engagements other than Audits or Reviews of Historical Financial Information”. The evaluation was successfully completed in March 2026 and covered: (a) the adequacy and effectiveness of the Internal Control System, including risk management and compliance systems, (b) procedures for the prevention, identification and management of conflicts of interest, (c) mechanisms for communication with shareholders, facilitating the exercise of their rights and active engagement, and (d) a remuneration policy aligned with the Company’s strategy, long-term interests and sustainability. The Independent Evaluator, Ms Athina Moustaki, Certified Auditor (SOEL Reg. No. 28871) and Partner at Grant Thornton, concluded that no material weaknesses were identified in the Company’s Corporate Governance System.

4) Information under (c), (d), (f), (i) and (k) paragraph 1 of Article 10 of Directive 2004/25/EC as at 21 April 2004 regarding takeover bids as long as the company is subject to the above directive. During the financial year 01.01.2025–31.12.2025, Jumbo entered into a Share Sale and Purchase Agreement with EUROBANK S.A. for the acquisition of 100% of its subsidiary “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2” (“HERALD 2”), owner of the VESO MARE shopping centre located on Akti Dymaion Street in Patras, where Jumbo already operates a store. Following the above, Jumbo became the sole shareholder of HERALD 2, holding 100% of its voting rights, which are attached to 196.036.762 ordinary registered shares with a nominal value of €0,04 each. Further information is provided in Note 5.10.1 of the Annual Financial Statements.

5) Information on the way of functioning of the General Meeting of shareholders and its key authorities, description of shareholders' rights and the way they are exercised. The procedures and rules of convening, participating and decision-making by the General Meeting, as well as its responsibilities are regulated in detail by the provisions of the Articles of Association of the Company and the Law 4548/2018. The Board ensures that the preparation and conduct of the General Meeting of shareholders facilitate the effective exercise of shareholder rights that shall be timely and fully informed on all matters relating to their participation in the General Meeting, including the agenda and their rights during the General Assembly. The Board uses the Annual General Meeting of shareholders to facilitate the effective and open dialogue within the Company. Taking into consideration the legal requirements of Law 4548/2018, the Company publishes on its website the following information in Greek and English languages at least 20 days prior to the General meeting:

  • the date, time and location of the General Meeting and the way the shareholders participate in it,
  • key attendance rules and practice, including the right to put items on the agenda, the right to ask questions, and deadlines by which those rights may be exercised;
  • voting procedures, proxy procedural terms and the forms to be used for proxy voting;
  • the proposed agenda of the meeting, including resolutions and accompanying documents;
  • the proposed list of candidates for BoD membership, if applicable, and their biographies;
  • the address of the Company's website where the information required in compliance with paragraphs 3 and 4 of article 123 of Law 4548/2018 is available, and 37 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025
  • the total number of outstanding shares and voting rights at the date of the invitation.

At the least, the Chairman of the Company’s Board of Directors, the Vice-chairman and the Chief Executive Officer attend the General Meeting of shareholders and are available to answer shareholders’ questions relevant to their responsibilities. The Chairman of the General Meeting of shareholders allows sufficient time to deal with shareholders’ questions.The results of voting on each resolution, are available on the Company’s website at the latest within five (5) days after the General Meeting of shareholders. For each decision, the number of shares for every valid vote is mentioned, the ratio of the share capital represented by those votes, the total number of valid votes and the number of votes for and against every resolution as well as the number of abstentions.

Key authorities of the General Meeting

The General Meeting of the Company’s Shareholders is its supreme body. The decisions of the General Meeting are also binding for the shareholders who are absent or disagree. The General Meeting of Shareholders decides, indicatively, on the following:

  • Any issue submitted to it by the Board of Directors or by those authorised to call for the General Meeting in accordance with the legal provisions or the Articles of Association,
  • Amendments to the Articles of Association. Such amendments concern increase or decrease in share capital, the Company’s liquidation, extension of its term of operations and potential mergers,
  • Election of the members of the Board of Directors and the auditors
  • Approval of the Remuneration Policy of the Company, according to Law 4548/2018
  • Election of the members of the Company's Audit Committee, in accordance with the special provisions of Law 4449/2017 and the Company's Audit Committee Operating Regulations,
  • Approval or revision of the annual financial statements prepared by the Board of Directors and distribution of net profits,
  • Approval of the overall management of the Board of Directors and releasing the auditors from any liability following the approval of the annual financial statements and the report of the Board of Directors on the Company’s general corporate activities.
  • Appointment of liquidators in case of the Company’s liquidation.
  • Filing lawsuit against members of the Board of Directors or the auditors for violation of their duties arising from the legislation and the Articles of Association.

Rights of shareholders and way of their exercise

Shareholders who are registered in the records of the organization keeping the company securities participate in and vote at the Company’s General Meeting. The exercise of these rights does not require binding of shares of the beneficiary or following a similar procedure. A shareholder participates in the General Meeting and votes either in person or through representative (proxy). The rights of the Company shareholders, arising from their shares are proportional to the percentage of capital, which represents the paid-in share value. Each share confers the rights under the Law 4548/2018 as amended and effective as well as under the Company Articles of Association.

6) Composition and functioning of the Board of Directors and any other administrative, management or supervisory bodies or committees of the Company.

The Board of Directors is the supreme governing body of the Company, which administers the management of its assets and essentially forms its strategic and development policy. The Board of Directors makes decisions on the management of corporate affairs and management of the assets and supervises all the company operations and particularly the activities of the 38 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 members and executives of the company assigned with the relevant executive responsibilities by the Board itself.

The Board of Directors makes decisions on matters relating to the remunerations paid to the Company’s management, internal auditors as well as the general policy of the company's remuneration decided upon by the Board of Directors collectively except for those that are decided by the Annual General Meeting of Shareholders.

The Board of Directors defines and supervises implementation of the corporate governance system under the provisions 1 to 24 of Law 4706/2020, monitors and periodically evaluates – at least every three (3) financial years - its implementation and effectiveness, taking appropriate actions to address deficiencies. At the same time, the Board of Directors ensures adequate and efficient operation of the Company's Internal Control System.

The functions and responsibilities of the Board are described in detail in the effective Articles of Association (hereinafter referred to as “AA”), which include the following articles:

  • Composition, term of office (Article 10 of AA)
  • Members of the Board of Directors (Article 10 of AA)
  • Convening and Composition of the Board of Directors (Article 11 of AA)
  • Responsibilities and duties of the members of the Board of Directors (Article 11 of AA)
  • Company representation by the Board of Directors (Article 17 of AA)
  • Resignation, retirement and replacement of the Board of Directors members (Article 12 and 13 of AA)
  • Board of Directors quorum and Decision Making (Article 14 of AA)
  • Minutes of the Board of Directors (Article 15 of AA)
  • Responsibilities of the Board of Directors (Articles 16 and 17 of AA)
  • Procedure and prerequisites of Remuneration of the Board of Directors members (Article 18 of AA)
  • Prohibition of competition (Article 19 of AA)
  • Liabilities, obligations and responsibilities of Board of Directors members (Article 20 of AA) as well as in the Company’s Regulations.

The Board of Directors is supported by a Corporate Secretary who is appointed and removed by the Board of Directors of the Company. The Board of Directors discusses the issues related to the overall business strategy of the Company and annually reviews the corporate strategy, the main business risks and the internal control system. The Chairman chairs at all the meetings of the Board of Directors, organizes and directs its work and is accountable to the annual Regular General Meeting of the Company's shareholders. The Chairman’s responsibilities are recorded in the Company’s Articles of Association and indicatively presented below as follows:

  • Chairing the Board of Directors and ensuring that the open dialogue and effective contribution of the individual members are encouraged at the meetings, while sufficient time is devoted to critical issues.
  • Encouraging the dialogue between the Company, its shareholders and other stakeholders, and ensuring that the Board of Directors fully understands the concerns of shareholders and other stakeholders.
  • Defining the items on the agenda, scheduling meetings in a way that ensures presence of the majority of the Board of Directors members and timely dispatching to the members the material necessary to enhance effective dialogue and decision making. 39 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The Chief Executive Officer is a member of the Company’s Board of Directors and his/her position is not incompatible with the position of the Chairman of the Board of Directors when the latter is an executive member of the Board of Directors. It is clarified that under Par. 2, Article 8, Law 4706/2020, in case the Board of Directors appoints one of the executive members of the Board of Directors as Chairman, the Deputy Chairman of the Board of Directors is appointed out of non-executive members.

The Chief Executive Officer makes the necessary decisions in the context of the provisions governing the Company’s operations, its approved programs and budgets and its business and strategic plans. When exercising the management authority, assigned to him/her under the Articles of Association or by the Board of Directors, the Chief Executive Officer takes care to fulfill the objective, for which the Company was established, in accordance with the current legislation. The Chief Executive Officer shall also give basic priority to meeting the social objectives during the Company’s operations.

The Chief Executive Officer exercises all the essential administrative responsibilities and all the other responsibilities assigned to him/her by the Board of Directors. Indicatively, the Chief Executive Officer:

  • Submits to the Company’s Board of Directors proposals and recommendations required for the implementation of the objective as recorded in Article 4 of the Company's Articles of Association.
  • Decides on preparation of the contracts up to the amount determined by the decision of the Board of Directors
  • Executes the decisions of the Board of Directors
  • Recommends agenda items to the Board of Directors as well as off-agenda items with the consent of the Chairman of the Board of Directors
  • Decides on the internal organization and takes all the necessary measures to fully use and upgrade the staff professional skills and qualifications
  • The Chief Executive Officer can delegate part of his/her responsibilities provided by the Board of Directors to the Directors or other employees of the Company.

The composition of the Board of Directors maintains sound balance between the number of independent and non-independent and executive and non-executive members. The Company has assessed the size of the Board of Directors as adequate. Independent, non-executive members of the Board of Directors have the appropriate knowledge and the required experience and are able to provide the Board of Directors with independent and unbiased opinions.

The new Board of Directors of the Company was elected by the Annual General Meeting of shareholders by its resolution dated 9 July 2025 and was constituted as a body on the same date, comprising thirteen (13) members. As at 31 December 2025, the Board of Directors (whose term commenced on 9 July 2025) consisted of four (4) executive members, two (2) non-executive members and seven (7) independent non-executive members, with a two-year term of office expiring on 8 July 2027, which is extended until the deadline within which the next Annual General Meeting must be convened and until the relevant resolution is adopted. Its composition is as follows:

A. Four (4) executive members: 1.Apostolos-Evangelos Vakakis, Chairman, Executive Member
2. Konstantina Demiri, Chief Executive Officer, Executive Member
3. Polis Polykarpou, Executive Director, Executive Member
4. Sofia Vakaki, Executive Member

B. Two (2) non-executive members:
1. Dimitrios Kerameus, Vice-Chairman, Non-Executive Member
2. Fotios Tzigkos, Non-Executive Member

40 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

C. Seven (7) independent non-executive members:
1. Evanthia Andrianou, Independent Non-Executive Member
2. Marios Lasanianos, Independent Non-Executive Member
3. Savvas Kavouras, Independent Non-Executive Member
4. Argyro Athanasiou, Independent Non-Executive Member
5. Efthymia Deli, Independent Non-Executive Member
6. Theodoros Gakis, Independent Non-Executive Member
7. Georgios Tsagaris, Independent Non-Executive Member

The curricula vitae of the members of the Board of Directors, as at 31 December 2025, demonstrate that its composition reflects the knowledge, skills and experience required for the effective performance of its duties, in line with the Company’s Suitability Policy, as well as its business model and strategy. The curricula vitae of the Board members are available on the Company’s website https://corporate.e-jumbo.gr/en/investor-relations/corporate-governance/dioikitiko-symvoulio-146319/.

Apostolos -Evangelos Vakakis – Executive Member, Chairman of the Board of Directors

Year of birth: 1954
He is a second-generation entrepreneur with extensive experience in the field of retail and wholesale in sales of toys and related products. He studied business administration and financial management at the University of Warwick (United Kingdom). Mr. Apostolos-Evangelos Vakakis possesses exceptional knowledge and experience in the Company's field of operation, making a significant contribution to its strategy. He meets all criteria outlined in the Company's approved Eligibility Policy, demonstrating unquestionable expertise, integrity, and objectivity. With ample time dedicated to his duties, he ensures effective performance.

Dimitrios Kerameas – Non-Executive Member, Vice Chairman

Year of birth: 1977
He holds a Law degree from Ludwig Maximilian University of Munich, Germany (2001), and a Master of Laws (LL.M.) from New York University (NYU), USA (2002), specialising in corporate and maritime law. He has more than twenty years of professional experience. He worked for two years as an attorney in a law firm in New York, USA, in the commercial law department, representing companies in mergers and acquisitions, joint ventures and financings, as well as in regulatory and compliance matters with the U.S. Securities and Exchange Commission (SEC). He also worked for two years in a shipping company in Greece. Since 2008, he has been a managing partner at “Kerameus & Partners Law Firm”. His practice focuses on commercial and corporate law, maritime law, mergers and acquisitions and joint ventures, banking law, as well as privatisations, representing both domestic and international clients in the negotiation of business transactions. He has been a member of the Athens Bar Association since 2007 and a member of the New York Bar since 2002. He also serves on the boards of directors of non-listed Greek companies. He is fluent in English, French and German. Mr. Dimitrios Kerameas has sufficient knowledge, skills, ethics, reputation, is distinguished for his integrity and objective judgment and has sufficient time to perform his duties.

41 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Konstantina Demiri – Executive Director, Chief Executive Officer

Year of birth: 1958
Konstantina Demiri has been CEO of the Company since 2016. Prior to her election, she was Chief Financial Officer of the Company since 2003. Her professional career and expertise focuses on accounting, financial reporting and taxation, knowledge that contributes significantly to the day-to-day operation and management of the Company. Prior to joining Jumbo, Konstantina Demiri worked for more than 20 years as a financial controller in one of the largest super markets in Greece. Ms. Konstantina Demiri has been a member of the Board of Directors since 2016. She is primarily responsible for the implementation of the Company's strategy. She has unique knowledge and experience in the field in which the Company operates. She also possesses the appropriate skills, ethics, reputation, is distinguished for her integrity and objective judgment while she has sufficient time to perform her duties. Finally, to date, she makes important decisions that are consistent with the Company's values.

Sofia Vakaki – Executive Member of the Board of Directors

Year of birth: 1987
Sofia Vakaki holds a degree in Accounting and Finance from the University of San Diego and a Master of Science (MS) in Tourism Industry Studies from New York University. She previously worked at Grant Thornton International Ltd and has been with Jumbo since 2012. She initially worked in the Company’s Merchandising Department, with responsibility for all stores of the parent company and its subsidiaries in Greece, Bulgaria, Romania and Cyprus, as well as the e-commerce platform. She subsequently assumed responsibility for Marketing and the e-shop. Ms. Sofia Vakaki has sufficient knowledge, skills, ethics, reputation, is distinguished for her integrity and objective judgment and has sufficient time to perform her duties. She has significant experience in the retail sector and has to date been instrumental in the growth of the Company.

Polys Polycarpou – Executive Member of the Board of Directors

Year of birth: 1978
Mr. Polys Polycarpou has served as an Executive Member of the Board of Directors since 2022. In 2024, he assumed the role of Chief Financial Officer (CFO), actively contributing to the Company’s strategic direction. He has 22 years of experience and expertise in financial and business analysis, consistently achieving top rankings in international institutional investor surveys. With a strong focus and commitment to business strategy analysis and the evaluation of investment opportunities, he has developed specialised expertise across a broad range of sectors of the economy. He co-founded the first independent investment research provider in the Greek/Cypriot market. Previously, he held positions as Financial Analyst at Citi Investment Research, Vice President at Deutsche Bank Global Markets, Deputy Head of Research at Alpha Finance S.A., and Institutional Equities Sales at Kappa Securities S.A. He holds an MSc in International Finance and Investment Banking from ICMA and a First-Class Honours degree in Business Administration and Economics from Coventry University. He is also a graduate of the English School of Nicosia. Mr. Polys Polycarpou has sufficient knowledge, skills, ethics, reputation, is distinguished for his integrity and objective judgment and has sufficient time to perform his duties. From his involvement in the affairs of the Company to date, he has been found to have contributed to the growth of the Company, serving the corporate values and long-term interests of the Company.

42 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Fotios Tzigkos– Independent – Non-Executive Member of the Board of Directors

Year of birth: 1959
Mr. Fotios Tzigkos is a graduate of the Athens University of Economics and Business (1981). Following a solid career of more than five (5) years as Head of Accounting and Tax Director at a multinational company, he co-founded in 1988 a Greek firm providing accounting and tax services (“TZIGKOS – I. BANDRAS Accounting and Tax Services S.A.”, currently operating under the name “TZIGKOS Accounting & Tax Firm S.A.”). He holds primary responsibility for accounting and tax advisory services across the retail, financial and shipping sectors, specialising in advising both individuals and corporate clients on tax legislation and compliance. He possesses extensive knowledge of the Company’s sector of activity, having served for many years as an accounting and tax advisor to numerous commercial sociétés anonymes. He also has significant auditing experience, having acted for many years as an auditor of sociétés anonymes not falling within Part B, Article 2, subparagraph A1 of Law 4336/2015. Mr. Fotios Tzigkos has sufficient knowledge, skills, ethics, reputation, is distinguished for his integrity and objective judgment and has sufficient time to carry out his duties. He possesses specialized knowledge of the audit procedures of financial statements.

Evanthia Andrianou- Independent Non-Executive Member of the Board of Directors

Year of birth: 1970
Mrs Evanthia Andrianou is a graduate of the American College (Pierce) (1987). She holds a degree in Business Administration at Athens University of Economics and Business (ASOEE) and holds an MBA at Kellogg Graduate School of Management. She began her professional career in 1992 as an auditor at PwC. From 1998 to 2014, she worked in investment banking at Telesis Securities S.A., Accentis Corporate Finance and EFG Telesis Finance, where she served as Head of Investment Banking. Since 2014, she has been exclusively active in the private equity sector as a fund manager and is a co-founder of the SouthBridge Europe Mezzanine funds, which invest in growing Greek companies. She holds non-executive board positions in companies within the SouthBridge Europe Mezzanine portfolio and is a founding member and shareholder of SouthBridge Advisors A.E.D.O.E.E. She possesses extensive knowledge of the business environment and the Company’s sector of activity, having evaluated and executed investments in the organised retail sector. Ms. Evanthia Andrianou possesses knowledge, skills, ethics, reputation, and is distinguished for her integrity and objective judgment.She has considerable knowledge and experience in the Company's field of activity and has so far contributed significantly to the work of the Company's Audit Committee due to her participation in its work.

Marios Lasanianos – Independent Non-Executive Member of the Board of Directors

Year of birth: 1974

Mr Lasanianos is a Certified Public Accountant and member of the Institute of Certified Public Accountants of Greece (SOEL), a Fellow of the Association of Chartered Certified Accountants (FCCA), and a Certified Fraud Examiner (CFE), being a member of both the Association of Certified Fraud Examiners and the Hellenic Anti-Fraud Institute. During the period 1998–2018, he worked as a statutory auditor and business advisor at Grant Thornton Greece, where he led numerous engagements in assurance services (internal and external audits), transaction advisory services and forensic services for listed, private and multinational entities. In parallel, he represented Grant Thornton Greece in international committees of the Grant Thornton International network, contributing to the enhancement of audit quality across member firms globally. From 2018 to 2021, he served as Finance Director in major retail and wholesale companies. Since October 2022, he has been Head of Transaction Advisory Services at Baker Tilly Business Consulting S.A., a member firm of the Baker Tilly International network. He also serves as an Independent Non-Executive Member of the Board of Directors and a member of the Audit Committee of Jumbo S.A.

43 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Mr. Marios Lasanianos has sufficient knowledge, skills, ethics, reputation, is distinguished for his integrity and objective judgment and has sufficient time to perform his duties. He has specialized knowledge and to date has made significant contributions to the work of the Company's Remuneration and Nominations Committee.

Savvas Kaouras -Independent Non-Executive Member of the Board of Directors

Year of birth: 1978

Mr. Savvas Kavouras is a former Certified Public Accountant and member of the Institute of Certified Public Accountants of Greece (SOEL). He holds a degree in Business Administration and a Master’s degree in Shipping Studies from the University of the Aegean. During the period 2005–2014, he worked as an auditor and business advisor at Grant Thornton Greece and RSM Greece. Throughout his career, he has been responsible for numerous engagements in statutory and tax audits for both private and public companies. Since 2014, he has been serving as Head of Finance of a shipping group in Greece with international operations.

Mr. Savvas Kaouras has sufficient knowledge, skills, ethics, reputation, integrity and objective judgment, while he has sufficient time to carry out his duties. He has specialized knowledge in auditing and accounting and since his election as a Board member in 2022 to date, he has made a significant contribution to the monitoring of the Company's strategy and its implementation by supervising the executive members of the Board.

Argyro Athanasiou - Independent Non-Executive Member

Year of birth: 1960

Hero Athanasiou is a graduate of the American College of Greece (Pierce & Deree) and holds an MSc in Economics from the London School of Economics. She spent 32 years at Unilever, both in Greece and in regional and global roles across Marketing, Customer Development and General Management, gaining experience in markets such as Foods, Beverages, Ice Cream, Home Care and Personal Care. In 2008, she moved to Unilever’s global headquarters, assuming the role of Executive Vice President and member of the Global Executive Board of Unilever Food Solutions, with responsibility for operations in Central and Latin America, Southern and Eastern Europe, Russia, Israel and Turkey. In 2013, she returned to Greece as Chairwoman and Chief Executive Officer of Unilever Greece & Cyprus, while also serving as Executive Vice President within the European Leadership Team. During the period 2013–2017, she served as a member of the Board of Directors of the Hellenic Federation of Enterprises (SEV), as well as on the boards of the Hellenic-Dutch Association, the Foundation for Economic and Industrial Research (IOBE), and other professional organisations, including EDEE and SEET. She has also served as an Independent Non-Executive Director at Piraeus Bank and Titan Group. At Piraeus Bank, she was a member of the Nomination and Risk Committees, while at Titan she served as Chair of the Remuneration and Nomination Committee and as a member of the Corporate Governance Committee. From 2018 to 2025, she served as an Independent Non-Executive Director of the Hellenic Corporation of Assets and Participations (HCAP), acting as Chair or member of several committees, including the Audit, Corporate Governance, Nomination, Risk and Investment Committees, as well as at Hellenic Post (ELTA), where she participated in the Audit, Risk and Remuneration & Nomination Committees. She currently serves as an Independent Non-Executive Director at Symbeeosis, a start-up company operating in the field of organic and sustainable agriculture products, and is Chair of the Global Alumni Board of the American College of Greece. Ms. Argyro Athanasiou possesses sufficient knowledge, skills, ethics, reputation and is distinguished for her integrity and objective judgment. She has considerable knowledge and experience in the Company's field of operations and business.

44 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Efthymia Deli - Independent Non-Executive Member

Year of birth: 1969

Effie Deli has over 30 years of experience in the banking sector, financial advisory services, tourism and real estate, as well as credit insurance. She has held senior executive positions in major banking institutions in Greece, including the National Bank of Greece, Eurobank, Egnatia Bank, Marfin Popular Bank, Hellenic Postbank and T-Bank, and has also worked at the international consulting firm Andersen Consulting in Greece and abroad. She has served as a management advisor to a leading company in the hospitality and real estate sector in Greece and as Chief Executive Officer of the Hellenic Export Credit Insurance Organization S.A. Throughout her career, she has participated as a member of Boards of Directors and Board Committees in several major organisations, including Eurobank and Eurobank Holdings as a Non-Executive Board Member representing the Hellenic Financial Stability Fund (HFSF), Attica Bank as a Non-Executive Board Member, and T-Bank as Chief Executive Officer and Executive Board Member. She has also served as Chair of the Supervisory Board of ICAP Group and as a Non-Executive Board Member of the Green Fund of the Ministry of Environment and Energy. She is a senior advisor to the Board of the NED Club in Greece, promoting the principles of good corporate governance and female participation in boards. Effie Deli was born in Athens in 1969 and holds a degree with distinction from the Athens University of Economics and Business, specialising in Statistics, as well as a postgraduate degree from the London School of Economics. Ms. Efthymia Deli possesses sufficient knowledge, skills, ethics, reputation, and is distinguished for her integrity and objective judgment. She has considerable knowledge and experience in the Company's field of operations and business.

Theodoros Gakis – Independent Non-Executive Member

Year of birth: 1980

Theodoros Gakis holds a degree from the Athens University of Economics and Business (2004) and a Master’s degree in Accounting (2005). Following the completion of his studies, he started his career as a trainee auditor at PwC while attending the professional training programme of SOEL. In 2013, he qualified as a Certified Public Accountant. Since 2013, he has been working as a self-employed professional, while since 2014 he has been a shareholder in FK Consulting Services, where he has served as Chief Executive Officer for the past four years. He has extensive experience in financial reporting in accordance with IFRS and in financial advisory services, having led project teams for multinational groups, listed companies on the Athens Exchange and major Greek companies across sectors including energy, telecommunications, transport, manufacturing, raw materials, food and beverages, technology, marketing and the public sector. He served as a member of the Board of Directors and Chairman of the Audit Committee of SPACE HELLAS from July 2020 to October 2022. Mr Gakis meets all the criteria set out in the Company’s approved Suitability Policy. He possesses the required knowledge, skills, integrity and reputation, demonstrates sound judgement and independence, and has sufficient time to effectively perform his duties. He has specialised expertise in auditing and accounting.

Georgios Tsagaris – Independent Non-Executive Member

Year of birth: 1981

Georgios Tsagaris holds a Bachelor’s degree in Accounting and Finance and a Master’s degree in Finance (MSc in Finance). He has extensive experience in the banking sector, having worked since 2006 within the Alpha Bank Group, where he currently holds the position of Transactions Manager, Group M&A. In the context of his responsibilities in Strategic Planning and Mergers & Acquisitions (M&A), he has contributed to the successful execution of complex transactions, the establishment of strategic

45 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

partnerships and the implementation of share capital increases. He is a member of the Investment Committee of a company active in the real estate sector, while also serving as a non-executive member on the boards of various Alpha Bank Group companies. Mr Georgios Tsagaris meets all the criteria set out in the Company’s approved Suitability Policy.He possesses the required knowledge, skills, integrity and reputation, demonstrates sound and objective judgement, and has sufficient time to effectively perform his duties. He also has specialised expertise in the banking sector. In addition, the CV of the Company Secretary, Compliance Officer and Head of Shareholder Services and Corporate Communications Unit is provided below.

Amalia Karamitsoli

Amalia Karamitsoli was born in 1978. Amalia Karamitsoli is a graduate of Panteion University and holds a postgraduate degree (MSc) at the Department of Finance and Banking Administration of the University of Piraeus. She started her professional career in financing. She has been working for the Company since 2007 as Head of the Shareholder Service Unit and Corporate Announcements.

CVs of the Company’s key executives for FY 2025 are listed below as follows:

Zante Anastasia – COO

Zante Anastasia was born in 1999. Ms. Zante graduated with honors from the Department of Accounting and Finance of the Athens University of Economics and Business. From 2021 until today, Ms. Zante, working with determination and dedication, has dived deep in the operations of the Company, to create shareholders’ value in a very short period. Considering her mature and business orientated prowess she soon progressed to lead Jumbo’s core buyers’ division, to further improve her understanding of the company’s life cycle. Despite, her young age, she has demonstrated second to none commitment and effectiveness which led to her promotion to Chief Operating Officer (COO) and hence responsible for the day-to-day operations of the Jumbo Group.

Eleftherios Themelis - Head of Financial Services

Eleftherios Themelis was born in 1978. Eleftherios Themelis is a graduate of the Athens University of Economics and Business. He has the title of Certified Public Accountant at the Institute of Chartered Accountants of Greece. He has been working for the Company since 2021, while in total, he has professional experience of approximately 20 years. He started his professional career in banking, he worked as a Certified Public Accountant - Business Consultant for almost 15 years at a large auditing firm and held for 2,5 years the position of Financial Services Manager in a large company in the food segment.

Christina Chatzikyriakou – Manager - Stores Network - Head of Development & Operation

Christina Chatzikyriakou was born in 1964. Christina Chatzikyriakou has been a key executive of the Group since 1994. She is responsible for development and implementation of business strategies in accordance with corporate objectives as well as for development and operation of the Group's branch network.

Grammenos Efstathios - Head of HR

Grammenos Efstathios was born in 1980. Mr. Grammenos graduated from the Faculty of Law of the Aristotle University of Thessaloniki (LL.B), with postgraduate studies (LL.M) at the National and Kapodistrian University of Athens, specializing in labor law. Today he is a PhD candidate in the Faculty of Law of the National and Kapodistrian University of Athens. He specializes in the areas of individual and collective labor law. He is a member of the Athens Bar Association, the Hellenic Society of Labor Law and Social Security (H.L.L.S.A.) and the Hellenic Association of Labor Lawyers. From September 2016 to date, he has been an External Associate - Professor at the Postgraduate Program of the Department of Human Resources Management of the Athens University of Economics and Business (AUEB), teaching the course "Labour Law" to business executives.

Eleni Tsitsopoulou – IT Manager

Eleni Tsitsopoulou was born in 1959. Mrs Tsitsopoulou is a graduate at San Mateo College and Control Data in programming. She started as a programmer-analyst at the Greek company El-Greco, and from 1994 she has been working as an IT Manager at JUMBO group.

Stylianos Andrianopoulos - Head of the Group’s Logistics

Stylianos Andrianopoulos was born in 1968. Mr. Andrianopoulos is a graduate of the Law School of the National Kapodistrian University of Athens. He started his professional career in 1992, in the Logistics of various companies in the industrial sector. He has been working for the Company since 2005, initially as Head of Distribution Center and since July 2006 he has been the Head of the Group’s Logistics.

Paraskevi Economou – Head of Legal Department

Paraskevi Economou was born in 1991. Paraskevi Economou holds a law degree at the Aristotle University of Thessaloniki (LLB) and a postgraduate degree at the University of Amsterdam (LLM) and the ALBA (MSc). She worked as a lawyer in law firms in Athens as well as a legal advisor in an international investment group of companies. She specializes in commercial and corporate law. She is a lawyer in Athens. She speaks English, French and German.

Ioanna Terzaki - Head of Internal Audit Unit

Ioanna Terzaki was born in 1975, holds a Diploma in Management studies at the Athens College of Economics "BCA". She has extensive experience in accounting. She has been working for the Company since 2000, first in the Financial Management and later as the Internal Audit Manager of Jumbo.

Stella Chimara – Head of Risk Management Unit

Stella Chimara was born in 1964. She is a graduate of the University of Piraeus, Department of Organization and Business Administration. She has extensive experience while working as an Accounting Manager in a large company in the food industry. He has been working in the Company since 2007 in the Financial Department and later as Head of the Risk Management Unit.

None of the members of the Company’s Board of Directors (executive, non-executive and independent non-executive) holds a position on the Boards of Directors in more than five listed companies listed in total and not affiliated with the Company until the reporting date of the current Statement.

In the current financial year 01.01.2025-31.12.2025, the Board of Directors of the Company held thirty-one (31) meetings. The table below presents the members of the Board of Directors as well as each member’s participation in the meetings:

Member Meetings attended
Apostolos- Evangelos Vakakis present at 31 out of 31 meetings
Dimitrios Kerameas present at 31 out of 31 meetings
Konstantina Demiri present at 31 out of 31 meetings
Polys Polycarpou present at 31 out of 31 meetings
Sofia Vakaki present at 31 out of 31 meetings
Nikolaos Velissariou present at 14 out of 14 meetings until 09.07.2025
Evanthia Andrianou present at 31 out of 31 meetings
Fotios Tzigkos present at 31 out of 31 meetings
Marios Lasanianos present at 31 out of 31 meetings
Savvas Kaouras present at 31 out of 31 meetings
Argyro Athanasiou present at 31 out of 31 meetings
Efthymia Deli present at 31 out of 31 meetings
Theodoros Gakis present at 17 out of 17 meetings after 09.07.2025
Georgios Tsagkaris present at 17 out of 17 meetings after 09.07.2025

As at 31.12.2025, the members of the Board of Directors held the following number of Jumbo shares:

Member JUMBO shares
Apostolos- Evangelos Vakakis 22.339.966 indirect
Argyro Athanasiou 360 direct

In addition to being members of the Company’s Board of Directors, the other professional commitments undertaken and maintained by the members of the Board of Directors (including companies and non-profit institutions) are recorded below as follows:

BoD MEMBERS COMPANY TITLE
Apostolos Evaggelos Vakakis JUMBO TRADING LTD Chief Executive Officer
Dimitrios Kerameus Kerameus & Partners Law Firm Partner
NOE AIFOS S.A. Chairman & Chief Executive Officer
Konstantina Demiri ALAKOL 1 Administrator
JUMBO TRADING LTD Member
Sofia Vakaki NOE AIFOS S.A. Deputy Chairman
SPYRUS CAPITAL S.A. Chief Executive Officer
INVESTMENTS ID GROUP CONSTRUCTION SINGLE-MEMBER S.A. Consultant - Manager
Evanthia Andrianou SouthBridge Europe Mezzanine GP, SARL Executive Member of the BoD
SouthBridge Europe Mezzanine GP, SARL Executive Member of the General Partner
SouthBridge Europe SCA, SICAR Executive Member of the BoD
SouthBridge Europe Mezzanine GP II, SARL Executive Member of the BoD
SouthBridge Europe Mezzanine GP II, SARL Executive Member of the General Partner
SouthBridge Advisors Financial Director – Member of the Α.Ε.Δ.Ο.Ε.Ε. Investment Committee
REA CAPITAL BUSINESS CONSULTANTS S.A. Financial Director
Fotios Tzigos TZIGOS I BADRAS Accounting and Tax Services S.A. Member
Marios Lasanianos BriQ Properties REIC Independent, Non-Executive Member of the Board
Symbeeos Member
Argyro Athanasiou GLOBAL ALUMNI BOARD του American College of Greece ( Co-chair Pierce, Deree, Alba) Senior Advisor to the Board of Directors
Efthymia Deli NED Club Chief Executive Officer (CEO)
Theodoros Gakis FK CONSULTING SERVICES SA Limited Partne
Georgios Tsagkaris E. ZERVOU & CO. G.P. Member of the Investment Committee
ALPHA BANK Member of the Investment Committee

As at 31.12.2025, the above key executives held the following number of Jumbo shares:

Name JUMBO shares
Terzaki Ioanna 2.022

Suitability Policy

The Suitability Policy for the members of the Company’s Board of Directors was established by the Board of Directors and approved by the Annual General Meeting of shareholders held on 15 June 2021, in accordance with article 3 of Law 4706/2020 on corporate governance and Circular No. 60/18.09.2020 of the Hellenic Capital Market Commission (“Guidelines on the Suitability Policy of article 3 of Law 4706/2020”).The Suitability Policy was subsequently amended and approved by the Annual General Meeting of shareholders held on 9 July 2025, with the aim of aligning its content and ensuring the compliance of “JUMBO S.A.” (the “Company”) with article 3 of Law 4706/2020, titled “Corporate governance of sociétés anonymes, modern capital market, transposition into Greek legislation of Directive (EU) 2017/828, measures for the implementation of Regulation (EU) 2017/1131 and other provisions”, as amended by Law 5178/2025 (“Measures for balanced gender representation in management positions of listed and non-listed sociétés anonymes and public enterprises – transposition of Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 – provisions for strengthening pilot programmes for social cohesion and demographic development and other provisions”). In the context of the above amendment, the Company also took into account the guidelines set out in the updated Circular No. 60/29.04.2025 of the Hellenic Capital Market Commission. The first revision of the Suitability Policy came into force as of its approval by the General Meeting of 49 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 shareholders on 9 July 2025. The Policy sets out the principles and criteria applied for the selection, replacement and renewal of the term of office of the members of the Board of Directors, within the framework of assessing both individual and collective suitability. It aims to ensure the quality composition, effective functioning and proper fulfilment of the role of the Board of Directors, in line with the Company’s overall strategy and business objectives, promoting the corporate interest. The most updated version of the Company’s Suitability Policy is available on the Company’s website (https://corporate.e-jumbo.gr/enimerosi- ependyton/etairiki-diakyvernisi/politiki-katallilotitas/). The Suitability Policy of the members of the Company’s Board of Directors also defines diversity criteria, aiming to promote an appropriate level of diversity within the Board and to ensure a balanced composition among its members, as required by law.

The Company is committed to the strict application of the principle of diversity, under which no individual is excluded on the basis of discrimination related to gender, race, colour, ethnic or social origin, religion or beliefs, financial status, birth, disability, age, sexual orientation or marital status. Accordingly, the Company explicitly prohibits any form of discrimination or adverse treatment against any individual based on these factors or any other personal characteristic.

With regard to gender representation, the participation of the underrepresented gender on the Board of Directors shall not fall below:

  1. twenty-five percent (25%) of the total number of Board members, rounded to the nearest whole number, where the Company falls within the scope of article 3A, paragraph 2 of Law 4706/2020; or
  2. thirty-three percent (33%) of the total number of Board members, rounded to the nearest whole number, where the Company falls within the scope of article 3A, paragraph 3 of Law 4706/2020.

Where the Company falls under article 3A, paragraph 3 and the Board includes three (3) or more executive members, at least one (1) executive member of the underrepresented gender must be included within the above minimum threshold of 33%. Within this framework, the Company ensures adequate gender representation on the Board of Directors as a percentage of its total members, in accordance with the specific requirements of the applicable legislation and the relevant regulatory framework to which it is subject.

As at the end of 2025, women represented 70% of the Company’s senior management positions, while their participation on the Board of Directors stood at 38%. In particular, women accounted for 50% of executive members and 33% of non-executive members. The age range of senior management spans from 26 to 67 years, while that of Board members ranges from 38 to 71 years.

The monitoring of the implementation of the Suitability Policy is a collective responsibility of the Board of Directors. Its effectiveness is reviewed periodically or whenever significant events or changes occur. Where deemed appropriate, the Board seeks the support of the Internal Audit Unit and/or the Compliance Function, as well as the Remuneration and Nomination Committee.

Diversity Policy

During the financial year 2022, the Company’s Board of Directors established a separate Diversity Policy, fully aligned with the Company’s business strategy, mission, vision and values. In addition to the members of the Board of Directors, the Diversity Policy applies to the selection and appointment of senior management and extends to all employees of the Company. At present, the Diversity Policy is under review, with the aim of aligning its content with the updated legislative requirements on gender balance in the Board of Directors, as set out in articles 3A and 3B of Law 4706/2020, as amended by Law 5178/2025. The revised Policy is expected to be submitted to the Board of Directors for approval in due course and, in any case, prior to 30 June 2026, as required by the applicable regulatory framework.

The revised Diversity Policy includes specific quantitative targets for gender representation, as well as timelines for their achievement. In particular, the Company aims, over the next two years, to 50 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 ensure that women consistently represent at least the minimum level required by the applicable regulatory framework on the Board of Directors, as follows:

  1. at least twenty-five percent (25%) of the total number of Board members, rounded to the nearest whole number, where the Company falls within the scope of article 3A, paragraph 2 of Law 4706/2020; or
  2. at least thirty-three percent (33%) of the total number of Board members, rounded to the nearest whole number, where the Company falls within the scope of article 3A, paragraph 3 of Law 4706/2020.

Where the Company falls within the latter case and the Board includes three (3) or more executive members, the Company is committed to ensuring that at least one (1) executive member within the above 33% threshold is a woman.

Independent non-executive members of the Board of Directors

Independent non-executive members of the Board of Directors are the non-executive members of the Company's Board of Directors who, upon their appointment or election and throughout their term of office, meet the independence criteria provided for in article 9 of Law 4706/ 2020, as applicable.

At its meeting held on 17 June 2025, the Board of Directors confirmed that all independence criteria, as defined under article 9, paragraphs 1 and 2 of Law 4706/2020, are met by the independent non-executive members of the Board of Directors, namely Ms Evanthia Andrianou and Mr Marios Lasanianos, elected by the Annual General Meeting of shareholders held on 15 June 2021, Mr Savvas Kavouras, elected by the Extraordinary General Meeting held on 19 January 2022, Ms Argyro Athanasiou and Ms Efthymia Deli, elected by the Annual General Meeting held on 5 July 2023, and Mr Theodoros Gakis and Mr Georgios Tsagaris, elected by the Annual General Meeting held on July 7, 2025.

Following a reassessment of compliance with the legal requirements for independence, the Board of Directors confirmed that Ms Evanthia Andrianou, Mr Marios Lasanianos, Mr Savvas Kavouras, Ms Argyro Athanasiou, Ms Efthymia Deli, Mr Theodoros Gakis and Mr Georgios Tsagaris continue to meet the independence criteria in accordance with article 9 of Law 4706/2020.

Regarding the activities of the independent non-executive members of the Board of Directors. it is noted that on 17.06.2025 the Independent Non-Executive Members of the Board of Directors held a meeting where in accordance with paragraph 5 of article 9 of Law 4706/2020 and the relevant guidelines of the Capital Market Commission (no. prot. 428/12.02.2022) they prepared a report describing their obligations as independent non-executive members of the Board of Directors, as defined in article 7 of Law 4706/2020. The report was submitted to the Company's Annual General Meeting held on 09.07.2025.

Information regarding the remuneration of the members of the Board of Directors

Regarding the corporate year 01.01.2025-31.12.2025, the compensations paid to the members of the Board of Directors are those provided in the effective Remuneration Policy. No options have been granted and no share disposal plan is in place. At the Annual General Meeting of Shareholders to be held in 2026 for the approval of the 2025 financial results, the Remuneration Report for the members of the Board of Directors will be submitted. The Report will refer to the remuneration paid during the 2025 financial year, in accordance with Article 112 of Law 4548/2018 and the Remuneration Policy for the members of the Company’s Board of Directors.

It is to be noted that in 2025, the Company prepared the members of the Board of Directors remuneration report for the corporate year 01.01.2024-31.12.2024 in accordance with article 112 of Law 4548/2018. The remuneration report was discussed at the Regular General Meeting of the Company on 09.07.2025, which was attended by shareholders representing 82,07% of the share capital, while the percentage of "FOR" votes amounted to 57,96% of the shareholders present.

The remuneration report for 51 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 the corporate year 01.01.2024-31.12.2024 is available on the Company's website: https://corporate.e- jumbo.gr/Uploads/Documents/090725AGM/2024_RemunerationReport_en.pdf

Board Committees

The Board of Directors is supported by the following committees:

Α. The Audit Committee.The Audit Committee (Article 44, Law 4449/2017 as amended and effective, consists of at least three (3) members and is either a committee of the Board of Directors (in this case consisting of non-executive members), or an independent committee (in this case consisting of non-executive members of the BoD and third parties), or an independent committee (in this case consisting only of third parties). For the financial year from 1 January 2025 to 31 December 2025, the Audit Committee consisted of three (3) independent non-executive members of the Board of Directors, in accordance with applicable legislation and the Code, namely Ms Evanthia Andrianou, Chair of the Audit Committee, Mr Fotios Tzigkos, Member of the Audit Committee, and Mr Marios Lasanianos, Member of the Audit Committee.

It is noted that the members of the Audit Committee were initially appointed by the Board of Directors pursuant to its resolution dated 15 June 2021, following the resolution of the Annual General Meeting of shareholders of the same date, and were reappointed by the Board of Directors pursuant to its resolution dated 5 July 2023, following the resolution of the Annual General Meeting of the same date. Following the resolution of the Annual General Meeting of shareholders held on 9 July 2025, the Audit Committee continued to consist of three (3) independent non-executive members of the Board of Directors, in accordance with applicable legislation, the Code and article 44 of Law 4449/2017. Specifically, the composition of the Audit Committee was as follows: Ms Evanthia Andrianou, Independent Non-Executive Member, Chair of the Audit Committee; Mr Theodoros Gakis, Independent Non-Executive Member, Member of the Audit Committee; and Mr Marios Lasanianos, Independent Non-Executive Member, Member of the Audit Committee.

It is noted that the members of the Audit Committee were appointed and approved by the Annual General Meeting of shareholders, which also determined the duration of their term of office, in accordance with article 44 of Law 4449/2017. The term of the Audit Committee is two years and coincides with the term of the Board of Directors. The above members of the Audit Committee possess sufficient knowledge of the sector in which the Company operates and are independent within the meaning of the provisions of Law 4706/2020. Furthermore, two out of the three members of the Committee, namely Mr Gakis and Mr Lasanianos, have the required expertise in auditing and/or accounting, as provided by law (article 44, paragraph 1, case (g), subparagraph (b) of Law 4449/2017), and are required to attend meetings of the Audit Committee relating to the approval of the financial statements.

The Audit Committee main responsibilities are as follows: a) monitoring the financial reporting process and, where applicable, the sustainability reporting process, including the electronic submission procedure as referred to in Article 154B of Law 4548/2018, as well as the process implemented by the company to determine the information to be disclosed in accordance with the sustainability reporting standards adopted pursuant to Article 154A of Law 4548/2018, b) monitoring the effective operation of internal control and risk management system and monitoring the proper operation of the internal audit department of the company and, where applicable, the submission of the company’s sustainability reports, including the relevant electronic submission procedure referred to in Article 154B of Law 4548/2018, c) monitoring the progress of the statutory audit of separate and consolidated financial statements and, where applicable, ensuring the submission of the annual and consolidated sustainability report, d) review and monitoring of issues relating to the existence and maintenance of objectivity and independence of statutory auditors or audit firms, particularly relating to other services provided by auditors and audit firms, while is responsible for the selection procedure for statutory auditors accountants or audit firms and proposes the statutory auditors or the auditing firms to be appointed. The Audit Committee responsibilities include ensuring compliance with the rules of Corporate 52 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 Governance, as well as ensuring the smooth operation of internal control system and supervision of the work of this department. The responsibilities of the Audit Committee are analytically described in the Audit Committee’s Regulations, which is posted on the Company's website (https://corporate.e-jumbo.gr/Uploads/Documents/CharterΟfOperations/AuditCommittee_2024.pdf).

Within the closing year, the Audit Committee held thirteen (13) meetings. The table below presents the members of the Audit Committee as well as each member’s participation in the meetings:

Member Meetings attended
Evanthia Andrianou Present at 13 out of 13 meetings
Fotios Tzigkos Present at 8 out of 8 meetings up to 09.07.2025
Marios Lasanianos Present at 13 out of 13 meetings
Theodoros Gakis Present at 5 out of 5 meetings as of 09.07.2025

During the corporate year 01.01.2025-31.12.2025, the Audit Committee addressed the following indicative issues:
* planning the audit areas of the Internal Audit Unit and reviewing its reports and,
* the most significant issues regarding monitoring the financial reporting process and the audit of financial statements of the year 01.01.2024-31.12.2024 and review of the interim financial statements 01.01.2025-30.06.2025,
* the Management and the Certified Public Auditors responsibilities,
* the risks arising from the environment in which the Company operates,
* the concept and the materiality level that will be used by Certified Public Auditors during their audit of the financial statements,
* approving the fees for non-prohibited non-audit services,
* reviewing and monitoring issues relating to the existence and maintenance of objectivity and independence of statutory auditors
* appointing the Auditing firm for FY 01.01.2025-31.12.2025,
* the update of the Audit Committee’s Charter
* disclosing the results of the Audit Committee operation.

Any proposal to provide non-audit services to the Company and its subsidiaries is subject to the prior approval of the Audit Committee. The purpose of the Audit Committee should be to ensure that in any case the provision of such services will not diminish the independence or objectivity of the external auditor. In case the statutory auditors offer non-audit services to the Company, the Company takes all the necessary measures and ensures that this fact does not affect the objectivity and effectiveness of the statutory audit.

Operation of the Audit Committee

The Audit Committee convenes at the Company’s registered office or at any other location provided for in the Articles of Association, in accordance with Article 90 of Law 4548/2018. The Audit Committee meets on a regular basis, at least four (4) times per year, or extraordinarily, whenever necessary. It maintains minutes of its meetings, which are signed by the members present, in line with 53 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 Article 93 of Law 4548/2018, and submits reports to the Board of Directors whenever deemed necessary. During two (2) of the four (4) annual meetings, the semi-annual and annual financial statements are reviewed prior to their publication.

The Head of the Internal Audit Unit serves as the Secretary of the Audit Committee. The Committee is convened by invitation, which must be communicated to its members at least three (3) days prior to the meeting. However, no invitation is required if all members are present on the day of the meeting and no objections are raised. The participation of all members is encouraged in each meeting. In any case, the Committee shall be deemed to have quorum when at least two (2) of its members are present. Meetings may also be held via teleconference or telephone connection involving some or all members. In accordance with Article 94(1) of Law 4548/2018, as in force, the drafting and signing of the minutes by all members of the Audit Committee shall be considered equivalent to a valid resolution, even if no prior meeting has taken place. If fewer than two (2) members are present at a meeting, the meeting is cancelled and rescheduled without a new invitation within five (5) days from the cancellation date, at which point the required quorum must again be present. Decisions are taken by majority vote of the members present. In the event of a tie, the Chair's vote prevails. The member of the Audit Committee who possesses sufficient knowledge and experience in auditing or accounting is required to be present at meetings concerning the approval of financial statements. The Audit Committee may invite any member of the Board of Directors, executive of the Company or Group, or any other individual it deems able to support its work to attend its meetings.

B. Remuneration and Nomination Committee

The Committee has three members and consists exclusively of non-executive members of the Board of Directors, independent in their majority. Un the FY from 01.01.2025 to 31.12.2025, the Remuneration and Nomination Committee consisted of Mr. Marios Lasanianos, Independent Non-Executive Member of the Board of Directors, Chairman of the Remuneration and Nomination Committee, Mr. Fotios Tzigos, Independent Non-Executive Member of the Board of Directors, Member of the Board of Directors and Nomination and Mr. Nikolaos Velissariou, Non-Executive Member of the Board of Directors, Member of the Remuneration and Nomination Committee.It is noted that the members of the Remuneration and Nominations Committee were initially elected by the Company’s Board of Directors by virtue of its decision as of 15.06.2021, following the decision of the Annual General Meeting of the Company's shareholders as of 15.06.2021 and were re-elected by the Board of Directors of the Company pursuant to its decision as of 05.07.2023. Following the resolution of the Annual General Meeting of shareholders held on 9 July 2025, the Remuneration and Nomination Committee consisted of Mr Marios Lasanianos, Independent Non- Executive Member of the Board of Directors, serving as Chair of the Committee, Mr Fotios Tzigkos, Independent Non-Executive Member of the Board of Directors, Member of the Committee, and Ms Argyro Athanasiou, Independent Non-Executive Member of the Board of Directors, Member of the Committee. The term of office of the Remuneration and Nominations Committee is two years and coincides with the term of the Board of Directors. The Remuneration and Nomination Committee’s mission is to support and assist the Board of Directors regarding the members of the Board of Directors fees and to ensure quality recruitment and sound succession and continuity of the Board of Directors operations. In accordance with Articles 11 and 12 of Law 4706/2020, the Remuneration and Nomination 54 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 Committee submits proposals to the Board of Directors regarding the following:

  • The remuneration policy to be submitted for approval to the General Meeting of the Company’s shareholders, in accordance with paragraph 2 of Article 110 of Law 4548/2018.
  • The remuneration of individuals falling within the scope of the remuneration policy, in accordance with Article 110 of Law 4548/2018.
  • The remuneration of the Company’s senior executives, in particular the Head of the Internal Audit Unit.
  • Any business policy related to remuneration.
  • It reviews the information included in the final draft of the annual remuneration report and provides its opinion to the Board of Directors prior to the report’s submission to the General Meeting, in accordance with Article 112 of Law 4548/2018.
  • It identifies, among other means through discussions and interviews, and proposes to the Board of Directors suitable individuals for appointment as members of the Board, taking into consideration the factors and criteria defined by the Company in line with its adopted suitability policy.
  • It ensures that newly proposed members are adequately informed about their future responsibilities.
  • It makes recommendations to the Board of Directors whenever improvements in the Committee’s operations are deemed necessary.

The responsibilities of the Remuneration and Nomination Committee are analytically recorded in the Rules of Procedure of the Committee, posted on the Company’s website (https://corporate.e- jumbo.gr/Uploads/Documents/June2021/RemunerationNominationsCommittee_2021.pdf ). During the financial year 2025, the Remuneration and Nomination Committee held four (4) meetings, all of which were attended by its members. Specifically, participants included Mr Marios Lasanianos, Chair of the Remuneration and Nomination Committee and Independent Non-Executive Member of the Board of Directors, Mr Fotios Tzigkos, Member of the Committee and Independent Non- Executive Member of the Board of Directors, Mr Nikolaos Velissariou, Member of the Committee and Non-Executive Member of the Board of Directors (until 9 July 2025), and Ms Argyro Athanasiou, Independent Non-Executive Member of the Board of Directors, who has served as a Member of the Committee since 9 July 2025.

During the corporate year 01.01.2025-31.12.2025, the Remuneration and Nominations Committee addressed the following indicative issues:

  • the Annual Report for 2024
  • the Board of Directors' assessment.
  • the assessment of the fulfilment of the independence and suitability requirements for Board members
  • the Annual Remuneration Report of the Company for the financial year 01.01.2024-31.12.2024 in accordance with the provisions of article 112 of Law No. 4548/2018 and the Recommendation to the Board of Directors regarding the proposal to the General Meeting for the approval of the granting of remuneration to the members of the Board of Directors of the Company from the profits of the fiscal year from 01.01.2024 to 31.12.2024 within the meaning of article 109 of Law no. 4548/2018.
  • The identification and nomination of candidates suitable for appointment as members of the Board of Directors.
  • The submission of recommendations to the Board of Directors regarding the revision of the Suitability Policy of the Board members, in accordance with article 3 of Law 4706/2020, as amended by Law 5178/2025.

55 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Operation of the Remuneration and Nomination Committee

The Remuneration and Nomination Committee meets at the Company’s registered office or via teleconference, upon invitation by its Chair, as often as deemed necessary and in any case at least once per year. The Chair of the Remuneration and Nomination Committee or any of its members may request the convening of a meeting. The Secretary of the Committee is appointed by the Chair. The Finance Department and the Human Resources Department may also assist the Committee in its duties and/or other Company executives or external parties may be invited to attend meetings whenever considered appropriate. For the Committee to reach decisions, a quorum of at least two (2) members is required, and representation by proxy is not permitted. Decisions are made by majority vote of the members present. The Chair, Vice-Chair, and Chief Executive Officer of the Company do not participate in or attend the Committee meetings when matters related to their own remuneration are under discussion. Minutes are kept for all meetings of the Remuneration and Nomination Committee and are validated by the members of the Committee.

Evaluation of the Board of Directors, the CEO and Board of Directors

The Board of Directors conducts periodic evaluations of its procedures and effectiveness, as well as of its Committees, throughout its term of office. Each Board Committee also performs a self- assessment of its performance. The Board further evaluates its collective suitability and compliance with the applicable legal and regulatory framework, including the provisions of Law 4706/2020.

For the financial year 01.01.2025–31.12.2025, an external independent evaluator carried out an assessment at both collective and individual level of the Board of Directors, the Chief Executive Officer and the Board Committees. According to the Policy and Procedures for Evaluation of the Board of Directors, the CEO and the Board of Directors Committees established and adopted by the Board of Directors, the Board of Directors annually evaluates its effectiveness, fulfilment of its duties and those of its Committees, evaluates the performance of its Chairman and the CEO, headed by the Remuneration and Nominations Committee. The Board of Directors is informed about and discusses the results of the evaluation, which it takes into account regarding the composition, the plan for the integration of new members, the development of programs and other related issues of the Board of Directors. Finally, the Board of Directors determines any further actions appropriate to be launched following the evaluation and takes measures to address the identified weaknesses.

The evaluation of the Board of Directors, the Chief Executive Officer and the Board Committees for the year 2025 was conducted during the first quarter of 2026 by an independent evaluator and was successfully completed. The assessment did not identify any material weaknesses in the functioning of the Board of Directors and its Committees. It was also noted that all members of the Board of Directors dedicate sufficient time, attend Board meetings and contribute constructively, through their skills, knowledge and experience, to decision-making aimed at the sustainable development of the Company.

7) Transactions with Related Parties

The Company, in order to ensure transparency, supervision and publicity of the transactions with related parties, fully observes the provisions of law 4548/2018 regarding the transactions with related parties and their notification to the competent bodies and its shareholders. The Board of Directors establishes the policy and procedures for preventing and addressing conflict of interest, as this policy constitutes an integral part of the Company's Internal Rules of Operation, and ensures that it has sufficient information to base its decisions regarding transactions between related parties including the transactions of the Company's subsidiaries with related parties. The Company continuously monitors the transactions with related companies and other related parties and maintains a relevant list of affiliated companies, which is updated whenever changes occur. Prior to the publication of the semi-annual financial report and the annual financial statements of the 56 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 Company, this list is notified to the competent Certified Auditor. In 2025, the Company had no transactions with any related party of unusual nature or outside the usual market conditions. All related party transactions are analytically presented in section F. "Other Data and Information about the Group and the Company" of this report.

8) Sustainability Policy

The Company has developed and implements Sustainability Policy, in order to establish and ensure the responsible management of any direct and / or indirect economic, social and environmental impacts arising from its operation. The Policy analytically presents the Company's commitments and the practices it applies.The Company’s Sustainability Policy is posted on the website https://corporate.e-jumbo.gr/enimerosi-ependyton/etairiki-diakyvernisi/politiki-viosimis-anaptyxis/

In this context, the Company's responsibility is aligned with the ESG (Environmental-Social-Governance) criteria/principles and relates to four (4) pillars of activity in areas that incorporate the Company's specific approach to the identified material issues:

  • Pillar 1: Environmental Protection
  • Pillar 2: Promotion of Human Value
  • Pillar 3: Strengthening the Social Footprint
  • Pillar 4: Forming a Responsible Market

In the context of achieving the aforementioned axes, the Company aims at the following:
* The protection of the health and safety of its employees and consumers,
* The continuous mitigation of environmental impacts,
* The maintenance of regulatory compliance and constant vigilance in addressing conditions that may foster incidents of corruption at all levels and activities of the Company,
* The creation of employment and the safeguarding of jobs through the development of its business activities,
* The respect, protection, and promotion of human rights through its adopted policies and initiatives,
* The continuous training and development of its personnel, as well as their systematic and merit-based evaluation,
* The provision of a working environment of meritocracy and equal opportunities, with fair recruitment, compensation, and career development policies for all employees, without any form of discrimination,
* The contribution to the needs of local communities through the encouragement and promotion of volunteerism,
* The provision of a healthy and safe environment for its partners and visitors to its facilities,
* The implementation of actions for the protection of the environment and the reduction of its environmental footprint.

57 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Specifically, the Company is committed to:
* Identifying and mitigating the environmental impacts and risks arising from its activities.
* Monitoring its environmental and energy goals to contribute to climate change mitigation.
* Maximizing the use of renewable energy sources and further developing them within the Company’s framework.

The Company complies with the legislation and adheres to the rules concerning the activity of all the companies of the Group. The Company has developed and implements a Code of Ethics and Professional Conduct and related policies, has adopted a corporate structure and governance that allows close relationships with investors, with the ultimate goal of creating further value for the shareholders. The Company also evaluates and manages business risks in order to safeguard the interests of all interested parties. It holds committees, takes measures and follows policies and procedures in order to enhance transparency, prevent and combat fraud, corruption and bribery and any conduct contrary to the Code of Ethics and Professional Conduct.

I. NON-FINANCIAL INFORMATION FOR THE YEAR 01.01.2025-31.12.2025

Company Overview

JUMBO was founded in 1986 in Athens as a toy store and has since evolved into one of the largest retailers in Greece. Today, it offers a wide range of products, including toys, baby items, stationery, seasonal, decorative, and home goods. After 40 years of operation, the Group has established itself as a leading retail business.

As of 31.12.2025, it had a network of 89 stores in Greece, Cyprus, Bulgaria, and Romania, as well as the e-jumbo online store in Greece, Cyprus, Bulgaria and Romania. Additionally, through partnerships, JUMBO had a presence with branded stores in North Macedonia (6), Albania (8), Kosovo (8), Serbia (6), Bosnia (8), Montenegro (3) and Israel (4). The Group employs more than 7.000 people and aims to maintain and strengthen its leading position in the industry by investing in network expansion, improving product variety according to market trends, and upgrading customer service while maintaining competitive prices.

JUMBO Vision and Values

At JUMBO, we don’t just sell products – we create smiles! Our vision is to become the Industry of Joy, offering unique shopping experiences for both young and old. We've got endless variety at prices that won't break the bank, and we're here to make your daily life more enjoyable and fun.

Our Vision: The Industry of Joy

JUMBO is based on a set of core values that guide its operations and growth. Here they are:

  1. Passion: We love what we do, and this passion motivates us to inspire and engage those around us to participate in our collective effort.
  2. Ethics and Restless Thinking: These are the two rails upon which JUMBO moves forward.
  3. Productivity: What we do well today, we will do better tomorrow.
  4. Keep It Simple!: We keep things simple. It's the best way to get everyone on board. We're all about speed and action, and we try to avoid a lot of bureaucracy.

58 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

  1. Respect: We treat the people we interact with respect.
  2. Integrity: We know what is right and we do it.
  3. Transparency: We are honest, transparent, and committed to doing what is best for our customers, the company, our employees, suppliers, the state, and shareholders.
  4. Persistence and Focus: All problems, in some magical way, find their solutions.

Store Network

JUMBO has a network of 89 stores in Greece, Cyprus, Bulgaria, and Romania, as well as an online store in Greece, Cyprus, and Romania. Simultaneously, through partnerships, it has a presence in seven countries with stores bearing the JUMBO brand: Albania, Kosovo, Serbia, North Macedonia, Bosnia, Montenegro, and Israel.

Management is continuously seeking opportunities for further organic growth both in existing markets and in neighboring countries of the Balkan Peninsula. Beyond store development, the Company invests in modern and safe infrastructures, creating state-of-the-art storage facilities and distribution centers. This ensures effective coordination and supervision of supplies and merchandise distribution. Today, JUMBO has proprietary storage and distribution complexes in Greece, Cyprus, and Romania, as well as facilities supporting the online store in Greece, Cyprus, Bulgaria and Romania.

Historical Milestones

The most significant milestones in the Company’s development by financial year are as follows:

Year Milestone
1986 Establishment of the Company with the objective of selling toys (11/86). The first (leased) store in Glyfada.
1997 Introduction to the Parallel Market of the Athens Stock Exchange (688.5 million drachmas) (6/97). The company is listed on the Athens Stock Exchange, gaining access to investment capital for growth.
1998/1999 Acquisition of a similar Cypriot business under the name «Jumbo Trading Ltd». Change of the Company's name from "Baby Land Toys S.A." to «JUMBO Société Anonyme Commercial Company" and trade name "Jumbo".
1999/2000 Development program in major Greek cities aiming to strengthen the network nationwide.
2001/2002 Housing of the central administration offices and other services in the preserved property in Moschato, Attica. Operation of the central warehouses in Inofyta, Boeotia. The Company was awarded, after a tender as the highest bidder, the right of exclusive production and marketing of the mascot category "toy" for the Athens 2004 Olympic Games.
2003/2004 Public offer and acquisition of the majority of the share capital of the subsidiary company "JUMBO TRADING SA".
2007 Commencement of expansion in the Balkans (Bulgaria, Romania) The first store opens in Bulgaria (2007) and is followed by Romania (2013).
2011 JUMBO AEE enters into commercial cooperation agreements with independent customers for the sale of its products in North Macedonia and Albania, in stores bearing the brand Jumbo.
2013 In May 2013, JUMBO enters the e-commerce market and launches its online store www.e-jumbo.gr.
2014-2020 Expansion of cooperation with an independent customer for the operation of stores in Kosovo in Serbia, Bosnia, and Montenegro.
2021-2025 Expansion of cooperation with an independent customer for the operation of stores in Israel. The company continues to develop its network with new stores and strengthens its business model. In order to reduce operating expenses, the management, where it is deemed commercially and economically feasible, chooses to acquire full ownership of properties, aiming for optimal utilization and maximization of capital returns.

59 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Products and Business Operations

The main activity of JUMBO is the retail sale of toys, baby items, stationery, seasonal products, and household goods. The toy industry is heavily influenced by trends such as fashion, innovations, and the gradual shift of children towards technology products, which reduces the share of toys in overall activity. Responding to these developments, the Company has created specially designed spaces in all stores for baby items and stationery, covering broader needs related to the child.

Aiming to maintain high sales, Management gradually enriched the product mix with items that meet the needs of the whole family and pets, as well as products that combine with toys, offsetting the downward trend of traditional toys.

Due to the nature of the products, sales show strong seasonality:
* Christmas: 28% of the annual turnover
* Easter (April): 12% of the annual turnover
* Start of the school period (September): 10% of the annual turnover

The Company procures products directly from abroad as the exclusive importer of toy manufacturing companies and related items that do not have a representation in Greece, as well as from more than 200 domestic suppliers. No supplier represents more than 3% of the total turnover. For 40 years, JUMBO has been at the top of consumer preference.Its competitive advantage is based not only on the quality of its products but also on affordable, competitive prices. The 17 most important product categories of JUMBO are presented in more detail below:

60 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Basis for Preparation

General Disclosures [BP-1]

The sustainability report of the JUMBO Group presents its performance on environmental, social, and corporate governance (ESG) issues, providing stakeholders with a detailed and transparent view of how the Group manages sustainability-related issues.

Sustainability in the JUMBO Group

Sustainability is a fundamental priority for the JUMBO Group, reflecting our commitment to society, the environment, and our employees. This section provides an overview of the key impacts, potential risks, and emerging opportunities related to sustainability. It also presents the Group's principles for sustainability reporting, which define the framework for drafting the relevant reports.

Basis of preparation

The sustainability report is prepared in accordance with the requirements of the EU Corporate Sustainability Reporting Directive (CSRD) and the corresponding European Sustainability Reporting 61 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 Standards (ESRS), issued by the European Financial Reporting Advisory Group (EFRAG), as well as with Law 5164/2024, which incorporates it into the Greek legal framework. Additionally, the report has been prepared based on the guidelines of the "ESG Reporting Guide of the Athens Stock Exchange (ATHEX)".

In this Sustainability Report, the JUMBO Group has adopted the methodology of ESRS 1 § 6.4, setting its goals in short-term, medium-term, and long-term horizons. This approach ensures consistency, transparency, and comparability of the Group's performance with international sustainability assessment standards.

Scope

The sustainability report covers the same period as the financial statements, namely from January 1 to December 31, 2025. The data is consolidated according to the same principles used in the financial statements. The consolidated ESG quantitative data pertains to the parent company JUMBO (hereinafter "the Company") 1 and the subsidiaries controlled by the Company (collectively, "the Group"), as analyzed in the financial statements. All subsidiaries of the JUMBO Group are included in the consolidated sustainability report, and none are excluded in accordance with Articles 19a(9) or 29a(8) of Directive 2013/34/EU.

The data included in the Environmental, Social, and Governance sections of the sustainability report have been assessed as material based on the Group's double materiality analysis (DMA). In this context, the JUMBO conducted a Double Materiality Analysis ("DMA") to assess the impacts, risks, and opportunities (IRO) related to sustainability. The analysis was based on a defined set of selection criteria and aligned with the guidelines of the European Sustainability Reporting Standards (ESRS). The Group conducts a thorough assessment of its impacts, risks, and opportunities—whether positive or negative, actual or potential—both for people and the environment, across its entire value chain.

Basis of Measurement

Accounting policies were applied consistently throughout the financial year. The calculation factors and data sources are presented in the respective sections of the report. Where necessary, comparative figures have been adjusted to align with the measurement methods used for the current year's data. Any restatements are clearly indicated.

Accounting estimates and judgments

Certain data is based on estimates and evaluations, which are regularly reviewed and updated, taking into account experience, developments in ESG reporting, and other relevant factors. Any changes are reflected in both current and comparative figures. Additionally, professional judgment is used in the application of accounting policies. Detailed information on key estimates, judgments, and assumptions is presented in the respective sections of ESG quantitative data in the report.

The JUMBO Group is committed to the continuous improvement of the Sustainability Report, ensuring an accurate and transparent recording of its material direct and indirect impacts. The JUMBO emphasizes the use of internal records and primary data, aiming to expand their scope while reducing its reliance on estimates or external sources.

1 JUMBO Group announced that on 24 October 2025 it entered into a Share Sale and Purchase Agreement for the acquisition of 100% of the subsidiary “HERALD ELLAS SINGLE MEMBER S.A. REAL ESTATE DEVELOPMENT AND SERVICES 2” (HERALD 2), owner of the VESO MARE shopping centre on Akti Dymaion in Patras, where Jumbo already operates a store. Accordingly, for the above period, the subsidiary has been included in the scope of consolidation of the 2025 Sustainability Report.

62 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Disclosures Regarding Special Circumstances [BP-2]

Time horizon

The JUMBO Group has adopted the following time periods as referred to in section ESRS 1 §6.4 for short- term, medium-term, and long-term time horizons for reporting purposes, specifically:
* Short-term time horizon: The period adopted by the JUMBO as the reporting period in the financial statements
* Medium-term time horizon: From the end of the short-term reporting period up to 5 years
* Long-term time horizon: More than 5 years

Sources of estimation and outcome uncertainty

When measurements include data from the upstream and/or downstream value chain, which arise from estimates through indirect sources, this is highlighted in the respective section. The relevant explanation includes the specific measurements, the preparation methodology, the level of accuracy of the results, and the planned actions for future accuracy improvement.

Regarding disclosures for sources of uncertainty and measurements, there are no quantitative indicators or monetary amounts subject to a high level of uncertainty, and no additional sources of uncertainty, assumptions, approaches, or judgments used during the measurement have been reported. Concerning the sources of estimates used and the uncertainty of the results, JUMBO determines the assumptions and premises adopted, while also disclosing information regarding the sources of uncertainty for the relevant quantitative measurements and/or monetary amounts.

Changes in the preparation or presentation of sustainability information

The current Sustainability Statement constitutes the second publication in which JUMBO presents sustainability information, aligned with the European Sustainability Reporting Standards (ESRS), as required by the Corporate Sustainability Reporting Directive (CSRD) and Law 5164/2024. On this basis, the 2024 data has been included for comparability purposes as well as changes from previous years.

Disclosures arising from other legislation or generally accepted sustainability reporting statements

The Statement includes information from additional reporting standards, specifically the following standards have been used: GRI Standards and SASB Standards. Appropriate marking of the relevant references has been incorporated in the respective paragraphs.

Governance

The Role of the Administrative, Executive, and Supervisory Bodies [GOV-1]

The Board of Directors (BoD) consists of 13 members, of which 4 are executive and 9 non-executive, of which are 7 independent non-executive. The members of the Board of Directors possess significant experience regarding the sectors, products, and geographical locations of activity of the JUMBO. Female representation on the Board of Directors is 38%, as detailed in the Special Report on Gender Balanced Representation on the Board of Directors, which is posted on the Group's website. Of the Board members, the independent members account for 54%.

To ensure the effectiveness of the business model and the efficient execution of the Board of Directors' duties, the JUMBO has 2 Committees, which support the Board of Directors and operate in an advisory capacity to it, thus ensuring its smooth operation and effective decision-making.

63 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Name Role Nationality Gender
Apostolos-Evangelos Vakakis Executive Member, Chairman of the Board of Directors Greek Male
Dimitrios Kerameus Non-Executive Member, Vice Chairman of the Board of Directors Greek Male
Konstantina Demiri Executive Member, Chief Executive Officer Greek Female
Poly Polycarpou Executive Member, CFO Greek Male
Sofia Vakaki Executive Member Greek Female
Fotios Tzigkos Non-Executive Member Greek Male
Evanthia Andrianou Independent Non Executive Member Greek Female
Marios Lasanianos Independent Non Executive Member Greek Male
Savvas Kaouras Independent Non-Executive Member Greek Male
Argyro Athanasiou Independent Non-Executive Member Greek Female
Euthymia Deli Independent Non-Executive Member Greek Female
Theodoros Gakis Independent Non-Executive Member Greek Male
Georgios Tsagaris Independent Non-Executive Member Greek Male

The CVs of the Board of Directors members are available in the "Corporate Governance" section.

64 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Audit Committee

According to Article 44 of Law 4449/2017, as amended and in force, the Audit Committee consists of at least three (3) members and is either a committee of the Board of Directors (in which case it consists of its non-executive members), or an independent committee (in which case it consists of non-executive members of the Board of Directors and third parties), or an independent committee (in which case it consists only of third parties).The mission of the Audit Committee is: a) monitoring the financial reporting process and, where applicable, the sustainability reporting process, including the electronic submission process as referred to in Article 154B of Law 4548/2018, and the process conducted by the company for identifying the information submitted in accordance with the sustainability reporting standards approved pursuant to Article 154A of Law 4548/2018 b) monitoring the effective operation of the internal control system and the risk management system as well as monitoring the proper functioning of the Company's internal audit department and, where applicable, the submission of the company's sustainability reports, including the relevant electronic submission process referred to in Article 154B of Law 4548/2018, c) monitoring the progress of the mandatory audit of the individual and consolidated financial statements and, where applicable, ensuring the submission of the annual and consolidated sustainability report, d) reviewing and monitoring matters related to the existence and maintenance of the objectivity and independence of the statutory auditor or audit firm, particularly with regard to the provision of other services to the Company by the statutory auditor or audit firm while being responsible for the selection process of statutory auditors or audit firms and proposing the statutory auditors or audit firms to be appointed. Its responsibilities include ensuring compliance with Corporate Governance rules, as well as ensuring the proper functioning of the Internal Control System and overseeing the operations of this department. The detailed responsibilities of the Audit Committee are described in the Audit Committee Operating Regulation, which is posted on the Company's website.

Member Nationality Gender
Evanthia Andrianou Chairman Greek
Theodoros Gakis Member Greek
Marios Lasanianos Member Greek

Remuneration and Nomination Committee

The mission of the Remuneration and Nomination Committee is to provide support and assistance to the Board of Directors regarding the remuneration of its members and to ensure the quality staffing and smooth succession and continuity of the Board of Directors. The detailed responsibilities of the Remuneration and Nomination Committee are described in the Committee's Operating Regulation, which is posted on the Company's website.

Member Nationality Gender
Marios Lasanianos Chairman Greek
Argyro Athanasiou Member Greek
Fotios Tzigkos Member Greek

Roles and Responsibilities of Relevant Bodies/Individuals Regarding Sustainability Issues

To ensure an organized and standardized oversight process, a comprehensive governance framework has been developed. This framework includes clearly defined procedures, policies, and monitoring mechanisms, as well as regular reports to the Board of Directors. The responsibilities and accountabilities of each body or individual in relation to sustainability impacts, risks, and opportunities are reflected in relevant policies, such as the Sustainability Policy, the Internal Operating Regulation, and the Corporate Governance Code.

65 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Board of Directors

The Board of Directors (BoD) plays a critical role in overseeing the ESG strategy, setting goals related to significant impacts, risks, and opportunities through the analysis of the internal and external environment. The BoD ensures the allocation of necessary resources, including human, financial, and technological, and approves appropriate actions to achieve the goals. JUMBO's progress in relation to the goals is monitored through regular reports and audits, allowing the BoD to make revisions when deemed necessary. In this way, alignment with strategic priorities is ensured, and adjustments are made to the changing conditions of the business environment. For the reporting year, there was no employee representation on the Board of Directors. Meanwhile, the members of the Board of Directors develop their knowledge and skills through targeted training, and in this direction, the Group will consider creating a relevant training plan in the future.

Internal Audit Department and Risk Management Unit

The Head of the Internal Audit Unit and the Head of the Risk Management Service actively participate in the risk identification and management process, recording, monitoring, and assessing potential and existing risks that could affect JUMBO's operations. Where necessary, they propose mitigation measures, ensuring appropriate actions are taken. In close collaboration with the various organizational units, such as the Finance Department, the IT Department, and the Human Resources Department, timely detection and effective management of all potential risks are ensured. Control and oversight procedures also encompass environmental matters and due diligence assessments, which are fully integrated into the Company’s internal operations. In this way, the resilience and adaptability of JUMBO’s business model are further strengthened in response to continuously evolving market conditions. At the same time, the company has developed a comprehensive risk management and internal control system, covering all critical areas. The system is based on structured processes, such as the Internal Operating Regulation, and includes due diligence actions in partner selection, as well as regular audits by the competent organizational units. Risks are assessed based on their likelihood and severity, while preventive measures are applied to mitigate them. The results of these assessments are recorded in reports, which inform stakeholders and support strategic decision-making. Improvement proposals are incorporated into JUMBO's strategic plans, while the relevant reports are periodically presented to the Board of Directors. Finally, in the context of monitoring sustainability issues, the Audit Committee is responsible for monitoring JUMBO's performance on Environmental, Social, and Corporate Governance (ESG) issues, contributing to the formulation of proposals for improvement actions that create long-term value. Its role additionally includes the oversight of the processes for identifying sustainability impacts, risks, and opportunities through Double Materiality Analysis, as well as the integration of non-financial parameters into the company's strategy and business decisions. At the same time, the Audit Committee supports and informs the Board of Directors, contributing to informed decision-making that ensures JUMBO's resilience and adaptability to the ever-changing market conditions. Furthermore, the Committee monitors the progress of goals and actions derived from the Sustainable Development Policy and the company's strategy. It also oversees the formulation of the sustainability statement, ensuring JUMBO's compliance with the respective legislative and regulatory requirements.

66 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Information Received and Sustainability Issues Considered by the Company’s Administrative, Executive, and Supervisory Bodies [GOV-2]

The Board of Directors (BoD) receives updates on sustainable development issues, as well as the progress of implementing related policies and actions. The BoD ensures that these issues align with the overall strategy of The Group. In this context, meetings are held with stakeholders, strengthening the oversight of the strategy and decision-making process. This ensures that decisions are well-founded and aligned with the company’s strategic goals, taking into account both long-term impacts and changes in the external environment. The members of the BoD utilize data from the identification of impacts, risks, and opportunities, improving the oversight of the strategy. During decision-making, the BoD analyzes in detail the reports and information from relevant meetings, so as to incorporate the findings into current and future challenges and opportunities. Additionally, both external and internal factors affecting the business model are considered. The company's strategic goals are set by the BoD, which oversees performance through a system of key performance indicators (KPIs). The results are periodically presented to the BoD, which implements corrective actions in case of deviations, such as revising strategies or training staff. During the reporting period, the BoD and the Sustainable Development Committee approved the significant impacts, risks, and opportunities of the, according to the Double Materiality analysis. JUMBO, according to the Double Materiality analysis.

Integration of Sustainability-Related Performance into Incentive Systems [GOV-3]

JUMBO will consider integrating in the future sustainability performance into the incentive system, aiming to align individual and group goals with the overall Sustainable Development goals. Through this approach, employee commitment to creating long-term value for the Group is enhanced. These indicators are subject to revision following a recommendation from the Remuneration Committee to the Board of Directors and final approval by the General Assembly, within the framework of the Remuneration Policy. The terms of the incentive system are determined and updated at the Board level, with the approval of the General Assembly. At the same time, compliance with disclosure requirements is ensured through the remuneration report, in accordance with Articles 9a and 9b of Directive 2007/36/EC, concerning the rights of shareholders of listed companies. The incentive system applies to both Board members and senior management executives who are not part of the Board of Directors.# Statement on Due Diligence [GOV-4]

The following Table presents how and where the implementation of the main aspects and steps of the due diligence process is reflected in the relevant sustainability statement:

Key elements of the due diligence process Relevant paragraphs in the sustainability statement
a) Integration of due diligence into governance, strategy, and business model ■ Information provided to, and sustainability matters addressed by, the administrative, management and supervisory bodies of the undertaking [GOV-2]
■ Integration of sustainability-related performance into incentive systems [GOV-3]
Significant impacts, risks, and opportunities and their interaction with the strategy and business model [SBM-3]
b) Engagement with affected stakeholders at all key steps of due diligence ■ Interests and views of stakeholders [SBM-2]
■ Description of procedures for identifying and assessing significant impacts, risks, and opportunities [IRO-1]
■ Procedures for collaboration with the relevant workforce and employee representatives regarding impacts [S1]
Procedures for remedying negative impacts and channels for raising concerns by the relevant workforce [S1]
c) Identification and assessment of negative impacts ■ Description of procedures for identifying and assessing significant impacts, risks, and opportunities [IRO-1]
Significant impacts, risks, and opportunities and their interaction with the strategy and business model [SBM-3]
d) Taking measures to address these negative impacts Adaptation to Climate Change
■ Policies regarding climate change mitigation and adaptation [E1]
■ Actions and resources related to climate change policies [E1]
Own workforce
■ Policies related to own workforce [S1]
■ Procedures for remedying negative impacts and channels for raising concerns by the relevant workforce [S1]
■ Taking action on significant impacts on own workforce [S1]
Business conduct
■ Business conduct policies and business mindset [G1]
Actions and resources related to significant sustainability issues [MDR-A]
e) Monitoring the effectiveness of these efforts and communication Climate Change
■ Targets regarding climate change mitigation and adaptation [E1]
Resource Use and Circular Economy
■ Resource outflows [E5]
Own workforce
■ Targets related to managing significant negative impacts, promoting positive impacts, and managing significant risks and opportunities [S1]

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Risk Management and Internal Controls Related to Sustainability Reporting [GOV-5]

The risk management and control system applied to sustainability reports is designed to ensure the accuracy, completeness, and integrity of the data included in the relevant statement. JUMBO has established a comprehensive framework for identifying, assessing, and managing risks related to sustainability reporting, conducting regular assessments to identify factors that may affect the quality and reliability of the data. The risk assessment process includes systematic evaluations, which allow for the prioritization of risks based on their potential impact on the completion process of the sustainability statement. The main risks are identified in issues such as the completeness, accuracy, and integrity of the data, as well as their timely availability within the required deadlines. To mitigate these risks, strict quality controls are applied, and meetings are held with the responsible organizational units to address potential data deficiencies and enhance the reliability of the reports.

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Additionally, a framework has been developed for documenting assumptions in cases where data from the value chain is not readily available.

Key Risks and Mitigation Measures

Risk Mitigation Measure
Difficulty Accessing Data from the Upstream and/or Downstream Value Chain. Setting Clear Reporting Deadlines and Maintaining Continuous Communication with Involved Stakeholders.
Misleading Representation or Overstating Sustainability Performance, Leading to Distrust Among Stakeholders. Conducting Audits by the Heads of Organizational Units, as well as Independent Assurance of a Third Party to Verify the Sustainability Statement Information.
Variations or Inaccuracies in the Data Collection Process. Adopting Harmonized Protocols and Standards for Data Collection Across All Departments and Locations, as Well as the Use of Centralized Software Systems for the Integration and Management of Sustainability Data.

The implementation of this framework is guided by the Regulatory Compliance Unit and the Risk Management Unit, which work closely with organizational units to collect and verify the data. The results of the assessments are communicated to the Board of Directors, ensuring transparency and alignment with JUMBO's sustainability strategic objectives.

Strategy

Strategy, Business Model and Value Chain [SBM-1]

JUMBO's strategy focuses on ensuring sustainable business growth through targeted development policies and expansion into markets where we can offer products that meet both the needs and purchasing power of consumers. In this way, we aim to achieve continuous sales growth and improved profitability, creating value for both our shareholders and employees.

Implementation of Our Strategy

JUMBO is based on a set of fundamental values that guide its operations and development:

  1. Passion – We love what we do and draw inspiration from it, motivating those around us to participate in our collective effort.
  2. Ethics and Creative Thinking – Two core principles that form the foundation of our philosophy and guide every decision we make.
  3. Continuous Improvement – We always aim for progress: whatever we do well today, we strive to do even better tomorrow.
  4. Simplicity and Effectiveness – We keep our processes and models simple, as this ensures speed, action, and avoids unnecessary bureaucracy.
  5. Respect – We treat everyone we interact with, from employees to customers and partners, with appreciation and integrity.
  6. Integrity – We always act based on the principles of fairness and responsibility, ensuring that we do what is right.
  7. Transparency – We operate with honesty and accountability, committing to making decisions that benefit our customers, the company, employees, suppliers, the state, and our shareholders.

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  1. Persistence and Focus – We approach every challenge with determination, always finding solutions even to the most demanding problems.

The Company has established the following key priorities, consistent with its vision and core principles:

Business Model

Over 40 years of its operation, JUMBO has managed to evolve into one of the largest retail companies. It manages approximately 40.000 product codes, offering a wide variety for the whole family at fair prices. The main categories include toys, baby items, stationery, seasonal items, home goods, snacks, candies and other mini-market items. The distribution of products is done through stores 89 in four countries:

  • Greece: 53 stores
  • Cyprus: 6 stores
  • Bulgaria: 10 stores
  • Romania: 20 stores

Additionally, the Group has online stores in Greece, Cyprus, Romania, and Bulgaria. Jumbo's model is stable and relies on simplicity, ease of implementation, and a long-term horizon, creating value over time. Jumbo's strategy is based on real data and long-term experience, with an emphasis on consistency and operational efficiency. Jumbo represents a resilient, disciplined, and long-term profitable retail business model, with a strong consumer position and diversified presence in the markets where it operates. It operates in an organized, large-scale model, with an extensive network of stores, a developed supply chain, and a significant degree of proprietary infrastructure, elements that enhance its competitive position and operational efficiency.

JUMBO represents a resilient, disciplined, and long-term profitable retail business model, with a strong consumer position and a diversified presence in the markets where it operates. It functions in an organized, large-scale model, with an extensive network of stores, a developed supply chain, and a

70 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

significant degree of proprietary infrastructure, elements that enhance its competitive position and operational efficiency.

In an environment where retail is constantly evolving and influenced by new forms of commerce, the development of the electronic channel, and cross-border platforms, JUMBO recognizes that the industry's dynamics are determined by consumer needs and continuous adaptation. JUMBO seeks to maintain and enhance its leading position in its sector by serving a wide range of consumers with aesthetically pleasing and competitively priced products, while maintaining a high level of in-store experience. The management never "buys" its turnover but remains continuously active in enriching its product range to increase sales efficiently. At the same time, the Group's strategic goal is to establish itself as a strong regional player in Southeast Europe through disciplined growth, strengthening infrastructure, and expanding its presence in the markets where it operates. A strong balance sheet, zero bank debt, and high liquidity are key pillars. To limit operating expenses, management, where commercially and economically feasible, chooses to acquire full ownership of properties, aiming for optimal utilization and maximization of capital returns. From 2021 to date, approximately €75 million has been invested in the purchase and self-use of 9 leased stores in Greece and Romania. The company's strategy is based on long-term resilience and continuous reinvestment.In this context, JUMBO systematically directs its additional profits to critical areas such as logistics infrastructure development, information systems upgrades, and store network expansion, directly supporting its regional strengthening goal. In this context, JUMBO has pre-agreed to purchase a Giga distribution center (60.000 sqm) in Romania to optimize the country's supply chain. It is also proceeding with the development of two more distribution centers:
• in Thessaloniki (completion in 2027, covering Northern Greece and Bulgaria) and
• in Inofita (completion in 2–3 years, covering Greece and international activities).

These investments enhance capacity, improve the efficiency of sales points, and create the necessary infrastructure to support the Group's regional development. Total investments in centers are expected to exceed € 95 million over the next 3 years.

Dynamic Presence of Sales Points and Expansion

At the network level, the Group had a total of 89 hyper-stores as of 31.12.2025 (53 Greece, 10 Bulgaria, 6 Cyprus, 20 Romania). Network development is carried out at a disciplined pace, aiming to add approximately two new hyper-stores annually on average, gradually strengthening the Group's presence in the wider region. For 2026, the operation of a new store in Romania (Baia Mare) is planned, while in the medium term, the development plan varies by market, depending on prevailing conditions and available opportunities. Specifically:
• Romania: addition of at least one new hyper-store annually. The goal is to double the hyper-stores over the next decade.
• Bulgaria: Addition of one new hyper-store within the next two years.
• Cyprus: Development of two new stores in the medium term.
• Greece: creation of at least four new hyper-stores over the next three years.

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At the same time, the Group is considering developing a new, flexible "pop-up" store model, leveraging experience from similar initiatives by its partners abroad. Unlike the typical JUMBO hyper-store, which has an average area of over 9.000 sqm, these stores will be smaller in scale and offer a targeted product mix. "Pop-up" stores can be developed in successful shopping centers, enhancing consumer accessibility and the Group's penetration in markets where it already has a presence through hyper-stores. This model, if its efficiency is confirmed, could be gradually utilized in all the Group's operating countries. The first store of this type is scheduled to operate in Romania (Iasi) within 2026, where a JUMBO hyper-store already operates, serving as a pilot application of the model.

Strengthening the Online Store

The development of the physical network is complemented by the strategic strengthening of the online store, allowing the Group to expand its presence at a regional level. In this context, the Group systematically enhances its digital presence in all markets where it operates, investing in upgrading its online stores, improving user experience, and connecting physical and digital channels. At the same time, it leverages its existing logistics infrastructure to support the further development of the online store. The Group is evaluating the possibility of expanding its digital presence in markets where it does not have a physical presence, aiming for the gradual expansion of its customer base and further strengthening brand recognition at a regional level. Management plans to launch an online store in Turkey towards the end of 2026.

External Partnerships

Through partnerships, the Group has a presence with stores bearing the JUMBO brand in seven countries (Albania, Kosovo, Serbia, North Macedonia, Bosnia, Montenegro, and Israel). It is noted that in March 2026, the sixth hyper-store bearing the JUMBO brand also operated in Israel. The Fox Group, which has the exclusive franchise agreement for JUMBO in Israel and Canada, plans to expand its store network in Israel by 3-4 stores in 2026. The first Jumbo store in Canada is expected to open in Ontario in early 2027, provided that no complications arise that could delay the opening. Management continuously evaluates business proposals for potential partnerships in countries outside the Eurozone. Management is in discussions with the Balfin Group, which has expressed serious interest in expanding the franchise agreement to more countries.

At the same time, investments in technology, such as ERP modernization, cybersecurity, and the utilization of artificial intelligence tools, further enhance operational efficiency. Overall, JUMBO seeks to maintain a balanced development model based on stability, efficiency, and continuous adaptation to market conditions, gradually strengthening its position as a strong regional player and creating long-term value for shareholders, customers, and the economy. JUMBO employs approximately 7.000 people who possess strong technical expertise and a genuine passion for customer service, delivering an excellent shopping experience. JUMBO's goal is to effectively manage the existing network of stores, as well as to expand into areas where the brand is not yet present, always guided by the Company's Vision and Values.

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Sustainable Development Strategy

JUMBO integrates Sustainable Development as a fundamental element of its long-term strategy, enhancing competitiveness by addressing modern challenges such as climate change and social inequalities. Sustainability acts as a growth lever, leveraging opportunities arising from the energy transition and contributing to the creation of an efficient and sustainable business model aligned with the Global Sustainable Development Goals. The Group's strategy is based on recognizing critical issues affecting its operations and effectively managing them. Sustainability is integrated into operational processes, while goal-setting considers the scope of activities, key product and service categories, the markets in which it operates, and relationships with stakeholders. Particular emphasis is placed on improving energy efficiency and reducing the carbon footprint. Through a systematic approach, areas for improvement are identified, aiming for the full integration of sustainability into all aspects of operations. The central goal remains the continuous improvement of performance and the creation of long-term value for all stakeholders.

The Double Materiality analysis highlighted critical issues, risks, and opportunities related to JUMBO's operations. Based on this process, the company set specific goals for each pillar of the sustainable development strategy, ensuring continuous evolution and enhancing the positive impact on the environment, society, and the economy.

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Sustainable Development Goals by Pillar

Pillar Goal Time Horizon* Sustainable Development Goals SDGs
E-ENVIRONMENT 7.5% reduction in Scope 2 by 2030 at Group level with a base year of 2024 Medium-term SDG 13
20% reduction Scope 2 by 2030 at the parent company level with base year 2023 Medium-term SDG 13
S- SOCIETY Increase training hours by 2% for all employees, annually Annual SDG 4, SDG 8
Digitization of human resources processes related to training through the creation of a relevant platform Medium-term SDG 8
Diversity and Inclusion Survey and implementation of targeted actions on diversity and inclusion issues Medium-term SDG 4, SDG 8
Maintain zero rate of serious and fatal accidents Annual SDG 3, SDG 8
G- GOVERNANCE Supplier evaluation with criteria ESG Short-term SDG 8, SDG 9, SDG 12
Creation of Marketing policy Short-term SDG 8, SDG 9, SDG 12

*Annual Target = Recurrent annual target
Short-term Target = 2025-2027
Medium-term Target = 2027-2029
Long-term Target = 2030

Meanwhile, the action plans under consideration include:
• Informing and raising awareness among stakeholders: Organizing educational meetings and awareness campaigns on environmental, social, and governance issues. The aim is to better understand challenges and opportunities, enhance commitment to sustainable practices, and actively participate in the implementation of the sustainable development strategy.
• Establishment of quantitative targets and specific timeline: Approval by the Board of Directors of specific quantitative targets and a clear timeline for the implementation of actions. This process ensures systematic management of external environmental risks, as recorded in the Risk Register.
• Increase operational efficiency: Implementation of actions that enhance energy efficiency and reduce the carbon footprint. Decisions are made considering both the cost of required technologies and the long-term benefit for the organization's sustainability.

The Audit Committee is responsible for monitoring the performance of the JUMBO and the submission of improvement proposals in all areas of sustainability – environment, society, and corporate governance. The Committee's goal is to create added value for the company, as well as to integrate non-financial factors into business strategies and decision-making processes. At the same time, it ensures that the JUMBO remains adaptive and ready to respond to changes in the operational environment.

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The main future challenges for implementing the strategy include:
• Stakeholder coordination: Managing the diverse views and interests of employees, suppliers, shareholders, and local communities is a complex process.It requires careful management, negotiation, and effective communication to ensure full alignment of all with the strategy of the JUMBO.

• Compliance with regulatory requirements: Continuous changes in legislation and regulations concerning climate and tobacco products require ongoing monitoring and appropriate resource allocation to ensure timely adaptation to new requirements.
• Integration of technologies: Successfully integrating new technologies into operational processes without negatively impacting productivity is a significant challenge for the JUMBO.
• Management of environmental risks: Addressing immediate environmental risks, as well as risks associated with transitioning to a more sustainable model, is critical for the operation and sustainability of the JUMBO.

Activity by Geographical Area

The table below summarizes the number of employees by geographical area, highlighting the scope of the organization's operations.

Geographical Area Number of employees
Greece 4.160
Bulgaria 712
Cyprus 610
Romania 1.750

In 2025, The Group JUMBO employed 7.232 employees (number of employees as of December 31, 2025), of which the 69,7% were women. The remuneration of each employee of the JUMBO exceeds or is at least equal to what is stipulated in the respective national collective labor agreements. Additionally, the JUMBO offers its employees voluntary benefits which for 2025 amounted to the sum of €8.684.150.

Value chain and stakeholders mapping

Identified External Stakeholder Groups Activities of JUMBO

Identified External Stakeholder Groups Upstream of JUMBO's Value Chain

Downstream of JUMBO's Value Chain

External Stakeholders
* Suppliers:
* Suppliers
* Partners
* Regulatory Authorities
* Local Communities
* Financial Institutions
* Media

Internal Stakeholders
* Own Workforce:
* Employees
* Board of Directors
* Shareholders
* Investors

External Stakeholders
* Customers:
* Retail Customers
* Wholesale Customers
* Regulatory Authorities
* Local Communities
* Financial Institutions

Main activities of JUMBO:
* Retail
* Wholesale
* Suppliers for Product

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Supportive Activities of JUMBO:
The key administrative, technological operations, and infrastructure functions that enable the effective operation of primary activities.

Distribution and Delivery:
* Logistics and Transport Service Providers

Competitors, NGOs, and "nature" are key external stakeholders that, although not directly included in JUMBO's value chain as presented here, play a crucial role in shaping its business environment. Competitors affect market positioning, comparative evaluation, and innovation, while NGOs influence public perception, regulatory oversight, and reputational risk. Nature, as a fundamental aspect of environmental sustainability, is integrated throughout the value chain, affecting compliance with regulations and long-term business resilience. These stakeholders are considered in the materiality financial assessments for identifying risks and opportunities, ensuring that JUMBO remains competitive, compliant, and aligned with evolving sustainability and market expectations.

Interests and Views of Stakeholders [SBM-2]

JUMBO recognizes the importance of communication with stakeholders as a key factor for the smooth operation and development of its strategy. Through organized and targeted efforts, it will build trust and cooperation with all entities and individuals who affect or are affected by its activities. Understanding the needs and expectations of stakeholders is a priority, as it allows for the adaptation of the strategy to consider their interests and views. This process relies on a variety of communication channels and appropriate frequency of interaction, ensuring transparency and effective information exchange. Active stakeholder engagement enhances the company's reputation and contributes to innovation and the promotion of sustainable development. Through these interactions, valuable insights are leveraged to improve performance and support the achievement of strategic goals.

Stakeholders include entities within the organizational structure (e.g., Senior Management, employees) and outside of it (e.g., suppliers, customers, business partners). JUMBO prioritizes them based on their impact and influence on operations and the value chain. The following table presents the main stakeholder groups, communication methods, and interaction frequency, confirming JUMBO's commitment to two-way dialogue and responsible business practices.

Stakeholder Groups Communication Stakeholder Interests Response
Shareholders • Periodic announcements • Organizing meetings and roadshows • Regular General Assembly • Annual briefing • Institutional Investors • Association • Achieving financial results • Maximizing value • Expanding into new markets and increasing market share in existing markets • Enhancing competitiveness • Risk management • Ensuring a strong corporate governance system • Sustainability reporting • Ensuring transparency and accountability Strengthening JUMBO's position in the industry
Employees • Internal communication channels • Corporate notice board • Open-door policy • Complaint/grievance submission mechanism • Recognition and reward • Development and career progression • Health and safety at work policies • Equal opportunities • Training provision • Remuneration and additional benefits • Employment contracts • Health and safety systems • Remuneration & benefits • Employee evaluation
Customers • Continuous contact and communication within stores and written communication • Regular updates via newsletters/social media • Product availability • Product pricing • Terms and conditions for returns • Risk management procedures • Protection of personal data • Complaints and grievance mechanism • Pricing strategies • Experienced and trained staff
Suppliers • Continuous contact and communication via email and video conference • Participation in exhibitions • Conducting meetings • Specialized procurement department staff • Low credit risk • Company’s financial stability • Investment plans • Terms of cooperation • Implementation of automated systems (ERP) • Performance evaluation • Collaborative spirit • Strengthening partnerships through reliable agreements and payment terms
Government and Regulatory Authorities • Compliance with regulatory requirements at local, national, and international levels • Regulatory compliance • Transparency • Strict adherence to the legal-regulatory framework • Compliance
Society • Sending electronic communication materials • Corporate Social Responsibility programs and actions • Contact with local authorities • Consultation and cooperation with the local community • Implementation of environmental and social impacts and actions • Job creation (regional employment) • Community investments • Donations • Strengthening infrastructure in local communities Collaborations for mitigating environmental and social impacts
Media • Periodic announcements • Growth prospects • Responsible Advertising Advertising

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The JUMBO Group utilizes all available communication channels to ensure that its strategy and business model meet the needs of stakeholders, promoting transparency, collaboration, and social responsibility. As part of due diligence processes, stakeholders' views are considered, while JUMBO communicates its own expectations through continuous interaction and adaptation of cooperation terms. Communication with stakeholders is a critical element in the Double Materiality analysis, as it allows for an in-depth understanding of their expectations, needs, and concerns. Through this process, critical issues are identified and prioritized for both JUMBO and stakeholders, enhancing transparency and trust. The feedback received contributes to the improvement of sustainability initiatives, the enhancement of transparency, better reporting of results, and the formulation of policies aligned with stakeholders' interests and regulatory requirements.

JUMBO's governing bodies, including administrative, managerial, and supervisory structures, are regularly informed about stakeholders' views through institutionalized communication mechanisms, evaluations, and feedback. Additionally, meetings are held with relevant organizational units, where the results of related analyses are presented, ensuring comprehensive and informed decision-making.

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Value creation

Sustainable Business Activities Products and Services Goals (SDGs) Inflows Outflows: The value we create
FINANCIAL CAPITAL Turnover EUR 1.232,90 million Equity
HUMAN CAPITAL 70% women employees - 7.232 employees 37,3% of senior executives are women 83,3% of employees are permanent staff Knowledge, skills, and abilities Ethical values Emergency Situations - Operational Continuity
NATURAL CAPITAL 1.749.569,55 tCO₂e of greenhouse gas emissions to the atmosphere (Scope 1, 2, 3 – location-based) 1.746.292,29 tCO₂e of greenhouse gas emissions to the atmosphere (Scope 1, 2, 3 – market-based)
MANUFACTURED CAPITAL Total consumed energy 89.054,50MWh (electric and) Stores Warehouses

OUR VISION
Our vision is the Industry of Joy

OUR VALUES
• Passion
• Ethical and Concerned thinking
• Productivity
• Keep it simple!
• Respect and development of employees
• Integrity
• Transparency
• Persistence

OUR ACTIVITIES:
• Retail item distribution
• Wholesale item distribution
• Promotion of health, safety, and well-being
• Contribution to the education
• Creation and distribution of direct and indirect economic value
• Protection andthermal) and focus promotion of human rights ENVIRONMENT - Mitigation and INTELLECTUAL CAPITAL INTELLECTUAL CAPITAL adaptation to - Copyright Adoption of a climate - Protocols, Sustainable change Procedures Development Policy - Preservation of natural reserves of raw materials and materials SOCIAL CAPITAL - National suppliers SOCIAL CAPITAL - International Over 200 suppliers suppliers

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Management of Impacts, Risks, and Opportunities

Description of the Process for Identifying and Assessing Significant Impacts, Risks, and Opportunities [IRO-1]

The Group prioritizes systematic identification and assessment of the impacts, risks, and opportunities associated with its activities, aiming to enhance sustainability and transparency in its operations. This process is based on the principle of Double Materiality, which ensures that both the company’s impacts on the environment and society, as well as the consequences of these impacts on its business trajectory, are taken into account. The process includes:

  1. Identification of Impacts: Evaluation of the key issues affecting sustainability, considering the views of stakeholders and an analysis of the external environment.
  2. Assessment of Materiality: Analysis for prioritizing issues based on their significance for both the company and stakeholders, with an emphasis on the Group's strategic priorities.
  3. Integration into Management Systems: The results of the analysis are integrated into the company’s overall risk management system to develop appropriate policies and actions.

In 2025, the Group applies Double Materiality as a key tool for adapting its strategy, ensuring compliance with the regulatory framework (such as CSRD) and effective management of sustainability issues. This process allows the company to timely identify both risks and opportunities. Through this process, JUMBO Group has the ability to develop actions that align with global requirements for sustainable development, while simultaneously strengthening its connection with society and its shareholders.

Double Materiality Methodology

The Group has developed a systematic and documented approach for Double Materiality Assessment (DMA), aligned with the requirements of the European Sustainability Reporting Standards (ESRS) and the CSRD Directive. This approach focuses on identifying, understanding, and assessing the impacts, risks, and opportunities related to the company's sustainability, taking into account both the external impacts of its activities and their financial consequences. The Double Materiality process is based on two key dimensions:

  • Impact materiality: The materiality of impacts focuses on assessing the actual or potential impacts of the company on the environment, society, and people. The Group examines the severity, extent, and reversibility of these impacts, aiming to identify the issues that are material to its sustainability strategy. The process includes identifying impacts through data derived from internal operations and external sources, such as industry standards and stakeholder opinions. Impacts are assessed using both quantitative and qualitative criteria to ensure that all relevant information is considered. Additionally, JUMBO focuses on impacts along the value chain, both upstream and downstream, from the sourcing of raw materials to the use of its products by consumers. Through this process, issues critical to environmental protection and social welfare are identified, while simultaneously providing the company with the ability to ensure compliance with sustainability requirements and respond to stakeholder expectations.
  • Financial materiality: Financial materiality examines how sustainability issues affect the financial performance and strategic resilience of the Group. This dimension assesses the likelihood and intensity of financial impacts related to environmental and social factors.

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The Group implements a structured scoring system to assess the likelihood of occurrence and the magnitude of financial impacts. Probabilities are categorized as low, medium, and high, while the intensity of impacts is evaluated based on their potential to affect factors such as operating costs, regulatory requirements, or the company's reputation. A significant part of the process is linking the assessment results to the company's strategy. JUMBO integrates the findings into its financial strategy, ensuring that sustainability-related risks and opportunities are leveraged to create long-term value.

For the implementation of Double Materiality, the JUMBO Group follows a four-step methodology:

  1. Understanding the business model and value chain: The Group analyzes its business model and operational structure, identifying and mapping its value chain. This process helps in recognizing areas with potential material impacts.
  2. Identification of impacts, risks, and opportunities: Through a combination of internal data, industry analysis, and benchmarking against competitors, key positive and negative impacts, as well as potential opportunities related to the company's activities, are identified and categorized.
  3. Assessment of impacts, risks, and opportunities: Criteria such as severity, extent, and reversibility of impacts are used, while quantitative and qualitative thresholds are applied to highlight material issues. This process involves the participation of senior management and stakeholders through specialized workshops.
  4. Determination of material issues: The assessment results are validated by management, and the final list of material issues is compiled, which is integrated into the company's sustainability strategy.

The JUMBO Group relies on a wide range of data sources, both internal and external, to ensure the completeness and accuracy of the process. The assumptions governing the assessment include recognizing impacts that may gain financial significance over different time horizons, emphasizing the connection between sustainability and financial resilience, and evaluating issues across the company's value chain.

Understanding the Business Model and Value Chain

Overview of the Process for Identifying, Assessing, and Prioritizing Impacts

The Group recognizes that the activities, business relationships, and geographical areas in which it operates can create potential and actual impacts on people and the environment. For this reason, it has established a due diligence framework that includes identifying, assessing, prioritizing, and monitoring these impacts. Additionally, the Group places particular emphasis on activities associated with increased risk of negative impacts, such as sourcing products from third-party manufacturers. These activities may involve risks related to the use of unsustainable raw materials, high carbon dioxide emissions, or inefficient waste management. At the same time, social risks are examined, such as labor violations or poor working conditions among suppliers. For effective management of these issues, the company informs its partners about the strict selection criteria and may conduct compliance audits if deemed necessary.

The geographical dimension is also a critical factor in impact analysis. Production areas where conditions may be exacerbated by weak regulatory frameworks or environmental and social risks are examined. Specifically, the company collaborates with suppliers operating in low-cost production countries, where there may be increased risks such as child labor, inadequate hygiene conditions, or environmental violations. At the same time, geographical areas vulnerable to climate change, such as those at risk of

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floods, droughts, or other extreme weather events, are considered. These factors directly affect the supply chain, as they can cause delays, increased costs, or even limited product availability. To manage these risks, the Group develops adaptation strategies, such as:

  • Supplier diversification: Ensuring alternative sourcing from areas with lower risks.
  • Risk assessment in geographical areas: Monitoring supply areas and taking timely measures.
  • Compliance measures: Requiring suppliers to adhere to sustainability standards through contracts and audits.

Finally, it monitors technological developments and changes in the regulatory framework related to environmental and social issues. New technologies are evaluated for their potential to reduce negative impacts, while legislative changes are incorporated into the strategy to ensure compliance and reduce operational risks.

The Group JUMBO adopts a holistic approach to identifying and managing its impacts, based on value chain analysis, which is divided into three levels: upstream, own operations, and downstream. At the upstream level, suppliers of raw materials, products, and transportation services are included. The level of own operations concerns the Group's internal operations, such as warehousing, distribution, and store operations, and finally, at the downstream level, the end users of the products are referred to.

Stakeholders

The JUMBO Group implements consultation processes with affected stakeholders and collaborates with external experts, ensuring the holistic identification and assessment of the impacts of its activities. This approach aims to understand the needs and concerns of stakeholders while leveraging independent expert knowledge to enhance the effectiveness of processes. The consultation includes continuous communication with groups directly or indirectly affected by the company's activities. Employees participate in surveys, meetings, and dialogues to identify issues related to working conditions, health and safety, as well as professional development opportunities.Local communities, especially in areas where stores or logistics facilities operate, are a key consultation group for assessing impacts on infrastructure, the environment, and social welfare. At the same time, the company collaborates with suppliers and business partners, promoting dialogue to understand environmental and social challenges in production and transportation processes. Consultation processes include the use of questionnaires and interviews for data collection, organizing meetings for exchanging views, and analyzing findings that are incorporated into the company's sustainability strategies and policies. In this way, it is ensured that the views of stakeholders and the knowledge of experts are taken into account, enhancing decision-making, transparency, and responsible operation.

Impact, Risk, and Opportunity Assessment

Assessment of Impact Materiality

The JUMBO Group implements a systematic process for prioritizing both its negative and positive impacts, aiming to identify the material sustainability issues included in its reports. This process is based on the principles of impact materiality as defined in section 3.4 of ESRS 1. Positive impacts are assessed based on specific criteria. The first criterion is scale, meaning how significant the positive impact is for people or the environment. The second criterion is scope, which concerns the extent of the positive impact, either geographically (local, national, or international level) or in terms of the number of people affected. The third criterion is the likelihood of application, meaning the probability of achieving the expected positive outcomes through the company's strategy.

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Negative impacts are also assessed based on scale, scope, and irreversibility. Scale refers to the magnitude of the negative impact on people or the environment, while scope concerns the area or number of individuals affected. Irreversibility evaluates the difficulty in restoring impacts, such as water pollution, which may be challenging to fully remediate.

Categorization Assessment Standard Description
Environmental/Social Scale Size of Impacts
Scope Geographic or Physical Extent of Impacts
Reversibility Time Required for the Restoration of Negative Impacts
Likelihood Estimated Time for the Occurrence of Potential Impacts
Financial Quantitative Size Quantitative Size of Risks/Opportunities
Risks/Opportunities Considering the Company’s Data
Qualitative Reach Qualitative Analysis of Risks/Opportunities Based on the Expected or Realized Time Frame
Probability Estimated Time for the Occurrence of Financial Risks/Opportunities

Table 1

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The Group has developed a scoring mechanism that allows for consistent assessment of impacts, with ratings from 1 to 5 for severity and probability. This process is validated by the company’s management to ensure accuracy and alignment with its sustainability strategy.

Severity Negative impacts Positive impacts
Level Scale (Scale) Scope (Scope)
0 - Zero There is no impact on stakeholders or the environment/planet. 0 - None
1 - Minimum The impact minimally affects the stakeholders or the planet, and the effects are known and mitigated. 1- Limited
2 - Low The impact affects stakeholders or/and the environment to some extent, but the effects are known and mitigated. 2 - Specific
3 - Moderate The effects are not life-threatening but constitute significant violations of stakeholders' rights and/or have a significant impact on the population and/or the environment. 3 - Moderate
4 - High Stakeholders are seriously affected and/or a very significant impact on the environment is created with long-term effects. 4 - Extensive
5 - Absolute Stakeholders are extremely seriously affected and/or the environment suffers severe damage, both with long-term and potentially life-threatening effects. 5 - Global/Overall

Table 2

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Assessment of Financial Materiality

The Company implements a systematic process for identifying, assessing, prioritizing, and monitoring risks and opportunities that may have financial impacts on the business. This process is based on the principles of financial materiality as defined by the ESRS, with key variables being the likelihood of occurrence and the potential magnitude of financial impacts. Initially, risks and opportunities are identified through the analysis of the external environment, such as changes in legislation, environmental policies, and markets, as well as through internal assessments focusing on the company's operations and strategy. During the assessment process, the company considers significant financial indicators, such as revenue, cost of goods sold (COGS), current assets, current liabilities, accounts receivables, and accounts payables. These indicators constitute 50% of the total risk score, while the remaining 50% is based on the likelihood of occurrence. The assessment of risks and opportunities is conducted based on two main variables:

  1. Likelihood of Occurrence: The estimation of how likely it is for a risk to occur or an opportunity to materialize.
  2. Potential Magnitude of Financial Impacts: The estimation of the intensity of financial impacts, such as the effect on revenue, operating costs, fixed assets, or profit before taxes.

Additionally, the JUMBO group, through this process, recognizes that environmental and social impacts, as well as its dependencies on natural resources, can lead to risks or opportunities. For example, environmental impacts, such as the use of raw materials and waste production, may increase compliance costs with regulations, while dependency on natural resources, such as energy and water, may cause increased operating costs during crisis periods. At the same time, social impacts are related to the company's interaction with local communities and supply chain management. It also examines how these impacts and dependencies are linked to specific risks, such as increased compliance costs or supply chain disruptions, as well as opportunities, such as adopting sustainable practices, reducing dependencies on non-renewable resources, and developing environmentally friendly products.

This process also includes the use of specific Thresholds for prioritizing risks and opportunities. Impacts that score higher than 12 in the impact materiality analysis are considered material, while in the financial materiality analysis, risks and opportunities with a score of 15 or above are characterized as material financial impacts. It is worth noting that the Group has developed a scoring mechanism that combines these two variables, allowing for consistent and comparable assessment of all risks and opportunities. The scoring is conducted on a scale from 1 to 5, with clear qualitative descriptions for each level. This mechanism is validated by the company's management to ensure the reliability and validity of the process. Finally, following the assessment, risks and opportunities are prioritized based on their significance, with greater emphasis on those with a high likelihood of occurrence and a large magnitude of financial impacts. At the same time, the monitoring of these factors is carried out through regular updates, reports, and indicators, which allow the company to adjust its strategy according to developments with the aim of long-term growth and business stability.

Pollution

The Group, through the double materiality analysis process has recognized that its activity does not have significant dependencies, impacts, and risks has been conducted, the issue of Pollution to environmental pollution at its facilities nor in its upstream and downstream value chain. Furthermore, through consultation with stakeholders that has been conducted, the issue of Pollution did not emerge as material, as no material impact, risk, or opportunity was found.

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Biodiversity

During the process of double materiality and through consultation with stakeholders, no systemic risks, significant dependencies, impacts, risks, and opportunities were identified for the Group and its entire value chain related to Biodiversity. At the same time, no significant transition risks were identified or physical risks, as the Group's facilities are located within urban areas, away from biodiversity protection areas, such as wetlands and forests, while at the same time there are no negative impacts on ecosystem services that may affect local communities. The Group constantly seeks through initiatives to minimize resource consumption during its operations, as well as aims to evaluate suppliers according to environmental criteria such as the use of significant raw materials, water consumption has been conducted, the issue of Pollution and impacts on biodiversity.

Definition of Material Issues

After completing the scoring process, JUMBO identified the significant impacts, risks, and opportunities by comparing the calculated scores with predefined thresholds for each category. The thresholds for the materiality of impacts and financial risks/opportunities were set separately, yet followed a consistent methodology. This methodology was based on assessing the minimum and maximum scores for both impacts and risks/opportunities. Any issue that exceeded these thresholds was classified as material. This process identified the key sustainability issues for 2024, providing a comprehensive view of their importance and financial impact. The Sustainable Development Committee and JUMBO's senior management validated the results of the assessment, ensuring the effectiveness of the process and enhancing awareness of sustainability issues. JUMBO is strengthening its resilience and ability to adapt to new sustainability requirements. It is integrating the process for identifying, assessing, and managing opportunities into the overall management of the organization. We developed an action plan to improve the organization's readiness to comply with ESRS requirements regarding disclosures and data. The Double Materiality Assessment will be conducted annually. It will reflect developments in the business environment and potential changes in impact for stakeholders. In this context, the Group proceeded with an update of its double materiality assessment, taking into account the views of its stakeholders. Finally, the process of identifying, assessing, and managing impacts, risks, and opportunities is fully integrated into JUMBO's overall risk management framework. This means that all relevant risks and opportunities are recorded and monitored through the risk management system, with simultaneous analysis of their financial impact.

Integration of the Opportunity Management Process into the Group’s Strategy

The Group integrates the process of identifying, assessing, and managing opportunities into its overall strategy, following a holistic approach that combines economic stability with social and environmental sustainability. Through a systematic assessment, it takes into account current challenges, such as climate change, the energy transition, and increasing sustainability requirements, while simultaneously recognizing opportunities for developing innovative products and reducing costs. This approach fuels the company’s strategy, significantly influencing business decisions and ensuring that opportunities are evaluated based on their dynamics, implementation timeline, and the expected benefits for the company and stakeholders. The recognized opportunities are incorporated into a clear action plan, which ensures their effective utilization through targeted initiatives and investments.

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Description of Parameters in the Process of Identifying, Assessing, and Managing Impacts, Risks, and Opportunities

The JUMBO Group implements a comprehensive input parameter system for the evaluation of impacts, risks, and opportunities, ensuring accuracy and systematic analysis. The parameters include strategic directions, operational data, regulatory frameworks, and technological tools, creating a clear picture for the identification and management of sustainability issues. The company's sustainable development strategy forms the foundation for integrating sustainable practices into activities, while operational data such as energy consumption, greenhouse gas emissions, and waste management provide accurate information for assessing environmental impacts. Through internal monitoring systems, compliance data with environmental and social standards are collected. The Group also utilizes information from the regulatory framework and international best practices (e.g., EU directives, sustainability guidelines) for alignment with regulatory requirements. Simultaneously, it analyzes data from the supply chain, focusing on supplier and partner compliance with sustainable practices. The use of climate data and scenarios, combined with technical reports from independent consultants, allows for the adaptation of the strategy to the impacts of climate change and preparation for future risks. Additionally, the company monitors its reputation through analysis of publications and image at local and international levels.

Recent Changes and Planned Revisions to the Double Materiality Process

During the current reporting period, the process of evaluating material topics aligns fully with the requirements of CSRD and ESRS while incorporating the risks, impacts, and opportunities (IROs) according to CSRD requirements. This approach includes a more comprehensive and systematic analysis of material risks, impacts, and opportunities, considering both financial and sustainable significance. The introduced changes include:

  • Analysis of time horizons: Expanding the analysis to include short-term, medium-term, and long- term horizons, considering the impact of strategic decisions over different time periods.
  • Enhanced stakeholder engagement: Improving the involvement of local communities, customers, and suppliers to increase the accuracy of the material issues assessment.

The latest revision of the process was carried out at the end of the reporting period. During this review, developments in regulatory requirements, stakeholder needs and adjustments to business priorities were taken into consideration. The adoption of this new approach has enhanced the transparency and accuracy of the material issues assessment, allowing the Group to improve the management of risks and opportunities critical for its sustainable development. Through regular monitoring and revisions, the company ensures that its strategy remains flexible and adaptable to the ever-changing conditions.

Significant Impacts and Their Interaction with the Strategy and Business Model [SBM-3]

The JUMBO proceeded with the Double Materiality Assessment, aiming to identify and prioritize significant impacts, risks, and opportunities related to sustainability. Through this process, the company focuses on sustainability factors directly linked to its strategy, business model, and resource allocation. The systematic identification and analysis of these elements enable the JUMBO to anticipate challenges, leverage new opportunities, and maintain its competitiveness in a dynamic and ever-changing environment. The integration of these parameters into the company's strategy ensures that business decisions align with its long-term goals. Regular review and adaptation of the strategy, based on the assessment results, 86 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 are critical for maintaining competitiveness and meeting stakeholder expectations. Simultaneously, integrating these elements into the business model allows for the optimization of the company's operations and processes, enhancing its efficiency. Additionally, it ensures that the business model JUMBO remains flexible, allowing for immediate adaptation to changes in the external environment and the exploitation of new opportunities.

The table below presents the results of JUMBO’s Materiality Assessment, as well as the key impacts, risks and opportunities identified through the analysis process. During the reporting year, the identified impacts, risks and opportunities, as well as the measures adopted or planned, did not lead to changes in JUMBO’s strategy or business model. No immediate financial impacts were observed. However, the Company followed a gradual approach to integrating the anticipated financial effects in the first reporting period, within the framework of the implementation of the European Sustainability Reporting Standards (ESRS).

Sustainability issue Sustainability sub-issue IRO categorization Description Impact Point in the value chain Time horizon
ESRS E1 Climate change Adaptation to Climate Change Potential negative impact Addressing the physical impacts of climate change such as temperature rise, extreme weather events, etc. These specific phenomena can disrupt operations, the value chain, and business continuity, while also causing damage to property, land, and infrastructure. Extreme weather events could also lead to prolonged disruptions in the Company's value chain. Adapting the Company's operations Long-term
ESRS E1 Climate change Greenhouse Gas Emissions Impact, risk Greenhouse gas emissions are the Company's largest impact, while simultaneously being exposed to financial risk from potential carbon pricing policies. Existing negative impact on the climate Entire value chain

By taking measures to reduce the carbon footprint, the Company also has a positive impact through increased energy security and the creation of new jobs. Energy use in the Company's facilities is assessed as a negative impact and an existing risk as the energy demand of the Company's facilities contributes to indirect emissions in categories 2 & 3, while at the same time the intense fluctuations in prices constitute a risk through the increase of the Company's operating expenses. This specific impact and risk primarily occur in the Company's operations.

Development of Renewable Energy Sources are assessed as an existing positive impact and opportunity for the Company as through investments in RES it creates jobs, while contributing to the energy efficiency and security of its facilities. Furthermore, the expansion of investments is assessed as an opportunity with economic benefits and the ability to improve key performance metrics linked to existing legislation.

E5 – Circular Economy

Waste generation from the Company's facilities is assessed as an existing negative impact as through inadequate waste management the environment is burdened due to their ending up in landfills and the general irrational use of resources. It is further assessed as a risk as legislation on waste management may become stricter and bring significant legal compliance costs for the Company.

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S1 – Own workforce

Establishment of a certified Health and Safety (H&S) management system to enhance worker safety in various operational environments, including retail spaces and logistics centers. While current practices meet legal obligations through regular inspections, risk assessments, and safety training, the lack of a certified system poses risks such as workplace incidents, regulatory violations, operational failures, and reputational damage. Implementing a certified framework will support risk mitigation efforts, improve oversight, and ensure consistent safety standards across all subsidiaries.

Employee Training and Development highlights the critical need for employee training and development for skill enhancement, particularly in non-technical skills and digital capabilities. As the retail sector increasingly embraces digital transformation, these skills are essential to ensure competitiveness, operational efficiency, and service quality. Failure to attract, train, or retain employees with these capabilities could lead to reduced productivity, customer satisfaction, and overall performance.

Talent Management (Recruitment & Retention) focuses on the importance of talent management practices aimed at minimizing voluntary turnover, ensuring workforce stability, and fostering a supportive and engaging work environment.

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Offering career development opportunities and promoting employee engagement are key to these efforts. Without strong retention strategies, the organization risks losing experienced talent, facing increased recruitment and training costs, and experiencing a decline in productivity, service quality, and employee morale.

Workforce Diversity and Inclusion policies and actions have a strong, positive impact on both employees and society. By promoting an inclusive and respectful workplace where every employee feels valued and empowered, organizations enhance job satisfaction, increase engagement, and boost productivity.

S3 – Affected communities

Job creation and national and international economic growth supporting the national economy of respective countries and enhancing international trade.

S4 – Social Consumers

Customer Engagement & Ethical Marketing Practices: The IRO refers to the access to the market of Jumbo products also by consumers with lower incomes.

G1 – Corporate Business Conduct and Governance

Regulatory changes & non-compliance: The likelihood of non-compliance would entail penalties and high financial costs and would damage the reputation.

Corporate Culture and Governance: The potential consequences of the lack or ineffectiveness of business management processes and governance structures. Without strong ethical governance practices, the organization risks undermining its overall performance, eroding stakeholder trust, and facing operational inefficiencies.

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Ethical supply chain practices: The opportunity to integrate ethical and sustainable practices into the value chain by developing a strong ESG strategy. Such an approach can enhance access to sustainable investment opportunities, improve trust of stakeholders and lead to positive outcomes across the entire value chain, including upstream suppliers, internal operations, and downstream partners. This initiative represents a strategic positive impact with a short-term implementation horizon (less than one year).

Significant Risks and Opportunities

Sustainability issue Sustainability sub-issue Description Point in the value chain Time horizon How the IRO affects people/environment
ESRS E1 Climate Change Adaptation to Climate Change Addressing the physical impacts of climate change such as temperature rise, extreme weather events, etc. Own operations Long-term These specific phenomena can disrupt operations, the value chain, and business continuity, while also causing damage to property, land, and infrastructure.

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Sustainability issue Sustainability sub-issue Description Point in the value chain Time horizon How the IRO affects people/environment
Climate change Greenhouse Gas Emissions Greenhouse gas emissions are the greatest impact the Company has on the climate while simultaneously being exposed to financial risk from potential carbon pricing policies. Entire value chain Short-term Through taking measures to reduce carbon footprint, the Company also has a positive impact through increased energy security and the creation of new jobs.
Energy Energy use in the Company's facilities Energy use in facilities is assessed as a negative impact and existing risk as the Company's facilities' energy demand contributes to indirect emissions categories 2 & 3. Own operations Short-term Intense price fluctuations pose a risk through increased operational expenses.
Development of Renewable Energy Sources Initiatives for development Investments in RES creates jobs, while contributing to energy efficiency and security of its facilities. Own operations, downstream Short-term Expansion of investments provides economic benefits and improves key performance metrics linked to existing legislation.

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Sustainability issue Sustainability sub-issue Description Point in the value chain Time horizon How the IRO affects people/environment
E5 – Circular Economy Waste generation from the Company's facilities The waste production is assessed as an existing negative impact as the environment is burdened due to waste ending up in landfills. Own operations Medium-term Risk as waste management legislation may become stricter, bringing significant legal compliance costs.
S1 – Own workforce Establishment of a certified Health and Safety management system Emphasizes the need for a structured H&S framework to enhance worker safety in retail spaces and logistics centers. Own operations Short-term Lack of a certified system poses risks such as workplace incidents, regulatory violations, operational failures, and reputational damage.

Highlights the critical need for employee training and development opportunities for all, particularly in non-technical skills and digital competencies. As the retail sector increasingly embraces digital transformation, these skills are essential for ensuring competitiveness, operational efficiency, and service quality. Failure to attract, train, or retain employees with these capabilities could lead to reduced productivity, customer satisfaction, and overall performance.

Employee Talent Management (Recruitment & Retention)

Focuses on the importance of talent management practices aimed at minimizing voluntary turnover, ensuring workforce stability, and promoting a supportive and engaging work environment. Offering career development opportunities and promoting employee engagement is key to these efforts. Without strong retention strategies, the organization risks losing experienced talent, facing increased recruitment and training costs, and experiencing a decline in productivity, quality of services and employee morale.

Category Issue Description Type Boundary Horizon
S3 – Social Contribution Job creation Positive impact at national and international levels, supporting the national economy of respective countries and enhancing international trade Opportunity Downstream Long-term
S4 – Social & Ethical Practices Customer Engagement The IRO refers in the access to the market of Jumbo products also by consumers with lower incomes Opportunity Downstream Medium-term
G1 – Corporate Governance Business Culture and Conduct The likelihood of regulatory changes & non-compliance would entail penalties and high financial costs and would damage the reputation Risk Downstream Short-term
G1 – Corporate Governance Ethical management The potential consequences of the lack or ineffectiveness of business practices and governance structures. Without strong ethical governance practices, the organization risks undermining its overall performance, eroding stakeholder trust, and facing operational inefficiencies. Risk Own operations Short-term
G1 – Corporate Governance Ethical supply chain The opportunity to integrate ethical and sustainable practices into the value chain by developing a strong ESG strategy. Such an approach can enhance access to sustainable investment opportunities, improve stakeholder trust, and lead to positive outcomes across the entire value chain, including upstream suppliers, internal operations, and downstream partners. This initiative represents a strategic positive impact with a short-term implementation horizon (less than one year). Opportunity Upstream Short-term

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Impacts on People and the Environment

The JUMBO Group recognizes that its business activities have both negative and positive impacts on people and the environment, directly and indirectly affecting well-being, safety, and sustainability. In the environment, negative impacts include waste generation from facilities, which burdens natural resources and contributes to pollution. Additionally, energy consumption and greenhouse gas emissions increase the ecological footprint. On a social level, the lack of diversity and inclusion in the workforce may lead to inequalities, while non-compliance with regulations can create social impacts and operational challenges. Conversely, positive impacts include promoting renewable energy sources through the installation of photovoltaic systems, enhancing energy efficiency, and reducing CO₂ emissions. Implementing recycling 95 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 and waste separation practices contributes to sustainability, while employee training and development programs improve skills and career advancement. Furthermore, ethical practices in the supply chain promote transparency and accountability, positively affecting partners and suppliers. To address negative impacts, the Group implements waste reduction and energy efficiency improvement strategies, invests in renewable energy technologies, and promotes diversity and inclusion policies. Simultaneously, it collaborates with organizations and communities to enhance social contribution.

Correlation between Impacts and Strategy and Business Model

The JUMBO Group recognizes that the impacts arising from its activities – both positive and negative – are inextricably linked to its strategy and business model, which is based on offering affordable products, effective supply chain management, and a strong presence in the retail market. These impacts affect the Group's daily operations and strategic decisions. Negative impacts include energy consumption in retail facilities and greenhouse gas emissions from the supply chain, as a result of large-scale operations. Increased demands for energy and raw materials create environmental challenges, which the Group addresses through actions such as the installation of photovoltaic systems, the promotion of recycling practices, and the adoption of energy-efficient technologies. Social impacts are linked to working conditions and interaction with local communities. Positive impacts include job creation and strengthening the local economy, while commitment to diversity and inclusion improves corporate culture and social cohesion. The Group's strategy focuses on maintaining competitiveness through sustainable practices and innovation, such as adopting renewable energy sources and implementing waste management systems. At the same time, it invests in employee training and development, enhancing productivity and commitment. Positive impacts include reducing the carbon footprint through the use of RES, contributing to the circular economy, and developing environmentally friendly products, enhancing the Group's reputation and competitiveness.

Activities of the Group that Create Significant Impacts

JUMBO Group recognizes that substantial impacts – both positive and negative – do not solely originate from its own activities but also from its business relationships. Managing these relationships is a critical factor for corporate responsibility, as it can enhance positive impacts and limit negative ones, contributing to the creation of a more responsible and sustainable business model. One of the most significant negative impacts concerns the risk of unethical practices in the supply chain. The Group collaborates with an extensive network of suppliers and manufacturers, which may pose risks related to fair treatment of workers, working conditions, and environmental responsibility. Non-compliance of partners with strict ethical and sustainable standards can negatively affect corporate performance on ESG issues and lead to legal or reputational impacts. Conversely, collaborating with responsible suppliers and business partners who share the same values for sustainability and corporate governance positively contributes to the Group's overall performance. Through strict partner selection and the adoption of ESG criteria in business relationships, the Group ensures that products are sourced responsibly, reducing environmental impacts and protecting labor rights. 96 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 Compliance with regulatory requirements and the implementation of ethical governance practices are also critical areas affecting the Group. Regulatory changes in sustainability, environmental management, and labor relations may require adjustments to the Group's strategy and processes.

Analysis of Financial Impacts

In the context of its commitment to transparency and sustainable development, JUMBO Group recognizes and analyzes the financial impacts of material risks and opportunities on its financial position, performance, and cash flows. Additionally, it systematically examines those risks and opportunities that may lead to significant adjustments in the accounting values of assets and liabilities during the next annual reporting period.

Financial Position

The physical impacts of climate change, such as extreme weather events, can negatively affect the accounting value of the Group's assets, as the need for maintenance and infrastructure restoration increases. Additionally, stricter regulations on waste management and pollutant emissions may create increased provisions for compliance obligations.

Financial Performance

The implementation of renewable energy sources and energy-efficient technologies initially incurs high investment costs, which are expected to reduce operating expenses in the medium term. Furthermore, the growing demand for sustainable products and services may positively impact revenues and profit margins, provided the Group successfully adapts its strategy to changing market demands.

Cash Flows

Investments in photovoltaic systems and automated energy management systems directly burden the Group's cash flows. Additionally, factors such as geopolitical developments or fluctuations in raw material costs can affect liquidity and capital availability.

Risks and Opportunities

Increased regulatory requirements for managing plastic waste and greenhouse gas emissions may lead to adjustments in future cost forecasts. At the same time, the development of environmentally friendly products and the integration of circular economy practices present opportunities to improve competitiveness and the Group's long-term value.

Continuous Monitoring and Strategy

JUMBO Group monitors the impacts of risks and opportunities on its financial statements.By developing a comprehensive sustainability strategy, it aims to enhance its resilience to market challenges and maximize its performance, ensuring alignment with modern requirements for sustainable development.

Changes in the Process of Identifying and Managing Significant Impacts, Risks, and Opportunities

During the previous reporting period, JUMBO Group implemented the requirements of the CSRD (Corporate Sustainability Reporting Directive) and the European Sustainability Reporting Standards (ESRS) for identifying material issues affecting its activities. However, the initial phase of integration limited the Group's ability to systematically identify, assess, and manage material impacts, risks, and opportunities (IROs). In the current reporting period, the Group enhanced the process through the comprehensive implementation of Double Materiality analysis, ensuring full alignment with CSRD requirements and the integration of issues that have significant impacts on the value chain and long-term sustainability.

Disclosure Requirements in ESRS Covered by the Company’s Sustainability Report [IRO-2]

The JUMBO sustainability report appears to have followed the requirements of the European Sustainability Reporting Standards (ESRS), specifically incorporating the Double Materiality process for identifying material sustainability issues, as outlined by the ESRS standards. According to this process, the identified material sustainability issues are directly related to the impacts, risks, and opportunities that have the greatest effect and importance for the stakeholders and the business operations of JUMBO.

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On the other hand, the following topics were not considered material for the operations and value chain of JUMBO and, therefore, have not been included in the disclosure requirements for the respective thematic standards:
* ESRS E2 - Pollution
* ESRS E3 - Water and Marine Resources
* ESRS E4 - Biodiversity and Ecosystems
* ESRS S2 - Workers in the value chain

This means that, while these topics may be material for other companies or industries, JUMBO assessed that they do not have an immediate impact on its operations and, therefore, do not need to be included in this report. Subsequently, JUMBO has recorded in the Table the data originating from other EU legislation, as defined in Appendix B of the ESRS 2 standard. These data are presented with reference to their position in the sustainability report and include both material and non-material topics, as outlined in ESRS 1 paragraph 35. The non-material topics are classified in the table with the designation "non-material" and do not require detailed presentation in the report, as they are not considered critical to JUMBO’s sustainability performance or commitments. This data management and the process for assessing materiality strengthens JUMBO’s alignment with the ESRS standards and enhances corporate transparency regarding sustainability performance.

Disclosure requirement and relevant data point Reference to the corresponding EU legislation Materiality assessment result
ESRS 2 GOV-1 Gender diversity on the board paragraph 21 item d) Commission Delegated Regulation (EU) 2020/1816, Annex II Not material
ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 item e) Commission Delegated Regulation (EU) 2020/1816, Annex II Not material
ESRS 2 SBM-1 Participation in activities related to the cultivation and production of tobacco products paragraph 40 item d) Commission Delegated Regulation (EU) 2020/1818, Article 12 paragraph 1, point iv) Not material
ESRS E1-1 Transition plan for achieving climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/1119, Article 2 paragraph 1 Not material
ESRS E1-1 Excluded businesses from Paris Agreement-aligned reference indicators paragraph 16 item (z) Commission Delegated Regulation (EU) 2020/1818, Article 12 paragraph 1 items (d) to (z) and Article 12 paragraph 2 Not material
ESRS E1-4 Greenhouse gas (GHG) emissions reduction targets paragraph 34 Commission Delegated Regulation (EU) 2020/1818, Article 6 Material
ESRS E1-6 Scope 1, 2, 3 of mixed emissions and total GHG emissions paragraph 44 Commission Delegated Regulation (EU) 2020/1818, Article 5 paragraph 1, Article 6 and Article 8 paragraph 1 Not material
ESRS E1-6 Intensity of mixed GHG emissions paragraphs 53 to 55 Commission Delegated Regulation (EU) 2020/1818, Article 8 paragraph 1 Not material
ESRS E1-7 GHG absorptions and carbon credits paragraph 56 Regulation (EU) 2021/1119, Article 2 paragraph 1 Not material
ESRS E1-9 Portfolio exposure to climate-related opportunities paragraph 69 Commission Delegated Regulation (EU) 2020/1818, Annex II Not material
ESRS S1-1 Due diligence policies in relation to matters addressed by the fundamental Conventions of the International Labour Organization (ILO) 1 to 8, paragraph 21 Commission Delegated Regulation (EU) 2020/1816, Annex II Material
ESRS S1-14 Number of fatalities and number and rate of work-related accidents, paragraph 88, points (b) and (c) Commission Delegated Regulation (EU) 2020/1816, Annex II Material

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Disclosure requirement and relevant data point Reference to the corresponding EU legislation Materiality assessment result
ESR S1-17 Non-compliance with the United Nations Guiding Principles on Business and Human Rights and OECD paragraph 104 item (a) Commission Delegated Regulation (EU) 2020/1816, Annex II, Commission Delegated Regulation (EU) 2020/1818, Article 12 paragraph 1 Material
ESR S2-1 Non-compliance with the United Nations Guiding Principles on Business and Human Rights and OECD guidelines paragraph 19 Commission Delegated Regulation (EU) 2020/1816, Annex II, Commission Delegated Regulation (EU) 2020/1818, Article 12 paragraph 1 Not material
ESRS S2-1 Due diligence policies in relation to matters addressed by the fundamental Conventions of the International Labour Organization (ILO) 1 to 8, paragraph 19 Commission Delegated Regulation (EU) 2020/1816, Annex II Not material
ESRS G1-4 Fines for violations of laws and regulations related to anti-corruption and anti-bribery, paragraph 24, point (a) Commission Delegated Regulation (EU) 2020/1816, Annex II Not material

The JUMBO's sustainability report fully complies with the disclosure requirements set by the ESRS standards. Based on the Double Materiality process, significant impacts, risks, and opportunities related to sustainability are identified, and the corresponding disclosure requirements are determined. This process reflects JUMBO's commitment to focus on areas that have the greatest influence and importance for stakeholders and its business operations. Regarding the Double Materiality process, the following topics were not highlighted as material for JUMBO's operations and value chain, and therefore do not require disclosure according to the respective thematic standards: ESRS E2 - Pollution, E3 - Water and Marine Resources, ESRS E4 - Biodiversity and ecosystems and ESRS S2 - Workers in the value chain.

Below is the Table that records data derived from other European Union legislation, as described in Annex B of ESRS 2. The Table includes references from the sustainability statement, as well as topics that JUMBO assessed as "non-material" according to ESRS 1, paragraph 35. The information to be disclosed regarding impacts, risks, and opportunities must incorporate the boundaries and criteria set out in ESRS 1, section 3.2 - Significant Issues and Materiality of Information. In cases where a policy or action affects multiple sustainability issues, such as climate change or working conditions, the framework's guidelines for reporting these issues must be strictly followed. For full compliance with the ESRS, the list of Disclosure Requirements followed during the preparation of the sustainability statement is presented below.

ESRS disclosure requirements Section/report
BP-1 General basis for the preparation of the sustainability statement General Disclosures [BP-1]
BP-2 Disclosures in relation to specific circumstances Disclosures related to specific circumstances [BP-2]
GOV-1 The role of administrative, management, and supervisory bodies The role of administrative, management, and supervisory bodies [GOV-1]
GOV-2 Information provided to the administrative, management, and supervisory bodies of the enterprise and sustainability issues examined by them Information provided to, and sustainability matters addressed by, the administrative, management and supervisory bodies of the undertaking [GOV-2]
GOV-3 Integration of sustainability-related performance into incentive systems Integration of sustainability-related performance into incentive systems [GOV-3]
GOV-4 Statement on due diligence Statement on due diligence [GOV-4]
GOV-5 Risk management and internal controls for sustainability reporting Risk management and internal controls related to sustainability reporting [GOV-5]
SBM-1 Strategy, business model, and value chain Strategy, business model and value chain

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ESRS disclosure requirements Section/report
[SBM-1] Interests and views of stakeholders
[SBM-2] Interests and views of stakeholders
[SBM-3] Significant impacts, risks, and opportunities and their interaction with the strategy and business model
[IRO-1] Description of the process for identifying and assessing material impacts, risks, and opportunities
[IRO-2] Disclosure requirements in the ESRS covered by the company's sustainability statement
E1.GOV-3 Integration of sustainability-related performance into incentive systems Our Approach
E1-1 Transition plan for climate change mitigation Our Approach
E1.SBM-3 Significant impacts, risks, and opportunities and their interaction with the strategy and business model Our Approach
E1.IRO-1 Description of the processes for identifying and assessing significant impacts, risks, and opportunities related to climate Our Approach
E1-2 Policies related to climate change mitigation and adaptation Our Approach
E1-3 Actions and resources in relation to climate change policies Goals and actions
E1-4 Goals related to climate change mitigation and adaptation Goals and actions
E1-5 Energy consumption and mix Energy and GHG Emissions
E1-6 Gross scopes 1, 2, 3 and Total greenhouse gas emissions Energy and GHG Emissions
E5.IRO-1 Description of the processes for identifying and assessing the use of material resources and the impacts, risks, and opportunities related to the circular economy Waste Management
E5-5 Resource outflows Actions Waste
S1.SBM-2 Interests and views of stakeholders Our Approach
S1.SBM-3 Significant impacts, risks, and opportunities and their interaction with the strategy and business model Our Approach
S1-1 Policies related to the workforce Our Approach
S1-2 Procedures for engaging the Company's workforce and employee representatives regarding impacts Our Approach
S1-3 Procedures for remedying negative impacts and channels for the Company's workforce to express their concerns Actions and Goals
S1-4 Taking action regarding significant impacts on the Company's workforce, and approaches for managing significant risks and pursuing significant opportunities related to the Company's workforce and the effectiveness of such actions Employee Talent Management (Recruitment & Retention)
S1-6 Characteristics of the enterprise's employees Employee Talent Management (Recruitment & Retention)
S1-8 Coverage of collective bargaining and social dialogue Diversity and Inclusion of Human Resources
S1-9 Diversity measurements Diversity and Inclusion of Human Resources
S1-12 Persons with disabilities Diversity and Inclusion of Human Resources
S1-13 Education and skills development measurements Diversity and Inclusion of Human Resources
S1-14 Health and safety measurements Diversity and Inclusion of Human Resources
S3.SBM-2 Interests and views of stakeholders Job creation and economic growth
S3.SBM-3 Significant impacts, risks, and opportunities and their interaction with the strategy and business model Job creation and economic growth
S3-1 Policies related to affected communities Job creation and economic growth
S3-2 Procedures for collaborating with affected communities regarding impacts Job creation and economic growth
S3-3 Procedures for remedying negative impacts and channels for affected communities to submit concerns Job creation and economic growth
S3-4 Taking action regarding significant impacts on affected communities and approaches for managing significant risks and leveraging significant opportunities in relation to affected communities and the effectiveness of these actions JUMBO's collaboration with local communities
S3-5 Goals related to managing significant negative impacts, promoting positive impacts, and managing significant risks and opportunities JUMBO's collaboration with local communities
S4.SBM-2 Interests and views of stakeholders Our Approach
S4.SBM-3 Significant impacts, risks, and opportunities and their interaction with the strategy and business model Our Approach
S4-1 Policies concerning consumers and end-users Our Approach
S4-2 Procedures for collaborating with consumers and end-users regarding impacts Our Approach
S4-3 Procedures for remedying negative impacts and channels for consumers and end-users to express their concerns Our Approach
S4-4 Taking action regarding significant impacts on consumers and end-users, and approaches for managing significant risks and pursuing significant opportunities related to consumers and end-users, as well as the effectiveness of such actions Health and safety of customers Affordable access to the market for everyone
S4-5 Objectives related to managing significant negative impacts, promoting positive impacts, and managing significant risks and opportunities Health and safety of customers Affordable access to the market for everyone
G1.GOV-1 The role of administrative, supervisory, and management bodies The role of administrative, management, and supervisory bodies
G1.IRO-1 Description of processes for identifying and assessing significant impacts, risks, and opportunities Description of procedures for identifying and assessing significant impacts, risks, and opportunities
G1-1 Business conduct policies and corporate culture Management of impacts, risks and opportunities
G1-2 Management of supplier relationships Management of impacts, risks and opportunities
G1-3 Prevention and detection of corruption and bribery Business conduct policies and business mindset
G1-4 Confirmed incidents of corruption or bribery Management of supplier relationships
G1-5 Political influence and lobbying activities Business conduct policies and business mindset
G1-6 Payment practices Management of supplier relationships

100 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Disclosures related to Article 8 of the Taxonomy Regulation

The European Taxonomy is a dynamic framework that sets the criteria for environmentally sustainable economic activities. The Group systematically monitors developments in the regulatory framework, including recent amendments introduced by the Delegated Authorization Regulation (EU) 2026/73, to ensure transparency and compliance of its disclosures. Based on the current assessment and interpretation of the Delegated Regulations (EU) 2021/2139 and (EU) 2023/2486, the main retail activities in which the Group operates are not currently included as eligible activities under the Taxonomy. Additionally, for the fiscal year 2025, the Group did not incur expenses that fall under secondary eligible activities, in contrast to the fiscal year 2024, where the Group had recognized eligibility (3% of capital expenditures) for the activity "7.6 - Installation, maintenance, and repair of renewable energy technologies."

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Consequently, the key performance indicators (KPIs) for Turnover, Capital Expenditures (CapEx), and Operating Expenditures (OpEx) related to eligible activities amount to 0%. As the KPIs of the Group amount to 0%, the completion of the detailed disclosure tables provided in Annex II of the Delegated Regulation (EU) 2021/2178 has been omitted. It is noted also, that the operating expenses, as defined by the Taxonomy Regulation (e.g., R&D and maintenance expenses), were deemed irrelevant to the Group's activities. Therefore, in applying the principle of materiality, the ratio is considered zero, and no analysis of the denominator is provided. The Group remains committed to monitoring future expansions of the Taxonomy that may include additional sectors.

KPIs of the European Taxonomy Fiscal year 2025

KPIs Total Percentage of Taxonomy-eligible activities Percentage of Taxonomy-aligned activities Percentage of activities considered not aligned Percentage of Non-evaluated activities
% % % %
Turnover 1.232.904.830 0% 0 0% 0%
Capital expenditures 38.377.195 0% 0 0% 0%
Operating expenses - 0% 0 0% 0%

Environment

Our Approach

With a long-standing presence in both the Greek market and in Cyprus, Romania, and Bulgaria, the Group places particular emphasis on monitoring and reducing the environmental impacts associated with its operations. Through targeted actions and measures, it seeks continuous improvement of its environmental performance, risk. In 2025, the Group proceeded with a review of the double materiality analysis and concluded that the material impacts, dependencies, risks, and opportunities related to environmental issues Group proposed by ESRS remain the same as those identified during the initial analysis in 2024, both in its activities and in the value chain. This process also contributed to assessing the resilience of business model of the Group and identifying the actions required to ensure its sustainability. In this context, the Adaptation and Mitigation of Climate Change, Energy, and Waste have been recognized, as the most significant environmental issues for the Group. The issues and related impacts, risks, and opportunities are presented in detail in the following table.

In the context of recognizing the impacts of climate change, the Group proceeded with an assessment of the resilience of the business model against related risks and opportunities. The analysis concerned all activities and facilities has been conducted in Greece, while factors related to the broader value chain were also considered. In the context of the analysis, chronic and acute physical risks, as well as transitional risks and opportunities, were identified and assessed, with particular emphasis on those evaluated as significant for the operation, financial performance, and long-term sustainability of the Group.The main categories of physical and transitional risks/opportunities examined are summarized below:

Acute and chronic physical risks concerning:
■ Temperature
■ Water
■ Wind
■ Solid matter

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Transitional risks and opportunities concerning:
■ Political/legal issues
■ Technology
■ Market changes
■ Reputation

For the assessment of physical risks, climate scenarios from the European Centre for Medium-Range Weather Forecasts (ECMWF) were used, utilizing climate data from simulation ensembles based on the framework of regional climate models EURO-CORDEX 11. Similarly, for the analysis of transitional risks and opportunities, scenarios from the Network for Greening the Financial System (NGFS) were used through data analysis from models for Greece. Specifically, the scenarios examined, RCP 2.6, RCP 4.5, 3 and RCP 8.52, and their key assumptions for physical and transitional risks are presented below.

Scenario Description Climate Impact Socioeconomic characteristics
RCP2.6 Net Zero Scenario Emissions aiming to limit warming below 1.5°C by 2100. Low ■ Intensification of transition risks and emergence of new opportunities due to stricter regulatory framework and increased stakeholder expectations. ■ Increased investment and operational requirements, with a corresponding increase in operating costs. ■ Zero CO2 emissions by 2050. ■ Rise in liquid fuel prices, with a direct impact on operating costs. ■ Acceleration of the development and adoption of Renewable Energy Sources (RES) technologies.
RCP 4.5 Intermediate Scenario Emissions peak mid-century and then stabilize at levels approximately 2.5-3°C above pre-industrial levels. Moderate ■ Transition risks are estimated to remain relatively limited. ■ Natural risks are estimated to range from moderate to high. ■ Continuation of existing social, economic, and technological trends throughout the 21st century. ■ Mitigation measures focus primarily on improving energy efficiency, developing Renewable Energy Sources (RES), and implementing Carbon Capture and Storage (CCS) technologies.
RCP 8.5 Hot House World Scenario Greenhouse gas emissions continue to rise until around 2080, with global temperature rise reaching close to 3°C by 2100. High ■ Physical and material risks escalate significantly. More frequent and intense extreme weather events, with increased material damages and greater pressure on critical natural resources. ■ Strong dependence on fossil fuels, energy-intensive development, and lack of substantial climate policy. ■ Energy prices remain at levels similar to current ones. ■ Renewable Energy Sources (RES) maintain a limited share in the energy mix.

2 Where RCP: Representative Concentration Pathways.
3 In the coming years, it will be assessed whether the scenarios used for the preparation of the Sustainability Report and the coverage of ESRS requirements can be integrated into the assumptions of the financial statements.

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The assessment of climate risks and opportunities is conducted over time horizons exceeding five years, particularly due to the long-term nature of physical risks. The determination of relevant time horizons takes into account the asset lifecycle, as well as the characteristics of the Group's business model and operations. In this context, the aforementioned scenarios were evaluated based on the following time horizons:

Short-term Medium-term Long-term
0 – 1 years 2-5 years 5 years (until 2050)

For the assessment of the sensitivity of the Group's business model and facilities, the following steps were undertaken:
i. Conducting industry analysis and literature research, aiming to identify the risks and opportunities that may affect the Group's activity and business model.
ii. Collection and analysis of relevant financial data, with the purpose of estimating the potential extent of financial impacts in conjunction with relevant data such as greenhouse gas emissions, energy consumption, and compliance costs.

The assessment of the probability of the Group's facilities being exposed to risks and opportunities that related to climate change was conducted through statistical analysis of the three aforementioned climate scenarios, which were examined over short-term, medium-term, and long-term horizons. The evaluation considered both the intensity and the duration of the relevant changes. Additionally, to assess the potential magnitude of financial impacts that may arise from physical and transitional risks, as well as from related opportunities, the potential impact of each factor on the Group's operational continuity, financial performance, employee health and safety, reputation, as well as impacts on the environment, society, and culture was evaluated.

The final score of each risk and opportunity resulted from the product of the probability of occurrence and the magnitude of the impact. The results of the Resilience Analysis are presented in the following tables.

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Physical Risks More Intense in the Hot House World Scenario

Results Title Description Short-term Medium-term Long-term
The more frequent and intense occurrence of heatwaves The more frequent and intense occurrence of heatwaves may cause temporary operational disruptions in the Group's stores and warehouses, burden equipment operation, and create delays in the supply chain, especially during the transport and distribution of products. At the same time, extreme thermal conditions may affect the health and safety of employees, as well as their efficiency, impacting overall business continuity and customer service quality. Very Low Very Low High
Floods Severe storms and floods may increase the risk of damage to the Group's facilities, leading to operational interruptions and increased restoration and maintenance costs. The impacts may concern building infrastructure, storage areas, and technical systems, leading to temporary operational interruptions and the potential need for extensive restoration work. At the same time, additional preventive protection and reinforcement measures for the facilities may be required, increasing capital and operational expenses and affecting the Group's long-term business continuity. Medium High High

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Transition Risks More Intense in the Net Zero Scenario

Results Title Description Short-term Medium-term Long-term
Stricter regulatory requirements regarding the management and limitation of greenhouse gas emissions The tightening of regulatory requirements regarding the management, monitoring, and limitation of greenhouse gas emissions may entail additional compliance costs for the Group. The need to adapt to the evolving regulatory framework may require investments in new technologies, monitoring and reporting processes, as well as the implementation of emission reduction measures. As a result, additional operational or investment expenses may arise, affecting the Group's overall operating costs. Low High Very High
The implementation of cross-border carbon adjustment policies The implementation of cross-border carbon adjustment policies may lead to additional expenses for the Group, with potential impacts on its financial results. Specifically, the imposition of such mechanisms may increase the cost of importing products or raw materials from countries with lower environmental standards (e.g., through tariffs or fees imposed on products with a high carbon footprint). These developments may affect the Group's overall operating costs and profit margins. Very Low Medium High
Price increases in raw materials, combined with the growing demand for sustainable and recyclable materials Price increases in raw materials, combined with the growing demand for sustainable and recyclable materials and the requirements for incorporating recycled content into products, may lead to an increase in the cost of procuring products and materials for the Group. These developments may affect material procurement costs from suppliers and, consequently, the overall operating costs and profit margins of the Group. Medium High Very High

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Opportunities More Intense in the Net Zero Scenario

Results Title Description Short-term Medium-term Long-term
Utilization of renewable energy sources aiming to reduce energy costs and enhance its economic performance The development of renewable energy sources, such as the installation of photovoltaic systems in owned stores, warehouses, and other facilities of the Group, represents a significant opportunity to reduce dependency on the grid and limit energy costs. Self-generation of energy can enhance the Group's energy autonomy, contribute to the stabilization of operational expenses, and, where the regulatory framework allows, create additional economic benefits through the utilization of surplus production. Very Low Medium High

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According to the assessment results, significant physical risks are expected to intensify in the long-term, with the highest level of exposure recorded in the Hot-house World scenario. Particularly, heatwaves and floods were assessed as the most significant risks for the Group, as they may cause operational disruptions and significant financial impacts, affecting the operation of infrastructure and facilities, as well as the productivity of human resources.

At the same time, the most significant transitional risks emerge in the scenario Net Zero, where there is increasing intensity over time and more pronounced manifestation in the long-term horizon. Specifically, the tightening of regulatory requirements for the management and reduction of greenhouse gas emissions, the implementation of cross-border carbon adjustment policies, as well as price increases in raw materials, combined with the growing demand for sustainable and recyclable materials and the requirements for incorporating recycled content in products, may lead to an increase in operational costs and affect the Group's profit margins.

Simultaneously, in the same scenario (Net Zero) and in the long- term horizon, significant opportunities emerge, such as sustainable resource management and the adoption of low environmental footprint technologies, including the utilization of renewable energy sources. These initiatives can contribute to reducing the environmental footprint and operational costs, while simultaneously enhancing the Group's profitability, reputation, and competitiveness.

The results of the analysis are utilized by the Group to adjust its strategic and operational planning, aiming for more effective preparation against the impacts of climate change. The management of physical risks focuses mainly on fortifying infrastructure and implementing preventive measures, while transitional risks are addressed through continuous monitoring of regulatory developments and the gradual integration of sustainable practices into the Group's operations. Based on the above, it is estimated that the Group has the appropriate processes to address the related challenges, while also contributing to the enhancement of its long-term sustainability and reliability.

Sustainability issue Sustainability sub-issue Impact IRO categorization Description
Climate change Addressing the physical impacts of climate change Potential negative impact, risk Heatwaves and floods are the most significant natural risks for the Group in the context of climate change. These phenomena can disrupt operations, the value chain, and business continuity, while also potentially causing damage to assets. Additionally, the price increases in raw materials, combined with the growing demand for sustainable and recyclable materials and the requirements for incorporating recycled content in products, may increase the cost of material procurement and affect the Group's operating costs. Therefore, taking appropriate measures to address the above risks and challenges becomes necessary. (ESRS E1)
Climate Change Greenhouse Gas Emissions Existing negative impact, risk Greenhouse gas emissions are the greatest impact the Group has on the climate while at the same time, the group is exposed to financial risks. These risks may arise from stricter regulatory requirements regarding the management of GHG emissions, as well as from the implementation of cross-border carbon adjustment policies, a fact that may lead to increased expenses and additional financial burdens for the Group.
Energy Energy use in the facilities Existing negative impact, risk Energy use in Group’s facilities is assessed as a negative impact and existing risk, as energy demand contributes to indirect emissions of category 2 & 3. Simultaneously, the significant fluctuations in energy prices constitute a financial risk, due to the increase in operational expenses of the Group. This specific impact and the related risk primarily concern the operational activities of the Group.

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Sustainability issue Sustainability sub-issue Impact IRO categorization Description
Energy Development and use of Renewable Energy Sources Existing positive impact, opportunity Renewable energy development initiatives as well as the adoption of low environmental footprint technologies, are assessed as an existing positive impact and opportunity for the Group, as the related investments enhance the energy efficiency of its facilities. At the same time, further expansion of investments in RES offers additional economic benefits and contributes to the improvement of key performance indicators, in alignment with the requirements of the current legislation.
Waste Waste from the facilities Existing negative impact, risk Waste production from the facilities is assessed as an existing negative impact, as their production and inadequate management may affect the environment, due to increased production amounts of waste ending up in landfills and the non-ethical use of resources in general. Additionally, a potential tightening of legislation on waste management may bring significant legal compliance costs for the Group. (E5 – Circular Economy)

Recognizing the importance of sustainability, the Group has established a comprehensive Sustainability Policy, which sets out the key principles it follows for environmental protection. The main elements of the policy are presented in the table below.

Sustainability Policy

The Group is committed through the Sustainability Policy to recognize and address the impacts, risks, and opportunities related to environmental aspects. More specifically, the Group is committed to:
* Monitor its environmental targets for the mitigation of impacts and adjustment to climate change.
* Improve its environmental and energy performance through energy efficiency measures and the development of renewable energy sources.
* The reduction and rational management of its waste.

Application Scope The policy applies to all subsidiaries and facilities under the management of the Group⁴.
Policy Implementation Supervisor The senior management responsible for the implementation of the policy is the management of each company of the Group.
Assurance Standards and Initiatives SDG 7, 8, 13
Stakeholders The interests and expectations of stakeholders are taken into account during the assessment of double materiality where the need for changes in established policies can be recognized. In this context, the policy was renewed at the beginning of 2025 to comply with the requirements of the ESRS.
Availability The Policy is available to all interested parties on Group’s website

⁴ The Group has not yet linked the Remuneration Policy of management executives with the achievement of climate targets for mitigating climate change.

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Climate Change

Climate change constitutes a global challenge affecting all business sectors, prompting companies to integrate sustainable practices into their operations. In this context, the JUMBO Group implements measures aimed at reducing its energy consumption and carbon footprint, while contributing to national and European decarbonisation targets.

Goals and Actions

The Group has recognized that electricity consumption at its facilities represents the largest part of its energy footprint. Furthermore, Scope 2 emissions resulting from electricity consumption from the grid also constitute the largest part of the carbon footprint of its own activities. In this context, the Group is taking measures to improve the energy efficiency of its buildings as well as to increase the share of RES in its energy mix, aiming to reduce greenhouse gas emissions.

Specifically, the Group has already proceeded with the installation of additional photovoltaic net metering systems at its facilities in Greece, Romania and Cyprus, effectively reducing its impact on the Climate and actively contributing to national decarbonization targets as part of the surplus energy is sold to the grid.

During 2025 the Group installed 1.612,5 kWp photovoltaic systems with net metering at its facilities in Romania which had been reported during the previous fiscal year. The reduction of emissions from the photovoltaic systems installed in 2025 is expected to be close to 491 tons CO2e. Additionally, within 2026 The Group has applied for the installation of 2.175,6 kWp at its facilities in Greece.

For these 5 specific actions, the Group through a planned budget has allocated capital expenditures amounting to 835 thousand € for 2025 and 1,136.2 thousand € by 2027.

Results of Development and Use of Renewable Energy Sources Actions

5 The activity of the JUMBO is not eligible according to the legislation of the Taxonomy 2020/852.Therefore, the spending plans are not related to the legislation and the relevant indicators mentioned in 2021/2178. All amounts are included in this year's expense tables, as presented in the financial statements.

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Objectives

In the previous financial year, the Group set a target to reduce Scope 2 greenhouse gas emissions, both on a market-based and location-based basis, by 7,5% by 2030, using 2024 as the base year. In addition, for its operations in Greece, the Group has committed to a 20% reduction in emissions by 2030, using 2023 as the base year. In order to achieve the above targets, the Group had planned to expand the use of Renewable Energy Sources within its energy mix, thereby ensuring more effective management of impacts, risks and opportunities related to Climate Change, as well as compliance with the commitments arising from its 6 Sustainability Policy. These specific targets have been set taking into account national and European decarbonization targets, 7 as well as the planned photovoltaic installation projects. Their quantification was based on techno-economic studies relating to new photovoltaic installations, as well as the performance of existing systems. The base years used reflect the Group’s financial growth and have not been affected by extraordinary conditions such as the pandemic. The differentiation between the base years for the Group’s total operations and for Greece aims to ensure data comparability, given the Group’s significant international expansion in recent years, including the installation of new photovoltaic systems and the operation of new stores.

Through the actions it continues to implement, by 2025 the Group managed to achieve a 43% reduction in its Scope 2 Market-based emissions in Greece and 16% at Group level. The Group's performance is presented on the table below.

Description Base Year Reference Year Performance
Scope 2 Market-Based Emissions - Greece (tnCO2e) (Base year 2023) 17.444 9.940,30 -43%
Scope 2 Market-Based Emissions - Group (tnCO2e) (Base year 2024) 27.506,96 23.134,47 -16%
Scope 2 Emissions Based on Location - Group (tnCO2e) (Base year 2024) 33.091,02 26.311,73 -20%

Based on the Group's performance for the year 2025, the goals set in the previous financial year have already been achieved. Taking into account the performance as well as the already planned measures the Group in the current financial year does not deem it necessary to establish a climate transition plan. In 8 subsequent financial years, the Group will assess the possibility of setting new goals or actions Energy.

6 The Group followed the same approach, methodology, and delineation for determining GHG emissions and setting related reduction targets. In setting these targets, no scientific study was conducted to assess their alignment with the 1,5°C global warming limit, and no scenario analysis was performed.
7 The Group's consumption as well as the emission intensity of the energy mix was considered to remain stable.
8 The Group has not proceeded with the purchase of carbon credits, nor has it implemented an internal carbon pricing mechanism.

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Energy & GHG Emissions

The Group’s total energy production in 2025 amounted to 11.990.223MWh, of which 8.839.631MWh were 9 consumed by its facilities and relate to energy generated from the Company’s photovoltaic systems. The Group’s energy consumption includes both thermal and electrical energy. Thermal energy is primarily derived from the use of oil, while the electrical energy covers heating, cooling and other operational needs. Total energy consumption is presented in the table below.

Energy consumption and mix Unit of Measurement 2025 2024
(1) Fuel consumption from coal and coal products MWh 0,00 0,00
(2) Fuel consumption from crude oil and oil products MWh 3.473,78 3.506,27
(3) Fuel consumption from natural gas MWh 0,00 0,00
(4) Fuel consumption from other fossil sources MWh 0,00 0,00
(5) Consumption of electricity, heat, steam, and cooling purchased or acquired from fossil sources MWh 36.744,23 40.691,80
(6) Total energy consumption from fossil sources MWh 40.218,01 44.198,07
Share of fossil sources in total energy consumption % 45,16% 49,00%
(7) Consumption from nuclear sources MWh 10.707,25 10.100,68
Share of consumption from nuclear sources in total energy consumption % 12,02% 11,20%
(8) Fuel consumption for renewable sources, including biomass (etc.) MWh 0,00 0,00
(9) Consumption of electricity, heat, steam, and cooling purchased or acquired from renewable sources MWh 29.289,61 27.614,03
(10) Consumption of self-generated energy from renewable sources not as fuels MWh 8.839,63 8.293,55
(11) Share of renewable sources in total energy consumption MWh 38.129,24 35.907,58
Share of renewable sources in total energy consumption % 43% 39,81%
Total energy consumption MWh 89.054,50 90.206,33
Specific Energy Consumption MWh/million € 72,23 78,45
Percentage of Electricity % 96,1% 96,1%

For the conversion of fuel consumption into energy units, the most recent coefficients recommended by the Greek Ministry of Environment and Energy under the framework of the Climate Law have been used. The turnover used for the calculation of energy intensity is the same as that reported in the financial statements, as the entirety of the Group’s activities relates to retail and wholesale trade, both of which fall under sectors with a high climate impact. The allocation of purchased electricity by source (nuclear, renewable and fossil) is carried out in accordance with residual energy mixes, applying the same approach as for Scope 2 emissions (market-based). The Group complies with the requirements of the Greek National Climate Law (4936/2022) and since 2023, has been quantifying its Scope 1 and Scope 2 greenhouse gas emissions in accordance with the GHG Protocol and the guidelines of the Ministry of Environment and Energy. In line with its legal obligations, all activity data relating to energy consumption and refrigerants, as well as the resulting Scope 1 and 10 Scope 2 emissions, are verified by an independent external assurance party, and the relevant report is submitted to the Ministry’s designated platform.

In 2025, the Group calculated the indirect greenhouse gas emissions (Scope 3) arising from both upstream and downstream activities of the value chain, in accordance with the GHG Protocol criteria. In this context, an assessment of all categories of Scope 3 was conducted, from which categories 1 to 7, as well as

9 Energy generation from backup generators is significantly lower and considered immaterial. Nevertheless, the corresponding fuel quantities are included in both energy consumption and greenhouse gas (GHG) emissions.
10 The assurance process has not yet been completed for the 2025 data, as the relevant emission factors under the National Climate Law have not yet been published by the Ministry. Furthermore, the assurance does not cover Scope 3 emissions and applies exclusively to JUMBO’s operations in Greece.

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categories 9, 11, 12, and 14 were identified as material and relevant to the nature of the Group's activities. Simultaneously, an industry analysis was conducted with a comparative review of peer companies was conducted. The total emissions for 2024 and 2025 are presented in the table that is following by.

Greenhouse Gas Emissions Unit of Measurement 2025 2024
Scope 1 Greenhouse Gas Emissions Gross greenhouse gas emissions tCO2eq 5.702,86 2.654,44
Scope 1 Percentage of Scope 1 Greenhouse Gas Emissions from regulated emissions trading systems % 0,00% 0,00%
Allocation of Scope 1 Greenhouse Gas Emissions
Direct Emissions from stationary combustion tCO2eq 685,96 672,95
Direct Emissions from mobile combustion tCO2eq 208,91 209,87
Direct diffuse emissions originating from the release of GHGs in anthropogenic systems tCO2eq 4.807,99 1.771,62
Biogenic Emissions Scope 1 tCO2eq 25,22 51,50
Greenhouse gas emissions Scope 2
Gross greenhouse gas emissions Scope 2 (Location-based) tCO2eq 26.311,73 33.091,02
Gross greenhouse gas emissions Scope 2 (Market-based) tCO2eq 23.134,47 27.506,96
Significant greenhouse gas emissions Scope 2
Total gross indirect greenhouse gas emissions (Scope 3) tCO2eq 1.717.454,96 15.589,04
1 Purchases of goods and services tCO2eq 733.162,26 -
2 Capital goods tCO2eq 42.685,12 -
3 Fuel- and energy-related activities (not included in Scope 1 or Scope 2) tCO2eq 7.717,40 8.198,50
4 Upstream transportation and distribution tCO2eq 35.312,85 -
5 Waste generated in operations tCO2eq 60,60 38,47
6 Business travel tCO2eq 1.540,08 488,15
7 Employee commuting tCO2eq 1.170,76 -
8 Upstream leased assets tCO2eq - -
9 Downstream transportation tCO2eq 22.184,22 -
10 Processing of sold products tCO2eq - -
11 Use of sold products tCO2eq 831.443,44 -
12 End-of-life treatment of sold products tCO2eq 35.392,28 -
13 Downstream leased assets tCO2eq 62,15 -
14 Franchises tCO2eq 6.723,79 6.863,93
15 Investments tCO2eq - -
Total greenhouse gas emissions
Total greenhouse gas emissions (location-based) tCO2eq 1.749.469,55 51.334,51

113 JUMBO GROUP S.A.# Annual Report for the financial year 01.01.2025-31.12.2025

Unit of Greenhouse Gas Emissions Measurement 2025 2024
Total greenhouse gas emissions (market-based) tCO2eq 1.746.292,29 45.750,45
Specific Greenhouse Gas Emissions Location-based tCO2eq/million € 1.418,98 44,64
Specific Greenhouse Gas Emissions Market-based tCO2eq/million € 1.416,40 39,79

Emissions have been consolidated using the operational control approach, including all facilities controlled by the JUMBO Group. On 24 October 2025, the Group completed the acquisition of 100% of “HERALD ELLAS SINGLE MEMBER S.A. REAL ESTATE DEVELOPMENT AND SERVICES 2” (HERALD 2), owner of the VESO MARE shopping centre on Akti Dymaion in Patras, where Jumbo already operates a store. This subsidiary has been included in the calculation of Scope 2 and Scope 3 emissions. Scope 1 emissions have been calculated using emission factors provided by the Greek Ministry of Environment and Energy under the National Climate Law framework. For Greece, Scope 2 emissions (location-based) have been calculated using the country’s residual energy mix, while market-based emissions have been calculated using the residual mix of the respective electricity supplier. In both cases, CH₄ and N₂O emission factors provided by the Greek Ministry of Environment and Energy have been applied. For other countries, residual mix emission factors from the Association of Issuing Bodies (AIB) have been used for both approaches. For Scope 3 emission categories 3 and 5, activity data were used as follows: energy consumption and waste generation data were used for categories 3 and 5, respectively; spend-based data were applied for categories 1, 2 and 9; distance-based data were used for business travel (category 6), while accommodation-related emissions were estimated based on expenditure. For category 4, tonne-kilometres for purchased goods were calculated in combination with upstream transportation costs. For category 7, literature-based assumptions on commuting distances were used alongside employee numbers. For categories 11 and 12, literature-based data on energy use and end-of-life treatment of products were combined with the number of items sold. Finally, for category 14, store energy consumption data were extrapolated to franchise stores based on their floor area (m²). Emission factors from internationally recognised sources, including OECD, DEFRA, CEDA and BEIS, were used to convert activity data into greenhouse gas emissions. It is noted that no primary data from value chain partners were used for any Scope 3 emission categories. Global warming potential (GWP) factors are based on the Greek Ministry of Environment and Energy guidelines under the National Climate Law framework. Scope 1 biogenic emissions arise from the biogenic carbon content of transport fuels, in accordance with applicable legislation (Ministerial Decision YPEN/DAPEEK/28426/1077/2020, Government Gazette 1248B/16.04.2020, and Law 4602/2019, Government Gazette 45A/2019). No other sources of biogenic emissions have been identified under Scope 2 and Scope 3. The Group does not use Guarantees of Origin or similar contractual instruments. The revenue used for the calculation of emissions intensity is consistent with that reported in the financial statements. Emissions intensity for Scope 1 (4,63 tCO2eq/mil.€), Scope 2 market-based (18,76 tCO2eq/mil.€), Scope 2 location-based (21,34 tCO2eq/mil.€) and Scope 3 (1.393,02 tCO2eq/mil.€)) has been calculated using a consistent methodology.

Waste Management

Within the framework of the double materiality assessment, the Group has identified waste management as a material topic for its operations, taking into account stakeholder perspectives and assessing its assets, business activities and value chain. The Group implements sound waste management practices, aiming to reduce the quantities directed to final disposal. In doing so, it mitigates potential environmental impacts and reduces risks that may arise from the possible tightening of relevant legislation.

Actions

The Group strives to separate all waste generated within its facilities in order to minimize the quantities destined for disposal. For this process, the Group collaborates with certified partners who ensure the proper management of all waste produced, using the best available techniques for reuse and recycling of 11 widely used devices and materials (e.g., paper, plastic, etc.) . Through the continuous and efficient management of waste and its diversion from landfill disposal, potential impacts such as soil and groundwater pollution, odour emissions and associated risks to public health and the quality of life of local communities are mitigated. At the same time, the Group fully complies with its regulatory obligations by annually reporting the quantities of waste generated to the relevant Electronic Waste Registries for all facilities subject to such requirements. Within the framework of waste management, the Group makes payments to approved service providers in accordance with the agreements in place. Due to the confidentiality of these agreements, the exact amounts relating to the corresponding operating expenses cannot be disclosed.

Waste

The waste generated by The Group mainly consists of packaging waste, including cardboard or paper and other materials used for product transportation, such as wood. The Group’s daily operations also 11 generate smaller quantities of hazardous waste, such as WEEE (Waste Electrical and Electronic Equipment), batteries, or light bulbs. Finally, the Group does not produce radioactive waste. The Group's waste flows are depicted in the table below.

Waste Unit of Measurement 2025 2024
Paper tn 11.325,2 4.555,50
WEEE tn 619,3 616,45
Plastics tn 253,6 236,26
Wood tn 572,2 453,25
Batteries tn 64,1 87,99
Lamps tn 17,2 45,69
Glass tn 1,5 1,43
Metals tn 16,1 5,73
Mixed Municipal Waste tn 0,0 0,10

All data were collected based on the delivery notes and the documents provided by certified partners, 12 thus ensuring reliability and accuracy of data . Waste management as defined by the requirements of the ESRS, is presented in the table below:

Management (tn) 2025 2024
Incineration - -
Sanitary Landfill - -
Other Disposal Operations 69,10 -
Total Quantity of Hazardous Waste Destined for Disposal 69,10 0,00
Preparation for Reuse - -
Recycling 631,54 750,13
Other Recovery Operations - -
Total Quantity of Hazardous Waste Diverted from Disposal 631,54 750,13
Total Hazardous Waste 700,64 750,13
Incineration - -
Sanitary Landfill 0,10 -
Other Disposal Operations - -
Total Quantity of Non-Hazardous Waste Destined for Disposal 0,10 -
Preparation for Reuse 236,26 -
Recycling 12.168,51 5.015,91
Other Recovery Operations - -
Total Quantity of Non-Hazardous Waste Diverted from Disposal 12.168,51 5.252,18
Total Non-Hazardous Waste 12.168,51 5.252,27
Total Generated Waste 12.869,15 6.002,40

The majority of the Group's waste is directed towards recycling, as it mainly involves non-hazardous packaging waste. Specifically, in 2025 only 69,1 tons or 0,5% of the total volume of waste was not recycled. 12 Smaller quantities of waste disposed of in municipal bins cannot currently be measured. The Group makes continuous efforts to measure these quantities and report them when deemed possible.

The Group JUMBO, through the above actions and processes, it systematically monitors its performance in relation to the recognized impacts, risks, while over the next financial years, and if deemed necessary, it will consider setting quantitative targets for further improvement of waste management and opportunities.

Water Management

The Group acknowledges the significance of rational water management, as the impacts of climate change will progressively strain water resources in the coming years. As part of its material issues assessment and stakeholder consultation, the Group determined that water consumption at its facilities and within its value chain was not a material issue. Water consumption within the Group is utilized for the needs of all its employees and customers, and no marine resources (e.g., deep-sea minerals, fishing, etc.) are used for JUMBO's business activities. After conducting a thorough analysis and collecting relevant data, it was determined that no business processes or activities at the Group's facilities were identified as having the potential to result in significant environmental impacts on water resources or associated material dependencies and risks for the Group. It is noted that the 2025 data do not include the entirety of the Group’s consumption. However, the excluded consumption is considered immaterial and does not materially affect the overall presentation of the results. The Group will continue to monitor water consumption at its facilities and will reassess the issue if deemed necessary.

Water Use 2025 2024
Water extraction from the water supply network (m³) 156.269,16 169.964,72
Specific Water Consumption (m³/million €) 126,75 147,81

S1 – Local Workforce Our People

For the Group, human resources are the core of the organization, critically contributing to the stable and long-term growth of the Group. Recognizing the significant role of employees, the Group is committed to fostering a safe, inclusive, and meritocratic work environment characterized by respect, integrity, and transparency. Through the establishment of policies, training, and development of human resources, and additional benefits, the Group aims to combine the professional and personal development of employees within an equitable, open, and inclusive work environment.The Group's human resources consist of salaried and non-salaried employees who are employed at the Group's facilities in Greece, Cyprus, Bulgaria, and Romania. Through the reporting channels established by the Group, which are readily available to all employees, the Group seeks to safeguard human rights in all the countries it operates. Simultaneously, by placing specialized partners in each operating country, the Group ensures full compliance with the respective legislative framework. Through the Double Materiality Analysis, the Group has identified potential and/or actual impacts, risks, and opportunities concerning its human resources, as outlined below:

116 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

IRO Type Impact Workforce Diversity and Inclusion Positive Actual Opportunity
Employee talent management Potentially Positive Likely Opportunity (Recruitment & Retention)
Employee training and Potentially Positive Likely Opportunity
Establishment of a certified health Negative Likely Risk and safety framework in the workplace

In order to manage these impacts, risks, and opportunities, through prevention, mitigation, and remediation of actual and potential consequences, addressing risks, and leveraging opportunities, the Group has established a framework of policies and procedures. This framework takes into account the views, needs, and expectations of stakeholders, which are recognized and recorded, allowing the Group to adapt accordingly and set corresponding objectives. The policies aim to enhance the respect and protection of human and labor rights and cover the entire local workforce.

Internal Operating Regulation

Key Content
The Internal Operating Regulation aims to regulate the organization and operation of the Group, including, among other things, provisions for legislative compliance, policies, and binding arrangements regarding the responsibilities of administrative bodies and individual Executive Officers, as well as rules of conduct and ethics. The Regulation aims to ensure business integrity, Management control, particularly concerning the control of decision-making processes, and compliance with legislation.

Scope of Application
The Regulation includes binding principles, rules of conduct, and ethics for the members of the Board of Directors, Heads of Units, Directors, and Heads of Departments and Divisions of the Group, and generally the Group's Personnel connected with it through an employment relationship. The principles of the Operating Regulation also bind the Group's external partners, who provide their services under a contract for independent services or work, given that these concern cooperation based on a special relationship of trust or given that their cooperation agreement with the Group implies that they are explicitly bound by this Regulation.

Responsible for implementation
The Board of Directors of the Group is responsible for the implementation of the Operating Regulation JUMBO.

Third-party standards or initiatives
The present Operating Regulation of the Company (the Regulation) was drafted in accordance with the requirements of article 14 of Law 4706/2020.

Attention to the interests of key stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability of Policy/Regulation
The Operating Regulation is available to all interested parties at the JUMBO Group’s corporate website.

Code of Ethics and Business Conduct

Key Content
The Code expresses the commitment of the JUMBO Group to achieving high standards of business conduct, as well as fair and honest operation and cooperation with shareholders, employees, customers, suppliers, and Public Authorities (Law 4990/2022). The Code summarizes the Group's principles and seeks to establish a framework of rules for the Group's operation where employees perform their duties uninfluenced.

Scope of Application
The Code is applied by the Board of Directors and the entire staff of the Group.

Responsible for implementation
The Group’s Board of Directors is responsible for the implementation of the Code of Ethics and Business Conduct JUMBO.

Attention to the interests of key stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to

117 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

adapt accordingly.

Availability of Policy/Regulation
The Code of Ethics and Business Conduct is available to all interested parties at the JUMBO Group’s corporate website.

Whistleblowing Policy

Key Content
The Whistleblowing Policy ensures the existence of a communication channel between the Group and employees or, in general, any stakeholders connected in any way with the Group for the immediate reporting of potential misconduct or irregularities, ensuring that concerns and resulting complaints are responsibly examined and appropriately investigated, so that reporters do not suffer retaliation and do not fear victimization or adverse discrimination.

Scope of Application
According to the Whistleblowing Policy, reporting persons may include:
(a) Shareholders, executive and non-executive members of the Group’s Board of Directors, as well as other individuals serving on committees or in the Group’s administrative or supervisory bodies.
(b) All employees (current and former), whether employed on a fixed-term or indefinite basis or under any other form of employment or mandate, including seasonal staff, trainees and volunteers (paid or unpaid), who report in good faith unlawful conduct or behaviour in breach of the Code of Conduct. This also applies to individuals who report violations based on information obtained during the recruitment process or at any other stage of pre-contractual negotiations.
(c) Third parties contractually associated with the Group, including self-employed individuals, as well as their personnel or any other persons under their supervision who become aware of unlawful conduct within the Group, including consultants, contractors, subcontractors, suppliers and business partners of any kind.

Responsible for implementation
This comes into effect following approval by the Board of Directors upon a relevant recommendation from the Compliance Officer / Responsible for Receiving and Monitoring Reports.

Third-party standards or initiatives
Law 4990/2022

Attention to the interests of key stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability of Policy/Regulation
The Whistleblowing Policy is available to all interested parties at the JUMBO Group’s corporate website.

The total number of employees of the Group amounted to 7.233 individuals as of 31.12.2025. Of these individuals, 7.232 are salaried employees and 1 non-salaried employees.

Distribution of Employees by Gender

Gender 2025 Number of employees (total employed) 2024 Number of employees (total employed)
Male 2.189 2.226
Female 5.043 5.106
Total 7.232 7.332

Distribution of Employees by Type of Work and Gender 2025

Female Male Total
Number of employees (total employed) 5.043 2.189 7.232
Number of Permanent Employees 4.085 1.941 6.026
Number of Seasonal Employees 958 248 1.206

Distribution of Employees by Type of Work and Gender 2024

Female Male Total
Number of employees (total employed) 5.106 2.226 7.332
Number of Permanent Employees 4.175 1.937 6.112
Number of Seasonal Employees 931 289 1.220

118 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Distribution of Employees by Country

Country 2025 Number of employees (total employed) 2024 Number of employees (total employed)
Greece 4.160 4.260
Cyprus 610 595
Bulgaria 712 748
Romania 1.750 1.729

Distribution of Employees by Type of Work and Country 2025

Greece Cyprus Bulgaria Romania
Number of employees (total employed) 4.160 610 712 1.750
Number of Permanent Employees 3.057 599 682 1.688
Number of Seasonal Employees 1.103 11 30 62

Distribution of Employees by Type of Work and Country 2024

Greece Cyprus Bulgaria Romania
Number of employees (total employed) 4.260 595 748 1.729
Number of Permanent Employees 3.114 584 731 1.683
Number of Seasonal Employees 1.146 11 17 46

Employee Departures

2025 2024
Dismissals 53 113
Contract termination 1.132 1.230
Resignation 904 806
Retirement 5 4
Other 1 81

In 2025, the Group’s employee turnover rate amounted to 13,3%, compared to 21,7% in 2024. The 2024 turnover rate has been restated based on the categories of employee departures included.

Diversity and Inclusion

The Group JUMBO is committed to creating a safe, fair, and inclusive work environment, governed by respect for diversity and where all employees are treated equally, without discrimination. Issues related to ensuring equal treatment in the workplace and the principle of non-discrimination are explicitly mentioned in the Operating Regulation, the Code of Conduct and Business Ethics of the Group. Additionally, the Diversity Policy, fully aligned with the business strategy, mission, vision, and values of the Group, seeks to ensure strict adherence to the principle of non-acceptance of any form of discrimination, offensive behavior, social exclusion, or unfair treatment due to personal characteristics.### Diversity Policy

Key Content
The Diversity Policy, in full alignment with the business strategy, mission, vision, and values of the Group, constitutes a commitment to zero tolerance for any form of discrimination or offensive behavior against someone's personality or social exclusion or unfair treatment due to nationality, race, color, ethnic or social origin, membership in a national minority, property, birth, disability, age, sexual orientation, gender, genetic characteristics, family status, religious or political beliefs.

Scope of Application
The Diversity Policy, apart from the members of the Board of Directors, is also applied and taken into account during the selection and placement process of senior executives and applies to the entire staff.

119 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Responsible for implementation
The Board of Directors is responsible for the implementation of the Policy. The Board of Directors reviews the Policy at least every two years or whenever deemed necessary, especially in case of changes in the relevant legal and regulatory framework.

Attention to the interests of key stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholder needs and expectations and to adapt accordingly.

Availability of Policy/Regulation
The Diversity Policy is available within the Internal Operating Regulation to all interested parties at the JUMBO Group’s corporate website.

13 In 2025, the gender pay gap stood at 19% and the ratio of annual total compensation at 73, compared to 14 15 21% and 53,5 respectively, in 2024. In addition, in 2025, the percentage of employees with disabilities within the Group amounted to 0,43%, whereas no individuals with disabilities were employed in 2024.

Distribution of Senior Executives by Gender 2025

Gender Number Percentage
Male 143 62,7%
Female 85 37,3%

16 Distribution of Senior Executives by Gender 2024

Gender Number Percentage
Male 104 56,2%
Female 81 43,8%

Age Distribution of Employees

2025 2024
<30 1.823 1.788
30-50 3.982 4.306
51+ 1.427 1.238

Additionally, the zero number of incidents of discrimination and human rights violations demonstrates the Group's commitment to fostering an inclusive and equitable work environment:

2025 2024
Number of discrimination incidents 0 0
Number of complaints submitted through channels for the workforce of the company itself to raise concerns 0 0
Amount of fines, penalties, and compensations for damages as outcome of incidents of discrimination, including harassment and complaints submitted € 0 € 0
Number of serious human rights incidents that related to the workforce 0 0
Number of serious human rights incidents that related to the respective workforce and constitute cases of non-compliance with the United Nations guiding principles and OECD guidelines for multinational enterprises 0 0
Amount of fines, penalties, and compensations for serious human rights issues and incidents related to their own workforce € 0 € 0

13 In 2025, the Group adopted a revised methodology for calculating the gender pay gap, aiming to improve the accuracy of the calculation.
14 Remuneration for Greece, Cyprus and Romania is included. In 2025, Bulgaria is also included.
15 With regard to the ratio of annual total remuneration for 2024, it was restated so that the Chairman of the Board of Directors is considered the highest-paid individual. In addition, a revised methodology was applied, resulting in a restated figure of 53,5 compared to 8,8 under the previous methodology.
16 Senior management includes department heads and store managers, as well as executive-level management.

120 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Talent Management

The Group seeks to cultivate a work environment that supports and enhances the attraction of new employees. Regarding recruitment, the Group follows a meritocratic process, focusing on finding and selecting candidates with both the required formal qualifications and the appropriate interpersonal skills, without any discrimination based on personal characteristics. For every new need that arises in job positions, existing employees are first informed, with the possibility of internal transfer based on the suitability of qualifications and the existence of a positive evaluation of the interested parties. Additionally, a relevant announcement is made on the corporate website and on related job search websites, while the Group maintains a database with the resumes of candidates it receives. At the same time, particular emphasis is placed on the inclusion of young professionals who are at the beginning of their career path, providing them with opportunities for advancement within the Group. The Group offers internship opportunities to students through its collaboration with universities and employment opportunities through OAED programs.

The Group seeks to provide a work environment where all employees feel safe, and their efforts are recognized and rewarded. All employees are covered by collective labor agreements and social protection, while they receive adequate wages. In the context of enhancing employee retention, the Group offers the possibility of working with flexible hours, adapted to the needs of the employees.

Benefits and Parental Leave
At the same time, the Group offers benefits to its employees beyond those defined by legislation, such as meal vouchers, discounts on all products sold in its stores, Easter and Christmas gift vouchers, and, whenever necessary, emergency financial support. In 2025, the Group provided a total of €8.684.149,89 in voluntary benefits, while in 2024 it amounted to € 6.305.854,34. Additionally, the Group provides statutory family-related leaves according to the legislation of each country. In 2025, the percentage of employees who took family-related leave amounted to 8%.

Employee Leaves for Family Reasons

2025 2024
Entitled to leave for family reasons 100% 61%
Entitled and received maternity leave 6% 4%
Entitled and received paternity leave 2% 2%
Entitled and received parental leave 3% 2%
Entitled and received caregiver leave 0,5% 1%

Communication Channels
The Group has established communication channels with its employees, which facilitate and enhance open, transparent, and two-way communication. The channels include the internal information website (portal) developed by the Group where news and important announcements are posted, each employee's email where updates are sent according to job category, and scheduled meetings by store managers with their employees. Additionally, all store executives meet to exchange views and provide updates regarding the Group's goals and vision. Simultaneously, through the "open door" policy maintained by the Group, employees are encouraged to communicate directly with the Human Resources department for any issues concerning them. The Group has established a Whistleblowing Policy, which aims to ensure the responsible and appropriate investigation of any concerns and/or complaints, without fear of retaliation or adverse discrimination. Furthermore, since 2023, the Group has implemented an anonymous communication system, where employees submit their suggestions, complaints, or ideas in writing in store ballot boxes. After secure collection, the documents are transferred to the headquarters, where they are processed and subsequently resolved.

121 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The Human Resources Department is responsible for communication with employees, while through these specific communication channels, employees can communicate regularly if they wish and share the issues that concern them.

Training and Development

The Group JUMBO recognizes the importance of education in the continuous professional and personal development of its employees. In this context, the Human Resources Department, responsible for the training and education of employees, designs targeted and appropriately tailored training programs and seminars so that each employee knows what their duties include. At the same time, the Group has established an internal mentoring program, funds professional certification training, and provides access to online learning platforms for employees to enhance their skill development and career progression.

Training Policy for the members of the Board of Directors, the managerial executives, as well as other company executives

Key Content
The Training Policy aims to cultivate a culture of continuous training and professional development of the Group's executives, to enhance personal and professional growth in conjunction with sustainable development, providing equal opportunities for all.

Scope of Application
The scope of this Policy includes the members of the Board of Directors, the executive officers, as well as other company employees.

Responsible for implementation
This Policy is reviewed by the Board of Directors upon the recommendation of the Human Resources Officer and the Chairman of the Board of Directors, whenever deemed necessary.

Third-party standards or initiatives
Article 14 of Law 4706/2020

Attention to the interests of key stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability of Policy/Regulation
The Training Policy is available within the Operating Regulation to all interested parties at the JUMBO Group’s corporate website.

In 2025, the average training hours per employee were 0,58 hours. In 2024, the average training hours of employees amounted to 1,97 hours.The Group, aiming for continuous improvement in its performance, targets a 3% increase in the average training hours of employees by 2028 compared to 2024.

Employee Evaluation

The Employee Evaluation System implemented by the Group contributes to the recognition of employee performance and efforts and to their continuous improvement and professional development. The System is tailored to the needs of each level. Employees in the various departments are evaluated annually by the head of each department. The evaluation for employees in the stores, such as salespeople, cashiers, and warehouse staff, is conducted twice a year through questionnaires completed by supervisors and store managers. Additionally, during the regular audits conducted by the Responsible Officers, feedback is provided, and improvement suggestions are made, which are communicated to both the supervisors and Management, so that the necessary actions can be planned.

In 2025, 62% of the Group’s employees were assessed, including 63% of women and 62% of men, compared to 66% of employees assessed in 2024. The Group aims to increase the percentage of individuals evaluated by 5% by 2026, with 2024 as the base year.

122 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Occupational Health and Safety

Workplace Health and Safety Framework

The Group invests in the health and safety of its employees, aiming to mitigate the risks arising from work activities. Recognizing the potential negative impacts on health and safety, it seeks to monitor its performance on these issues and take appropriate measures to prevent risks associated with each specific job position. In this context, the Group has established relevant procedures and adopted practices for better management of health and safety issues concerning its human resources. Specifically, inspections are conducted to ensure compliance with health and safety regulations within the Group's premises. Additionally, a safe evacuation plan for the facilities has been developed, and fire protection actions are implemented. Employees are encouraged to report any observations, issues, or incidents related to health and safety through the Group's Reporting System. The Safety Technician and the Occupational Physician, provided by an external partner, are responsible for implementing preventive measures as well as training the workforce on health and safety issues, such as first aid and emergency management, among others.

Employee training and awareness

Beyond the training responsibilities of the Safety Technician and the Occupational Physician, the Group emphasizes targeted training for employees in its stores, particularly regarding the procedures and actions that must be followed to ensure the safety of both themselves and the customers. The 2025 trainings were conducted on the following topics:
• First aid
• Fire safety
• Space cleanliness

Health and Safety Indicators

The Group monitors and records its performance regarding health and safety based on specific indicators, which it seeks to consistently improve.

Health and Safety Indicators 2025 2024
Number of deaths due to work-related injuries and health issues for the company's workforce 0 0
Number of deaths due to work-related injuries and health issues for other workers employed at the company's facilities, such as those in the value chain, if employed at the facilities 0 0
Number of recorded work-related accidents 58 50
Rate of recorded work-related accidents 4,95 3,60
Number of recorded work-related health issues, subject to legal restrictions regarding data collection 0 0
Number of lost workdays due to injuries and deaths from work-related accidents, health issues, and deaths due to health issues 1.269 1.296

The Group aims to reduce accidents by 10% by 2028, with 2024 as the base year.

123 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

S3- Affected communities

The Group JUMBO places particular emphasis on its relationship with local communities, enhancing the performance employment in the areas where it operates. It is committed to the development of the communities in which it operates and actively seeks locally suitable equal for each available job position within the recruitment processes. The Group's actions have a positive impact on the daily lives of local communities, providing equal employment and training opportunities to its employees from these specific areas. The affected communities of the JUMBO Group are those in close or more remote proximity to its stores in Greece and abroad and on the downstream side of the Group's value chain.

Through the Double Materiality Analysis conducted, the Group identified opportunities related to local communities:

IRO Type Impact
Job creation and economic growth Positive Actual Opportunity

As of 31.12.2025, JUMBO operated 89 stores in Greece, Cyprus, Bulgaria, and Romania, as well as an online store in Greece, Cyprus, and Romania. Additionally, through partnerships, it has a presence with stores bearing the JUMBO brand in 7 countries, specifically 8 stores in Albania, 8 stores in Kosovo, 6 stores in Serbia, 6 stores in North Macedonia, 8 in Bosnia, 3 in Montenegro, and 4 in Israel. Regarding the Group's presence in Greece, apart from Attica and Thessaloniki, it has stores in 20 regions and on the islands of Corfu, Rhodes, Euboea, Mytilene, and Crete.

Sustainability Policy

Key Content
The Group is committed to responsibly managing any direct and/or indirect economic, social, and environmental impacts from its operations with the aim of reducing potential negative impacts and increasing positive ones on its staff, suppliers, partners, customers, and consumers. In this context, the Group's responsibility aligns with the ESG (Environmental-Social-Governance) criteria/principles and concerns four areas of activity: environmental protection, promotion of human value, enhancement of social footprint, and shaping a responsible market.

Scope of Application
The Sustainability Policy covers all the Company's activities and is linked to specific processes, voluntary and regulatory commitments of the Company. This policy concerns all employees, Management, as well as the Company's direct partners or subcontractors. It applies and is implemented in all the Group's facilities.

Responsible for implementation Policy
The CEO must give primary priority to fulfilling social purposes for the operation of the Group. The Policy is reviewed every two years or whenever deemed necessary to implement the Company's commitments and objectives.

Stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability
The Sustainability Policy is available to all interested parties at the JUMBO Group’s corporate website. The Group's Whistleblowing Policy applies to all stakeholders, including local communities, and is detailed in the governance chapter on page 132. The Group's responsibility towards local communities is an ongoing process, as it recognizes the support of local communities as a foundation for its long-term and successful course. In this context, the Group emphasizes the promotion of direct, open, and two-way communication to effectively respond to their

124 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

diverse needs. The corporate website provides the option for electronic submission of complaints (Communication), as well as any other comments or suggestions from any stakeholder or the local community. Communication via the website is available daily and continuously, while telephone communication with the headquarters (Contact the Company) is conducted according to the weekly operating hours of the stores. Additionally, within the framework of the Whistleblowing Policy, is available on the website, the Reporting Submission Mechanism is available, through which reports can be submitted anonymously. The Mechanism is immediately available to everyone at any time, and upon submission, the procedure defined by the Policy is followed.

On the corporate site WHY JUMBO, open job positions are available and accessible to all, allowing anyone interested to submit their resume. The goal is to attract suitable employees, while providing employment opportunities to young individuals who are just starting their professional journey. New candidates without work experience can begin their training at one of the stores and reach - through an extensive training system - one of the many positions offered by a constantly growing company, with the fundamental principle of ensuring an environment of meritocracy and objectivity. Also, the necessary contact details are provided so that all interested parties can get in touch with the Company and seek a new job position, such as the address of the headquarters, the phone number, the Fax, and the HR email.

At the same time, through its Policies, the Group ensures the exemption of all employees from any form of discrimination based on personal characteristics, taking care to protect the labor and human rights of all interested parties. The Group systematically invests in the continuous improvement of the working environment to ensure equal and open access for all. Through human resources actions, the establishment of policies that contribute to the promotion of equality and diversity, and the respect for human and labor rights, the Group creates the conditions for a safe and attractive working environment. In 2025, as well as in 2024, no incidents of human rights violations related to local communities were recorded.# S4 – Customers and End-users

The JUMBO Group is among the leading retail companies in Greece, serving a large number of visitors in its stores on a daily basis. The quality of its products and competitive pricing constitute key competitive advantages, with the Group focusing on meeting the needs and expectations of both retail and wholesale customers, while ensuring their health and safety. The Group’s customers, as well as its broader stakeholders, rely on accurate and accessible product information, such as manuals and product labels, in order to avoid potentially harmful or improper use.

Through its double materiality assessment process, the Group has identified actual impacts, risks and opportunities related to its customers and end-users.

IRO Τύπος Αντίκτυπος
Customer health and safety Negative Actual Risk
Affordable access to goods for all Positive Actual Opportunity

The JUMBO Group operates with transparency and integrity across all aspects of its activities, providing accurate and readily available product information to prevent any potentially harmful or inappropriate use. It has also adopted practices aimed at avoiding false or misleading advertising. The Group is committed to responsible product marketing, ensuring that customers and end-users are fully informed about each product and its proper use.

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Within this framework, the Group has established and implements policies aimed at the prevention, mitigation and remediation of actual or potential impacts relating to its customers and end-users, with the objective of addressing risks and leveraging opportunities. In particular, customers and end-users are covered by the Code of Conduct and Business Ethics, the Sustainability Policy and the Whistleblowing Policy, which are described in detail in the sections on Human Capital and Society (p. 117-119).

Customers’ health and safety

The health and safety of customers concern the impact that products may have on the health and safety of consumers and the public, including quality, posing an actual negative impact on the downstream value chain and the Group's own activities. To effectively respond to risks related to the health and safety of its customers, the Group implements strict procedures, focusing on accurate labeling on product labels and compliance with relevant applicable European directives and standards. Product certification depends on both their nature and the regulatory framework of the European Union member states.

Regarding the advertising and promotion of products, Jumbo fully complies with the Greek Advertising- Communication Code of EDEE and market regulations, taking into account the local needs and peculiarities of consumers, while collaborating with an advertising agency for its campaigns on television, radio, and social media.

JUMBO systematically evaluates representative samples of all products prior to their placement on the market, thoroughly assessing their characteristics and requiring strict compliance from its suppliers with EU specifications regarding product materials. In addition, all products include detailed instructions within their packaging or provide access to user manuals via an online link, while clearly outlining any potential risks that may arise from improper use.

Particular emphasis is placed on products intended for vulnerable groups, such as young children, where the likelihood of misuse is higher—especially in relation to small components included in toy packaging or other products—potentially leading to adverse impacts on the Group’s reputation and exposing it to financial risks.

The daily monitoring of product performance separately in each store, utilizing appropriate tools, facilitates decision-making regarding the supply, procurement, and distribution of products. This process, combined with participation in international exhibitions for close monitoring of market trends, contributes to ensuring product quality and the health and safety of customers.

The zero incidents of non-compliance with regulations and codes concerning the display and advertising of products in 2025, as well as in 2024, demonstrate the Group's commitment to the responsible promotion of its products.

Communication Channels with Customers

The Group JUMBO has developed a strategic approach regarding engagement and communication with its customers to ensure the existence of open communication channels. The Group aims to facilitate service and provide immediate and effective responses to customer needs and expectations, improving the products offered and mitigating any negative impacts. In this context, it has established the following communication channels for submitting complaints or comments from customers and consumers:

  • Complaint letters: The letters from direct customers/consumers are carefully examined by the responsible department. In case of non-resolution, the case is assigned to an expert.

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All complaints and comments regarding service, health and safety, and any request are communicated via telephone or email, which are then forwarded to the responsible party with the aim of immediate resolution.

  • Complaint or grievance reporting mechanism: The Group has established a Whistleblowing Policy in accordance with the regulatory requirements of the European Directive 1937/2019 and international best practices. The reporting form can be submitted anonymously or with identification and is available and easily accessible to all interested parties on the corporate website. Reporting Policy (Whistleblowing) . Additionally, customers and consumers can submit reports in writing via email ([email protected]). The person responsible for receiving and managing reports with confidentiality and impartiality is the Reporting Receipt and Monitoring Officer (R.R.M.O.), appointed in accordance with Law 4990/2022, while the operational responsibility for ensuring communication and integrating the results into the Group's strategy lies with the Regulatory Compliance Officer.

The Group is committed to ensuring the anonymity of reporters and the personal data of customers, as well as protecting them from any form of retaliation in case of reporting deviations from the Code of Ethics and Business Conduct. Customers’ trust in the Group's processes and communication channels enhances open and two-way communication and facilitates the identification, recording, and integration of their needs and expectations into the Group's operations and strategy. In 2025, as in 2024, no serious issues and incidents related to human rights connected to consumers were recorded.

Access for All

The Group focuses on satisfying and enhancing customer trust by offering them quality and reliable products. The Group has adopted a consumer-friendly pricing strategy aimed at maintaining retail prices at highly affordable levels, making its products accessible to a broader segment of the market and effectively meeting consumers’ everyday needs in toys, baby and seasonal items, home décor, and stationery products. The low-price strategy has been recognized by the Group as an opportunity, as it contributes to both sales volume and overall profitability, enhancing its competitiveness. Additionally, the Group combines affordable prices with easy access and an extensive range of products that meet the needs of the average consumer and family. At the same time, it seeks to integrate and expand sustainable options in its products, aiming for a positive impact on customers and the communities where it operates. In the context of enhancing the positive impact on customers and consumers, the Group seeks to develop additional communication channels through which stakeholders’ opinions can be expressed, recorded, and utilized.

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G1 – Business Conduct Governance

Our Approach

For 40 years, JUMBO Group has earned the recognition and trust of both of younger and older consumers, bringing smiles and peace of mind through its products. Achieving such success would not have been possible without a strong management team that respects and strictly adheres to national and European legislation, business ethics rules, as well as fundamental human rights, and consistently strives for responsible corporate behavior across all its activities.

The Group has adopted the Principles of Corporate Governance in accordance with applicable Greek laws and international best practices. The Board of Directors oversees the internal control system, which includes policies, procedures, and control mechanisms aimed at ensuring compliance with business ethics rules and protecting shareholder interests.

The Board of Directors, as well as the administrative, managerial, and supervisory bodies of JUMBO Group, possess proven experience and expertise in business conduct and corporate governance. The composition of the Board of Directors reflects the knowledge, skills, and experience required to effectively perform its duties, in accordance with the Suitability Policy established by the Group. This policy aligns with the Group's business model and development strategy. Each member of the Board of Directors is distinguished by competence, skills, ethics, reputation, integrity, and objectivity in judgment. The collective experience and diversity of the Board’s members ensure the proper functioning and effective governance of the Group. More details about the biographies of the Board members are included in JUMBO Group's 2025 Financial Statements.# Management of Impacts, Risks, and Opportunities

As part of the regulatory framework of the EU Directive (EU) 2022/2464 on sustainability reporting by companies (hereinafter CSRD), the Group has recognized key issues related to Corporate Governance through the double materiality process. Through this process, the Group has identified potential and/or actual impacts, risks, and opportunities related to its corporate culture and governance, as outlined below:

Theme IRO Type Actual/Potential IRO
Corporate Culture and Governance Regulatory changes & non-compliance Potential Negative Risk Likely
Corporate Culture and Governance Ethical corporate governance practices Potential Negative Risk Likely
Corporate Culture and Governance Ethical supply chain practices Potential Negative Risk Likely

From this process, it appears that the Group, in collaboration with its stakeholders, has identified corporate culture and governance as a critical issue that could potentially pose a short-term risk to its operations. In this regard, the Group has adopted and implemented policies, procedures, and actions aimed at mitigating/eliminating this potential short-term risk. To this end, JUMBO Group has established and applies a series of policies and codes aimed at managing significant impacts, risks, and opportunities related to business conduct and corporate culture, based on the principles of transparency, ethical behavior, and sustainable development. These include:

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Internal Operating Regulation

Key Content
The Regulation aims to regulate the organization and operation of the Group to ensure business integrity, transparency, business activity, management control, and especially the control of decision-making processes and compliance with legislation, particularly the obligations provided for listed companies. It reflects the Group's values and commitments, the integrity and transparency that distinguish its business activity, the seriousness, rules of conduct, and control of its Management and Staff, as well as the Group's compliance with applicable legislation.

Scope of Application
The Regulation includes binding principles, rules of conduct and ethics for the members of the Board of Directors, the Heads of Units, the Directors and Heads of Departments and Sections of the Group and generally the Group's Staff connected with it through an employment relationship. The principles of the Internal Operating Regulation also bind the Group's external partners, who provide their services under a contract for the provision of independent services or work, given that these involve cooperation based on a special relationship of trust or given that their cooperation agreement with the Group implies that they are explicitly bound by this Regulation.

Responsible for implementation of the Regulation
The Board of Directors of the Group is responsible for the implementation of the Internal Operating Regulation JUMBO.

Stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability
The Operating Regulation is available to all interested parties at the JUMBO Group’s corporate website.

Code of Ethics and Business Conduct

Key Content
The Code of Ethics and Business Conduct is a summary of the Group's principles JUMBO and attempts to set a minimum framework of rules within which the Group operates and its staff members perform their duties uninfluenced by external interventions. Through the Code, the Group commits to achieving high standards of business conduct and operates in fair and honest collaboration with its shareholders, employees, customers, suppliers, and Public Authorities.

Scope of Application
The Code applies to the Board of Directors and all the Group's staff.

Responsible for implementation of the Code
The Board of Directors of the Group is responsible for the implementation of the Code of Ethics and Business Conduct JUMBO. Through the double materiality assessment process, the views Stakeholders and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability
The Code of Ethics and Business Conduct is available to all interested parties at the JUMBO Group’s corporate website.

Audit Committee Regulation

Key Content
The Audit Committee Regulation defines the principles, responsibilities, composition, and issues concerning the operation of the Group. The Audit Committee operates as an independent body, with main objectives including the oversight 129 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 of internal control systems, risk management, the quality of external audit, and the integrity of the financial reporting process.

Scope of Application
The Regulation applies to all members of the Audit Committee, which consists of at least three (3) members, who may be non- executive members of the Board of Directors or third parties with an independent status.

Responsible for implementation of the Regulation
The Audit Committee is responsible for the implementation and ensuring compliance with the Regulation. The Nomination Committee and the Board of Directors evaluate the members of the Audit Committee. The Audit Committee submits an annual report of activities to the regular General Meeting of the Group's shareholders.

Stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability
The Audit Committee Regulation is included in a separate section in the Internal Operating Regulation and is available to all interested parties at the JUMBO Group’s corporate website.

Board Member Suitability Policy

Key Content
The Board member Suitability Policy aims to ensure the qualitative staffing, effective operation, and fulfillment of the Board of Directors' role in accordance with the overall strategy and the medium--long-term business objectives of the Group. It describes the principles regarding the selection, replacement, or renewal of the Board of Directors members' term, the criteria for evaluating the suitability and diversity of the Board of Directors members, as well as the conditions for election and retention of the Board of Directors membership.

Scope of Application
The Regulation applies to all members has been conducted, the issue of Pollution of the Board of Directors.

Responsible for Implementation
Monitoring the implementation of the Suitability Policy is a collective responsibility of the Board of Directors. Where deemed appropriate, the Board of Directors seeks the assistance of the Internal Audit unit and/or Regulatory Compliance and the Nomination Committee.

Stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability
The Suitability Policy is available for all stakeholders at the JUMBO Group’s corporate website.

Diversity Policy

Key Content
The Group has adopted and implements a Diversity Policy, which is fully aligned with its business strategy, mission, vision, and values. It is committed to remaining focused on the philosophy of not tolerating any form of discrimination or offensive behavior against someone's personality or social exclusion or unfair treatment due to nationality, race, color, ethnic or social origin, membership of a national minority, property, birth, disability, age, sexual orientation, gender, 130 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 genetic characteristics, family status, religious or political beliefs.

Scope of Application
The Diversity Policy, apart from the members of the Board of Directors, is also applied and taken into account during the selection and placement process of senior executives and applies to the entire staff.

Responsible for Implementation
The Policy is reviewed by the Board of Directors at least every two years or whenever deemed necessary, especially in case of changes in the relevant legal and regulatory framework.

Attention to the Interests of Key Stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability
The Diversity Policy is available within the Internal Operating Regulation to all interested parties at the JUMBO Group’s corporate website.

Remuneration Policy

Key Content
Remuneration Policy constitutes an integral part of corporate governance and is in line with the overall operational policy the business strategy, the objectives as well as the long-term interests and the long-term value creation for the shareholders has been conducted, the issue of Pollution. For its preparation, the actual financial position of the Group as well as its general obligations, including the wage and working conditions of the employees, have been considered.

Scope of Application
The "Remuneration Policy" applies to the following categories of persons: the non-executive Members of the Board of Directors, the executive Members of the Board of Directors, and the Senior Management, which includes the CEO, the Executive Directors, and the General Managers.

Responsible for Implementation
The Board of Directors is responsible for the implementation of the Remuneration Policy and any revision of it.### Attention to the Interests of Key Stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability
The Remuneration Policy is available for all interested parties at the JUMBO Group’s corporate website.

Sustainability Policy

Key Content
The Group has established and follows a Sustainability Policy. It is committed to managing any direct or indirect economic, social, and environmental impacts from its operations with the aim of minimizing potential negative impacts and increasing positive ones for its employees, suppliers, partners, customers, and consumers.

Scope of Application
This policy concerns all employees, Management, as well as direct partners or subcontractors of the Group. It applies and is implemented in all the Group's facilities.

Responsible for Implementation
The person responsible for the implementation of the Sustainability Policy is designated as the Board of Directors of the Group JUMBO.

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Attention to the Interests of Key Stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability
The Sustainability Policy is available to all interested parties at the JUMBO Group’s corporate website.

Whistleblowing Policy

Key Content
A Whistleblowing Policy has been established to ensure a communication channel between the Group and its employees or other stakeholders associated with the Group, for the immediate reporting of potential misconduct or irregularities. This ensures that concerns and complaints arising from them are examined responsibly and properly investigated, so that whistleblowers are not subject to retaliation and do not fear victimization or adverse discrimination.

Scope of Application
According to the Whistleblowing Policy, reporting persons may include:
(a) Shareholders, executive and non-executive members of the Group’s Board of Directors, as well as other individuals serving on committees or in the Group’s administrative or supervisory bodies.
(b) All employees (current and former), whether employed on a fixed-term or indefinite basis or under any other form of employment or mandate, including seasonal staff, trainees and volunteers (paid or unpaid), who report in good faith unlawful conduct or behaviour in breach of the Code of Conduct. This also applies to individuals who report violations based on information obtained during the recruitment process or at any other stage of pre-contractual negotiations.
(c) Third parties contractually associated with the Group, including self-employed individuals, as well as their personnel or any other persons under their supervision who become aware of unlawful conduct within the Group, including consultants, contractors, subcontractors, suppliers and business partners of any kind.

Responsible for implementation
This comes into effect following approval by the Board of Directors upon a relevant recommendation from the Compliance Officer / Responsible for Receiving and Monitoring Reports.

Attention to the interests of key stakeholders
Through the double materiality assessment process, the views and interests of all stakeholders are identified and evaluated. This process enables the JUMBO Group to reassess stakeholders’ needs and expectations and to adapt accordingly.

Availability of Policy/Regulation
The Whistleblowing Policy is available to all interested parties at the JUMBO Group’s corporate website.

Business Conduct and Corporate Culture

JUMBO Group is fully compliant with applicable Greek and European legislation and discloses its policies regarding business conduct and how it cultivates its business culture. The Group’s comprehensive framework of policies includes the Internal Rules of Operation, which govern the organization and operation of the Group based on values of transparency, integrity, and compliance, the Code of Ethics and Business Conduct, which sets the minimum standards of conduct for staff and partners, and the Audit Committee Regulations, which ensure the independence and effectiveness of auditing processes. Additionally, the Board of Directors Suitability Policy ensures quality staffing and board diversity, while the Diversity Policy promotes inclusivity and rejects any form of discrimination. The Remuneration Policy establishes principles for executive remuneration, the Sustainability Policy aims at managing economic, social, and environmental impacts, and the Whistleblowing Policy ensures a secure mechanism for reporting violations. All policies are accessible on the Group's corporate website, ensuring transparency and easy access for all stakeholders.

It is noted that the Group has included the Whistleblowing Policy in its Internal Rules of Operation, in compliance with the regulatory requirements of EU Directive 2019/1937 and Law 4990/2022. This policy establishes a communication channel between the Group and its employees or other stakeholders, ensuring concerns and related reports are examined responsibly and investigated appropriately, protecting whistleblowers from retaliation and ensuring their anonymity and data protection according to applicable laws.

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The Regulatory Compliance Officer is designated as the person responsible for receiving and monitoring reports and is responsible for informing employees of the options for submitting reports. This information is easily accessible within the Group to ensure that all methods and rules for submitting reports are known to everyone. Employees can submit their reports anonymously or with their name, either by email or through the designated online reporting platform. The Regulatory Compliance Officer is responsible for managing these reports, monitoring the process and ensuring that the whistleblower receives the necessary feedback within a specified timeframe. In addition to monitoring reports, the Regulatory Compliance Officer is also responsible for developing and coordinating training initiatives to enhance the education of the Group's employees on these issues.

It goes without saying that all reports will be treated confidentially and the privacy of the whistleblowers and any third parties mentioned in the reports will be protected in accordance with applicable data protection laws. With regard to protection against retaliation, the Group ensures that there will be no negative consequences for the whistleblower, even if the report is found to be incorrect. Any actions that constitute retaliation, such as harassment, intimidation or other forms of unfair treatment, are strictly prohibited and will be punished. This protection extends to employees, third parties and legal entities related to the whistleblower.

Regarding issues of corruption and bribery, the Group explicitly states within its Code of Ethics and Business Conduct that such practices are prohibited. Both employees and members of the Group's Board of Directors are required, in the course of their duties, not to accept gifts, payments, or other benefits from third parties in exchange for promoting or delaying matters related to their responsibilities.

The Group has adopted a Training Policy for its executives to ensure that Board members, as well as other executives involved in the key functions of the Internal Control System, are continually informed and trained. The training includes various forms, such as online or in-person seminars, conferences, specialized programs, and personalized development programs. Additionally, there is a specific introductory seminar for new members of the Board of Directors or executives joining the Group. The seminar covers topics such as corporate culture, values, and operational regulations, the core principles of the Code of Ethics and Business Conduct, the policy and process for preventing and addressing conflicts of interest, as well as other critical policies and strategies of the Group. In this way, the Group aims to foster a culture of continuous professional development and awareness of issues related to business conduct and corporate culture.

At present, there are no specialized training programs in place for combating corruption and bribery. As a result, no data are currently available regarding the nature, scope, and depth of such programs, the coverage rate of high-risk positions, or the training provided to members of the administrative and supervisory bodies. The development of a relevant procedure and the implementation of training programs are matters for future planning. Simultaneously, no formal identification or mapping of positions within the Group that are most exposed to corruption and bribery risks has been conducted to date. The assessment of such risks and the documentation of related positions are objectives to be addressed in the context of strengthening compliance procedures in the future.

Regulatory Changes & Non-Compliance and Legal Product Requirements

In the context of evaluating its key issues and the consultation conducted with its stakeholders, the Group has identified regulatory changes and non-compliance, as well as the legal requirements for its products, as a material issue that could potentially lead to negative impacts if not properly managed. The Group manages this potential risk through its Regulatory Compliance Policy, which is designed to monitor and ensure the Group’s compliance with applicable legal and regulatory frameworks, including regulatory changes that may affect its products. The Regulatory Compliance Unit (RCU) monitors

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Changes in the institutional and legal framework to ensure immediate and ongoing compliance with legislative requirements. Furthermore, the Regulatory Compliance Officer monitors regulatory developments at both national and international levels, proposes necessary actions and adjustments to policies and procedures, and assesses and mitigates the risks of non-compliance with legal and regulatory requirements, ensuring that the Group’s products meet the relevant legal and regulatory requirements.

The Group acknowledges that non-compliance with regulatory and legal requirements may have negative consequences, such as legal penalties, damage to reputation, or financial losses. Therefore, it implements procedures to monitor relevant regulatory changes and take corrective actions to prevent or resolve compliance issues. If necessary, the RCU also provides advice and training to the responsible parties to ensure timely compliance with new or amended regulatory requirements affecting the Group's products and services.

Ethical Corporate Governance Practices

Through the double materiality process, the Group, in collaboration with its stakeholders, has identified ethical corporate governance practices as a material issue for its operations. This recognizes that failure to integrate ethical practices and codes of best behavior could undermine overall performance, erode stakeholder trust, and lead to operational inefficiencies.

In this context, the Group has a Code of Ethics and Business Conduct that sets a minimum framework of rules within which the Group operates. It is committed to achieving high standards of business conduct, working fairly and honestly with shareholders, employees, customers, suppliers, and public authorities. The Code emphasizes the importance of full compliance with applicable laws and regulations, advocates for the creation of a non-discriminatory work environment where all employees are treated with respect and equality, and promotes the avoidance of any conflicts of interest that could impact the integrity of the Group’s operations.

It also fosters ethical transactions with customers, suppliers, and competitors, ensuring fair competition without unfair practices. Furthermore, the Code explicitly prohibits bribery and corruption, avoiding any illegal or improper payments, while providing a necessary framework for submitting anonymous reports on violations of the principles, ensuring that complaints are examined with full confidentiality and without retaliation. Overall, The Group's Code of Ethics aims to ensure the continued integrity and ethical operation of the Group and to guide the daily practices of its employees based on these principles.

Supplier Relationship Management

Due to the nature of its business in the retail sector, The Group maintains an extensive network of partners/suppliers with which it constantly engages. Specifically, the Group sources its products directly from abroad as the exclusive importer for toy manufacturers and related products that do not have a representative in Greece. At the same time, the Group supports the local economy by sourcing many products from over 200 suppliers in Greece. However, none of these suppliers represents more than 3% of the Group’s total turnover.

This distribution reduces the risk associated with the potential bankruptcy of a supplier or the non-renewal of a partnership with any of them, thanks to the Group’s dominant position in the market. Additionally, 70% of the Group's products come from Asia, with China being the main country of origin. The Group is aware that various events (such as the imposition of tariffs or quotas, a trade embargo on China, political or economic crises, strikes, restrictions on capital movements, or epidemics) could disrupt the import of Chinese products, causing delays in supplying its stores. This would have a negative impact on the Group’s operations and financial performance. To address such situations, the Group has invested in increasing the number, location, and size of its warehouses and its facilities. This allows the Group to stockpile products and manage potential delays in the supply chain.

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Ethical Practices in the Supply Chain

Regarding the management of its supply chain, The Group requires its suppliers to adhere to the strict specifications set by the applicable European Union legislation regarding the materials used in the products, as the compliance with all mandatory legal and regulatory requirements concerning the products is of primary importance to the Group and its stakeholders.

In this context, and with a focus on strict regulatory compliance regarding its products, the Group has established criteria and conditions that suppliers must respect and comply with, according to JUMBO's corporate culture, in the following areas:
* Compliance with regulations/laws
* Prohibition of child labor
* Health and safety
* Compliance with environmental laws

These criteria and conditions are based on internationally recognized standards, such as the Universal Declaration of Human Rights, the Convention on the Rights of the Child, and national and European legislation. It should be noted that the certifications required from each supplier depend on the nature of the product and the applicable legal requirements in the countries of the European Union.

Towards this end, The Group ensures that all required information is provided on its products:

Type of information required Nai
Origin of the product or service components.
Content, especially in substances that may cause environmental or social impact.
Safe use of the product or service.
Disposal of the product and environmental/social impacts.

The Group evaluates its suppliers at regular intervals over time. In specific cases, during on-site visits to their facilities, it monitors the working conditions to ensure they meet the requirements set at the beginning of the collaboration.

Prevention and Detection of Corruption and Bribery

The Group, with full respect for the fundamental principles governing its operations, such as integrity, transparency, and ethics, is committed to combating corruption and bribery. This commitment is explicitly stated in Article 12 of the Group's Code of Ethics and Business Conduct. According to the Code, bribery, illegal payments, and unfair practices are strictly prohibited.

Specifically, employees and members of the Board of Directors, in the exercise of their duties, must not accept gifts, payments, or other services from third parties (e.g., customers, suppliers, competitors, other employees, etc.) for the purpose of promoting or delaying matters related to their duties. The term "gift" includes any offer of goods or services with monetary value, loans, discounts, entertainment, travel, accommodation, low-cost meals, as well as training from third parties. Furthermore, Article 13 of the Code, concerning the submission of reports, emphasizes that employees of the Group have the ability to report any violation of the Code of Ethics and Business Conduct to the Responsible Person for Receiving and Monitoring Reports (R.P.R.M.), according to the Group's Whistleblowing Policy.

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In particular, if employees identify incidents of corruption, fraud, bribery, or any other violation of this Code, they are encouraged to submit a report through the following communication channels:
* Written report via email to: [email protected]
* Through the whistleblowing platform on the website: https://www.eJUMBO.gr/plirofories/politiki-anaforon-whistleblowing

The Group's commitment to maintaining regulatory compliance and continuous vigilance to address conditions that may foster corruption at all levels and activities is also referenced in its Sustainability Policy.

Regarding the process of reporting results to the governing, managerial, and supervisory bodies, the Internal Audit Unit monitors, audits, and evaluates the Group’s operations in critical areas, such as the implementation of operational regulations, internal control systems, regulatory compliance, risk management, and the Corporate Governance Code. It also evaluates quality assurance mechanisms and corporate governance, preparing reports on findings from audits, proposing improvements where necessary, and sending these reports to the audited units for the incorporation of feedback and agreed actions.

The final reports are submitted to the Audit Committee quarterly, which then presents them to the Board of Directors. Furthermore, the Internal Audit Unit reports to the Board of Directors any cases of conflicts of interest among Board members or senior executives detected during audits. The Internal Auditor follows up on the implementation of agreed actions and informs the Audit Committee of the results, which are then presented to the Board, along with the Committee's observations. It is noted that all of the above are readily accessible to all stakeholders through their publication on the Group’s corporate website.

Measurement Indicators and Targets

Incidents of Corruption or Bribery
For the reporting year 2025, JUMBO Group had zero incidents of corruption or bribery. Accordingly, there have been no fines and/or sanctions related to incidents of corruption or bribery.

Political Influence and Interest Representation Activities
Through the double materiality assessment process, which involved all stakeholder groups, no systemic risks, significant dependencies, impacts, risks or opportunities were identified for the Group or across its value chain in relation to political engagement through political contributions. Indeed, the Group does not make political contributions to political organizations, parties, committees, or individual politicians.The Code of Ethics and Business Conduct explicitly states that its general policy is to refrain from making any monetary or in-kind political contributions, in order to safeguard its neutrality and avoid the promotion of political interests. Employees are informed that their participation in any political activity must be strictly personal and conducted outside of their working hours and at their own expense, in accordance with applicable laws. The Group resources, such as properties, vehicles, or information systems, are not allowed to be used for political activities. The Group makes charitable contributions only according to an approved budget and for the purpose of supporting charitable or cultural activities. These contributions are not related to political activities and do not affect transparency and managerial integrity. Given that The Group does not participate in political activities, there are no representatives responsible for overseeing these activities. Also, since it does not make financial or in-kind political contributions, there are no existing recorded total contribution values. Finally, the JUMBO Group is not registered in the EU transparency register or in a corresponding register in any member state of, given that it does not participate in political contributions or activities of political influence.

136 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

It is noted that the Parent Company in the Register of Societes Anonymes of the Ministry of Development, while the General Commercial Registry (G.E.MI) number is 121653960000 .

Payment Practices

During the double materiality assessment process, which involved all stakeholder groups, no systemic risks, significant dependencies, impacts, risks or opportunities were identified for the Group or across its value chain in relation to the payment practices adopted by the Group.

137 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Limited Assurance Report

To the Shareholders of JUMBO S.A.

We have performed a limited assurance engagement regarding the Sustainability Report of JUMBO S.A. (hereinafter referred to as the "Group") which is included in section I. NON-FINANCIAL INFORMATION of the consolidated Management Report (the "Sustainability Report"), for the period from 1/1/2025 to 31/12/2025.

Limited Assurance Conclusion

Based on our procedures, as described below in the paragraph "Scope of Work Performed", as well as the evidence obtained, nothing has come to our attention that causes us to believe that:

  • The Sustainability Report has not been prepared, in all material respects, in accordance with Article 154 of Law 4548/2018 as amended and in force by Law 5164/2024 which incorporated Article 29(a) of EU Directive 2013/34 into Greek legislation.
  • The Sustainability Report does not comply with the European Sustainability Reporting Standards (hereinafter "ESRS"), in accordance with Regulation (EU) 2023/2772 of the Commission of 31 July 2023 and Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022.
  • The process followed by the Company for identifying and assessing significant risks and opportunities (the "Process"), as outlined in the section Management of Impacts, Risks, and Opportunities of the Sustainability Report, does not comply with the "Requirement IRO-1-Description of the processes to identify and assess material impacts, risks, and opportunities" of ESRS 2 "General Disclosures".
  • The disclosures in the section Disclosures related to Article 8 of the Taxonomy Regulation of the Sustainability Report do not comply with Article 8 of Regulation EU 2020/852.

This assurance report does not extend to information for previous periods.

Basis for Conclusion

The limited assurance work was conducted in accordance with the International Standard on Assurance Engagements 3000 (Revised), "Assurance Engagements Other than Audits or Reviews of Historical Financial Information" (hereinafter "ISAE 3000"). In the context of a limited assurance engagement, the procedures performed differ in nature and timing from and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Our responsibilities are further described in the section "Auditor's Responsibilities".

Professional Ethics and Quality Management

We are independent of the Company throughout the duration of this engagement and have complied with the requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA Code), the ethical and independence requirements of Law 4449/2017 and EU Regulation 537/2014.

138 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The firm applies the International Standard on Quality Management 1 (ISQM1) "Quality Management for firms that perform audits or reviews of financial statements, or other assurance or related services engagements" and consequently maintains a comprehensive quality management system that includes documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Responsibilities of Management for the Sustainability Report

Management is responsible for designing and implementing an appropriate process for identifying the required information included in the Sustainability Report in accordance with the ESRS, as well as for disclosing the Process in the Management of Impacts, Risks, and Opportunities section of the Sustainability Report. Specifically, this responsibility includes:

  • Understanding the context in which the Company's and the Group's activities and business relationships take place, as well as understanding the affected stakeholders.
  • Identifying the actual and potential impacts (both negative and positive) related to sustainability issues, as well as the risks and opportunities that affect or are reasonably expected to affect the financial position, financial performance, cash flows, access to financing, or cost of capital of the Company and the Group in the short, medium, or long term.
  • Assessing the significance of identified impacts, risks, and opportunities related to sustainability matters, through the selection and application of appropriate thresholds and
  • Formulating assumptions that are reasonable under the prevailing circumstances.

The Company's and the Group's Management is also responsible for preparing the Sustainability Report in accordance with Article 154 of Law 4548/2018, as amended and in force by Law 5164/2024 which incorporated Article 29(a) of EU Directive 2013/34 into Greek legislation. In this context, the Company's and the Group's Management is responsible for:

  • Compliance of the Sustainability Report with the ESRS.
  • Preparing the disclosures in the section Disclosures related to Article 8 of the Taxonomy Regulation of the Sustainability Report in compliance with the provisions of Article 8 of Regulation EU 2020/852.
  • Designing and implementing appropriate internal controls that management deems necessary to ensure that the Sustainability Report is free from material misstatement, whether due to fraud or error and
  • Selecting and applying appropriate reporting methods, including assumptions and estimates regarding individual disclosures in the Sustainability Report, which have been assessed as reasonable under the circumstances.

139 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The Audit Committee is responsible for overseeing the preparation process of the Sustainability Report.

Inherent Limitations in the Preparation of the Sustainability Report

As stated in the section Sources of estimation and outcome uncertainty in the Sustainability Report, no significant inherent limitations have been identified related to the measurement or assessment of sustainability matters in relation to the applicable criteria. When disclosing forward-looking information in accordance with the ESRS, the Company's Management is required to prepare forward-looking information based on disclosed assumptions, regarding events that may occur in the future and possible future actions of the Company and the Group. The actual outcome of these actions may differ, as expected events often do not occur as anticipated. As stated in the section Environment in the Sustainability Report, the information incorporated into the relevant disclosures is based, among other things, on climate scenarios, which are subject to inherent uncertainty regarding the likelihood, timing, or impact of potential future physical and transition climate-related impacts. Our work covered the items mentioned in the section "Scope of Work Performed" to obtain limited assurance based on the procedures included in the Schedule. Our work does not constitute an audit or review of historical financial information, in accordance with the applicable International Standards on Auditing or the International Standards on Review Engagements, and therefore we do not express any other assurance beyond the stated in the section "Scope of Work Performed".

Auditor's Responsibilities

This limited assurance report has been prepared based on the provisions of Article 154C of Law 4548/2018 and Article 32A of Law 4449/2017. Our responsibility is to design and perform the limited assurance engagement to obtain limited assurance regarding whether the Sustainability Report is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion.A misstatement may arise from fraud or error and is considered material when, individually or cumulatively, it could reasonably be expected to influence the economic decisions of users, taken based on the Sustainability Report as a whole. In the context of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise professional judgment and maintain professional skepticism throughout the engagement. Our responsibilities regarding the Sustainability Report, in relation to the Process, include:

  • Performing risk assessment procedures, including understanding relevant internal controls to identify risks related to whether the Process followed by the Company and the Group for identifying the information referred to in the Sustainability Report does not meet the applicable requirements of the ESRS, but not for the purpose of providing a conclusion on the effectiveness of internal controls over the Process and
  • Designing and performing procedures to assess whether the Process for identifying the information referred to in the Sustainability Report is consistent with the description of the Process as disclosed in the Management of Impacts, Risks, and Opportunities section of the said Report.

Furthermore, we are responsible for:

140 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

  • Performing risk assessment procedures, including understanding relevant internal controls, to identify those disclosures where a material misstatement is likely to occur, whether due to fraud or error, but not for the purpose of providing a conclusion on the effectiveness of the Company's and the Group's internal controls.
  • Designing and performing procedures regarding those disclosures of the consolidated Sustainability Report, where a material misstatement is likely to occur. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

Scope of Work Performed

Our work includes performing procedures and obtaining evidence to draw a limited assurance conclusion and exclusively covers the limited assurance procedures provided in the limited assurance Schedule issued by decision 262/22-01-2025 of the Hellenic Accounting and Auditing Standards Oversight Board (hereinafter "Schedule"), as formulated for the issuance of a limited assurance report on the Sustainability Report of the Company and the Group. Our procedures were designed in order to obtain a limited level of assurance on which we to base our conclusion, and do not provide all the required evidence in order to obtain a reasonable level of assurance.

Agia Paraskevi, 27/4/2026

BDO Certified Public Accountants SA
449, Mesogion Ave. 153 43 Agia Paraskevi Athens Greece
The Certified Public Accountant
Kleopatra Kalogeropoulou
Reg.SOEL: 173
Reg.SOEL: 36121

141 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

J. EXPLANATORY REPORT (Article 4 par. 7-8 of Law 3556/2007)

A. Share Capital Structure

As at 31 December 2025, the Company’s share capital amounted to €118.241.693,68, divided into 134.365.561 ordinary registered shares with a nominal value of €0,88 each.

As at 31 December 2024, the Company’s share capital amounted to €119.732.587,92, divided into 136.059.759 ordinary registered shares with a nominal value of €0,88 each.

The Annual General Meeting of shareholders held on 9 July 2025 resolved, inter alia, the cancellation, in accordance with article 49 of Law 4548/2018, of 1.694.198 treasury shares with a nominal value of €0,88 each, resulting in a reduction of the Company’s share capital by €1.490.894,24 and a corresponding amendment to article 5A (“Share Capital – Shares”) of the Articles of Association. The aforementioned shares were acquired during the period from 1 October 2024 to 27 March 2025, at an average purchase price of €25,4191 per share, under the Share Buyback Programme approved by the General Meeting of shareholders on 26 September 2024. Following the above reduction, the Company’s share capital amounted to €118.241.693,68, divided into 134.365.561 ordinary registered shares with a nominal value of €0,88 each.

The Company’s shares are listed and traded on the Athens Exchange. The Company’s shareholders rights and obligations are limited to the nominal value of the share(s) held. All the shares have exactly the same rights and obligations and each share carries with it all the rights and obligations provided for by the Law and the Company's Articles of Association. In particular:

  • The right to participate, represent and vote in the General Meeting of the Company's shareholders.
  • The right to receive dividends on the profits of the Company (including interim dividends). The minimum dividend is set at 35% of the Company's net profits after deduction of the statutory reserves and other credit items of the Income Statement which have not arisen from realized profits. The above percentage may be decreased by a decision of the General Meeting of Company’s Shareholders taken by an increased quorum and majority, but in no case may it be less than 10%. Every shareholder listed in the records of the Central Securities Depository (DSS) on the date of beneficiaries’ determination is entitled to a dividend. The way, time and place of payment shall be announced by the Company in accordance with Law 3556/2007, the Athens Exchange Regulation and the relevant decisions of the Hellenic Capital Market Commission and the Athens Exchange. The right to collect the dividend shall lapse and the corresponding amount shall accrue to the Greek State after five (5) years from the end of the year when the claim arose.
  • The right to subsequent distribution of profit and stock options of the Company (Article 162 of Law 4548/2018).
  • The right to participate in the liquidation proceeds or to take over the contribution during the liquidation or, respectively, the capital depreciation corresponding to the share, if so decided by the General Meeting of the Company's shareholders. It is noted that the General Meeting of the Company's shareholders retains all its rights during the liquidation.
  • The pre-emption right to any share capital increase of the Company as further explained in the Law and the Company’s Articles of Association of the Company.
  • The right to sell and transfer the share(s) held.
  • The right to information, to receive a copy of the financial statements and the reports of the Certified Public Accountants and the Board of Directors of the Company.

142 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

B. Limitations on the transfer of the Company's shares

The transfer of the Company's shares is performed as provided for by the Law and there are no limitations on the transfer of the shares under the Company's Articles of Association.

C. Significant direct or indirect investments within the meaning of Articles 9 to 11 of Law No. 3556/2007

The shareholders (natural persons or legal entities) holding, directly or indirectly, on 31.12.2025, a percentage of more than 5% of the total number of the Company's shares are listed in the table below:

NAME PERCENTAGE as at 31.12.2025
TANOCERIAN MARITIME (CYPRUS) LTD 16,42%

Treasury Shares - TANOCERIAN MARITIME (CYPRUS) LTD” holds 16,419% of Jumbo. “TANOCERIAN MARITIME (CYPRUS) LTD” is indirectly controlled by Mr Apostolos–Evangelos Vakakis, Chairman of the Board of Directors of Jumbo S.A., through the foreign foundation “KARPATHIA FOUNDATION”.

D. Shares conferring special control rights and a description thereof

There are no shareholders, by virtue of a statutory provision, conferring special control rights.

Ε. Limitations on voting rights

The Company's Articles of Association do not provide for any limitations on the voting rights attached to each share.

F. Shareholders' agreements notified to the Company that involve limitation on the transfer of shares or the exercise of voting rights

The Company is not aware of any agreements among its shareholders involving limitation on the transfer of the Company's shares or on the exercise of voting rights attached to its shares.

G. Regulations for the appointment and replacement of members of the Board of Directors (BoD) and amendment of the Articles of Association

The regulations provided for in the Company's Articles of Association for the appointment and replacement of members of the Board of Directors and for the amendment of its provisions do not differ from those provided for in Art. 4548/2018.

H. Authority of the Board of Directors or certain members of the Board of Directors to issue new shares or to purchase own shares

  1. In accordance with the provisions of Article 24 of Law No. 4548/2018 and in conjunction with the provisions of Article 5C of its Articles of Association, the Board of Directors of the Company, by a decision of the Board of Directors taken by a majority of at least two thirds (2/3) of all its members, has the right, following a decision of the General Meeting subject to the publicity formalities of Article 13 of Law No. 4548/2018, for a period not exceeding five years, to increase the Company's share capital partially or totally by issuing new shares. In this case, in accordance with Article 5C of the Company's Articles of Association, the share capital may be increased up to three times the capital existing on the date on which the Board of Directors was granted such authority by the General Meeting. The aforementioned authority of the Board of Directors may be renewed by decision of the General Meeting for a period not exceeding five years for every update granted. No such decision has been taken by the General Meeting of the Company's shareholders.

  2. In accordance with the provisions of Article 113 of Law No. 4548/2018 and Article 5G of the 143 JUMBO GROUP S.A.Annual Report for the financial year 01.01.2025-31.12.2025

Company's Articles of Association, by decision of the General Meeting of the Company's shareholders, taken by an increased quorum and majority, a share distribution plan may be established for the members of the Board of Directors and the staff of the Company and its affiliated companies within the meaning of Article 32 of Law No. 4308/2014, in the form of a stock option, in accordance with the specific terms of this decision, a summary of which shall be submitted to the publicity formalities. Persons who provide services to the Company on a regular basis may also be designated as beneficiaries. The total nominal value of the shares distributed in accordance with the aforementioned may not exceed, in total, one tenth (1/10) of the paid-up capital on the date of the decision of the General Meeting of the Company's shareholders. This decision shall provide whether the Company will increase its share capital or use shares acquired or had acquired, in order to satisfy the option, in accordance with Article 49 of the Law 4548/2018.

The decision of the General Meeting of the Company’s Shareholders must determine the maximum number of shares that may be acquired or issued if the beneficiaries exercise the above option, the offering price or the method of determining it, the terms of the distribution of the shares to the beneficiaries, the beneficiaries or classes thereof, subject to para. 2 of Article 35 of 4548/2018, the term of the plan and any other relevant provision. The same decision may assign the Board of Directors to determine the beneficiaries or beneficiary categories, the way of exercising the option and any other term of the distribution plan. No such decision has been taken by the General Meeting of the Company's shareholders.

  1. According to the provisions of Article 49 of Law No. 4548/2018, the acquisition of treasury shares is possible under certain conditions. At its meeting held on September 30, 2024, the Company’s Board of Directors decided to implement the Share Buyback Program pursuant to the resolution of the Ordinary General Meeting of Shareholders dated September 26, 2024, under the following terms:

a. The maximum number of shares that may be acquired shall not exceed 13.605.975 shares, representing 10% of the Company’s paid-up share capital.
b. The minimum purchase price per share is set at € 1,00, and the maximum purchase price per share is set at € 27,20.
c. The duration of the share buyback program is set at twenty-four (24) months.

The share repurchases will be executed through a member of the Athens Stock Exchange. The final amount to be allocated to the program, as well as the total number of shares to be ultimately acquired, will depend on the prevailing market conditions and the Company’s financial position at the time.

During the period from 1 January 2025 to 27 March 2025, the Company held 755.411 treasury shares, representing 0,56% of its total share capital (136.059.759 shares). No shares of the Company were held by its subsidiaries. The Annual General Meeting of shareholders held on 9 July 2025 resolved, inter alia, the cancellation, in accordance with article 49 of Law 4548/2018, of 1.694.198 treasury shares with a nominal value of €0,88 each, which had been acquired during the period from 1 October 2024 to 27 March 2025. This resulted in a reduction of the Company’s share capital by €1.490.894,24 and a corresponding amendment to article 5A (“Share Capital – Shares”) of the Articles of Association. The amendment of article 5A of the Company’s Articles of Association was approved by virtue of decision no. 3673708/ΑΠ of the Ministry of Development and was registered with the General Commercial Registry (G.E.MI.) on 25 July 2025. The Athens Exchange was informed of the reduction of the share capital due to the cancellation of the shares on 31 July 2025. The date of cancellation and delisting of the 1.694.198 treasury shares from the Athens Exchange was set as 4 August 2025, being the date on which trading of such shares ceased. As at 31 December 2025 and up to the date of publication, neither the Company nor its subsidiaries held any treasury shares.

144 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

I. Significant agreements effective, amended or terminated in the event of a change in control following a public offer and the effects of the agreements thereof

There are no agreements effective, amended or terminated in the event of a change in control of the Company following a public offer. We note, however, the following:

On 15.05.2023, the Bulgarian subsidiary company "JUMBO ECB Ltd", in compliance with the obligation undertaken in the lease agreement of 08.07.2011, as amended on 06.07.2012 - concerning rental of real estate - for extension of the initial term of the lease for twelve (12) additional years from its expiration on 28.05.2023, i.e. until 28.05.2035, signed a new lease agreement for the above-mentioned real estate with the lessor company, with term until 29.05.2035 and with the right of the leasing subsidiary to further unilaterally extend the lease for another twelve (12) years, i.e. until 28.05.2047. In the new lease contract signed on 15.05.2023, it is not provided that the Bulgarian subsidiary "JUMBO ECB Ltd" has an obligation to purchase the property in case of explicitly mentioned changes in the Board of Directors of the Company, as provided for in the previous lease contract as of 08.07.2011.

J. Agreements with members of the Board of Directors or with the Company's personnel providing for compensation in the event of termination or expiration of their term of office or employment for any reason due to a public offer

There are no agreements between the Company and members of its Board of Directors or its employees that provide for the payment of compensation specifically in the event of resignation or dismissal without just cause or termination of their term of office or employment due to a public offer.

K. SIGNIFICANT POST YEAR END EVENTS

During the first quarter of 2026, Group sales increased by approximately 7,3% y-o-y. Overall, for the first quarter of 2026, net sales of the Parent Company—excluding intra-group transactions—recorded an increase of approximately 11% y-o-y. For the first quarter of 2026, sales in Cyprus increased by approximately 4% y-o-y, while sales in Bulgaria increased by approximately 11% y-o-y. In Romania, sales decreased by approximately 4% y-o-y.

The Extraordinary General Meeting of shareholders held on 4 February 2026 approved the payment of an extraordinary cash distribution of € 0,50 per share (gross), before withholding dividend tax, amounting to €67.182.780,50. The distribution was made from extraordinary reserves arising from taxed and undistributed profits of financial years 2022 and 2023. The net amount, after the deduction of 5% withholding tax, where applicable, amounted to €0,4750 per share, and payment to beneficiaries commenced on 30 March 2026.

The Board of Directors, by its resolution dated 25 February 2026, approved the distribution of dividends amounting to € 70 million from the 100% subsidiary “JUMBO EC.R. S.R.L.” (Romania), relating to profits of the financial years 01.07.2018–30.06.2019 and the extended financial year 01.07.2019– 31.12.2020.

As part of the Group’s strategy to acquire previously leased stores in operation, aiming to enhance operational efficiency and long-term sustainability, the acquisition of the leased store at the Military shopping centre in Bucharest (Romania) was completed, representing the first such transaction for 2026.

In February 2026, the merger by absorption of the subsidiaries Indene Properties Limited, Ingane Properties Limited and Introserve Properties Limited by Jumbo Trading Limited was approved, with no material impact expected on the Group’s financial position or operations.

On 9 April 2026, the merger by absorption of the Company’s 100% (non-listed) subsidiary “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2” (Absorbed Company) was completed. As the Absorbed Company was wholly owned, the merger was 145 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 carried out without any increase in the Company’s share capital or issuance of new shares and did not result in any change in the shareholder structure. Following the completion of the merger, the Absorbed Company was deregistered from G.E.MI. and ceased to exist as a legal entity, with the Company becoming its universal successor.

The escalation of geopolitical tensions in the Middle East continues to have a significant impact on international energy markets, intensifying upward pressure on oil prices and increasing fuel and transportation costs. Instability in the broader region, combined with heightened geopolitical risk, creates increased volatility in freight and energy prices, directly affecting supply chain costs and product pricing. These developments directly and indirectly affect the Group’s operations, as the operation of stores bearing the Jumbo brand in Israel continues to be adversely impacted. It is noted that wholesale activity through partnerships with independent customers remains complementary in nature and entails limited financial risk for the Group. In response to these challenges, the Group continues to redesign its product offering, maintain adequate inventory levels, optimise logistics and contain costs, while its zero bank debt further enhances its financial resilience.

There are no other subsequent events to the financial statements that affect the Group or the Company, which should be disclosed under IFRS. The current Annual Report of Board of Directors for the financial year 01.01.2025-31.12.2025 has been published on website at www.e-jumbo.gr (http://corporate.e-jumbo.gr/).Moschato, 27 April 2026

By delegation of the Board of Directors
Apostolos-Evangelos Vakakis
Chairman of the Board of Directors

146 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

IV. Annual Financial Statements

The attached Financial Statements are the ones approved by the Board of Directors of JUMBO S.A. on 27.04.2026 and published to the electronic address www.e-jumbo.gr (http://corporate.e-jumbo.gr/) as well as on ATHEX website, where they will remain at the disposal of investors for at least ten (10) years starting from their preparation and publication date.

147 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

A. INCOME STATEMENT FOR THE FISCAL YEARS 01.01.2025-31.12.2025 and 01.01.2024-31.12.2024

(All amounts are expressed in euros except from shares)

THE GROUP THE COMPANY
Notes 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024
Turnover 5.1 1.232.904.830 1.149.873.264 996.113.455 916.703.370
Cost of sales 5.2 (558.315.729) (510.388.988) (575.282.809) (521.989.589)
Gross profit 674.589.101 639.484.277 420.830.646 394.713.781
Other operating income 5.4 23.098.613 26.944.980 11.886.550 21.190.793
Distribution costs 5.3 (262.324.760) (244.251.366) (160.619.581) (154.702.242)
Administrative expenses 5.3 (35.820.566) (33.370.110) (24.894.244) (23.863.051)
Other operating expenses 5.4 (7.027.078) (5.312.129) (4.023.744) (3.863.791)
Profit before tax, interest and investment results 392.515.312 383.495.651 243.179.626 233.475.491
Finance costs 5.5 (7.420.313) (7.342.213) (4.553.728) (4.471.142)
Finance income 5.5 9.345.579 14.108.386 3.004.653 5.106.255
Other financial results 5.5 665.550 - 66.000.000 70.000.000
2.590.816 6.766.173 64.450.924 70.635.113
Profit before tax 395.106.128 390.261.824 307.630.550 304.110.604
Income tax 5.6 (74.796.711) (70.165.069) (54.687.354) (49.998.191)
Profit after income tax 320.309.417 320.096.756 252.943.196 254.112.412
Attributable to:
Shareholders of the parent company 320.309.417 320.096.756 252.943.196 254.112.412
Non-controlling Interests - - - -
Earnings per share
Basic earnings per share (€/share) 5.7 2,3839 2,3545 1,8825 1,8692
Earnings before interest, tax investment results depreciation and amortization 435.659.964 422.767.718 267.411.306 256.507.598
Earnings before interest, tax and investment results 392.515.312 383.495.651 243.179.626 233.475.491
Profit before tax 395.106.128 390.261.824 307.630.550 304.110.604
Profit after tax 320.309.417 320.096.756 252.943.196 254.112.412

The accompanying notes constitute an integral part of the financial statements.

148 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

B. STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE FISCAL YEARS 01.01.2025-31.12.2025 and 01.01.2024-31.12.2024

(All amounts are expressed in euros except from shares)

THE GROUP THE COMPANY
01/01/2025- 31/12/2025 01/01/2024- 31/12/2024 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024
Net profit (loss) for the year 320.309.417 320.096.756 252.943.196 254.112.412
Items that will not be classified subsequently in the income statement:
Actuarial Gains / (Losses) 794.441 239.137 810.431 241.915
Deferred taxes to the actuarial gains / (losses) (176.696) (52.943) (178.295) (53.221)
617.745 186.194 632.136 188.694
Items that may be classified subsequently in the income statement:
Gain / (Losses) on measurement of financial assets at fair value through other comprehensive income 9.125.545 3.651.625 - -
Exchange differences on translation of foreign operations (10.898.237) (1.953.436) - -
(1.772.692) 1.698.189 - -
Other comprehensive income for the year after tax (1.154.946) 1.884.383 632.136 188.694
Total comprehensive income for the year 319.154.470 321.981.139 253.575.333 254.301.106
Total comprehensive income for the year attributed to :
Owners of the parent 319.154.470 321.981.139 253.575.333 254.301.106
Non-controlling Interests - - - -

The accompanying notes constitute an integral part of the financial statements.

149 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

C. STATEMENT OF FINANCIAL POSITION FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts are expressed in euros unless otherwise stated)

THE GROUP THE COMPANY
Notes 31/12/2025 31/12/2024 31/12/2025 31/12/2024
Non-current Assets
Property, Plant and Equipment and Intangible Assets 5.8 724.180.144 720.725.066 338.254.559 327.007.651
Right of use assets 5.8 66.167.675 75.648.167 49.197.458 55.756.518
Investment property 5.9 17.823.537 12.140.628 1.271.072 1.471.355
Investments in subsidiaries 5.10 - - 147.514.056 136.688.434
Financial assets at fair value through other comprehensive income 5.11.1 31.710.709 23.585.165 - -
Other Long-term receivables 5.12 8.142.372 8.941.361 5.554.751 6.109.322
Long-term restricted bank deposits 5.17 9.100.000 10.550.000 - -
857.124.437 851.590.386 541.791.896 527.033.280
Current Assets
Inventories 5.13 310.497.568 260.870.129 229.846.997 194.799.733
Trade debtors and other trade receivables 5.14 75.235.066 76.960.832 84.079.821 77.667.057
Other receivables 5.15 82.384.847 62.030.925 76.289.225 58.352.487
Other current assets 5.16 7.548.284 6.283.796 5.564.359 4.694.159
Short term restricted bank deposits 5.17 2.970.452 2.995.273 - -
Cash and cash equivalents 5.18 536.668.758 444.815.962 180.572.205 159.157.382
1.015.304.975 853.956.917 576.352.607 494.670.818
Non-current assets held for sale 5.19 - 825.731 - -
Total assets 1.872.429.412 1.706.373.035 1.118.144.503 1.021.704.098
Equity and Liabilities
Equity attributable to the shareholders of the parent
Share capital 5.20.1 118.241.694 119.732.588 118.241.694 119.732.588
Share premium reserve 5.20.2 50.026.742 50.026.742 50.026.742 50.026.742
Translation reserve (31.013.157) (20.114.920) - -
Other reserves 5.20.2 460.327.857 330.888.684 448.775.755 328.474.970
Retained earnings 978.788.869 927.610.688 264.722.174 280.882.978
1.576.372.006 1.408.143.782 881.766.364 779.117.277
Non-controlling Interests - - - -
Total equity 1.576.372.006 1.408.143.782 881.766.364 779.117.277
Non-current liabilities
Liabilities for pension plans 5.21 9.926.965 10.288.382 9.774.294 10.173.707
Long-term lease liabilities 5.23 58.336.181 67.552.241 47.089.340 53.990.445
Other Long-term liabilities 5.24 10.815.285 16.571.078 53.876 5.733.877
Deferred tax liabilities 5.25 6.111.104 5.678.405 6.170.043 5.726.399
Provisions 5.26 592.248 592.248 592.248 592.248
Total non-current liabilities 85.781.783 100.682.354 63.679.801 76.216.676
Current liabilities
Trade and other payables 5.27 47.372.863 45.324.252 46.803.561 52.435.903
Current tax liabilities 5.28 100.789.097 92.690.736 73.889.918 68.773.221
Short-term loan liabilities 5.22 -122.719 - - -
Short-term lease liabilities 5.23 8.096.075 7.630.869 6.392.617 5.825.135
Other current liabilities 5.29 54.017.588 51.778.323 45.612.241 39.335.885
Total current liabilities 210.275.623 197.546.899 172.698.337 166.370.144
Total liabilities 296.057.406 298.229.252 236.378.138 242.586.820
Total equity and liabilities 1.872.429.412 1.706.373.035 1.118.144.502 1.021.704.098

The accompanying notes constitute an integral part of the financial statements.

150 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

D. STATEMENT OF CHANGES IN EQUITY - GROUP FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2025

(All amounts are stated in Euro unless otherwise mentioned)

THE GROUP Share Capital Share Premium Reserve Translation Reserve Statutory Reserve Fair value Reserve Tax- free reserves Extraordinary reserves Other reserves Retained earnings Total Equity
Balances as at 1st January 2025, according to the IFRS 119.732.588 50.026.742 (20.114.920) 53.786.617 2.385.579 1.797.944 297.437.325 (24.518.781) 927.610.688 1.408.143.782
Changes in Equity
Other changes in Equity - - - - - - - - - -
Dividend paid - - - - - - (63.499.090) - (68.029.880) (131.528.970)
Statutory Reserve - - - 27.234 - - - - (27.234) -
Share buyback (1.490.894) - - - - - - 23.667.738 (41.574.121) (19.397.277)
Extraordinary Reserves - - - - - - 159.500.000 - (159.500.000) -
Transactions with owners (1.490.894) - - 27.234 - - 96.000.910 23.667.738 (269.131.234) (150.926.247)
Net profit for the year 01/01/2025- 31/12/2025 - - - - - - - - 320.309.417 320.309.417
Other comprehensive income
Actuarial gains / (losses) on defined benefit pension plans - - - - - - - 794.441 - 794.441
Deferred tax actuarial gains / (losses) - - - - - - - (176.696) - (176.696)
Exchange differences on transaction of foreign operations - - (10.898.237) - - - - - - (10.898.237)
Profit / (Loss)from the measurement of financial assets at fair value through other comprehensive income - - - - 9.125.545 - - - - 9.125.545
Other comprehensive income - - (10.898.237) - 9.125.545 - - 617.745 - (1.154.946)
Total comprehensive income for the year - - (10.898.237) - 9.125.545 - - 617.745 320.309.417 319.154.470
Balance as at December 31st , 2025 according to IFRS 118.241.694 50.026.742 (31.013.157) 53.813.851 11.511.124 1.797.944 393.438.235 (233.297) 978.788.869 1.576.372.006

The accompanying notes constitute an integral part of the financial statements.

151 JUMBO GROUP S.A.Annual Report for the financial year 01.01.2025-31.12.2025

ST FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2024 (All amounts are stated in Euro unless otherwise mentioned) THE GROUP

Share Capital Share Premium Reserve Translation Reserve Statutory Reserve Fair value Reserve Tax-free reserves Extraordinary reserves Other reserves Retained earnings Total Equity
Balances as at 1st January 2024, according to the IFRS 119.732.588 50.026.742 (18.161.484) 53.786.617 (1.266.046) 1.797.944 109.073.180 (1.037.236) 1.013.621.021 1.327.573.326
Changes in Equity
Other changes in Equity - - - - - - - - (47.330) (47.330)
Dividend paid - - - - - - (81.635.855) - (136.059.759) (217.695.615)
Share buyback - - - - - - - (23.667.738) - (23.667.738)
Extraordinary Reserves - - - - - - 270.000.000 - (270.000.000) -
Transactions with owners - - - - - - 188.364.145 (23.667.738) (406.107.089) (241.410.683)
Net profit for the year 01/01/2024- 31/12/2024 - - - - - - - - 320.096.756 320.096.756
Other comprehensive income
Actuarial gains / (losses) on defined benefit pension plans - - - - - - - 239.137 - 239.137
Deferred tax actuarial gains / (losses) - - - - - - - (52.943) - (52.943)
Exchange differences on transaction of foreign operations - - (1.953.436) - - - - - - (1.953.436)
Profit / (Loss)from the measurement of financial assets at fair value through other comprehensive income - - - - 3.651.625 - - - - 3.651.625
Other comprehensive income - - (1.953.436) - 3.651.625 - - 186.194 - 1.884.383
Total comprehensive income for the year - - (1.953.436) - 3.651.625 - - 186.194 320.096.756 321.981.139
Balance as at December 31st, 2024 according to IFRS 119.732.588 50.026.742 (20.114.920) 53.786.617 2.385.579 1.797.944 297.437.325 (24.518.781) 927.610.688 1.408.143.782

The accompanying notes constitute an integral part of the financial statements. 152

JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

E. STATEMENT OF CHANGES IN EQUITY - COMPANY

ST FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2025 (All amounts are stated in Euro unless otherwise mentioned) THE COMPANY

Share Capital Share Premium Reserve Statutory Reserve Tax- free reserves Extraordinary reserves Other reserves Retained earnings Total Equity
Balances as at 1st January 2025, according to the IFRS 119.732.588 50.026.742 53.786.617 1.797.944 297.437.325 (24.546.916) 280.882.978 779.117.277
Changes in Equity
Other movements in equity for the year - - - - - - - -
Dividends paid - - - - (63.499.090) - (68.029.880) (131.528.970)
Statutory Reserve - - - - - - - -
Share buyback (1.490.894) - - - - 23.667.738 (41.574.121) (19.397.277)
Extraordinary Reserves - - - - 159.500.000 - (159.500.000) -
Transactions with owners - - - - 96.000.910 23.667.738 (269.104.000) (150.926.247)
Net profit for the year 01/01/2025-31/12/2025 - - - - - - 252.943.196 252.943.196
Other comprehensive income
Actuarial gains / (losses) on defined benefit pension plans - - - - - 810.431 - 810.431
Deferred tax actuarial gains / (losses) - - - - - (178.295) - (178.295)
Other comprehensive income - - - - - 632.136 - -
Total comprehensive income for the year - - - - - 632.136 252.943.196 253.575.333
Balance as at December 31st 2025 according to IFRS 118.241.694 50.026.742 53.786.617 1.797.944 393.438.235 (247.041) 264.722.174 881.766.364

The accompanying notes constitute an integral part of the financial statements. 153

JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

ST FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2024 (All amounts are stated in Euro unless otherwise mentioned) THE COMPANY

Share Capital Share Premium Reserve Statutory Reserve Tax- free reserves Extraordinary reserves Other reserves Retained earnings Total Equity
Balances as at 1st January 2024, according to the IFRS 119.732.588 50.026.742 53.786.617 1.797.944 109.073.180 (1.067.871) 432.877.655 766.226.854
Changes in Equity
Other movements in equity for the year - - - - - (47.330) (47.330)
Dividends paid - - - - (81.635.855) - (136.059.759) (217.695.614)
Statutory Reserve - - - - - - - -
Share buyback - - - - - (23.667.738) - (23.667.738)
Extraordinary Reserves - - - - 270.000.000 - (270.000.000) -
Transactions with owners - - - - 188.364.145 (23.667.738) (406.107.089) (241.410.683)
Net profit for the year 01/01/2024-31/12/2024 - - - - - - 254.112.412 254.112.412
Other comprehensive income
Actuarial gains / (losses) on defined benefit pension plans - - - - - 241.915 - 241.915
Deferred tax actuarial gains / (losses) - - - - - (53.221) - (53.221)
Other comprehensive income - - - - - 188.694 - 188.694
Total comprehensive income for the year - - - - - 188.694 254.112.412 254.301.106
Balance as at December 31st 2024 according to IFRS 119.732.588 50.026.742 53.786.617 1.797.944 297.437.325 (24.546.916) 280.882.978 779.117.277

The accompanying notes constitute an integral part of the financial statements. 154

JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 155

F. STATEMENT OF CASH FLOWS FOR THE FISCAL 01.01.2025-31.12.2025 AND 01.01.2024-31.12.2024

(All amounts are expressed in euros unless otherwise stated)

Indirect Method Notes THE GROUP 01/01/2025- 31/12/2025 THE GROUP 01/01/2024- 31/12/2024 THE COMPANY 01/01/2025- 31/12/2025 THE COMPANY 01/01/2024- 31/12/2024
Cash flows from operating activities
Cash flows from operating activities 5.30 372.651.196 371.561.655 206.269.861 233.973.406
Interest paid (4.538.846) (2.635.936) (2.385.906) (2.195.315)
Tax paid (71.199.434) (68.238.621) (52.788.197) (49.434.731)
Net cash flows from operating activities 296.912.917 300.687.098 151.095.759 182.343.360
Cash flows from investing activities
Acquisition of tangible and intangible assets (38.384.015) (66.338.285) (29.107.865) (33.850.367)
Proceeds from disposal of tangible and intangible assets 385.986 7.198.258 328.848 1.308.545
Purchase of financial assets - bonds 992.700 - - -
Purchase of subsidiaries (1.200.000) - - -
Acquisition of subsidiaries 5.10.1 (10.705.577) - (10.825.621) -
Dividends received from subsidiaries - - 66.000.000 70.000.000
Dividends received 1.876.200 828.384 - -
Interest received 9.916.790 13.791.382 3.004.653 5.106.255
Net cash flows from investing activities (37.117.917) (44.520.261) 29.400.014 42.564.433
Cash flows from financing activities
Dividends paid to owners of the Parent (131.528.969) (217.695.614) (131.528.969) (217.695.614)
Proceeds from borrowings (122.719) 122.719 - -
Lease repayments (2.325.789) (3.001.882) (1.821.081) (1.946.824)
Interest paid for leases (9.727.205) (8.533.836) (6.333.624) (6.113.854)
Share Buyback (19.397.277) (23.667.738) (19.397.277) (23.667.738)
Net cash flows from financing activities (163.101.958) (252.776.351) (159.080.950) (249.424.030)
Increase/(decrease) in cash and cash equivalents (net) 96.693.041 3.390.486 21.414.823 (24.516.237)
Cash and cash equivalents in the beginning of the year 447.811.235 444.422.556 159.157.382 183.673.619
Exchange difference on cash and cash equivalents (4.865.066) (1.807) - -
Cash and cash equivalents at the end of the year 539.639.210 447.811.235 180.572.205 159.157.382
Cash and cash equivalents 536.668.758 444.815.962 180.572.205 159.157.382
Short term restricted bank deposits 2.970.452 2.995.273 - -
Total 539.639.210 447.811.235 180.572.205 159.157.382

The accompanying notes constitute an integral part of the financial statements.

JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

G. NOTES TO THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2025

1. Information

The Group’s Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). JUMBO is a trading company, established according to the Greek Legislation. Reference made to the “COMPANY” or “JUMBO S.A.” indicates, unless otherwise stated in the text, the Group “JUMBO” and its fully consolidated subsidiary companies. The Company’s distinctive title is “JUMBO” and it has been registered in its articles of incorporation as well as at the department for trademarks of the Ministry of Development as a brand name for JUMBO products and services under number N275509, with protection period upon extension until 27.07.2032.

The Company was incorporated in 1986 (Government Gazette 3234/26.11.1986) and its term was set as that of thirty (30) years. According to the decision of the Extraordinary General Meeting of the shareholders dated 3/5/2006, approved by the decision of the Ministry of Development N. K2- 6817/9.5.2006, the term of the company was extended to seventy years (70) from the date of its registration in the Registry of Societes Anonymes. Initially, the Company’s registered office was located in the Municipality of Glyfada, at. 11 Angelou Metaxa street. According to the same aforementioned decision as of 03.05.2006 of the Extraordinary General Meeting of shareholders, approved by the decision of the Ministry of Development N. K2- 6817/9.5.2006, the registered office of the company was transferred to the Municipality of Moschato, Attica region, and, specifically, to 9 Cyprus street and Hydras, PC 183 46, where its headquarters are located.

The Company is registered in the Registry of Societes Anonymes of the Ministry of Development, Department of Societes Anonymes and Credit, under No 7650/06/Β/86/04, while the Company’s registration number at the General Electronic Commercial Registry (G.E.MI.) is 121653960000. The Company’s operations are governed by Law 4548/2018, as codified by Law 5255/2025. The Financial Statements for the period ended 31 December 2025 (01.01.2025-31.12.2025) were approved by the Board of Directors on 27 April, 2026 and are subject to the approval of the Annual General Meeting.

2.# Company’s Activity

The Company’s main operation is retail sale of toys, baby items, seasonal items, decoration items, books and stationery and is classified based on the STAKOD 03 bulletin of the National Statistics Service in Greece (E.S.Y.E.) within the sector “other retail trade of new items in specialized shops” (STAKOD category 525.9). A small part of its operations concerns wholesale of toys and similar items to third parties.

The Company has been listed on the Athens Exchange since 19.7.1997, and since June 2010 participates in FTSE/Athex 20 index. Based on the provisions of the Athens Exchange Regulation, the Company’s shares are included in the “Main Market” category. Additionally, applying the decision made on 24.11.2005 by its Board of Directors, regarding the adoption of a model of FTSE Dow Jones Industry Classification Benchmark (ICB), as of 02.01.2006, the Athens Exchange classified the Company under the sector of financial activity Toys, which includes only the company “JUMBO”.

Following the regular review of the composition of the FTSE Russell | Industry Classification Benchmark (ICB) the company "JUMBO COMMERCIAL COMPANY" was reclassified on 18.09.2023 from the "40203035 - Toys " to the "40401010 - Diversified Retailers". Within 40 years of its operation, the Company has become one of the largest retail companies.

156 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

As at 31 December 2025, the Group operated a network of 89 stores in Greece, Cyprus, Bulgaria and Romania , as well as the e-jumbo online store in Greece, Cyprus, Bulgaria and Romania. In addition, through partnerships, the Company had, as at 31 December 2025, a presence with Jumbo- branded stores in North Macedonia (6 stores), Albania (8 stores), Kosovo (8 stores), Serbia (6 stores), Bosnia (8 stores), Montenegro (3 stores) and Israel (4 stores). As at 31 December 2025, the Group employed 7.232 people, of whom 6.026 were permanent staff and 1.206 temporary staff.

3. Framework for the Preparation of Financial Statements

The accompanying financial statements of the Group and the Company (henceforth Financial Statements) dated as at December 31, 2025, covering the fiscal year from January 1st 2025 to December 31st 2025 have been prepared according to the historical cost convention, under the going concern principle and comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), as well as their interpretations issued by the Standards Interpretation Committee (I.F.R.I.C.) of IASB, as adopted by the European Union.

Preparation of financial statements according to International Financial Reporting Standards (IFRS) demands the use of accounting estimates and management judgements for the application of accounting policies of the Group. Significant assumptions regarding the application of the accounting policies of the Company are disclosed, where it is deemed appropriate. The estimates and judgements made by the Management are constantly evaluated and are based on empirical facts and other factors, including provisions made for future events, which are considered predictable under normal circumstances.

The accounting principles adopted for the preparation of these financial statements are the same as those applied for the preparation of the financial statements of the financial year 01.01.2024-31.12.2024 with the exception of the new or revised accounting standards and interpretations mentioned in note 3.1. to the Financial Statements and applicable to the Group.

3.1 Changes in Material Accounting Policies

3.1.1. New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union.

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01.01.2025.

Title Εffective for periods beginning on or after
Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates) 1 January 2025
Disclosures about Uncertainties in Financial Statements – Not applicable – illustrative Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, examples do not have an IAS 8, IAS 36 and IAS 37 effective date N/A

Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates)

On 15 August 2023, the IASB issued Lack of Exchangeability which amended IAS 21 The Effects of Changes in Foreign Exchange Rates. The Amendment introduce requirements to assess when a currency 157 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 is exchangeable into another currency and when it is not. The Amendments require an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency. These amendments have no effect on the measurement of any items in the financial statements of the Group.

Disclosures about Uncertainties in Financial Statements

On 28 November 2025, the IASB issued Disclosures about Uncertainties in the Financial Statements – Illustrative examples, which amended multiple IFRS Accounting Standards to include illustrative examples demonstrating how companies can apply IFRS Accounting Standards when reporting the effects of uncertainties in their financial statements. The illustrative examples are accompanying materials to IFRS Accounting Standards and do not have an effective date. The Group has considered these illustrative examples in its preparation of the consolidated financial statements and no additional disclosures or changes in presentation were considered necessary.

3.1.2. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application is not effective yet or they have not been adopted by the European Union.

Title Εffective for periods beginning on or after
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7) 1 January 2026
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) 1 January 2026
Annual Improvements to IFRS Accounting Standards – Volume 11 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027

The Group is currently assessing the impact of these new accounting standards and amendments.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures. The Group does not expect to be eligible to apply IFRS 18.

158 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

3.2. Significant, Accounting Judgments Estimates and Assumptions

The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Estimates and judgments are based on past experience as well as on other factors including expectations for future events, which are considered reasonable under the specific circumstances.

(i) Judgments

The main judgments made by the Management of the Group (apart from those involving estimates which are presented further below) that have the most significant effect on the amounts recognised in the financial statements mainly relate to:

  • Contingencies
    The Group is involved in litigation and claims in the normal course of its operations. The Management is of the opinion that any resulting settlements would not materially affect the financial position of the Group and of the Company as at December 31, 2025. However, the determination of contingent liabilities relating to the litigation and claims is a complex process that involves judgments as to the outcomes and interpretation of laws and regulations.

(ii) Estimates and assumptions

Certain amounts included in or affecting the financial statements and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. A ‘‘critical accounting estimate’’ is the one which is both significant to the portrayal of the company’s financial position and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.The Group evaluates such estimates on an ongoing basis, based upon historical results and experience, consultation with experts, trends and other methods considered reasonable in the particular circumstances, as well as Group’s projections as to how they might change in the future.

  • Estimation of Fair Value of Financial Instruments
    The calculation of the fair value of financial assets and liabilities for which there are no market prices published, requires the use of specific valuation techniques. The measurement of their fair value requires different types of estimates. The most important estimates include the assessment of different risks to which the instrument is exposed to such as business risk, liquidity risk etc., and the assessment of the future profitability prospects in the case of equity securities valuation.

  • Measurement of expected credit losses
    Impairment of financial assets is based on assumptions regarding the risk of default and percentages of expected credit losses. In particular, the Group's management applies judgments in selecting such assumptions, as well as in selecting the inflows for the calculation of impairment, based on historical data, the current market conditions and the projections for future financial amounts at the end of the reporting period. Regarding contractual assets, trade receivables and leases, the simplified approach of IFRS 9 is applied, calculating the expected credit losses over the life of those items using a table of projections. This table is based on historical data but is adjusted in such a way that it should reflect the projections for the future economic environment. The correlation between the historical data, future financial conditions and the expected credit losses requires making significant estimates. The amount of expected credit losses depends to a large extent on changes in the circumstances and the projections of the future financial conditions. Moreover, historical data and projections for the future may not lead to conclusions indicative of the actual amount of customer liabilities default in the future.

159 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

  • Inventory
    Inventories are measured at the lower of cost and net realisable value. In order to estimate the net realisable value, Management takes into consideration the most reliable data available at the time of making the estimate.

  • Income tax
    The Group is subject to income tax in in Greece and other countries where it operates. Significant estimates are required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such amounts are finalized.

  • Provisions
    Doubtful accounts are reported at the amounts likely to be recoverable. The estimation of the amounts to be recovered is a result of analysis as well as the Group’s experience regarding the probability of default. As soon as it is noted that a particular account is subject to a risk over and above the normal credit risk (e.g., low credit worthiness of the customer, dispute as to the existence or the amount of the claim, etc.), the account is analyzed and recorded as a bad debt if circumstances indicate the receivable is non-recoverable.

  • Useful life of depreciated assets
    Tangible fixed assets are depreciated over their estimated useful lives. The Group’s Management examines the useful life of depreciated assets during each reporting period. At 31st December, 2025, it is estimated that the useful life represents the expected usefulness of the underlying assets.

  • Impairment of property, plant and equipment
    Property, plant and equipment are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To calculate the value in use, the Management estimates the future cash flows from the asset or cash-generating unit and selects the appropriate discount rate to calculate the present value of future cash flows.

  • Weighted Average Number of Shares
    The use of the weighted average number of shares reflects the potential variation in share capital during the reporting period, due to fluctuations in the number of shares outstanding at any given time. Judgment is required to determine the number of shares and the timing of their issuance. The calculation of the weighted average number of shares affects the computation of both basic and diluted earnings per share.

  • Employee Termination Benefit Obligations
    Obligations for employee termination benefits are calculated based on actuarial methods, which require management to estimate certain parameters such as future salary increases, the discount rate applied to these obligations, employee turnover rates, etc. At each reporting date when the relevant provision is reviewed, management endeavors to make the best possible estimates for these parameters.

  • Right-of-Use Assets
    The Group’s key estimates regarding right-of-use assets relate to the identification of leases within specific transactions, the terms of lease renewal options, and the determination of the discount rate to be applied.

  • Impairment assessment of investments in subsidiaries
    The Company assesses at each reporting date whether there are any indications of impairment in the value of its investments in subsidiaries. Where such indications exist, the Company performs an impairment test in accordance with its accounting policy.

160 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The key Management estimates in determining the recoverable amount relate to the estimation of future cash flows, which depends on a number of factors, including expectations regarding future sales, cost assumptions and the application of an appropriate discount rate.

4. Material accounting principles

Significant accounting policies which have been used in the preparation of these consolidated financial statements are summarized below. It is worth noting, as analytically reported above in paragraph 3.2, that accounting estimates and assumptions are used for the preparation of the financial statements. Despite the fact that these estimates are based on the Management’s best knowledge of the current issues and actions, the final results are likely to differ from what has been estimated.

4.1 Segment Reporting

The Group recognizes the following geographical segments: Greece, Cyprus, Bulgaria and Romania as operating segments. The above segments are used by Group management for internal reporting purposes. Management’s strategic decisions are based on the operating results of every segment, which are used for the measurement of their productivity.

4.2 Basis for Consolidation

Subsidiary companies: Subsidiary companies are all the companies controlled, directly or indirectly, by another company (parent) either through holding the majority of shares of the company in which the investment was made or through its ability to appoint the majority of the Board of Directors members. Namely, subsidiary companies are the ones controlled by the parent company. JUMBO S.A. obtains and exercises control through voting rights. Existence of any potential voting rights which are enforceable at the preparation of the financial statements is taken into consideration to determine whether the parent company exercises control over the subsidiaries.

Subsidiary companies are fully consolidated from the date control over them is obtained and cease to be consolidated as from the date such control no longer exists. The acquisition of a subsidiary company by the Group is accounted through the acquisition method (full consolidation). The acquisition cost of a subsidiary is the fair value of the assets transferred, of shares issued and liabilities undertaken as at the acquisition date, plus any costs directly associated with the transaction. Identifiable assets, liabilities and contingent liabilities acquired in a business combination are measured at the acquisition at their fair values, regardless of the participation rate. The acquisition cost other than the fair value of the net assets acquired is recorded as goodwill. If total acquisition cost is lower than the fair value of the net identifiable assets acquired, the difference is recognized directly to the income statement. Investments in subsidiaries are carried at cost less any accumulated impairment losses. An impairment test is performed whenever there is clear evidence of impairment in accordance with the provisions of IAS 36 "Impairment of Assets".

4.3 Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill acquired in a business combination is initially recognised at cost, being the excess of the consideration transferred over the Group’s share of the fair value of the identifiable net assets acquired. Subsequently, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment at least annually. Any impairment

161 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

loss recognised for goodwill is not reversed in subsequent periods. Any gain from a bargain purchase arising on acquisition is recognised directly in profit or loss.

4.4 The Group Structure

The companies included in the full consolidation of JUMBO S.A.are the following: Parent Company: The Societe Anonyme under the name «JUMBO SA» and the distinctive title «JUMBO» was founded in 1986, with current headquarters in Moschato, Attica region (9 Cyprus and Hydras street), has been listed since 1997 on the Athens Exchange and is registered in the Registry for Societes Anonymes of the Ministry of Development with reg. no. 7650/06/Β/86/04 while the Company’s number at the General Electronic Commercial Registry (G.E.MI.) is 121653960000. The company has been classified in the Main Market category of the Athens Exchange.

Subsidiary companies:
1. The subsidiary company under the title «JUMBO TRADING LTD» is a Cypriot limited liability company. It was founded in 1991. Its headquarters are in Nicosia, Cyprus (Avenue Avraam Antoniou 9, Kato Lakatamia of Nicosia). It is registered in the Cyprus Companies’ Register, under number Ε 44824. It operates in Cyprus and has the same objective as the Parent, which is retail trade of toys and related items. The parent company holds 100% of its shares and its voting rights.
2. The subsidiary company in Bulgaria under the title «JUMBO EC.B. LTD» was founded on the 1st of September 2005 as a Single-member Limited Liability Company under the Registration Number 96904, book 1291, of the First Instance Court of Sofia and according to the conditions of the Special Law, under number 115. Its headquarters are in Sofia, Bulgaria (Bul. Bulgaria 51, Sofia 1404). The parent company holds 100% of its shares and voting rights.
3. The subsidiary company in Romania under the title «JUMBO EC.R. S.R.L.» was founded on the 39th of August 2006 as a Limited Liability Company (srl) under Registration Number J40/7122/2013 of the Trade Register, with registered office in Bucharest, district 3, Theodor Pallady Avenue, number 51, th Centrul de Calcul building 5 floor. The parent company holds 100% of its shares and voting rights.
4. The subsidiary company under the name “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT S.A.” is a Greek company, with Tax Identification Number (TIN) 998644096 and General Commercial Registry (G.E.MI.) number 007259901000. The company owns the VESO MARE shopping centre in Patras, where a Jumbo store is already in operation. The Parent Company holds 100% of its share capital and voting rights.
5. GEOFORM LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was founded on 13.03.2015.
6. INTROSERVE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019.
7. INDENE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019.
8. INGANE PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 19.12.2019.
9. NIVAMO PROPERTIES LIMITED is a subsidiary of JUMBO TRADING LTD which holds a 100% stake of its share capital. The company registered office is in Nicosia, of Cyprus (Avraam Antoniou 9 Avenue, Kato Lakatamia of Nicosia). The company was acquired on 30.06.2023.

162 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The Group companies, included in the consolidated financial statements and the consolidation method are the following:

Consolidated Subsidiary Percentage and Participation Headquarters Activity Consolidation method
JUMBO TRADING LTD 100% Direct Cyprus Commercial Full Consolidation
JUMBO EC.B LTD 100% Direct Bulgaria Commercial Full Consolidation
JUMBO EC.R SRL 100% Direct Romania Commercial Full Consolidation
HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT S.A. 100% Direct Greece Investment Full Consolidation
GEOFORM LIMITED 100% Indirect Cyprus Investment Full Consolidation
INTROSERVE PROPERTIES LIMITED 100% Indirect Cyprus Investment Full Consolidation
INDENE PROPERTIES LIMITED 100% Indirect Cyprus Investment Full Consolidation
INGANE PROPERTIES LIMITED 100% Indirect Cyprus Investment Full Consolidation
NIVAMO PROPERTIES LIMITED 100% Indirect Cyprus Investment Full Consolidation

Pursuant to the resolution of the Board of Directors of the Company dated 12 December 2025, as well as the resolution of the Board of Directors of its 100% (non-listed) subsidiary “HERALD HELLAS SINGLE- MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2” (hereinafter the “Absorbed Company”), the initiation of the merger process by absorption of the Absorbed Company by the Company (the “Merger”) was approved. The transformation balance sheet date of the Absorbed Company was set as 31 December 2025. The decision No. 4066743AP/09.04.2026 of the competent G.E.MI. authority, approving the merger by absorption, was registered with the General Commercial Registry (G.E.MI.) on 9 April 2026 under Registration Code Number (KAK) 6019057. Upon completion of the process, the Absorbed Company ceased to exist as a separate legal entity, while all its assets, rights and liabilities were automatically transferred to JUMBO, as the universal successor.

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164 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

4.5 Functional currency, presentation currency and foreign currency translation

The items in the financial statements of the Group’s companies are measured based on the currency of the primary economic environment in which the Group operates (functional currency). Consolidated financial statements are presented in euro, which is the functional currency and the presentation currency of the parent Company.

Transactions in foreign currency are translated to the functional currency at the rates applicable as at the date of transactions. Gains and losses from foreign exchange differences which arise from settling these transactions during the period and from the conversion of monetary items denominated in foreign currency at applicable rates as at the statement of financial position date, are recognised in profit or loss account. Foreign exchange differences from non - monetary items measured at fair value are considered a part of fair value and are consequently recognised in a way consistent with the recognition of differences in fair value.

The Group’s operations in foreign currency (which are an integral part of the parent company’s operations) are translated into the functional currency at the rates applicable as at the transactions’ date, while assets and liabilities pertaining to foreign operations, arising during the consolidation, are translated to euro at exchange rates applicable as at the statement of financial position date.

Separate financial statements of the companies included in the consolidation, which are initially presented in a currency other than the presentation currency of the Group, have been translated into euro. Assets and liabilities have been translated in euro at the closing rate as at the statement of financial position date. Income and expenses have been converted to the presentation currency of the Group at the average exchange rate applicable in the relevant financial year. Any differences arising from that procedure have been debited / (credited) to a reserve of exchange differences in equity (foreign currency translation reserve). Any differences in the sums are due to rounding.

4.6 Property, Plant and Equipment and Intangible Assets

Property plant and equipment and Intangible Assets are disclosed in financial statements at their acquisition cost less accumulated depreciation and any impairment. Cost includes all expenses directly associated with the acquisition of assets.

Subsequent expenses are recognised as increase to the book value of tangible assets or as a separate fixed asset only to the extent that those expenses increase future economic benefits expected to flow from the use of the fixed asset and their cost can be reliably measured. Repairs and maintenance costs are recognised in the income statement when incurred.

Depreciation of other items in tangible assets (other than land, which is not depreciated) is calculated based on the straight-line method over their useful life, which has been estimated as follows:

Asset Useful Life
Buildings 30 – 35 years
Mechanical equipment 5 - 20 years
Vehicles 5 – 10 years
Other equipment 4 - 10 years
Computers and software 3 – 5 years

The depreciation of fixed assets owned by third parties and of the right of use assets is calculated based on the duration of the related lease contracts. Residual values and useful lives of tangible assets are reviewed at every statement of financial position date. When book values of tangible assets exceed their recoverable amount, the difference (impairment) is directly recorded as an expense in the income statement.

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In the case of sale of tangible assets, differences between the consideration received and their book value are recognised as profit or loss in the income statement.

Software: Software licenses are evaluated at acquisition cost less amortization and any impairment losses.### 4.7 Investment Property

Investment Property items concern the investments that are related to those property items (including land, buildings or parts of buildings or both) that are owned (via acquisition or via finance lease) by the Group, in order to receive rents from their hiring, or for the increase of their value (aid of capital), or both, and they are not owned for: (a) being used for the production or the supply of materials / services or for administrative aims, and (b) sale at the usual course of the company’s operations.

Investment Property items are initially measured at acquisition cost, including transaction expenses. The Group has selected after the initial recognition, the cost model and measures the investment property according to the requirements of IAS 16 for this method.

Transfers to Investment Property category take place only when there is a change of their use that is proven by either the completion of their self-use by the Group, or their construction or the exploitation of an operating lease to a third party. Transfers of items from Investment Property category take place only when there is a change of their use that is proven either by the commencement of their self-use by the Group or by the commencement of the exploitation aiming at disposal.

An Investment Property item is written off (eliminated from the statement of financial position) during the disposal or when the investment is being withdrawn permanently from the use and future financing profits are not expected from its disposal. Profits or losses arising from the withdrawal or disposal of an Investment Property item concern the difference between the net-income of the disposal and the book value of the asset and are recognised in the income statement at the period of withdrawal or disposal.

4.8 Impairment of Assets

Assets being depreciated are tested for impairment if there is any indication that their book value will not be recovered. The recoverable amount is the higher amount between the fair value of the asset (net selling price less selling costs) and value in use.

The loss incurred due to the impairment of assets is recognised by the company if the book value of those items (or of the Cash Generating Units) is higher than its recoverable amount. The Group considers each store as a separate Cash Generating Unit.

The net selling price is defined as the amount arising from the sale of the asset in the context of a bi-lateral arm’s length transaction after the deduction of any additional direct cost for sale of the asset, while value in use is the present value of estimated future cash flows expected to flow in the business from the use of the asset and from its sale at the end of its estimated useful life. Any impairment losses are recognised as an expense in the income statement in the financial year in which they arise.

166 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

4.9 Financial Instruments

Initial Recognition and Derecognition

A financial asset or a financial liability is recognised in the Statement of Financial Position, when and only when the Group becomes a contractual party of the financial instrument. Financial assets are derecognised from the Statement of Financial Position when the contractual rights over the cash flows of the financial asset expire, or when the financial asset and substantially all the risks and benefits associated with its ownership are transferred. A financial liability (or part of it) is derecognised from the Statement of Financial Position, when and only when the contractual liability is fulfilled, cancelled or expires.

Classification and measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adding the relevant transaction costs except for financial assets measured at fair value through profit and loss.

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:
a. Amortised cost
b. Fair value through profit and loss, and
c. Fair value through other comprehensive income

The classification is determined by the Group’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. All income and expenses relating to financial assets that are recognised in the Income Statement are presented in the line items “Other financial results”, “Financial income” and “Financial Expenses”, except for impairment of trade receivables, presented as part of the operating results.

Subsequent measurement of financial assets

A financial asset is subsequently measured at fair value through profit and loss, amortised cost or fair value through other comprehensive income. The classification is based on two criteria:
i. the entity‘s business model for managing the financial asset, meaning, whether the objective is to hold for the purpose of collecting contractual cash flows as well as the sale of financial assets, and,
ii. whether the contractual cash flows of the financial asset consist exclusively of capital repayments and interest on the outstanding balance (“SPPI” criterion).

The category of measurement at amortised cost includes non-derivative financial assets such as loans and receivables with fixed or predefined payments that are not quoted in an active market. After initial recognition they are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

For financial assets measured at fair value through other comprehensive income, changes of fair value are recognised in the Statement of Comprehensive Income and reclassified in the Income Statement upon derecognition of the financial instruments, except for equity instruments, for which accumulated profits or losses are not reclassified from other comprehensive income to the income statement upon derecongnition.

The financial assets at fair value through profit and loss, are measured at their fair value and fair value changes are recognised as profits or losses in the Income Statement. The fair value of these instruments is determined by reference to active market transactions or using a valuation technique when no active market exists.

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Impairment of financial assets

The Group and the Company recognize impairment provisions for expected credit losses of all financial assets except for those measured at fair value through profit and loss. The purpose of IFRS 9 ‘s impairment requirements is to recognize expected credit losses over the financial asset‘s lifetime, whose credit risk has increased after its initial recognition, regardless if the assessment is at an aggregated or standalone level, using all information which can be collected, based on both historical and current data as well as data in respect of reasonable future estimates.

In applying the above mentioned approach, a distinction is made between:
* financial instruments whose credit risk has not deteriorated significantly after initial recognition or that have low credit risk at the reporting date (‘Stage 1’)
* financial instruments whose credit risk has deteriorated significantly after initial recognition and whose credit risk is not low (‘Stage 2’), and
* financial instruments for which there is objective evidence of impairment at the reporting date. (Stage 3).

For financial instruments of Stage 1, expected credit losses are recognised for the following 12-month period, while for financial assets of Stage 2 or Stage 3 expected credit losses are recognised over their lifetime. Credit losses are defined as the difference between all the contractual cash flows that are due to and the cash flows that are actually expected to be received by the Group or the Company. This difference is discounted at the original effective interest rate of the financial asset.

The Group and the Company apply the simplified approach of this Standard for contract assets, trade receivables and receivables from leases by calculating the expected credit losses over the lifetime of the abovementioned instruments. In this case, the expected credit losses reflect the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating the expected credit losses, the Group uses a provision matrix in which the above mentioned financial instruments have been grouped based on balances’ nature and ageing, by taking into account available historical data in respect of the debtors, adjusted with future factors related to debtors and financial environment.

4.10 Inventory

As at the date of Financial Position Statement, inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated sale price in the ordinary course of the company’s operations less any related sale expenses. Where necessary, impairment is conducted for obsolete, useless and particularly slow-moving inventory. The amounts of any impairment of inventories at net realisable value and all the losses on inventories are recognised as an expense in the period in which the impairment or loss occurs. The cost of inventory does not include any financial expenses. The acquisition cost of inventory is determined based on annual weighted-average price.

4.11 Trade debtors and other trade receivables

The largest volume of the Group sales concerns retail sales. Trade debtors are initially recorded at their fair value while any balances exceeding ordinary credit limits or balances with objective evidence that the Group is in no position to collect are assessed for impairment.At the same time, impairment provisions for expected credit losses are recognised. Impairment losses, are recognised in the income statement.

4.12 Restricted deposits

Restricted deposits are cash equivalents that are not readily available for use. These cash equivalents cannot be utilised by the Group until the occurrence of a specific point in time or event in the future. Where restricted deposits are expected to be used within one year from the reporting date, they are classified as current assets. However, if they are not expected to be used within one year from the reporting date, they are classified as non-current assets.

168 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

4.13 Cash and cash equivalents

Cash and cash equivalents include cash at bank and cash in hand, overdraft accounts, as well as short term investments of high liquidity money market products and bank deposits under 3 months.

4.14 Share capital

Share capital is determined using the nominal value of shares that have been issued. Common shares are classified in equity. A share capital increase through cash includes any share premium during the initial share capital issuance. Expenses incurred for issuance of shares are presented as a deduction from equity, after the deduction of the relevant income tax. Expenses associated with the issuance of shares for the acquisition of companies are included in the acquisition cost of the company. Retained earnings include current and previous financial year’s results as presented in the income statement.

4.15 Treasury shares

Treasury shares represent shares of the parent company that have been acquired and are held by the Group. Treasury shares are recognized at acquisition cost and are presented as a deduction from equity. No profit or loss is recognized in the income statement upon the purchase, sale, issuance, or cancellation of treasury shares. The consideration paid or received and any related profits or losses arising from their settlement are recognized directly in equity.

4.16 Financial Liabilities

As the accounting for financial liabilities remains largely the same under IFRS 9 compared to IAS 39, the Group’s accounting principles regarding financial liabilities were not affected by the adoption of IFRS 9. The Group’s financial liabilities comprise bank loans, trade and other payables and lease liabilities. The Group’s financial liabilities (apart from loans) are presented in the “Trade and other payables” account, “Other current liabilities” account as well as in “Other long-term liabilities” in the statement of financial position. Financial liabilities are recognised when the company becomes a party to the contractual agreements of the instrument and derecognised when the Group is discharged from the liability or the liability is cancelled or expired. Interest expenses are recognised as an expense in the “Finance Costs” line of the Income Statement. Financial leases liabilities are measured at their initial cost, net of the amount of the financial payments capital. Trade payables are recognised initially at their nominal value and are subsequently measured at their amortized cost, net of settlement payments. Shareholder’s dividends are included in the “Other current liabilities” account, when the dividend is approved by the Shareholders’ General Meeting. Profit and loss is recognised in the Income Statement either when the liabilities are written off or through amortization. Financial liabilities may be classified upon initial recognition at FVTPL, if the following criteria are met.

(a) The Classification reverses or significantly reduces the accounting mismatch effects that would emerge if the liability had been measured at amortized cost.
(b) These liabilities belong to a group of liabilities, being managed or evaluated with respect to their performance, based on fair value, according to the Group’s financial risks management strategies.
(c) A financial liability contains an embedded derivative, classified and measured separately.

169 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

4.17 Loans

Loan liabilities are initially recorded at cost reflecting their fair value reduced by the relevant expenses for contracting the loan. After the initial recognition they are measured at the amortized cost based on the effective interest rate method. Borrowing costs are recognised as expenses in the period in which they occur. Loans in foreign currency are measured at the closing rate at the statement of financial position date, except for those loans for which the exchange rate regarding the conversion and payment has been specified upon their contracting.

4.18 Trade and other payables

Trade payables represent obligations to pay for goods and services acquired in the ordinary course of the Group’s operations from suppliers. Trade payables are classified as current liabilities when payment is due within one year. If payment is due beyond one year, they are classified as non-current liabilities. Trade and other payables are recognised when the risks and rewards of ownership of the goods are transferred (usually upon receipt) or when the services are rendered, and not necessarily upon issuance of the invoice. Suppliers are recognised at the nominal amount of the obligation. Where purchases are made on extended credit terms, the liability may be measured at its present value. If the purchase is denominated in a foreign currency, the liability is initially recognised at the exchange rate prevailing at the transaction date, and any exchange differences (gains or losses) arising upon settlement are recognised in profit or loss.

4.19 Income & deferred tax

The financial year’s charge with income tax consists of current taxes and deferred taxes, namely taxes or tax relieves related to financial benefits arising in the period but which have already been allocated or will be allocated by the tax authorities to different financial years and provisions regarding finalization of income tax liabilities after relevant tax audits for unaudited financial years. Income tax is recognised in the statement of total comprehensive income with the exception of tax pertaining to transactions directly recorded in equity, which is also recognised in equity or in other comprehensive income. Current income tax includes current liabilities or receivables from the tax authorities pertaining to tax payable on taxable income of the financial year and any additional income tax pertaining to previous years. Current taxes are calculated according to tax rates and tax laws applied for the accounting periods to which they pertain, based on taxable profit of the year. Changes in current tax items in assets or liabilities are recognised as a part of tax expenses in the statement of total comprehensive income. Deferred income tax is determined based on the method of liability arising from temporary differences between the carrying amount and the tax base for items in assets and liabilities. Deferred income tax is not recognised if it arises from the initial recognition of an asset or liability in a transaction, outside a business combination and at time of the transaction, did not affect the accounting nor the tax profit or loss. Deferred tax assets and liabilities are measured based on the tax rates expected to be applied in the period during which the asset or liability will be settled considering the tax rates (and tax laws) in force up to the statement of financial position date. If it is not possible to specify the time of reversal of temporary differences, the tax rate applied is the one being in force in the year subsequent to the statement of financial position date. Deferred tax assets are recognised to the extent that there will be a future taxable profit for the use of the temporary difference creating the deferred tax receivable. Deferred income tax is recognised for the temporary differences arising from investments in subsidiaries and affiliated companies, unless the reversal of temporary differences is controlled by the Group and it is unlikely that temporary differences will be reversed in the foreseeable future.

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Most changes in deferred tax assets or liabilities are recognised as a part of tax expenses in statement of profit or loss. Current and deferred income taxes are calculated based on the financial statements of each entity included in the consolidated financial statements, in accordance with the applicable tax laws in Greece or other tax jurisdictions in which foreign subsidiaries operate. Income tax is calculated on the basis of each entity’s taxable profit, as adjusted in their tax returns, and includes any additional income taxes resulting from tax audits by the relevant tax authorities, and deferred income taxes based on the enacted tax rates. In certain foreign jurisdictions, a supplementary tax is applied in relation to the Pillar Two Rules of the International Tax Reform, which came into effect on 1 January 2024, as adopted by the European Union and substantially enacted in specific jurisdictions where the Group operates.

4.20 Employee benefits

a) Short-term benefits
Short-term employee benefits (except post-employment benefits) monetary and in kind are recognised as an expense when they accrue. Any unpaid amount is recognised as a liability, while in the case where the amount paid exceeds the amount of services rendered, the company recognizes the excess amount as an asset (prepaid expense) only to the extent that the prepayment will lead to a reduction of future payments or to reimbursement.

b) Post-employment benefits
Post-employment benefits include pensions or other benefits which the company offers after the termination of employment to the employees as acknowledgement of their services.Thus, they include both defined contribution schemes as well as defined benefits schemes. The accrued cost of the defined contributions scheme is registered as an expense in the relative period.

Defined contribution plan

Defined contribution plans relate to contributions to Insurance Funds (eg Social Security), so the Group does not have any legal obligation in the event that State Fund is unable to pay a pension to the insured. The employer's obligation is limited to the payment of employer contributions to the insurance companies or state social insurance funds. The payable contribution from the Group to a defined contribution scheme, is recognised as liability, after deduction of the paid contribution, while the accrued contributions are recognised in the income statement as an expense.

Defined benefit plan

According to Law 2112/20 and 4093/2012 the company is obliged to compensate its employees in case of retirement or dismissal. The amount of the compensation paid depends on the years of service, the level of wages and the removal from service (dismissal or retirement). The entitlement to participate in these programs is usually based on years of service of the employee until retirement.

In May 2021 the International Accounting Standards Board accepted the interpretation of IAS 19 Employee Benefits of the International Financial Reporting Standards Interpretations Committee on the distribution of defined retirement benefits. This interpretation did not have an impact on the financial statements since the Company applies the provisions of article 8 of L.3198 / 1955. It is noted that the subsidiary company JUMBO TRADING has a defined contribution plan, JUMBO TRADING LTD Employee Welfare Fund, which is funded separately and prepares its own financial statements, under which employees are entitled to certain benefits upon retirement or early termination of their services.

Furthermore, JUMBO EC.R. has no legal or constructive obligation to pay compensation to employees on termination of service. As a result, the aforementioned subsidiaries have not recognised liabilities related to defined retirement benefits in their statement of financial position. The liability that is reported in the Statement of Financial Position with respect to this scheme is the present value of the liability for the defined benefit depending on the accrued right of the employee and the period to be rendered.

The commitment of the defined benefit is calculated annually by an independent actuary with the use of the projected unit credit method. For the fiscal year ended at 31.12.2025 the choice of interest rate has been made under the Full Yield Curve method. The Yield Curve uses the yield of iBoxx AA –rated which is considered consistent with the principles of IAS 19, since it is based on bonds corresponding to the currency and term estimation in relation to employee benefits and appropriate for long-term provisions.

A defined benefit obligations plan is determined based on various parameters, such as age, years of service, salary, specific obligations for payable benefits. The provisions for the period are included in personnel cost, in income statement and consist of current and past service cost, the relative financial cost, actuarial gains or losses and any possible additional charges.

Regarding unrecognised actuarial profits or losses the revised IAS 19R is followed, which includes a number of changes in accounting for defined benefit plans, including:
* The recognition of actuarial profits/losses in other comprehensive income and permanent exclusion from the year’s income statement.
* The expected returns on investment of the program of each period is not recognised according to the expected returns but it is recognised the interest on net liability/(asset) according to the discount rate used to measure the defined benefit obligation.
* The recognition of prior service cost in the income statement earlier than the plan readjustment date or when the relative readjustment or end of service benefit is recognised.
* Other changes include new disclosures, such as quantitative sensitivity analysis.

171 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

4.21 Provisions and Contingent Liabilities/Assets

Provisions are recognised if the Group has current legal or constructive obligations as a result of past events; their settlement is probable through outflows of resources and the exact amount of the liability can be reliably measured. Provisions are reviewed as at each statement of financial position date and they are adjusted so that they reflect the present value of the expense expected to settle the liability. If it is no longer probable that an outflow of resources will be required to settle a liability for which a provision has already been recognised, the provision is reversed.

Contingent liabilities are not recognised in the financial statements, but they are disclosed, unless the possibility of outflows of incorporating economic benefits is minimum. Contingent assets are not recognised in the financial statements, but they are disclosed if the inflow of economic benefits is probable.

4.22 Leases

Company of the Group as a Lessee

On 01.07.2019, on the implementation of IFRS 16 "Leases" that replaced IAS 17 and its relevant interpretations, the Group assessed whether the active contracts it had concluded constitute leases in accordance with the new Standard and, therefore, the relevant assessment will be conducted for each new contract. A contract constitutes or entails a lease if the contract conveys the right to control the use of an identified asset for a specified period of time in exchange for consideration. In these cases, the new Standard requires the lessee to recognize the right-of-use assets and the lease liability. Under IFRS 16, the distinction between operating and finance leases is eliminated and all leases are recognised applying a single model, except in cases of lease terms of 12 months or less, without a purchase option and leases of low-value assets. Such rentals are recognised as an expense.

At the lease commencement date, the Group recognises as a lease liability the present value of future lease payments. Lease liabilities are divided into short-term and long-term, depending on the repayment period.

172 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Valuation of lease liabilities mainly includes: fixed payments, variable payments based on an index or a rate, the exercise price of a purchase option if it is certain that the option will be exercised. These payments are calculated for the duration of the lease contract, which is the non-cancellable lease period. Periods covered by options to extend or terminate are only included only if it is reasonably certain that the options will be exercised by the Group.

Future rentals are discounted for the term of the lease, using the interest rate implicit in the lease, or if this percentage cannot be easily determined, the incremental borrowing rate. This is the rate of interest that a lessee would have to pay to borrow, over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group mainly uses the incremental borrowing rate as a discount rate. The book value of lease liabilities is recalculated using a renewed discount rate, where required, in cases where there is a contract has been amended.

The right-of-use asset is measured initially at the amount of the initial measurement of the lease liability adjusted for any rental payments made on the date of commencement of the lease period or earlier, plus the initial direct cost and an estimate of costs to be incurred in dismantling and removing the underlying asset, in the event of a contractual obligation, less any lease incentives received. The rights-of-use assets are measured at cost less accumulated depreciation, calculated using the straight-line method over the term of the contract, less any impairment losses and are adjusted regarding any amendments arising subsequent to the commencement of the contract.

Company of the Group as a lessor

When fixed assets are leased under finance leases, the present value of the rentals is recorded as a receivable. The difference between the gross amount of the receivable and its present value is recorded as deferred financial income. Revenue from lease is recognised in the income statement over the duration of the lease using the net investment method, which represents a constant periodic rate of return. Leases, in which the Group does not transfer substantially all the risks and rewards of ownership of the asset are classified as operating leases. The Group and the Company are not counterparties with each other in the capacity of a lessor.

4.23 Recognition of revenue and expenses

Income

To facilitate recognition and measurement of revenues from contracts with customers, IFRS 15 establishes a new model which includes a 5-step procedure.
1. Identifying the contract with a customer
2. Identifying the performance obligations.
3. Determining the transaction price.
4. Allocating the transaction price to the performance obligations.
5. Recognising revenue when/as performance obligation(s) are satisfied.

Transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (value added tax, other taxes on sales). If the amount of consideration is variable, then the Group estimates the amount of consideration which it will be entitled to for transferring promised goods or services, applying the expected value method or the most probable amount method.Transaction price, usually, is allocated to each performance obligations on the base of relevant stand-alone selling prices of promised contract, distinct good or service. Revenues are recognised when the performance obligations are satisfied, either at a point in time (usually for obligations relevant to transfer of goods at a client) or over time (usually for obligations relevant to transfer of services to a client).

173 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The Group recognises contractual obligation for amounts received from clients (prepayments) in respect of performance obligations which have not been fulfilled, as well as when it retains an unconditional right on an amount of consideration (deferred income) before the execution of contract ‘s performance obligations and the transfer of goods or services. The contractual obligation is derecognised when the performance obligations have been executed and the revenue has been recognised in Income Statement.

The Group recognises a trade receivable when it has an unconditional right to receive the consideration amount for executed performance obligations arising from the contract with the client. Respectively, the Group recognises a contract asset when it has satisfied the performance obligations, before client‘s payment or before the payment becomes due, for example when the goods or the services are transferred to the client before the Group‘s right to issue the invoice.

Revenue is recognised as follows:
Sale of Goods: The revenue from the sale of goods is recognised when the buyer obtains control of the goods, usually upon delivery of the goods.
Income from rentals: Revenue from operating leases of the Group’s investment properties is recognised gradually over the life of the lease. The application of IFRS 15 has no effect on revenue recognition of this category as it falls into application frame of IAS 17.
Income from Interest and Dividends: Interest income is recognised using the effective interest rate method which is the rate which accurately discounts the estimated future cash flows to be collected or paid in cash during the expected life of the financial asset or liability, or when required for a shorter period of time, at its net present value. Dividends are recognised as income upon establishing their collection right.

Expenses
Expenses are recognised in the income statement on an accrual basis. Payments made for operational leases are transferred to profit or loss as expenses at the time the lease is used. Expenses from interest are recognised on an accrual basis.

4.24 Distribution of dividends

The distribution of dividends to the shareholders of the parent Company is recognised as a liability in the financial statements as at the date the distribution is approved by the General Meeting of Shareholders.

4.25 Related Party Disclosures

Related party disclosures are covered by IAS 24 which refers to transactions of an entity that prepares Financial Statements with its related parties. Its primary element is the economic substance and not the legal type of the transactions.

4.26 Earnings per share

Basic earnings per share (EPS) are calculated by dividing net profit by the weighted average number of ordinary shares outstanding during the year, taking into account the average number of treasury shares acquired and held by the Group. Diluted earnings per share are calculated by dividing the net profit attributable to the equity holders of the parent company by the weighted average number of shares outstanding during the year, adjusted for the average effect of stock options outstanding during the year.

174 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5. Notes to the Financial Statements

5.1 Segment Reporting

The Group recognizes geographical segments- Greece, Cyprus, Bulgaria and Romania - as operating segments. The above segments are used by the Group management for internal reporting purposes. The Management’s strategic decisions are based on the operating results of each reported segment, which are used for the measurement of productivity.

The “Other” segment includes the activity of the newly acquired company “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2”, of which the JUMBO Group acquired 100% on 23 October 2025. The activity of this company relates to the operation and exploitation of the VESO MARE shopping centre located on Akti Dymaion Street in Patras. The company has been fully consolidated in the Group’s financial statements as at 31 December 2025, while its results have been included in the consolidated results for the period from the acquisition date (23 October 2025) to 31 December 2025. See relevant note on the acquisition (Note 5.10.1).

In the segment “Greece” the Company’s Management also monitors the sales from Greece to North Macedonia and Serbia based on the commercial agreement with the independent customer Veropoulos Dooel and the sales from Greece to Albania, Kosovo, Bosnia and Montenegro based on the commercial agreement with the independent customer Kid Zone Sh.p.k and from Greece to Israel based on the commercial agreement with the independent customer Fox Group. The total sales of the Company to North Macedonia, Albania, Kosovo, Serbia, Bosnia, Montenegro and Israel for the year 01.01.2025–31.12.2025, sales amounted to € 80.542 thousand, compared to € 61.717 thousand in 2024.

Group’s results per segment for the current financial year are as follows:

01/01/2025-31/12/2025 (amounts in €) Greece Cyprus Bulgaria Romania Other Total
Sales 996.113.455 131.970.045 120.568.773 265.816.644 - 1.514.468.917
Intragroup Sales (277.491.315) (618.080) (734.774) (2.719.918) - (281.564.087)
Total net sales 718.622.140 131.351.965 119.833.999 263.096.726 - 1.232.904.830
Cost of sales (318.273.040) (62.783.118) (53.365.703) (123.893.866) - (558.315.729)
Gross Profit 400.349.100 68.568.847 66.468.296 139.202.860 - 674.589.101
Other operating income/expenses 7.862.806 3.365.761 207.329 4.190.681 444.959 16.071.536
Administrative / Distribution expenses (185.513.826) (24.439.253) (23.841.275) (64.332.447) (18.524) (298.145.325)
Profit before tax, interest and investment results 222.698.080 47.495.355 42.834.350 79.061.094 426.434 392.515.312
Finance Costs, net 64.450.924 1.012.633 (219.354) 2.614.112 732.500 68.590.816
Intragroup Financial results (66.000.000) - - - - (66.000.000)
Earnings before tax 221.149.005 48.507.988 42.614.996 81.675.206 1.158.935 395.106.128
Depreciation and amortization (24.151.868) (4.480.390) (3.869.489) (10.717.332) (2.396) (43.221.476)

175 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Group’s results per segment for the financial year 01.01.2024- 31.12.2024 are as follows:

01/01/2024-31/12/2024 (amounts in €) Greece Cyprus Bulgaria Romania Total
Sales 916.703.370 122.353.424 114.769.161 253.368.940 1.407.194.896
Intragroup Sales (255.177.420) (405.380) (569.968) (1.168.863) (257.321.631)
Total net sales 661.525.950 121.948.044 114.199.193 252.200.077 1.149.873.264
Cost of sales (285.246.577) (58.442.260) (50.915.508) (115.784.641) (510.388.988)
Gross Profit 376.279.373 63.505.784 63.283.685 136.415.436 639.484.277
Other operating income/expenses 17.327.002 4.041.848 (526.317) 790.317 21.632.850
Administrative / Distribution expenses (178.565.293) (22.022.253) (22.116.935) (54.916.996) (277.621.476)
Profit before tax, interest and investment results 215.041.083 45.525.379 40.640.433 82.288.757 383.495.651
Finance Costs, net 70.635.113 2.514.584 157.144 3.459.332 76.766.173
Intragroup Financial results (70.000.000) - - - (70.000.000)
Earnings before tax 215.676.196 48.039.963 40.797.577 85.748.090 390.261.824
Depreciation and amortization (23.193.319) (4.054.312) (3.827.338) (9.983.380) (41.058.349)

The allocation of assets and liabilities to business segments for the fiscal years 01.01.2025-31.12.2025 and 01.01.2024-31.12.2024 is analysed as follows:

31/12/2025 (amounts in €) Greece Cyprus Bulgaria Romania Other Total
Non-current Assets 394.277.840 153.743.913 80.313.405 219.254.664 9.534.616 857.124.437
Current Assets 569.699.911 108.174.961 57.479.552 279.092.340 858.212 1.015.304.975
Non-current assets held for sale 963.977.750 261.918.874 137.792.957 498.347.004 10.392.828 1.872.429.412
Consolidated Assets 61.872.088 14.723.061 6.719.659 2.209.348 257.628 85.781.783
Non-current Liabilities 169.201.485 12.713.794 10.806.301 17.453.108 100.935 210.275.623
Current Liabilities 231.073.573 27.436.855 17.525.960 19.662.456 358.563 296.057.406
31/12/2024 (amounts in €) Greece Cyprus Bulgaria Romania Total
Non-current Assets 390.344.845 149.536.966 83.298.823 228.409.753 851.590.386
Current Assets 493.959.300 92.661.421 52.841.948 214.494.249 853.956.917
Non-current assets held for sale - - 825.731 - 825.731
Consolidated Assets 884.304.145 242.198.387 136.966.502 442.904.002 1.706.373.035
Non-current Liabilities 76.216.675 15.278.316 6.399.602 2.768.162 100.682.354
Current Liabilities 156.978.212 14.811.270 8.429.191 17.347.825 197.546.899
Consolidated Liabilities 233.194.887 30.089.586 14.828.793 20.115.987 298.229.252

176 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Group’s fixed asset additions (amounts in €) 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024
Greece 29.107.865 33.850.367
Cyprus 1.827.926 12.940.929
Bulgaria 354.958 22.189
Romania 7.086.466 19.287.879
Total 38.377.195 66.101.364

The Group’s main activity is retail sales of toys, infant supplies, seasonal items, home products, books and stationery.The sales per type of product for 01.01.2025- 31.12.2025 are as follows:

Sales per product type for the period 01/01/2025-31/12/2025

Product Type Sales in € Percentage
Toy 228.573.915 18,54%
Baby products 31.458.446 2,55%
Stationery 90.061.157 7,30%
Seasonal 294.200.972 23,86%
Home products 486.674.514 39,47%
Snacks, candies and other mini-market products 100.274.427 8,13%
Other 1.661.399 0,13%
Total 1.232.904.830 100,00%

The sales per type of product for 01.01.2024- 31.12.2024 are as follows:

Sales per product type for the period 01/01/2024-31/12/2024

Product Type Sales in € Percentage
Toy 216.551.175 18,83%
Baby products 30.545.979 2,66%
Stationery 86.595.038 7,53%
Seasonal 269.170.693 23,41%
Home products 449.581.138 39,10%
Snacks, candies and other mini-market products 95.910.431 8,34%
Other 1.518.810 0,13%
Total 1.149.873.264 100%

5.2 Cost of sales

Cost of sales of the Group and the Company is as follows:

(amounts in €) THE GROUP 01/01/2025- 31/12/2025 THE GROUP 01/01/2024- 31/12/2024 THE COMPANY 01/01/2025- 31/12/2025 THE COMPANY 01/01/2024- 31/12/2024
Inventory at the beginning of the year 259.538.556 237.438.399 194.799.733 183.852.964
Inland purchases 120.349.418 115.136.194 118.884.442 113.908.717
Purchases from third countries 494.621.631 424.643.278 493.615.762 423.668.705
Purchases from the Eurozone 27.540.312 25.362.552 29.248.533 26.298.210
Purchases Returns (2.753.723) (2.442.295) (1.017.882) (1.360.719)
Discounts on purchases / Turnover Discounts (27.668.712) (27.087.510) (27.636.434) (27.034.398)
Inventory at the end of the year (310.470.428) (260.050.383) (229.846.997) (194.799.733)
Income from self-use of inventory/imputed income (2.841.326) (2.611.248) (2.764.348) (2.544.156)
Total 558.315.729 510.388.988 575.282.809 521.989.589

5.3 Distribution and Administrative Expenses

Distribution and administrative expenses are analysed as follows:

Distribution expenses (amounts in euro) THE GROUP 01/01/2025- 31/12/2025 THE GROUP 01/01/2024- 31/12/2024 THE COMPANY 01/01/2025- 31/12/2025 THE COMPANY 01/01/2024- 31/12/2024
Provision for compensation of personnel due to retirement 59.377 111.074 38.566 95.218
Payroll expenses 129.709.493 119.123.873 78.642.585 74.848.668
Third party expenses and fees 9.375.684 8.142.460 746.043 924.946
Services received 21.795.047 19.948.434 12.977.878 12.652.020
Assets repair and maintenance cost 4.494.772 4.646.219 3.397.331 3.107.693
Rentals 7.352.735 7.645.100 4.789.870 5.427.870
Taxes and duties 5.376.840 5.502.937 2.769.900 3.029.797
Advertising 15.512.300 13.356.784 9.857.738 9.049.965
Other various expenses 20.516.475 21.388.104 18.608.936 19.153.047
Packaging materials & consumables 6.336.007 5.047.745 5.037.174 3.852.158
Depreciation of tangible and intangible assets 41.796.031 39.338.636 23.753.562 22.560.860
Total 262.324.760 244.251.366 160.619.581 154.702.242
Administrative expenses (amounts in euro) THE GROUP 01/01/2025- 31/12/2025 THE GROUP 01/01/2024- 31/12/2024 THE COMPANY 01/01/2025- 31/12/2025 THE COMPANY 01/01/2024- 31/12/2024
Provision for compensation of personnel due to retirement 25.710 63.479 25.710 63.479
Payroll expenses 17.858.534 17.792.583 15.334.869 15.276.463
Third party expenses and fees 4.499.231 3.782.247 4.334.809 3.633.669
Services received 4.184.731 3.775.341 1.824.293 1.737.106
Assets repair and maintenance cost 1.108.378 528.714 573.544 503.079
Rentals 55.375 98.785 9.759 13.339
Taxes and duties 392.702 384.954 278.288 289.979
Advertising - 8.760 - 8.760
Other various expenses 5.999.218 5.101.031 1.956.895 1.704.718
Depreciation of tangible and intangible assets 1.696.686 1.834.216 556.076 632.459
Total 35.820.566 33.370.110 24.894.244 23.863.051

For the financial year ended 31 December 2025, administrative expenses of the Company do not include fees paid to statutory auditors for permitted non-audit services. The audit services provided, in addition to the issuance of the audit report, the tax compliance report, the remuneration report and the Sustainability Report.

5.4 Other operating income and expenses

Other operating income and expenses pertain to income or expenses from the operating activity of the Group and of the Company. Their analysis is as follows:

(amounts in €) THE GROUP 01/01/2025- 31/12/2025 THE GROUP 01/01/2024- 31/12/2024 THE COMPANY 01/01/2025- 31/12/2025 THE COMPANY 01/01/2024- 31/12/2024
Other operating income
Income from related activities 13.568.222 10.693.835 11.570.762 10.011.152
Government Grants (OAED) 86.573 - 86.573 -
Other operating income 9.443.818 16.251.144 229.214 11.179.642
Total 23.098.613 26.944.980 11.886.550 21.190.793
Other operating expenses
Property tax 1.977.512 1.906.289 1.068.011 1.003.674
Other operating expenses 5.049.566 3.405.840 2.955.733 2.860.117
Total 7.027.078 5.312.129 4.023.744 3.863.791
Other losses - - - -
Total 7.027.078 5.312.129 4.023.744 3.863.791

“Other operating expenses” line item for the fiscal year ended on 31.12.2025 includes an amount of € 2.841.326 for the Group and amount of € 2.764.348 for the Company (01.01.2024-31.12.2024 € 2.611.248 for the Group and € 2.544.156 for the Company) which pertains to losses from destruction of inventories.

5.5 Finance income / expenses and other financial results

The Group’s and Company’s financial results’ analysis is as follows:

(amounts in €) THE GROUP 01/01/2025- 31/12/2025 THE GROUP 01/01/2024- 31/12/2024 THE COMPANY 01/01/2025- 31/12/2025 THE COMPANY 01/01/2024- 31/12/2024
Finance costs:
Finance cost of provision for compensation of personnel due to retirement 352.078 333.958 346.742 329.003
Interest expense on lease liabilities 2.390.655 2.526.806 1.821.081 1.946.824
Commissions for letters of guarantee 345 196 345 196
Commissions for credit cards 4.385.545 4.202.786 2.385.560 2.194.726
Other Banking Expenses 291.689 278.467 - 394
7.420.312 7.342.213 4.553.728 4.471.142
Finance income
Deposits 8.750.521 13.513.745 3.004.653 5.106.255
Corporate Bonds 595.058 594.641 - -
Other financial results 665.550 - 66.000.000 70.000.000
10.011.129 14.108.386 69.004.653 75.106.255
Total Finance costs – net 2.590.817 6.766.173 64.450.924 70.635.113

“Other financial results” relate to goodwill arising from the acquisition of a subsidiary (Note 5.10.1).

5.6 Income tax

According to Greek tax legislation, the income tax for the year 01.01.2025- 31.12.2025 was calculated at the rate of 22% on profits of the parent. The income tax was calculated at 10% on average, on the profits of the subsidiary JUMBO EC.B. LTD in Bulgaria and at 16% on profits of the subsidiary JUMBO EC.R SRL in Romania. In respect of the subsidiary companies in Cyprus, the tax rate was 12,5%. The Group falls within the scope of the Pillar II model rules (the global anti-base erosion proposal, or "GloBE"). On April 5, 2024, the Government of Greece, where the Company is domiciled, enacted Pillar II income tax legislation, effective as of January 1, 2024 (Law 5100/2024). The Group has assessed its exposure to additional tax under the Pillar II rules, and the estimated amount of top-up tax is expected to be 4%–5% in Bulgaria (JUMBO EC.B.) and 2%–2.5% in Cyprus (JUMBO LTD) on pre-tax profits. Based on this assessment, the Group has recognized additional income tax in relation to profits generated by subsidiaries operating in Cyprus and Bulgaria, where the effective tax rate for Pillar II purposes is expected to be below 15%. Specifically, as of December 31, 2025, an amount of € 2.204 thousand (December 31, 2024: € 2.168 thousand) was recognized in the Condensed Statement of Profit or Loss & Other Comprehensive Income for Pillar II purposes, allocated as follows: € 1.563 thousand for Bulgaria and € 641 thousand for Cyprus. The obligation for income taxes disclosed in the accompanying financial statements is analyzed as follows:

(amounts in €) THE GROUP 01/01/2025- 31/12/2025 THE GROUP 01/01/2024- 31/12/2024 THE COMPANY 01/01/2025- 31/12/2025 THE COMPANY 01/01/2024- 31/12/2024
Current Income tax 72.344.493 68.148.486 54.308.424 49.360.759
Pillar II tax 2.203.571 2.167.836 113.581 683.270
Deferred income tax 247.942 (151.253) 265.349 (45.838)
Tax audit differences for prior years 705 - - -
Total income tax 74.796.711 70.165.069 54.687.354 49.998.191

The Company’s and the Group’s income tax differs from the theoretical amount that would have resulted from the use of the nominal tax rates of the countries in which they operate. The analysis is as follows:

(amounts in €) THE GROUP 01/01/2024- 31/12/2024 THE GROUP 01/01/2023- 31/12/2023 THE COMPANY 01/01/2024- 31/12/2024 THE COMPANY 01/01/2023- 31/12/2023
Profit before tax 395.106.128 390.261.824 307.630.550 304.110.604
Nominal tax rate 22% 22% 22% 22%
Expected tax expense 86.923.348 85.857.601 67.678.721 66.904.333
Effect of tax rates in other countries (12.505.848) (13.009.539) - -
Total income tax 74.417.500 72.848.062 67.678.721 66.904.333
Adjustments for non-taxable income
- Tax free income (2.034.114) (6.898.359) (13.487.095) (17.888.360)
- Pillar II tax 2.203.571 2.167.836 113.581 683.270
Adjustments for expenses not deductible for tax purposes
- Non-deductible expenses 1.273.442 2.921.713 116.797 156.838
- Other (1.063.687) (874.184) 265.349 142.110
Total income tax 74.796.712 70.165.069 54.687.354 49.998.191

It is noted that, for the Company, the Pillar II income tax obligation relates to the subsidiary JUMBO TRADING LTD in Cyprus for the year 2025 and will be payable in Greece.Annual Report for the financial year 01.01.2025-31.12.2025

5.7 Earnings per share

The analysis of basic earnings per share for the Group and the Company is as follows:

Basic earnings per share THE GROUP THE GROUP THE COMPANY THE COMPANY
Amounts in € 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024
Earnings attributable to the shareholders of the parent 320.309.417 320.096.756 252.943.196 254.112.412
Weighted average number of shares 134.365.561 135.949.012 134.365.561 135.949.012
Basic earnings per share (euro per share) 2,3839 2,3545 1,8825 1,8692

Earnings / (losses) per share were calculated based on the allocation of profits / (losses) after tax, on the weighted average number of shares of the parent company.

As at 31 December 2025, the Company’s earnings per share were positively affected by an amount of €66,00 million, relating to dividends received from its 100% subsidiaries “JUMBO TRADING LTD” (Cyprus), “JUMBO EC.B. LTD” (Bulgaria) and “JUMBO EC.R. S.R.L.” (Romania) by the parent company “JUMBO S.A.”

As at 31 December 2024, the earnings per share of both the Group and the Company were positively impacted by €10,79 million, recognised as insurance compensation relating to the Company’s stores in Larisa and Karditsa, which remained closed due to the unprecedented flooding event in early September 2023. In addition, as at 31 December 2024, the Company’s earnings per share were positively affected by €70,00 million, relating to dividends received from its 100% subsidiaries “JUMBO TRADING LTD” (Cyprus) and “JUMBO EC.B. LTD” (Bulgaria).

The Annual General Meeting of shareholders held on 9 July 2025 resolved, inter alia, the cancellation, in accordance with article 49 of Law 4548/2018, of 1.694.198 treasury shares with a nominal value of €0,88 each, resulting in a reduction of the Company’s share capital by €1.490.894,24 and a corresponding amendment to article 5A (“Share Capital – Shares”) of the Company’s Articles of Association. The aforementioned shares were acquired during the period from 1 October 2024 to 27 March 2025, at an average purchase price of €25,4191 per share, under the Share Buyback Programme approved by the General Meeting of shareholders on 26 September 2024.

Following the above reduction due to the cancellation of 1.694.198 shares, the Company’s share capital now amounts to €118.241.693,68, divided into 134.365.561 ordinary registered shares with a nominal value of €0,88 each. The cancellation and deletion of the above treasury shares from the Athens Exchange took place on 4 August 2025, being the date on which trading of these shares ceased.

During the periods presented, there were no instruments outstanding that could potentially be converted into shares and result in the dilution of earnings per share.

181 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5.8 Property, plant and equipment, intangible assets and right-of-use assets

a. Depreciation

Depreciation of self-owned tangible assets (other than land) is calculated based on the straight-line method over their useful lives, as follows:

  • Buildings: 30 – 35 years
  • Mechanical equipment: 5 - 20 years
  • Vehicles: 5 – 10 years
  • Other equipment: 4 - 10 years
  • Computers and software: 3 – 5 years

Depreciation of fixed assets owned by third parties and of the right-of-use assets is calculated based on the term of the related lease contracts.

b. Acquisition of Tangible Assets

Net investments in fixed assets for the Company for the financial year 01.01.2025–31.12.2025 amounted to € 29,11 million (01.01.2024–31.12.2024: € 33,85 million), while for the Group they amounted to € 38,38 million (01.01.2024–31.12.2024: € 66,10 million).

As at 31 December 2025, the Group had commitments relating to the construction of buildings and technical projects amounting to € 21,5 million, which pertain to the Company.

182 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The analysis of the Group’s Property, Plant and Equipment, Intangible Assets and Right-of-Use Assets is as follows: (amounts in Euro)

THE GROUP Land - Freehold Buildings and fixtures on buildings - Freehold Transportation means Machinery - furniture and other equipment Software Fixed assets under construction Total Leasehold land Leasehold building Leased means of transportation Total of leasehold fixed assets Total Property Plant and Equipment
Net Cost as at 31/12/2023 186.875.435 440.501.276 6.448.167 46.613.693 764.144 23.343.612 704.546.326 2.900.781 72.475.239 111.796 75.487.819 780.034.145
Cost 31/12/2024 183.644.266 716.588.198 9.902.478 179.045.615 6.311.987 26.885.628 1.122.378.172 4.919.388 117.228.969 414.717 122.563.074 1.244.941.246
Accumulated depreciation - (266.926.289) (3.799.408) (125.518.205) (5.353.404) (55.800) (401.653.105) (1.577.930) (44.966.545) (370.432) (46.914.907) (448.568.012)
Net Cost as at 31/12/2024 183.644.266 449.661.910 6.103.070 53.527.411 958.583 26.829.828 720.725.066 3.341.458 72.262.424 44.285 75.648.167 796.373.234
Cost 31/12/2025 186.604.304 748.901.626 9.898.605 184.481.582 6.394.551 22.697.824 1.158.978.492 5.236.827 115.657.611 630.023 121.524.461 1.280.502.953
Accumulated depreciation - (290.471.210) (4.194.556) (134.282.666) (5.794.117) (55.800) (434.798.349) (1.822.109) (53.101.680) (432.997) (55.356.786) (490.155.135)
Net Cost as at 31/12/2025 186.604.304 458.430.416 5.704.050 50.198.916 600.434 22.642.024 724.180.143 3.414.718 62.555.930 197.026 66.167.674 790.347.819

183 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The analysis of the Company’s Property, Plant and Equipment, Intangible Assets and Right-of-Use Assets is as follows: (amounts in Euro)

THE COMPANY Land - Freehold Buildings and fixtures on buildings - Freehold Transportation means Machinery - furniture and other equipment Software Fixed assets under construction Total Leasehold land Leasehold building Leased means of transportation Total of leasehold fixed assets Total Property Plant and Equipment
Net Cost as at 31/12/2023 90.557.278 201.593.987 145.038 17.786.141 192.998 875.670 311.151.114 343.137 55.615.120 - 55.958.258 367.109.372
Cost 31/12/2024 91.002.603 394.530.180 508.790 111.773.256 3.731.349 357.138 601.903.315 1.197.806 90.664.622 - 91.862.428 693.765.743
Accumulated depreciation - (180.734.258) (360.345) (90.069.712) (3.731.349) - (274.895.665) (310.004) (35.795.906) - (36.105.910) (311.001.575)
Net Cost as at 31/12/2024 91.002.603 213.795.921 148.445 21.703.544 - 357.138 327.007.651 887.802 54.868.716 - 55.756.518 382.764.169
Cost 31/12/2025 91.495.543 417.093.581 506.140 116.610.838 3.731.349 1.244.882 630.682.333 1.197.806 90.664.622 - 91.862.428 722.544.761
Accumulated depreciation - (194.174.469) (395.501) (94.126.455) (3.731.349) - (292.427.773) (400.727) (42.264.243) - (42.664.970) (335.092.743)
Net Cost as at 31/12/2025 91.495.543 222.919.113 110.639 22.484.383 - 1.244.882 338.254.560 797.079 48.400.379 - 49.197.458 387.452.018

184 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The Group’s fixed assets movements for the year were as follows: (amounts in Euro)

THE GROUP Land - Freehold Buildings and fixtures on buildings - Freehold Transportati on means Machinery - furniture and other equipment Software Fixed assets under construction Total Leasehold land Leasehold buiding Leased means of transportation Total of leasehold fixed assets Total Property Plant and Equipment
Net Cost as at 31/12/2023 186.875.435 687.598.097 9.868.264 163.669.345 5.800.448 23.399.412 1.077.210.999 4.272.123 109.444.929 392.264 114.109.316 1.191.320.320
Additions 1.926.048 43.626.903 90.086 15.981.896 518.492 21.264.216 83.407.641 647.265 7.782.782 22.453 8.452.500 91.860.141
Decreases - transfers (4.500.711) (14.594.361) (55.858) (596.000) (6.696) (17.596.980) (37.641.310) - - - - (37.641.310)
Non-current assets held for sale (645.548) - - - - (180.183) (825.731) - - - - (825.731)
Exchange differences (10.958) (42.440) (15) (9.626) (257) (837) (64.132) - 1.258 - 1.258 (64.132)
Net Cost as at 31/12/2024 183.644.266 716.588.198 9.902.478 179.045.615 6.311.987 26.885.628 1.122.378.172 4.919.388 117.228.969 414.717 122.563.074 1.244.941.246
Acquisition of Subsidiaries 3.535.149 7.684.851 - 62.868 51.774 - 11.334.642 - - - - 11.334.642
Additions 2.376.601 26.216.353 - 6.766.005 66.217 2.952.019 38.377.195 317.439 466.568 215.306 999.313 39.376.508
Decreases - transfers (1.954.813) 2.689.148 (2.650) (366.274) - (6.955.617) (6.590.206) - (1.922.523) - (1.922.523) (8.512.729)
Exchange differences (996.898) (4.276.924) (1.223) (1.026.632) (35.427) (184.206) (6.521.311) - (115.404) - (115.404) (6.636.714)
Net Cost as at 31/12/2025 186.604.304 748.901.626 9.898.605 184.481.582 6.394.551 22.697.824 1.158.978.492 5.236.827 115.657.611 630.023 121.524.461 1.280.502.953
Depreciation Net Cost as at 31/12/2023 - (247.096.821) (3.420.097) (117.055.652) (5.036.304) (55.800) (372.664.673) (1.371.342) (36.969.690) (280.468) (38.621.499) (411.286.172)
Additions - (22.943.646) (408.177) (8.563.899) (323.930) - (32.239.651) (206.588) (7.996.303) (89.964) (8.292.855) (40.532.506)
Decreases - transfers - 3.108.341 28.860 98.035 6.696 - 3.241.932 - - - - 3.241.932
Exchange differences - 5.837 6 3.311 134 - 9.287 - (552) - (552) 9.287
Net Cost as at 31/12/2024 - (266.926.289) (3.799.408) (125.518.205) (5.353.404) (55.800) (401.653.105) (1.577.930) (44.966.545) (370.432) (46.914.907) (448.568.012)
Acquisition of Subsidiaries - - - (26.672) (51.774) - (78.446) - - - - (78.446)
Additions - (24.213.930) (410.934) (9.158.834) (408.251) - (34.191.949) (244.179) (8.196.875) (62.565) (8.503.619) (42.695.568)
Decreases - transfers - 2.064 15.664 22.207 - - 39.935 - - - - 39.935
Exchange differences - 666.945 122 398.838 19.312 - 1.085.217 - 61.740 - 61.740 1.146.957
Net Cost as at 31/12/2025 - (290.471.210) (4.194.556) (134.282.666) (5.794.117) (55.800) (434.798.349) - - - - -

The Company’s fixed assets movements for the year were as follows: (amounts in Euro)

THE COMPANY Land - Freehold Buildings and fixtures on buildings - Freehold Transportation means Machinery - furniture and other equipment Software Fixed assets under construction Total Leasehold land Leasehold building Leased means of transportation Total of leasehold fixed assets Total Property Plant and Equipment
Net Cost as at 31/12/2023 90.557.278 369.874.609 469.580 104.211.520 3.731.349 875.670 569.720.007 597.491 85.159.133 - 85.756.624 655.476.631
Additions 530.684 25.350.567 39.210 8.448.438 - 11.002.664 45.371.563 600.315 5.505.489 - 6.105.804 51.477.367
Decreases - transfers (85.359) (694.996) - (886.702) - (11.521.197) (13.188.255) - - - - (13.188.255)
Net Cost as at 31/12/2024 91.002.603 394.530.180 508.790 111.773.256 3.731.349 357.138 601.903.315 1.197.806 90.664.622 - 91.862.428 693.765.744
Additions 492.940 22.572.076 0 5.155.105 - 887.744 29.107.865 - - - - 29.107.865
Decreases - transfers - (8.674) (2.650) (317.524) - - (328.848) - - - - (328.848)
Net Cost as at 31/12/2025 91.495.543 417.093.581 506.140 116.610.838 3.731.349 1.244.882 630.682.333 1.197.806 90.664.622 - 91.862.428 722.544.761
Depreciation
Net Cost as at 31/12/2023 - (168.280.622) (324.542) (86.425.379) (3.538.351) - (258.568.892) (254.354) (29.544.013) - (29.798.367) (288.367.260)
Additions - (12.763.214) (35.803) (3.693.267) (192.998) - (16.685.283) (55.650) (6.251.893) - (6.307.543) (22.992.826)
Decreases - transfers - 309.578 - 48.934 - - 358.513 - - - - 358.513
Net Cost as at 31/12/2024 - (180.734.258) (360.345) (90.069.712) (3.731.349) - (274.895.664) (310.004) (35.795.906) - (36.105.910) (311.001.575)
Additions - (13.441.304) (37.806) (4.071.185) - - (17.550.295) (90.723) (6.468.337) - (6.559.060) (24.109.355)
Decreases - transfers - 1.093 2.650 14.443 - - 18.186 - - - - 18.186
Net Cost as at 31/12/2025 - (194.174.469) (395.501) (94.126.455) (3.731.349) - (292.427.773) (400.727) (42.264.243) - (42.664.970) (335.092.743)

186 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2024-31.12.2024

c. Liens on fixed assets

As of 31 December 2025, a pre-notation of mortgage in the amount of EUR 5.7 million is registered on the property located in Nea Filadelfeia. The mortgage is automatically released on 31 July 2026, upon full repayment of the amount.

5.9 Investment property (leased property)

The Group has determined as investment property, investments in real estate buildings and land or part of them, which can be valued separately and constitute a significant part of the building or land under exploitation. The Group measures those investments at cost less any impairment losses and depreciation. Summary information regarding those investments is as follows: (amounts in €)

Location of asset Description – operation of asset Rental Income- Group 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024
Thessaloniki port An area of 6.422,17 sq. m. (parking space for 198 vehicles) on the first floor of a building 59.608 59.608
Rentis Coffee shop 26.531 26.531
Patra Mall Mall 278.275 -
Monagrouli district of Limassol Logistic Center 240.000 240.000
Pafos Mall Mall 963.756 971.259
Total 1.568.170 1.297.398
Location of asset Description – operation of asset Rental Income-Company 01/01/2025- 31/12/2025 01/01/2024- 31/12/2024
Thessaloniki port An area of 6.422,17 sq. m. (parking space for 198 vehicles) on the first floor of a building 59.608 59.608
Rentis Coffee shop 26.531 26.531
Total 86.139 86.139

In addition to the Parent Company, investment property as at 31 December 2025 was also held by the subsidiary “JUMBO TRADING LTD” in Cyprus, amounting to €17.223.950, as well as by the subsidiary HERALD, amounting to €6,2 million. The net book value of those investments for the Group and the Company is analyzed as follows:

Investment Property (buildings) (amounts in €) Group Company
Cost 31/12/2024 17.029.641 6.014.505
Accumulated depreciation (4.889.013) (4.543.150)
Net Book Value as at 31/12/2024 12.140.628 1.471.355
Additions 6.208.814 -
Cost 31/12/2025 23.238.458 6.014.505
Accumulated depreciation (5.414.921) (4.743.433)
Net Book Value as at 31/12/2025 17.823.537 1.271.072

187 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2024-31.12.2024

Movements in the account for the year are as follows:

Investment Property (buildings) (amounts in €) Group Company
Depreciation Balance as at 31/12/2023 (4.363.170) (4.342.867)
Additions (525.843) (200.283)
Decreases – transfers - -
Balance as at 31/12/2024 (4.889.013) (4.543.150)
Additions (525.908) (200.283)
Decreases – transfers - -
Balance as at 31/12/2025 (5.414.921) (4.743.433)

5.10 Investments in subsidiaries

The balance of the account of the parent company is analyzed as follows: (amounts in €)

Company Head offices % of Investment Amount of participation
JUMBO TRADING LTD Avraam Antoniou 9- 2330 Kato Lakatamia Nicosia - Cyprus 100% 11.003.819
JUMBO EC.B LTD Sofia, Bu.Bulgaria 51-Bulgaria 100% 31.776.075
JUMBO EC.R SRL Bucharest (administrative area 3, B-dul Theodor Pallady, number.51, building Centrul de Calcul, 5th floor ) – Romania 100% 93.908.540
HERALD GREECE 2 S.A. 9 Cyprus & Hydras str, Moschato, Attica 100% 10.825.622
147.514.056

The change of the investments in subsidiaries is as follows: (amounts in €)

31/12/2025 31/12/2024
Opening Balance 01/01/2025 and 01/01/2024 136.688.434 136.688.434
Acquisition of subsidiaries 10.825.622 -
Share Capital Decrease of subsidiaries - -
Closing Balance 31/12/2025 and 31/12/2024 147.514.056 136.688.434

5.10.1 Acquisition of subsidiaries

On 24 October 2025, following the resolution of the Board of Directors dated 23 October 2025, the Company entered into a Share Sale and Purchase Agreement with EUROBANK S.A. for the acquisition of 100% of the share capital of “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2” (“HERALD 2”). HERALD 2 is the owner of the VESO MARE shopping center located on Akti Dymaion Street in Patras, where the Group already operates a retail store. The total consideration for the acquisition amounted to € 10.825.622 and was settled in cash from the Company’s available funds.

188 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2024-31.12.2024

Following the above, the Company became the sole shareholder of HERALD 2, holding 100% of its voting rights, which are attached to 196.036.762 ordinary registered shares with a nominal value of €0,04 each. The process of determining the fair values of the identifiable assets, liabilities and contingent liabilities of the acquired company, the allocation of the purchase consideration (Purchase Price Allocation) in accordance with IFRS 3 “Business Combinations”, and the resulting final determination of goodwill were completed during the preparation of the financial statements of the current period. The final fair values of the Statement of Financial Position of the acquired company, the total purchase consideration, and the result arising for the Group at the acquisition date are presented as follows:

Fair values at acquisition date Carrying amounts at acquisition date
ASSETS
Owner-occupied property, plant and equipment 36.196 36.196
Investment property 11.220.000 11.058.000
Right-of-use assets 8.682 8.682
Trade and other receivables 769.202 769.202
Cash and cash equivalents 120.044 120.044
LIABILITIES
Other provisions and other long-term liabilities (504.755) (504.755)
Trade and other payables (150.340) (150.340)
Short-term lease liabilities (7.858) (7.858)
Total equity 11.491.171 11.329.171
Acquisition percentage 100% 100%
Equity attributable to owners of the Parent 11.491.171 11.329.171

The changes arising from the measurement of the acquired company’s Statement of Financial Position items at fair value relate to the remeasurement of the property at fair value, based on a valuation performed by an independent certified valuer. The fair value of the property was determined using the Discounted Cash Flow (DCF) method, whereby the present value of future net cash flows was estimated in order to determine the fair value of the property with the highest possible degree of reliability.

Purchase consideration and goodwill Fair values at acquisition date
Cash consideration transferred 10.825.622
Less: Net assets acquired (11.491.171)
Gain from bargain purchase (665.550)
Net cash outflow on acquisition Fair values at the acquisition date of control
Cash consideration transferred 10.825.622
Cash and cash equivalents acquired (120.044)
Net cash outflow 10.705.577

189 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2024-31.12.2024

The acquisition of the company on 23 October 2025 increased total assets by 0,6% (€12,1 million), while it did not have a significant impact on the Group’s liabilities. Furthermore, it had a positive effect on profit after tax for the period amounting to €262 thousand. Had the acquisition taken place on 1 January 2025, consolidated profit after tax would have been increased by €383 thousand.

190 JUMBO GROUP S.A.Annual Report for the financial year 01.01.2025-31.12.2025

5.11 Financial instruments per category

The financial assets per category are as follows:

THE GROUP 31/12/2025

Amounts in € Financial instruments at fair value through other comprehensive income Financial instruments at fair value through profit or loss Financial instruments at amortized cost Total
Financial Assets 31.710.709 - - 31.710.709
Long-term restricted bank accounts - - 9.100.000 9.100.000
Trade debtors and other trade receivables - - 8.168.039 8.168.039
Other Receivables - - 26.251.907 26.251.907
Short term restricted bank accounts - - 2.970.452 2.970.452
Cash and cash equivalents - - 536.668.758 536.668.758
Financial Assets 31.710.709 - 583.159.156 614.869.865

THE GROUP 31/12/2024

Amounts in € Financial instruments at fair value through other comprehensive income Financial instruments at fair value through profit or loss Financial instruments at amortized cost Total
Financial Assets 23.585.165 - - 23.585.165
Long-term restricted bank accounts - - 10.550.000 10.550.000
Trade debtors and other trade receivables - - 9.792.479 9.792.479
Other Receivables - - 21.936.942 21.936.942
Short term restricted bank accounts - - 2.995.273 2.995.273
Other current financial assets - - 825.731 825.731
Cash and cash equivalents - - 444.815.962 444.815.962
Financial Assets 23.585.165 - 490.916.387 514.501.552

The table above includes, per category, only the financial assets under the relevant definitions provided by the IFRS. Therefore, the above analysis may differ, from case to case, from the corresponding line items presented in the Financial Statements.

191 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

THE COMPANY 31/12/2025

Amounts in € Financial instruments at fair value through other comprehensive income Financial instruments at fair value through profit or loss Financial instruments at amortized cost Total
Trade debtors and other trade receivables - - 17.012.795 17.012.795
Other Receivables - - 20.756.304 20.756.304
Other current financial assets - - - -
Cash and cash equivalents - - 180.572.205 180.572.205
Financial Assets - - 218.341.303 218.341.303

THE COMPANY 31/12/2024

Amounts in € Financial instruments at fair value through other comprehensive income Financial instruments at fair value through profit or loss Financial instruments at amortized cost Total
Trade debtors and other trade receivables - - 10.498.705 10.498.705
Other Receivables - - 18.845.567 18.845.567
Other current financial assets - - - -
Cash and cash equivalents - - 159.157.382 159.157.382
Financial Assets - - 188.501.654 188.501.654

The table above includes, per category, only the financial assets under the relevant definitions provided by the IFRS. Therefore, the above analysis may differ, from case to case, from the corresponding line items presented in the Financial Statements.

192 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

THE GROUP

Amounts in € 31/12/2025 Other Financial Liabilities (at amortized cost) 31/12/2024 Other Financial Liabilities (at amortized cost)
Other Long-term liabilities - -
Trade and other payables 44.074.228 38.183.371
Loans - 122.719
Other current liabilities 54.017.588 51.778.323
Lease liabilities 66.432.256 75.183.110
Financial Liabilities 164.432.256 165.267.523

THE COMPANY

Amounts in € 31/12/2025 Other Financial Liabilities (at amortized cost) 31/12/2024 Other Financial Liabilities (at amortized cost)
Trade and other payables 43.504.924 45.295.023
Loans - -
Other current liabilities 45.612.241 39.335.885
Lease liabilities 53.481.957 59.815.580
Financial Liabilities 142.599.122 144.446.488

The tables above include, for the Group and the Company, – only the financial liabilities per category under the relevant definitions provided by the IFRS. Therefore, the above analysis may differ, from case to case, from the corresponding line items presented in the Financial Statements.

5.11.1 Financial instruments at fair value through other comprehensive income

The financial assets at fair value through other comprehensive income are presented in the table below:

Financial assets at fair value through other comprehensive income Amounts in € THE GROUP 31/12/2025 THE GROUP 31/12/2024
Investments in shares of listed companies 22.614.448 14.345.589
Bonds 9.096.261 9.239.576
Total financial assets at fair value through other comprehensive income 31.710.709 23.585.165

193 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Movements during the period:

THE GROUP Amounts in € 31/12/2025 31/12/2024
Opening balance 23.585.165 19.933.540
Additions - -
Sales (1.000.001) -
Profits/(losses) on measurement of financial assets at fair value through other comprehensive income 9.268.860 3.651.625
Impairment (143.315) -
Closing Balance 31.710.709 23.585.165

5.11.2 Fair value of financial instruments

The table below presents the financial instruments measured at fair value in the statement of financial position, in a fair value measurement hierarchy. According to the fair value measurement hierarchy, financial assets and liabilities are grouped into three levels based on the significance of data inputs used for the measurement of their fair value. The fair value hierarchy has the following three levels: : quoted prices in an active market for identical assets or liabilities. Level 1Level 2: inputs other than Level 1 that are observable for the financial assets or liabilities either directly (e.g. market price) or indirectly (e.g. arising from market prices) and Level 3: inputs for assets or liabilities that are not based on observable market data (unobservable inputs). The level, into which every financial asset or liability is categorized, is determined based on the lowest level of significance of the data inputs used for the measurement of their fair value. Financial assets and liabilities measured at fair value in the statement of financial position are categorized in the fair value hierarchy as follows:

THE GROUP 31/12/2025

Amounts in € Valuation at fair value at the end of the fiscal year using: Level 1 Level 2 Level 3
Description - - - -
-Bonds 9.096.261 9.096.261 - -
-Shares 22.614.448 22.614.448 - -
Total assets at fair value 31.710.709 31.710.709 - -

THE GROUP 31/12/2024

Amounts in € Valuation at fair value at the end of the fiscal year using: Level 1 Level 2 Level 3
Description - - - -
-Bonds 9.239.576 9.239.576 - -
-Shares 14.345.589 14.345.589 - -
Total assets at fair value 23.585.165 23.585.165 - -

Listed bonds which are traded on the Luxembourg Stock Exchange, are valued at the closing price on the financial statements reporting date. A loss of € 143.315, arising from valuation of bonds, has been recorded in the statement of other comprehensive income in the Annual Financial Statements. Listed shares are valued at their closing price at the reporting date. After the issuance and listing of the shares of Bank of Cyprus Holdings Public Limited Company on the London Stock Exchange and the Cyprus Stock Exchange, Jumbo Trading LTD holds a total of 2.660.859 shares of Bank of Cyprus Holdings Public Limited Company (BOC Holdings). The closing share price as 194 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025 at 31.12.2025 was € 7,94 and the shares valuation gave rise to a profit of € 8.887.269 which has been recorded in the statement of other comprehensive income in the Annual Financial Statements. Following the listing and admission to trading of the shares of “TRADE ESTATES REAL ESTATE INVESTMENT COMPANY S.A.” on the Athens Exchange, JUMBO TRADING LTD held a total of 1.277.693 shares in the company. On 15 December 2025, JUMBO TRADING LTD proceeded with the sale of 520.834 listed shares for a total consideration of €1.000.001, without recognising any gain or loss on disposal. The closing share price as at 31 December 2025 was € 1,965 and the remeasurement of the remaining shares resulted in a gain of € 381.591, which is recognised in the Statement of Other Comprehensive Income of the Annual Financial Statements.

5.12 Other long-term receivables

The balance of the account is analysed as follows:

Other long-term receivables (amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Guarantees 5.853.255 6.400.513 5.554.751 6.109.322
Prepaid expenses 2.289.117 2.540.848 - -
Total 8.142.372 8.941.361 5.554.751 6.109.322

The total amount included in «Guarantees» line item relates to long-term lease guarantees and guarantees to utilities to be collected or returned after the end of the next financial year.

5.13 Inventories

The analysis of inventory is as follows:

(amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Merchandise 310.497.568 260.870.129 229.846.997 194.799.733
Total 310.497.568 260.870.129 229.846.997 194.799.733
Total net realizable value 310.497.568 260.870.129 229.846.997 194.799.733

Inventories are stated at the lower of cost and net realizable value. Compared to the previous financial year, the method of determining the purchase price of the inventory has not changed.

5.14 Trade debtors and other trade receivables

The Company has established criteria for providing credit to clients which criteria are generally based on the size of the customer’s activities and assessment of relevant financial information. At each reporting date all overdue or doubtful debts are reviewed in order the Company to determine whether it is necessary or not to make a relevant provision for doubtful debts. Any write-off of trade debtors’ balances is charged against the existing provision for doubtful debts. The credit risk arising from trade debtors and checks receivable is limited, given that it is certain that the amounts will be collected and appropriately liquidated. 195 JUMBO GROUP S.A.Annual Report for the financial year 01.01.2025-31.12.2025

Analysis of trade debtors and other trade receivables is as follows:

Trade Debtors and other trade receivables THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
(amounts in euro)
Customers 8.328.509 9.177.543 17.173.265 9.883.769
Cheques receivable - 775.406 - 775.406
Less: Impairment Provisions (160.470) (160.470) (160.470) (160.470)
Net trade Receivables 8.168.039 9.792.479 17.012.795 10.498.705
Advances for inventory purchases 67.084.998 67.186.324 67.084.998 67.186.324
Less: Impairment Provisions (17.972) (17.972) (17.972) (17.972)
Total 75.235.065 76.960.832 84.079.821 77.667.057

Analysis of provisions is as follows:

(amounts in euro) THE GROUP THE COMPANY
Balance as at 1st January 2024 178.442 178.442
Movements during the period - -
Balance as at December 31st, 2024 178.442 178.442
Balance as at 1st January 2025 178.442 178.442
Movements during the period - -
Balance as at December 31st, 2025 178.442 178.442

All the above mentioned receivables are considered short-term receivables. The carrying value of the trade receivables is considered to be approximately equal to their fair value. The total net receivables from customers do not include overdue receivables beyond the credit period, as determined by the Group's management for these receivables.

The expected time for collecting receivables that are not impaired is presented in the following table:

(amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Expected collection period:
Less than 3 months 63.130.182 63.702.473 71.974.938 64.408.698
Between 3 and 6 months 12.104.883 13.258.359 12.104.883 13.258.359
Between 6 months and 1 year - - - -
Total 75.235.065 76.960.832 84.079.821 77.667.057

5.15 Other receivables

Other receivables are analyzed as follows:

Other receivables (amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Sundry debtors 9.810.737 7.638.630 9.495.356 7.177.910
Receivables from the State 56.132.940 40.093.983 55.532.921 39.506.920
Other receivables 18.078.229 15.935.371 12.898.007 13.304.717
Less: Impairment Provisions (1.637.059) (1.637.059) (1.637.059) (1.637.059)
Net receivables 82.384.847 62.030.926 76.289.225 58.352.487

196 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

As analyzed in the table above, the total amount of other receivables includes the receivables of the Group:
a) from other receivables relating to advance payments of leases of the parent company
b) from amounts owed to the parent company by the Greek State in connection with advance payment of income tax for the current year and withheld taxes of the subsidiaries € 666.979.
c) from sundry debtors deriving from advances and credits management accounts (such as custom clearers), advances to personnel, insurance receivables.

5.16 Other current assets

Other current assets pertain to the following:

Other current assets (amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Prepaid expenses 4.339.979 3.775.528 2.356.055 2.185.890
Accrued income 2.940.371 2.341.269 2.940.371 2.341.269
Discounts on purchases under settlement 267.933 167.000 267.933 167.000
Total 7.548.284 6.283.796 5.564.359 4.694.159

Other current assets mostly pertain to prepaid expenses as well as accrued financial income.

5.17 Long-term and Short term restricted bank deposits

Amounts in € Restricted bank deposits THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Long-term restricted bank deposits 9.100.000 10.550.000 - -
Short Term restricted bank deposits 2.970.452 2.995.273 - -
Total 12.070.452 13.545.273 - -

Out of the amount of € 9.100.000: (a) € 8.200.000 relates to a deposit for the acquisition of the subsidiary NIVAMO PROPERTIES LTD, and (b) € 900.000 represents pledged cash in the form of restricted bank deposits for the collateralisation of revolving bank facilities of the subsidiary JUMBO TRADING LTD.
Out of the amount of € 2.970.452: (a) € 1.400.000 represents pledged cash in the form of restricted bank deposits for the acquisition of the subsidiary NIVAMO PROPERTIES LTD, (b) € 122.162 relates to pledged cash in the form of restricted bank deposits for the collateralisation of revolving bank facilities of the subsidiary JUMBO TRADING LTD, (c) € 1.250.000 relates to the acquisition of a warehouse, and (d) €198.290 relates to other commitments in favour of third parties.

197 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5.18 Cash and cash equivalents

Cash and cash equivalents (amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Cash in hand 3.206.350 2.907.616 2.464.499 2.267.892
Bank overdraft 7.200.872 9.151.188 7.200.872 9.151.188
Sight and time deposits 526.261.536 432.757.158 170.906.834 147.738.302
Total 536.668.758 444.815.962 180.572.205 159.157.382

Time deposits pertain to short term investments of high liquidity. The interest rate for time deposits in EUR for the Group was 1,75% - 2,75%, and on sight deposits from 0% to 3%. The interest rate on foreign currency deposits ranged from 5,4% to 7%.

5.19 Non-current assets held for sale

Non-current assets held for sale (amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Non-current assets held for sale - 825.731 - -
Total - 825.731 - -

Assets held for sale in the previous financial year included a property (land) with a carrying amount of €826 thousand, held by the subsidiary in Bulgaria. Management decided to proceed with the disposal of the land, which had originally been acquired for the construction of a Company store, as the investment was no longer considered viable. The subsidiary entered into a preliminary sale agreement with an interested buyer, and the transaction was completed in February 2025, resulting in a gain of € 981.204. As the negotiated selling price exceeds the carrying amount of the asset, the classification as held for sale did not result in the recognition of an impairment loss in the statement of profit or loss.

5.20 Equity

5.20.1. Share capital

The Annual General Meeting of the Company’s shareholders held on 9 July 2025 resolved, inter alia, the cancellation, in accordance with article 49 of Law 4548/2018, of 1.694.198 treasury shares with a nominal value of € 0,88 each, resulting in a reduction of the Company’s share capital by € 1.490.894,24 and a corresponding amendment to article 5A (“Share Capital – Shares”) of the Articles of Association.
The aforementioned shares were acquired during the period from 1 October 2024 to 27 March 2025, at an average purchase price of €25,4191 per share, under the Share Buyback Programme approved by the General Meeting of shareholders on 26 September 2024.
Following the above reduction due to the cancellation of 1.694.198 shares, the Company’s share capital now amounts to €118.241.693,68, divided into 134.365.561 ordinary registered shares with a nominal value of €0,88 each. The cancellation and deletion of the above treasury shares from the Athens Exchange took place on 4 August 2025, being the date on which trading of these shares ceased.

198 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

(amounts in euro except from shares) Number of shares Nominal share value Value of ordinary shares (Share Capital)
Balance as at December 31 st 2024 136.059.759 0,88 119.732.588
Share capital reduction through cancellation of treasury shares (1.694.198) - (1.490.894)
Balance as at December 31st 2025 134.365.561 0,88 118.241.694

199 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5.20.2. Share Premium and other reserves- Treasury shares reserve

The analysis of share premium and other reserves as at 31.12.2025 is as follows:

THE GROUP (amounts in euro) Share premium Statutory reserve Fair value reserve Tax free reserves Extraordinary reserves Special reserves Total of other reserves Total
Balance at January 1 st 2024 50.026.742 53.786.617 (1.266.046) 1.797.944 109.073.180 (1.037.236) 162.354.459 212.381.201
Movements during the financial year - - 3.651.625 - 188.364.145 (23.481.545) 168.534.225 168.534.225
Balance at 31 st December 2024 50.026.742 53.786.617 2.385.579 1.797.944 297.437.325 (24.518.781) 330.888.684 380.915.426
Movements during the financial year - 27.234 9.125.545 - 119.668.649 632.136 129.453.564 129.453.564
Balance at 31 st December 2025 50.026.742 53.813.851 11.511.124 1.797.944 417.105.974 (23.886.645) 460.342.248 510.368.990

200 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

THE COMPANY (amounts in euro) Share premium Statutory reserve Tax free reserves Extraordinary reserves Special reserves Total of other reserves Total
Balance at January 1 st 2024 50.026.742 53.786.617 1.797.944 109.073.180 (1.067.871) 163.589.870 213.616.612
Movements during the financial year - - - 188.364.145 (23.479.045) 164.885.100 164.885.100
Balance at 31 st December 2024 50.026.742 53.786.617 1.797.944 297.437.325 (24.546.916) 328.474.970 378.501.712
Movements during the financial year - - - 119.668.649 632.136 120.300.785 120.300.785
Balance at 31 st December 2025 50.026.742 53.786.617 1.797.944 417.105.974 (23.914.780) 448.775.755 498.802.497

201 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5.21 Liabilities for pension plans

Accounts in the tables below have been calculated based on the financial and actuarial assumptions using the Projected Unit Credit Method. Relevant calculations have taken into account the amount of retirement compensation provided for by Law 2112/20 (as amended by Law 4093/12). The following table analyzes the amounts recognized in the financial statements of the Group and the Company as at 31.12.2025 as well as the amounts as at 31.12.2024.(amounts in euro)
| | THE GROUP 31/12/2025 | THE GROUP 31/12/2024 | THE COMPANY 31/12/2025 | THE COMPANY 31/12/2024 |
| :--- | :--- | :--- | :--- | :--- |
| Present value of non-funded liabilities | 9.926.965 | 10.288.382 | 9.774.294 | 10.173.707 |
| Net liability recognized in the statement of financial position | 9.926.965 | 10.288.382 | 9.774.294 | 10.173.707 |
| Amounts recognized in the income statement | | | | |
| Current service cost | 446.686 | 486.888 | 425.875 | 469.647 |
| Interest Cost on liability / (asset) | 352.079 | 333.958 | 346.742 | 329.003 |
| Ordinary expense recognized in the income statement | 798.765 | 820.846 | 772.617 | 798.650 |
| Cost of curtailments / settlements / terminations | 381.485 | 522.005 | 381.485 | 522.005 |
| Other expense /(income) | (125.635) | - | (125.635) | - |
| Total expense recognized in the income statement | 1.054.615 | 1.342.851 | 1.028.467 | 1.320.655 |
| Change in the present value of the liability | | | | |
| Present value of the liability at the beginning of the year | 10.288.382 | 10.023.963 | 10.173.707 | 9.927.922 |
| Current service cost | 446.686 | 486.888 | 425.875 | 469.647 |
| Interest cost | 352.079 | 333.958 | 346.742 | 329.003 |
| Other expense /(income) | (621.590) | (839.295) | (617.449) | (832.955) |
| Benefits paid by the employer | - | - | (125.635) | - |
| Cost of curtailments / settlements / terminations | 381.485 | 522.005 | 381.485 | 522.005 |
| Actuarial loss / (profit) -financial assumptions | (1.062.783) | (534.356) | (1.071.150) | (540.507) |
| Actuarial loss / (profit) –demographic assumptions | 3.454 | 2.134 | - | - |
| Actuarial loss / (profit) | 264.888 | 293.085 | 260.719 | 298.592 |
| Present value of the liability at the end of the year | 9.942.067 | 10.198.681 | 9.774.294 | 10.173.707 |
| Change in the net liability recognized in the statement of financial position | | | | |
| Net liability at the beginning of the year | 10.288.382 | 10.023.963 | 10.173.707 | 9.927.922 |
| Benefits paid by the employer | (621.590) | (839.295) | (617.449) | (832.955) |
| Total expense recognized in the income statement | 1.054.615 | 1.342.851 | 1.028.467 | 1.320.655 |
| Total amount recognized in equity | (794.441) | (239.137) | (810.431) | (241.915) |
| Net liability at year end | 9.926.966 | 10.288.382 | 9.774.294 | 10.173.707 |
| Accumulated amount to equity (before tax) | (299.816) | (1.094.257) | (316.745) | (1.127.176) |

202 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The key actuarial assumptions used are as follows:

31/12/2025 31/12/2024
Discount rate 4,23% 3,50%
Inflation 2,00% 2,00%
Increase in salaries and wages 2,00% 2,00%
Duration of liabilities 14,84 15,46

The subsidiary JUMBO TRADING LTD has a defined contribution plan, JUMBO TRADING LTD Employee Welfare Fund, which is funded separately and prepares its own financial statements, under which the employees are entitled to certain benefits upon retirement or early termination of their services. Furthermore, JUMBO EC.R. SRL has no legal or constructive obligation to pay compensation to employees on termination of service. As a result, the aforementioned subsidiaries have not recognized liabilities related to defined retirement employee benefits in their statement of financial position.

The sensitivity analysis of the key assumptions used is presented below as follows:

THE GROUP & THE COMPANY 31/12/2025 31/12/2024
Discount rate plus 0,25% -% Change in Liabilities P.V. -3,40% -3,60%
Discount rate minus 0,25% -% Change in Liabilities P.V. 3,50% 3,80%
Assumption of wage increase plus 0,25% -% Change in Liabilities P.V. 3,60% 3,80%
Assumption of wage increase minus 0,25% -% Change in Liabilities P.V. -3,40% -3,60%

The benefits provided to the personnel of the Group and of the Company are analyzed as follows:

(amounts in euro) THE GROUP 01/01/2025- 31/12/2025 THE GROUP 01/01/2024- 31/12/2024 THE COMPANY 01/01/2025- 31/12/2025 THE COMPANY 01/01/2024- 31/12/2024
Salaries, wages and allowances social security contributions 144.058.008 135.731.708 90.674.588 89.122.524
Termination of service expenses 617.449 832.955 617.449 832.955
Other employee benefits 2.892.571 351.793 2.685.417 169.652
Provision for compensation to personnel due to retirement 85.087 174.553 64.276 158.697
Total 147.653.115 137.091.009 94.041.730 90.283.828

The total of the above expenses is included in distribution costs and administrative expenses in the income statement. 203 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5.22 Short-term loan liabilities

The short-term loan liabilities of the Group and the Company are analyzed as follows:

Loans (amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Short-term loan liabilities
Revolving loan Account - 122.719 - -
Total - 122.719 - -

5.23 Long and Short term lease liabilities

The lease liabilities for the following years are analyzed as follows:

(amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Short term lease liabilities 8.096.075 7.630.467 6.392.617 5.825.135
Long-term lease liabilities (Between 1 year and 5 years) 41.435.201 44.061.124 36.198.631 36.636.150
Long-term lease liabilities (More than 5 years) 16.900.981 23.491.519 10.890.710 17.354.295
Total lease liabilities 66.432.256 75.183.110 53.481.957 59.815.580
(amounts in euro) THE GROUP Minimum future payments on 31/12/2025 THE GROUP Net present value THE COMPANY Minimum future payments THE COMPANY Net present value
Up to 1 year 9.951.524 8.096.075 8.011.447 6.392.617
Between 1 year and 5 years 47.807.612 41.435.201 41.809.833 36.198.631
More than 5 year 19.320.890 16.900.981 11.495.938 10.890.710
Total of Minimum future payments 77.080.027 66.432.256 61.317.217 53.481.957
Minus: Amounts that represent finance costs (10.647.771) (7.835.261)
66.432.256 66.432.256 53.481.957 53.481.957
(amounts in euro) THE GROUP Minimum future payments on 31/12/2024 THE GROUP Net present value THE COMPANY Minimum future payments THE COMPANY Net present value
Up to 1 year 10.105.237 7.630.467 8.075.016 5.825.135
Between 1 year and 5 years 51.821.696 44.061.124 43.413.290 36.636.150
More than 5 year 26.645.905 23.491.519 17.945.774 17.354.295
Total of Minimum future payments 88.572.838 75.183.110 69.434.080 59.815.580
Minus: Amounts that represent finance costs (13.389.728) (9.618.500)
75.183.110 75.183.110 59.815.580 59.815.580

204 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The incremental borrowing rate for leases has been determined is at 3,25% for the Company and from 1,74% to 4,10% for the Group.

5.24 Other long-term liabilities

The Group and the Company’s οther long-term liabilities are analyzed as follows:

(amounts in euro) THE GROUP 31/12/2025 THE GROUP 31/12/2024 THE COMPANY 31/12/2025 THE COMPANY 31/12/2024
Liabilities to creditors
Opening balance 5.700.000 - 5.700.000 -
Additions - 5.700.000 - 5.700.000
Reductions (5.700.000) - (5.700.000) -
Total - 5.700.000 - 5.700.000
Guarantees obtained
Opening balance 10.871.077 12.214.396 33.877 33.997
Additions 20.000 13.462 20.000 -
Additions from acquisitions of subsidiaries 257.628 - - -
Reductions (333.420) (1.356.781) - (120)
Total 10.815.285 10.871.078 53.876 33.877
Total 10.815.285 16.571.078 53.876 5.733.877

The amount of € 5,7 million represents the outstanding balance of the total purchase price for the property in Nea Filadelfeia, which will be fully settled in a single payment on 30 July 2026.

5.25 Deferred tax liabilities

Deferred tax liabilities as deriving from temporary tax differences are as follows:

(amounts in euro) THE GROUP Balance as at 01/01/2025 Tax recognized in other comprehensive income Tax recognized in the income statement Balance as at 31/12/2025
Short-term liabilities
Other short-term liabilities 127.386 - 987 128.373
Non-current assets
Tangible assets 8.388.466 - 76.455 8.464.921
Right-of-use assets (369.924) - (78.272) (448.196)
Long-term liabilities - Provisions (13.237) - (4.630) (17.867)
Employee benefits (2.262.600) 178.295 259.865 (1.824.440)
Short- term receivables
Other short- term receivables (191.686) - - (191.686)
5.678.405 178.295 254.404 6.111.104

205 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

(amounts in euro) THE GROUP Balance as at 01/01/2024 Tax recognized in other comprehensive income Tax recognized in the income statement Balance as at 31/12/2024
Short-term liabilities
Other short-term liabilities 122.997 - 4.389 127.386
Non-current assets
Tangible assets 8.422.722 - (34.256) 8.388.466
Right-of-use assets (358.041) - (11.884) (369.924)
Long-term liabilities - Provisions (15.777) - 2.540 (13.237)
Employee benefits (2.207.185) 53.221 (108.636) (2.262.600)
Short- term receivables
Other short- term receivables (191.686) - - (191.686)
5.773.030 53.221 (147.847) 5.678.405

For the Company, the respective accounts are analyzed as follows:

(amounts in euro) THE COMPANY Balance as at 01/01/2025 Tax recognized in other comprehensive income Tax recognized in the income statement Balance as at 31/12/2025
Short-term liabilities
Other short-term liabilities 127.386 - 987 128.373
Non-current assets
Tangible assets 8.897.755 - 47.793 8.945.548
Right-of-use assets (892.994) - (49.596) (942.590)
Long-term liabilities
Employee benefits (2.238.216) 178.295 266.166 (1.793.755)
Short- term receivables
Other short- term receivables (167.533) - - (167.533)
5.726.399 178.295 265.349 6.170.043

206 JUMBO GROUP S.A.Annual Report for the financial year 01.01.2025-31.12.2025 (amounts in euro)

THE COMPANY Deferred tax liabilities / (receivables)

Balance as at 01/01/2024 Tax recognized in other comprehensive income Tax recognized in the income statement Balance as at 31/12/2024
Short-term liabilities
Other short-term liabilities 122.997 - 4.389 127.386
Non-current assets
Tangible assets 8.798.077 - 99.678 8.897.755
Right-of-use assets (850.382) - (42.612) (892.994)
Long-term liabilities
Employee benefits (2.184.143) 53.221 (107.294) (2.238.216)
Short-term receivables
Other short-term receivables (167.533) - - (167.533)
Total 5.719.015 53.221 (45.838) 5.726.399

5.26 Provisions
The provisions regarding the Group and the Company are recognized if there are current legal or constructive obligations resulting from past events, which are probable to be settled through outflows of economic benefits and the amount of the obligation can be measured reliably. Provisions concern contingent tax obligations for unaudited tax years and pending litigations that the Company is not likely to win. The analysis is as follows:

THE GROUP – THE COMPANY (amounts in euro)

Provisions for pending legal cases Total
Balance as at 31st December 2023 592.248
Additional provisions for the year -
Provisions used for the year -
Balance as at 31st December 2024 592.248
Additional provisions for the year -
Provisions used for the year -
Balance as at 31st December 2025 592.248

207 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5.27 Trade and other payables
The balance of the account is analyzed as follows:

THE GROUP 31/12/2025 31/12/2024 THE COMPANY 31/12/2025 31/12/2024
(amounts in euro)
Suppliers 9.803.897 5.524.880 9.234.593 12.636.531
Notes payable & promissory notes 101.110 27.554 101.110 27.554
Cheques payable 34.169.221 32.630.938 34.169.221 32.630.938
Advances from customers 3.298.636 7.140.881 3.298.636 7.140.881
Total 47.372.863 45.324.252 46.803.561 52.435.903

5.28 Current tax liabilities
The analysis of tax liabilities is as follows:

THE GROUP 31/12/2025 31/12/2024 THE COMPANY 31/12/2025 31/12/2024
(amounts in euro)
Income tax Liabilities 77.307.933 69.546.341 71.433.153 65.415.066
Other taxes liabilities 23.481.164 23.144.395 2.456.765 3.358.155
Total 100.789.097 92.690.736 73.889.918 68.773.221

Deferred tax is not included in current tax liabilities.

5.29 Other short term liabilities
Other short term liabilities are analyzed as follows:

THE GROUP 31/12/2025 31/12/2024 THE COMPANY 31/12/2025 31/12/2024
(amounts in euro)
Fixed assets suppliers 9.413.109 5.681.108 8.950.881 3.368.459
Salaries payable to personnel 6.022.671 5.789.389 3.347.392 3.366.081
Sundry creditors 26.055.675 27.088.253 23.075.305 23.409.322
Social security liabilities 6.304.837 6.293.132 4.635.292 4.764.471
Dividends payable 209.337 222.681 209.337 222.681
Accrued expenses 5.795.601 5.494.901 5.394.034 4.179.883
Other liabilities 216.357 1.208.858 - 24.987
Total 54.017.588 51.778.323 45.612.241 39.335.885

208 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5.30 Cash flows from operating activities

THE GROUP 01/01/2025-31/12/2025 01/01/2024-31/12/2024 THE COMPANY 01/01/2025-31/12/2025 01/01/2024-31/12/2024
Cash flows from operating activities
Profit Before Tax 395.106.128 390.261.824 307.630.550 304.110.604
Adjustments for:
Depreciation of tangible/ intangible assets 43.221.476 41.058.349 24.309.638 23.193.319
Pension liabilities provisions (net) 80.946 169.598 64.276 158.697
(Profit)/ loss from sales and destruction of assets (76.824) (1.786.281) (77.958) (154.786)
Gain from bargain purchase acquisition (665.550) - - -
Other provisions - 22.351 - -
Interest and related income (9.345.579) (14.108.662) (3.004.653) (5.106.255)
Interest and related expenses 7.465.221 7.293.789 4.553.728 4.471.142
Dividends received (1.876.200) (828.384) (66.000.000) (70.000.000)
Other non-cash adjustments (101.020) 74.511 - -
Other Exchange Differences 1.147 622 1.147 622
Operating profit before working capital changes 433.809.745 422.157.717 267.476.730 256.673.343
Changes in working capital
(Increase)/ decrease in inventories (49.627.440) (22.550.600) (35.047.264) (10.946.769)
(Increase)/ decrease in trade and other receivables 1.798.445 (34.927.776) (6.412.764) (21.636.446)
(Increase)/ decrease in other current assets (19.492.757) 10.206.160 (16.904.346) 11.774.329
Non-short-term restricted bank deposits 1.450.000 (50.000) - -
Increase/ (decrease) in liabilities (excl. bank loans) 4.713.202 (3.273.846) (2.842.494) (1.891.052)
(61.158.549) (50.596.062) (61.206.869) (22.699.937)
Cash flows from operating activities 372.651.196 371.561.655 206.269.861 233.973.406

The Company and the Group classify bank deposits with a maturity of more than 3 months as "other current financial assets ". These deposits are of highly liquidity, directly convertible into cash without being subject to a significant risk of change in their value or giving rise to a significant cost in the event of a premature termination before the end of the contractual period. For this reason, they are included in a distinct line in the cash flows of the Company and of the Group, as they are considered directly available.

5.31 Commitments, Contingent Liabilities / Contingent Assets
• Commitments
Commitments mostly pertain to leases of stores, warehouses and transportation equipment, which expire on different dates. Minimum future lease payments based on non-cancelable lease contracts are analyzed as follows:

209 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

THE GROUP 31/12/2025 31/12/2024 THE COMPANY 31/12/2025 31/12/2024
Up to 1 year 3.259.883 4.374.273 2.666.569 3.474.332
From 1 to 5 years 11.425.491 17.427.679 9.497.222 13.841.977
After 5 years 12.764.598 18.890.727 12.764.598 18.890.727
Total 27.449.972 40.692.679 24.928.390 36.207.036

• Contingent liabilities
The Company during the current financial year has granted letters of guaranty to third parties as security for liabilities of € 54 k. (01.01.2024-31.12.2024: € 43 k). The letters of guarantee issued by the Group are analyzed as follows:
On May 15, 2023, a new non-cancellable lease agreement regarding the lease of property by the Bulgarian subsidiary "JUMBO ECB Ltd", provides for the extension of the previous lease (08.07.2011) until May 28, 2035, while the lessee has the right to extend the initial lease term for an additional twelve (12) years, i.e. until 28 May 2047. According to the new lease agreement, the Bulgarian subsidiary company "JUMBO ECB Ltd", has the right to purchase the leased store and the real estate on which the leased store is built on against a total cost of € 13.500.000 plus VAT, in the event that at any time during the lease, the lessor makes the specific property available for sale. In that case, the Company as the sole shareholder of "JUMBO ECB Ltd" will be obliged, within three (3) months from the offer, to decide on buying the property against the above-mentioned total price. It is noted that according to the previous contract the Bulgarian subsidiary company "JUMBO ECB Ltd" had an obligation to purchase the property only in case that specific changes in the Company's Board of Directors occur. According to the new lease agreement no other party appears as a guarantor against the obligations of the lessee JUMBO ECB Ltd. It is noted that according to the previous contract the Cypriot subsidiary JUMBO TRADING LTD assumed as guarantor and co-debtor against the obligations of the lessee JUMBO ECB Ltd. Guarantee of a total value of € 1.767 k to fulfill the terms of a lease contract of the subsidiary JUMBO ROMANIA SRL

• Contingent Assets
The Group on 31.12.2025 possessed letters of guarantee for proper execution of agreements amounting to € 31,72 million, that are analyzed as follows:
- A letter of guarantee amounting to € 3,55 million to the subsidiary JUMBO TRADING LTD to fulfill the terms of the property lease contract in Paphos.
- Letter of Guarantee of € 10,15 million to the parent company for the proper performance of cooperation with the customer Franchise Kid-Zone in Albania , Kosovo, Bosnia and Montenegro.
- Letter of Guarantee of € 3,90 million to the parent company for the proper performance of cooperation with the customer Franchise Veropoulos Dooel in North Macedonia and Serbia.
- Letter of Guarantee of € 12 million to the parent company for the proper performance of cooperation with the customer JUMBO RETAIL GREECE LTD in Israel.
- Letter of guarantee of € 2,12 million to the subsidiary JUMBO ROMANIA SRL for the good execution of projects.

210 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

5.32 Unaudited fiscal years
Unaudited fiscal years for the Group on 31.12.2025 are analyzed as follows:

Company Unaudited Fiscal Years
JUMBO SA From 01.07.2019 to 31.12.2025
JUMBO TRADING LTD From 01.01.2022 - 31.12.2022 to 01.01.2025-31.12. 2025
JUMBO EC.B LTD From 01.01.2019-31.12.2019 to 01.01.2025-31.12. 2025
JUMBO EC.R S.R.L From 01.08.2020-31.12.2020 to 01.01.2025-31.12.

6. Transactions with related parties

The Group includes apart from "JUMBO SA" the following related companies:
1. The subsidiary company «Jumbo Trading LTD», based in Cyprus, in which the Parent company holds 100% of shares and voting rights. The subsidiary company JUMBO TRADING LTD participates at the rate of 100% in the share capital of GEOFORM LIMITED, INTROSERVE PROPERTIES LIMITED, INDENE PROPERTIES LIMITED, INGANE PROPERTIES LIMITED and Nivamo Properties LIMITED.
2. The subsidiary company in Bulgaria «JUMBO EC.B. LTD» based in Sofia, Bulgaria, in which the Parent company holds 100% of shares and the voting rights.
3. The subsidiary company in Romania «JUMBO EC.R. SRL» based in Bucharest, Romania in which the Parent company holds the 100% of shares and voting rights.
4. The subsidiary “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2”, based in Moschato, Greece, in which the Parent Company holds 100% of its share capital and voting rights.

The most significant transactions and balances between the Company and the related parties (except natural persons) at 31.12.2025, as defined in IAS 24, are as follows:

Sales of merchandise 01/01/2025- 31/12/2025 (Group) 01/01/2024- 31/12/2024 (Group) 01/01/2025- 31/12/2025 (Company) 01/01/2024- 31/12/2024 (Company)
Subsidiaries - - 277.491.314 255.177.420
Total - - 277.491.314 255.177.420
Sales of services 01/01/2025- 31/12/2025 (Group) 01/01/2024- 31/12/2024 (Group) 01/01/2025- 31/12/2025 (Company) 01/01/2024- 31/12/2024 (Company)
Subsidiaries - - 1.484.083 1.318.957
Total - - 1.484.083 1.318.957
Sales of tangible assets and other services 01/01/2025- 31/12/2025 (Group) 01/01/2024- 31/12/2024 (Group) 01/01/2025- 31/12/2025 (Company) 01/01/2024- 31/12/2024 (Company)
Subsidiaries - - 502.098 854.275
Total - - 502.098 854.275

212 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Purchases of merchandise 01/01/2025- 31/12/2025 (Group) 01/01/2024- 31/12/2024 (Group) 01/01/2025- 31/12/2025 (Company) 01/01/2024- 31/12/2024 (Company)
Subsidiaries - - 3.621.323 2.144.211
Total - - 3.621.323 2.144.211
Purchases of tangible assets and other services 01/01/2025- 31/12/2025 (Group) 01/01/2024- 31/12/2024 (Group) 01/01/2025- 31/12/2025 (Company) 01/01/2024- 31/12/2024 (Company)
Subsidiaries - - 1.315.509 1.097.088
Other Related parties - 250.775 250.775 250.775
Total - 250.775 1.566.285 1.347.863
Receivables 31/12/2025 (Group) 31/12/2024 (Group) 31/12/2025 (Company) 31/12/2024 (Company)
Subsidiaries - - 7.081.906 711.518
Total - - 7.081.906 711.518
Liabilities 31/12/2025 (Group) 31/12/2024 (Group) 31/12/2025 (Company) 31/12/2024 (Company)
Subsidiaries - - 3.424.644 9.462.304
Total - - 3.424.644 9.462.304

The above amounts of the subsidiaries have been eliminated at Group level. Sales and purchases of merchandise concern goods traded by the Parent Company, i.e. toys, baby items, stationery, home and seasonal goods. All the transactions described above have been carried out under the usual market terms. Also, the terms that govern the transactions with the above related parties are equivalent to those that prevail in arm’s length transactions. Apart from the above transactions with the related parties, par. 7 below presents the transactions with other related parties (key management and Board members).

7. Fees to members of the Board of Directors

The transactions with key management and Board Members at Group and Company level are presented below:

Transactions with Directors and Board Members (Amounts in euro) 01/01/2025- 31/12/2025 (Group) 01/01/2025- 31/12/2025 (Company)
Wages and salaries 841.378 438.617
Social security cost 92.682 46.820
Other fees and transactions with the members of the Board of Directors (AGM Decision) 1.294.463 1.294.463
Compensation due to termination of employment - -
Total 2.228.523 1.779.899
Pension Benefits: 01/01/2025- 31/12/2025 (Group) 01/01/2025- 31/12/2025 (Company)
Other Benefits scheme - -
Total - -

213 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Transactions with Directors and Board Members (Amounts in euro) 01/01/2024- 31/12/2024 (Group) 01/01/2024- 31/12/2024 (Company)
Wages and salaries 943.439 503.152
Social security cost 93.727 47.161
Other fees and transactions with the members of the Board of Directors (AGM Decision) 1.263.452 1.263.452
Compensation due to termination of employment 5.607 5.607
Total 2.306.225 1.819.372
Pension Benefits: 01/01/2024- 31/12/2024 (Group) 01/01/2024- 31/12/2024 (Company)
Other Benefits scheme 121.564 121.564
Total 121.564 121.564

No loans have been granted to members of Board of Directors or other members of the Group management (and their families) and there are neither receivables from nor liabilities to members of Board of Directors or other members of the Group management and their families.

8. Lawsuits and litigations

There are no lawsuits or litigations, whose negative outcome could have a material impact on the financial results of the Group. The Group has made a provision for significant legal or arbitration cases amounting to € 592.248, which concerns the Company.

9. Number of employees

The number of staff employed as at the end of the financial year 31.12.2025 reached for the Group 7.232 persons, 6.026 of whom are permanent personnel and 1.206 seasonal. As at 31 December 2025, the Company employed 4.160 persons 3.057 of whom are permanent personnel and 1.103 seasonal, the Cypriot subsidiary JUMBO TRADING LTD employed 610 persons (599 permanent personnel and 11 seasonal), the subsidiary in Bulgaria employed 712 persons (682 permanent personnel and 30 seasonal), and the subsidiary in Romania employed 1.750 persons (1.688 permanent personnel and 62 seasonal).The number of staff employed as at the end of the financial year 31.12.2024 reached for the Group 7.332 persons, 6.112 of whom are permanent personnel and 1.220 seasonal. As at 31 December 2024, the Company employed 4.260 persons 3.114 of whom are permanent personnel and 1.146 seasonal, the Cypriot subsidiary JUMBO TRADING LTD employed 595 persons (584 permanent personnel and 11 seasonal), the subsidiary in Bulgaria employed 748 persons (731 permanent personnel and 17 seasonal), and the subsidiary in Romania employed 1.729 persons (1.683 permanent personnel and 46 seasonal).

10. Proposal for distribution of dividend for the year 01.01.2025- 31.12.2025

The Extraordinary General Meeting of shareholders held on 19 March 2025 approved Management’s proposal for the payment of an extraordinary cash distribution of €0,4667 per share (gross), before withholding dividend tax, amounting in total to €63.499.089,53. The distribution was made from extraordinary reserves arising from taxed and undistributed profits for the financial year 01.01.2023– 31.12.2023. Excluding 1.687.198 treasury shares held by the Company, which are not entitled to dividends, the above gross amount corresponded to €0,4725599412 per share. The net extraordinary cash distribution, after the deduction of 5% withholding tax, where applicable, amounted to €0,4489319442 per share, and payment to beneficiaries commenced on 31 March 2025.

The Annual General Meeting of shareholders held on 9 July 2025 approved the distribution of a dividend from the profits of the 2024 financial year, amounting to €68.029.879,50, corresponding to 136.059.759 shares, i.e. €0,50 per share (gross) and €0,4750 per share (net), after withholding tax of 5%, where applicable. Taking into account 1.694.198 treasury shares held by the Company, the above distribution corresponded to €0,5063044354 per share (gross). The net dividend amounted to €0,4809892136 per share, and payment to beneficiaries commenced on 24 July 2025.

Total cash distributions in 2025 amounted to €131,5 million. In addition, the Board of Directors, by its resolution dated 14 April 2025, approved dividend distributions from wholly-owned subsidiaries to the parent company “JUMBO S.A.”, amounting to €25,00 million from “JUMBO TRADING LTD” (Cyprus), relating to profits of financial years 2017–2019, and €30,00 million from “JUMBO EC.B. LTD” (Bulgaria), relating to profits of financial years 2022–2023. Furthermore, by its resolution dated 30 April 2025, the Board approved a dividend distribution of €11,00 million from the wholly-owned Romanian subsidiary “JUMBO EC.R. S.R.L.”, relating to profits of the 2024 financial year.

It is noted that the Extraordinary General Meeting of shareholders held on 4 February 2026 approved the payment of an extraordinary cash distribution for 2026 amounting to €0,50 per share (gross), totalling €67.182.780,50, from extraordinary reserves arising from taxed and undistributed profits of financial years 2022 and 2023. The net amount, after the deduction of 5% withholding tax, where applicable, amounted to €0,4750 per share, and payment to beneficiaries commenced on 30 March 2026.

The Management of the Parent Company intends to propose to the Annual General Meeting, for the financial year 2025, the distribution of a dividend amounting to € 94.055.892,70, corresponding to €0,70 per share (gross) based on 134.365.561 shares. The net amount is expected to amount to €0,6650 per share. The proposed distribution is subject to approval by the General Meeting of shareholders and will be executed through a credit institution within the legally prescribed timeframe.

11. Risk management Policies

The Group is exposed to various financial risks such as market risk (fluctuations in foreign exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The Group’s risk management policy aims at limiting the negative impact on its financial results arising from the inability to forecast financial markets and fluctuations in cost and revenue variables. Risk management policy is executed by the Management of the Group. The procedure followed is the following:
* Evaluation of risks related to the Group’s activities
* Methodology planning and selection of appropriate financial products to reduce risks
* Execution/implementation in accordance with the procedure approved by management of the risk management process.

The Group’s financial instruments consist mainly of bank deposits, trade receivables and payables, dividend payable and borrowings.

11.1 Foreign currency risk

The Group operates internationally and is, therefore, exposed to foreign exchange risk arising mainly from the United States dollar and Romanian Lei (RON). This type of risk arises mainly from trading transactions in these currencies as well as net investments in foreign entities.

The following table presents the sensitivity of the results and equity for the closing year in relation to financial assets and financial liabilities and the Euro/ US- Dollar and Euro/ RON exchange rate. Financial assets and liabilities in foreign currency translated into Euros using the closing exchange rate at the statement of financial position date are as follows:

Amounts in € THE GROUP (31/12/2025) THE COMPANY (31/12/2025)
Foreign currency risk US$ RON US$ RON
Financial Assets 224.845.076 - - -
Financial Liabilities 101.110 24.024.533 101.110 -
Short Term Exposure (101.110) 200.820.543 (101.110) -
Financial Assets - 50.951 - -
Financial Liabilities - (2.345.577) - -
Long-term Exposure - (2.294.626) - -
Amounts in € THE GROUP (31/12/2024) THE COMPANY (31/12/2024)
Foreign currency risk US$ RON US$ RON
Financial Assets - 184.389.077 - -
Financial Liabilities 27.554 17.347.824 27.554 -
Short Term Exposure (27.554) 167.041.252 (27.554) -
Financial Assets - 57.787 - -
Financial Liabilities - 2.883.736 - -
Long-term Exposure - 2.825.949 - -

A 5% increase in the Euro/foreign currency exchange rate for the year ended 31 December 2025 is assumed (01.01.2024 - 31.12.2024: 5%). The sensitivity analysis is based on the Group’s foreign currency financial instruments held at each reporting date.

THE GROUP & COMPANY 31/12/2025 US$ 31/12/2025 US$
Amounts in € +5% -5% +5% -5%
Net profit for the year (1.778) 1.778 (1.778) 1.778
Equity (1.778) 1.778 (1.778) 1.778
THE GROUP 31/12/2025 RON THE COMPANY 31/12/2025 RON
Amounts in € +5% -5% +5% -5%
Net profit for the year 15.740.320 (15.740.320) - -
Equity 15.740.320 (15.740.320) - -
THE GROUP & COMPANY 31/12/2024 US$ 31/12/2024 US$
Amounts in € +5% -5% +5% -5%
Net profit for the year (1.378) 1.378 (1.378) 1.378
Equity (1.378) 1.378 (1.378) 1.378
THE GROUP 31/12/2024 RON THE COMPANY 31/12/2024 RON
Amounts in € +5% -5% +5% -5%
Net profit for the year 8.210.765 (8.210.765) - -
Equity 8.210.765 (8.210.765) - -

The Group’s exposure to foreign currency exchange risk varies within the year depending on the volume of transactions in foreign currency. However, the above analysis is considered representative of the Group’s exposure to currency risk.

11.2 Interest Rate Sensitivity Analysis

On 31 December 2025 the Company is exposed to changes in market interest rates through its bank borrowings, its cash and cash equivalents which are subject to variable interest rates. The following table presents the sensitivity of net profit and equity for the closing year to a reasonable change in interest rates of +0,5% or -0,5% (01.01.2024-31.12.2024: +/- 0,5%). These changes are considered to be reasonably possible based on observation of the current market conditions.

THE GROUP 1/1/2025-31/12/2025 1/1/2024-31/12/2024
Amounts in € +0.5% -0.5% +0.5% -0.5%
Net profit for the year 1.010.430 (1.010.430) 900.024 (900.024)
Equity 1.010.430 (1.010.430) 900.024 (900.024)
THE COMPANY 1/1/2025-31/12/2025 1/1/2024-31/12/2024
Amounts in € +0.5% -0.5% +0.5% -0.5%
Net profit for the year 326.622 (326.622) 329.684 (329.684)
Equity 326.622 (326.622) 329.684 (329.684)

11.3 Credit Risk Analysis

The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognized in the items of the statement of financial position, "Other long-term receivables" (note. 5.12), "Trade debtors and other trade receivables" (note. 5.14) "Other receivables" (note. 5.15), "Other current assets" (note. 5.16), "Long-term and short term restricted bank deposits " (note. 5.17), “Other current financial assets” (note 5.18) "Cash and Cash equivalents" (note. 5.19) and investments in Bonds (note. 5.11.2). The Group continuously monitors its receivables either individually or in groups. Depending on availability and reasonable cost, independent third party reports or analysis concerning the clients are being used. Group’s policy is to cooperate only with reliable clients. The vast majority of sales concerns retail sales. The Group’s Management considers that all the above financial assets that have not been impaired at previous reporting dates, are of good credit quality, including those that are due. None of the above financial assets has been ensured with a mortgage or other form of credit insurance. In respect of trade and other receivables, the Group is not exposed to any significant credit risk. To minimize the credit risk of cash and cash equivalents, the Group cooperates only with recognized financial institutions of high credit standing.The exposure of the Group's cash and cash equivalents to credit risk (including the "Other current financial assets", which consist of cash deposits of high liquidity, immediately convertible into cash or cash equivalents without subject to significant risk of changes in value or at a significant cost in case of early termination) in relation to their credit rating is as follows:

THE GROUP 31/12/2025
A (S&P) 1.084.269
AA- (Fitch) , AA2 (Moody's) 1.607.283
A- (Fitch) / A3 (Moody's) / A- (S&P) 142.024.713
BB- (S&P) 1.032.158
BBB- (Fitch) / Baa1 (Moody's) / BBB- (S&P) 210.164.571
BBB- (Fitch) / Baa2 (Moody's) / BB+ (S&P) 476.556
BBB- (Fitch) , Baa1 (Moody's) 949.436
BBB- (S&P) 41.349.884
BBΒ (Fitch) / Α3 (Moody's) / BBB- (S&P) 80.755.114
BBΒ+ (Fitch) / Baa1 (Moody's) 41.762.307
BBB+ (BCRA), A3 (Moody's) 12.256.118
Total 533.462.409

11.4 Liquidity Risk Analysis

The Group manages its liquidity by carefully monitoring its scheduled debt servicing payments for long–term financial liabilities as well as its daily cash–outflows. Liquidity needs are monitored in various time bands, on a daily and weekly basis. The Group ensures that there are sufficient available credit facilities, so that it is able to meet the short-term business needs, after calculating the cash inflows resulting from its operation as well as its cash and cash equivalents it maintains. The capital for the long-term liquidity needs is ensured in addition by a sufficient amount of borrowings and the possibility to sell long-term financial assets.

218 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

Maturity of the financial liabilities of the 31 December 2025 for the Group is analyzed as follows:

31/12/2025 Amounts in € Short Term Long Term
Up to 6-months 6-12 months 1-5 years More than 5 years
Leases liabilities 4.965.881 4.985.644 51.039.854 19.320.890
Trade payables 47.372.863 - - -
Other liabilities 54.017.588 - - -
Total 106.356.333 4.985.644 51.039.854 19.320.890

Maturity of the financial liabilities of the 31 December 2024 for the Group is analyzed as follows:

31/12/2024 Amounts in € Short Term Long Term
Up to 6-months 6-12 months 1-5 years More than 5 years
Leases liabilities 5.055.169 5.050.068 51.821.696 26.645.906
Trade payables 45.324.252 - - -
Other liabilities 51.778.323 - - -
Total 102.157.743 5.050.068 51.821.696 26.645.906

Maturity of the financial liabilities of the 31 December 2025 for the Company is analyzed as follows:

31/12/2025 Amounts in € Short Term Long Term
Up to 6-months 6-12 months 1-5 years More than 5 years
Leases liabilities 4.067.131 3.944.316 41.809.833 11.495.938
Trade payables 46.803.561 - - -
Other liabilities 45.612.241 - - -
Total 96.482.933 3.944.316 41.809.833 11.495.938

Maturity of the financial liabilities of the 31 December 2024 for the Company is analyzed as follows:

31/12/2024 Amounts in € Short Term Long Term
Up to 6-months 6-12 months 1-5 years More than 5 years
Leases liabilities 4.040.058 4.034.958 43.413.290 17.945.775
Trade payables 52.435.903 - - -
Other liabilities 39.335.885 - - -
Total 95.811.847 4.034.958 43.413.290 17.945.775

The above maturity dates reflect the gross undiscounted cash flows, which might differ from the carrying values of the liabilities at the statement of financial position date.

12 Objectives & policies for capital management

The Group’s objectives regarding capital management are:
* To ensure the Group’s ability to continue as a going concern, and
* To ensure an satisfactory return to shareholders by pricing its products and services according to the risk level.

219 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

The Group monitors the capital on the basis of debt to equity ratio. This ratio is calculated by dividing the net debt by total equity. Net debt is calculated as the total of debt and lease liabilities as presented in the statement of financial position minus cash and cash equivalents and other current financial assets. The Company and the Group classify bank deposits with a maturity of more than 3 months as "Other current financial assets". These deposits are of highly liquidity, directly convertible into cash without being subject to a significant risk of changing their value or significant costs in the event of a premature termination before the end of the contract period. For this reason, in the cash flow statement of the Company and of the Group, they are included in a distinct line, as they are considered as immediately available. Total equity comprises all the equity components as presented in the statement of financial position.

This ratio for the financial years 01.01.2025-31.12.2025 and 01.01.2024-31.12.2024 is analyzed as follows:

THE GROUP Amounts in € 31/12/2025 31/12/2024
Total Debt - 122.719
Leases liabilities 66.432.256 75.183.110
Minus: Less: Short-term restricted bank deposits 2.970.452 2.995.273
Minus: Cash & cash equivalents 536.668.758 444.815.962
Net Debt (473.206.954) (372.505.406)
31/12/2025 31/12/2024
Total Equity 1.576.372.006 1.408.143.782
Minus: Subordinated Loans - -
Adjusted Equity 1.576.372.006 1.408.143.782
Debt-to-Equity ratio (30,02%) (26,45%)
THE COMPANY Amounts in € 31/12/2025 31/12/2024
Total Debt - -
Leases liabilities 53.481.957 59.815.580
Minus: Cash & cash equivalents 180.572.205 159.157.382
Net Debt (127.090.248) (99.341.802)
31/12/2025 31/12/2024
Total Equity 881.766.364 779.117.277
Minus: Subordinated Loans - -
Adjusted Equity 881.766.364 779.117.277
Debt-to-Equity ratio (14,41%) (12,75%)

During the current financial year, cash and other current financial assets of the Group were higher than the total borrowings and leases liabilities by the amount of € 473,21 million (2024: 372,51 million) and consequently, the net borrowing ratio was negative. The Group monitors its capital structure and makes adjustments when the financial position and the characteristics of the risks of the existing assets are changing. The Company has met its contractual obligations, including maintaining its capital structure’s rationality.

220 JUMBO GROUP S.A. Annual Report for the financial year 01.01.2025-31.12.2025

13 Post-reporting date events

During the first quarter of 2026, Group sales increased by approximately 7,3% y-o-y. Overall, for the first quarter of 2026, net sales of the Parent Company—excluding intra-group transactions—recorded an increase of approximately 11% y-o-y. For the first quarter of 2026, sales in Cyprus increased by approximately 4% y-o-y, while sales in Bulgaria increased by approximately 11% y-o-y. In Romania, sales decreased by approximately 4% y-o-y.

The Extraordinary General Meeting of shareholders held on 4 February 2026 approved the payment of an extraordinary cash distribution of € 0,50 per share (gross), before withholding dividend tax, amounting to €67.182.780,50. The distribution was made from extraordinary reserves arising from taxed and undistributed profits of financial years 2022 and 2023. The net amount, after the deduction of 5% withholding tax, where applicable, amounted to €0,4750 per share, and payment to beneficiaries commenced on 30 March 2026.

The Board of Directors, by its resolution dated 25 February 2026, approved the distribution of dividends amounting to € 70 million from the 100% subsidiary “JUMBO EC.R. S.R.L.” (Romania), relating to profits of the financial years 01.07.2018–30.06.2019 and the extended financial year 01.07.2019–31.12.2020.

As part of the Group’s strategy to acquire previously leased stores in operation, aiming to enhance operational efficiency and long-term sustainability, the acquisition of the leased store at the Military shopping centre in Bucharest (Romania) was completed, representing the first such transaction for 2026.

In February 2026, the merger by absorption of the subsidiaries Indene Properties Limited, Ingane Properties Limited and Introserve Properties Limited by Jumbo Trading Limited was approved, with no material impact expected on the Group’s financial position or operations.

On 9 April 2026, the merger by absorption of the Company’s 100% (non-listed) subsidiary “HERALD HELLAS SINGLE-MEMBER REAL ESTATE DEVELOPMENT AND SERVICES S.A. 2” was completed. As the Absorbed Company was wholly owned, the merger was carried out without any increase in the Company’s share capital or issuance of new shares and did not result in any change in the shareholder structure. Following the completion of the merger, the Absorbed Company was deregistered from G.E.MI. and ceased to exist as a legal entity, with the Company becoming its universal successor.

The escalation of geopolitical tensions in the Middle East continues to have a significant impact on international energy markets, intensifying upward pressure on oil prices and increasing fuel and transportation costs. Instability in the broader region, combined with heightened geopolitical risk, creates increased volatility in freight and energy prices, directly affecting supply chain costs and product pricing. These developments directly and indirectly affect the Group’s operations, as the operation of stores bearing the Jumbo brand in Israel continues to be adversely impacted. It is noted that wholesale activity through partnerships with independent customers remains complementary in nature and entails limited financial risk for the Group. In response to these challenges, the Group continues to redesign its product offering, maintain adequate inventory levels, optimise logistics and contain costs, while its zero bank debt further enhances its financial resilience.

There are no other subsequent events to the financial statements that affect the Group or the Company, which should be disclosed under IFRS. The current Annual Report of Board of Directors for the financial year 01.01.2025-31.12.2025 has been published on website at www.e-jumbo.gr.

221 JUMBO GROUP S.A.# Annual Report for the financial year 01.01.2025-31.12.2025

Moschato, 27 April 2026

The persons responsible for the Financial Statements

The Chairman of the Board of Directors The Vice-Chairman of the Board of Directors Chief Executive Officer The Head of the Accounting Department
Apostolos -Evangelos Vakakis, father’s name Georgios Dimitrios Kerameus, father’s name Konstantinos Konstantina Demiri, father’s name Konstantinos Panagiotis Xiros, father’s name Stavros
Identity card no ΑΟ1551665/2025 Identity card no ΑΚ096010/2011 Identity card no ΑΚ541502/29.5.2012 Identity card no Α00592362/07.06.2024
Licence No. 0018111 First Class

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JUMBO GROUP S.A.
Annual Report for the financial year 01.01.2025-31.12.2025

V. Website where the Parent, Consolidated and the Financial Statements of subsidiaries are posted.

The annual financial statements of the Company on consolidated and non-consolidated basis, the Auditor’s Report and the Board of Directors’ Annual Report are posted on company’s website www.e-jumbo.gr (http://corporate.e-jumbo.gr/).

The financial statements of consolidated companies are posted on company’s website at www.e-jumbo.gr (http://corporate.e-jumbo.gr/).

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