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Profile Systems & Software S.A. Annual Report 2025

Apr 8, 2026

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PROFILE SA - 21380051TUVZ3KYK5G44 - 2026

Entity Identifiers

  • Legal Entity Identifier (LEI): 21380051TUVZ3KYK5G44
  • Reporting Period: 2025-01-01 to 2025-12-31

PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME

Annual Financial Report 2025

In accordance with the International Financial Reporting Standards (IFRS) and pursuant to Law 3556/2007, as currently in force.

PROFILE SYSTEMS & SOFTWARE SA
General Commercial Registry (GEMI) No.: 122141660000
NEA SMYRNI ΑΤΤΙCA (SYGROU AVENUE 199)

It is hereby certified that the present Annual Financial Statements concerning the period 1/1/2025- 31/12/2025, is the one unanimously approved by the Board of Directors of the société anonyme under the name “PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS S.A.” at its meeting of March 30, 2026 and has been posted on the internet at the legally registered electronic address in the General Commercial Registry (G.E.MI.), www.profilesw.com, where it will remain available to the investing public for a period of at least ten (10) years from the date of its drafting and publication.

(TRANSLATED FROM THE GREEK ORIGINAL)

109

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

CONTENTS

Description Page
STATEMENTS OF REPRESENTATIVES OF THE BOARD OF DIRECTORS 2
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD 1/1/2025- 31/12/2025 3
INDEPENDENT AUDITOR’S REPORT 109
STATEMENT OF FINANCIAL POSITION 118
STATEMENT OF COMPREHENSIVE INCOME 119
STATEMENT OF CHANGES IN EQUITY 120
STATEMENT OF CASH FLOW 122
NOTES TO THE FINANCIAL STATEMENTS 123
1. GENERAL INFORMATION ABOUT THE COMPANY AND THE GROUP 123
2. BASIS OF THE PREPARATION OF THE ANNUAL FINANCIAL STATEMENTS 123
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 126
4. NEW STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS 135
5. FINANCIAL RISK MANAGEMENT 138
6. SEGMENT REPORTING 143
7. OPERATING INCOME/EXPENSE ANALYSIS 146
8. FINANCIAL INCOME/EXPENSE ANALYSIS 147
9. INCOME TAX – DEFERRED TAXES 147
10. EARNINGS PER SHARE 149
11. TANGIBLE FIXED ASSETS 150
12. GOODWILL 151
13. INTANGIBLE ASSETS 152
14. INVESTMENTS IN SUBSIDIARIES 153
15. INVENTORIES 154
16. TRADE AND OTHER COMMERCIAL RECEIVABLES 154
17. PREPAYMENTS AND OTHER RECEIVABLES 156
18. SHORT-TERM INVESTMENT 157
19. CASH AND CASH EQUIVALENTS 157
20. SHARE CAPITAL AND SHARE PREMIUM 158
21. TREASURY SHARES 159
22. RESERVES 159
23. BORROWINGS & OTHER LONG-TERM PAYABLES 159
24. EMPLOYEE BENEFIT OBLIGATIONS DUE TO TERMINATION OF EMPLOYMENT 160
25. STOCK OPTION PLAN 161
26. GOVERNMENT GRANTS 162
27. SUPPLIERS 162
28. OTHER PAYABLES 163
29. RELATED PARTIES TRANSACTIONS 163
30. LEASES 164
31. FAIR VALUE MEASUREMENT 166
32. AUDITORS’ REMUNERATION 167
33. CONTINGENT LIABILITIES 167
AVAILABILITY OF FINANCIAL STATEMENTS ............................................................................................169

1 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

STATEMENTS OF REPRESENTATIVES OF THE BOARD OF DIRECTORS (IN ACCORDANCE WITH ARTICLE 4 § 2 OF LAW 3556/2007)

The statements below, which take place according to article 4 par. 2 of Law 3556/2007, as currently in force (following Article 16 of Law 5164/2024 – Government Gazette A 202/12.12.2024), are made by the representatives of the Company’s Board of Directors, namely the following persons:

  1. Charalambos Stasinopoulos of Panayiotis, Chairman of the Board of Directors. (Executive)
  2. Spyridon Barbatos of Antonios-Ioannis, Vice - President of the Board of Directors. (Non – Executive)
  3. Evangelos Angelides of Ioannis, Μanaging Director. (Executive)

The below undersigned, in our capacity stated above, according to the definitions of law (article 4 par. 2 [c΄] of l. 3556/2007), but also as especially appointed to this end by the Board of Directors of the Societe Anonyme under the name “PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME” and the distinctive title “PROFILE SYSTEMS & SOFTWARE S.A.” (Hereinafter called, for short, the “Company” or “PROFILE”) at its meeting of March 30, 2026, we hereby declare and certify that to the best of our knowledge:

(a) The Annual Financial Statements of the Company for the period 1/1/2025-31/12/2025, both corporate and consolidated, which have been prepared in accordance to the current International Financial Reporting Standards(IFRS),as these have been adopted by the European Union, depict in a true way the assets and liabilities, the net position and the results of the period of the Company, as well as those of the enterprises which are included in the consolidation taken as a whole, in accordance with paragraphs 3 to 5 of article 4 of Law 3556/2007 and the delegated thereby implementing decisions of the Board of Directors of the Capital Market Commission, and

(b) The annual Management Report of the Company’s Board of Directors depicts in a true way the significant events that took place during the closing financial year 2025 (01.01.2025-31.12.2025), their influence on the Annual Financial Statements, including the description of the main risks and uncertainties faced by the Company, the important transactions entered into between the Company and the related parties (as these are defined in IAS 24), as well as the development of activities, performance and financial position of both the Company and the enterprises included in the consolidation, taken as a whole and sundry information required according to the stipulations of paragraphs 6 to 8 of article 4 of l. 3556/2007, as well as the delegated thereby implementing decisions of the Board of Directors of the Capital Market Commission.

Nea Smyrni, March 30 2026
The declarants

Charalambos Stasinopoulos Spyridon Barbatos Evangelos Angelides
ID Σ 577589 ID ΑΕ 077416 ID 1157610

2 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD 1/1/2025-31/12/2025

The present Annual Management Report of the Board of Directors of the Company “PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME”, which follows, (hereinafter called for short “Report” or “Annual Report”) refers to the financial year 2025 (01.01.2025 – 31.12.2025), has been prepared in compliance with the relevant provisions of l. 4548/2018 (GG A’ 104/13.06.2018), and l. 3556/2007 (GG A’ 91/30.04.2007) and particularly its article 4, as well as the delegated thereby implementing decisions of the BoD of the Capital Market Commission.

The Consolidated and Corporate Financial Statements have been prepared for the financial year 2025 in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union.

The present Report contains, in a concise yet clear, substantive, complete and comprehensive manner, all the significant individual sections required under the applicable regulatory framework, and presents in a clear and accurate way all legally necessary information, in order to provide a substantial and well- founded update on the activity during the relevant reporting period of the société anonyme under the name “PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS S.A.” (hereinafter in this Report referred to for the sake of brevity as the “Company” or “PROFILE” or “Parent Company”), as well as of the PROFILE Group, which, in addition to PROFILE, also includes the affiliated companies that are set out in detail below:

In particular, the PROFILE Group includes, in addition to the parent Company (the Issuer), the following affiliated companies:

  • ✓ “GLOBALSOFT DEVELOPMENT AND MARKETING OF SOFTWARE AND COMPUTING SYSTEMS MATERIAL SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company participates with 97.09%;
  • ✓ “PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD”, with registered office in Cyprus, in which the Parent Company participates with 100%;
  • ✓ “COMPUTER INTERNATIONAL FRANCHISE LIMITED LIABILITY COMPANY”, with registered office in Nea Smyrni, Attica, in which the Company participates with 50.18%; In relation to the said Limited Liability Company it is noted that by virtue of notarial deed under number 5055/01.07.2008 of the Athens Notary Public Haricleia Serveta-Phili, it has been dissolved and is currently under liquidation, which has not been yet concluded;
  • ✓ “PROFILE SOFTWARE (UK) LTD”, with registered office in the United Kingdom, in which the above Cypriot subsidiary participates with 100%;
  • ✓ “PROFILE DIGITAL RECORDING, STORAGE AND RELEASE OF MINUTES OF COURT MEETINGS SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company participates with 100%;
  • ✓ “LOGIN S.A.”, with registered office in France, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD participates with 99.92% and PROFILE SOFTWARE (UK) LTD with 0.08%;
  • ✓ “PROFILE TECHNOLOGIES COMMERCIAL AND INDUSTRIAL COMPANY SINGLE MEMBER SOCIETE ANONYME”, with registered office in Thessaloniki, in which the Company participates with 100%;

3 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

  • ✓ “CENTEVO A.B.”, with registered office in Stockholm, Sweden and presence through a branch in Oslo, Norway, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD participates with 100%.

The present Report accompanies the annual financial statements (corporate and consolidated) of the financial year 2025 (01.01.2025-31.12.2025) and, in view of the fact that the Company draws up consolidated and non-consolidated financial statements, it constitutes a single report, with main reference the consolidated financial data of the Company and those of its affiliated enterprises and with reference to individual (non-consolidated) financial data, solely on the points where it has been deemed advisable or necessary for the better understanding of its content.

The present Report is included in its entirety together with the Financial Statements and the other elements and statements required by law in the Annual Financial Report concerning the closing year 2025 (01.01.2025–31.12.2025).

Business Model and Value Creation

Since 1990, PROFILE has been a leading company developing software solutions for the international financial industry, the wider enterprise industry and the public sector. The PROFILE Group of companies has international presence in Europe, Middle East, Asia, Africa and America and consistently invests in technologically advanced solutions both for start-ups and established banking and financial institutions, either through direct cooperation or through a trustworthy network of partners.

The PROFILE Group provides innovative, award-winning and flexible software solutions, based on the international quality standards and aims to provide the best client service. The continuous investment in Research and Development in combination with the constant communication with clients and business partners all around the world, allow to design, develop and deliver software solutions that meet the constantly growing needs of the market.

The Company has a dynamic work environment, which promotes taking initiatives in order to provide a customer-centric approach. The Group’s deliverable solutions are widely recognized by international rating houses, analysts and consultants, while the Group is also awarded and included in international studies of the industry as a distinguished supplier of software solutions.

The Group has been expanded relied on the support, the expertise and the professionalism of its employees, its management and its business partners. Through all the years of operation, the Company has a robust financial position, maintaining its vision and enhancing its international presence, with both new and existing clients, and well-trained personnel.

The Company is recognized as reliable and specialized partner in financial services software and our clients are aware of the continually integrated and scalable solutions which are able to address their continuously developing needs. The Group provides integrated solutions across the areas of Investment Management, Banking, Treasury, Risk & Compliance and Capital Markets, while, particularly in recent year, the Group has established a strong presence in Public sector projects, contributing decisively to major digitalization initiatives within the public administration. During the past years, the sector of Investment Management has changed dramatically in order to address the investors’ (both institutional and private) requirements regarding immediate monitoring with accuracy and transparency.A wide range of operations is covered, such as Wealth Management, 4 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) Fund Management, Custody, Insurance Investment Management, Family Office, Financial Advisors, and Brokerage and other. Specifically, Axia Suite is an award-winning, web-based, omni-channel solution which provides integrated investment managements with full compliance with MiFID II. Axia Suite is designed in cutting - edge technologies and provides the required functionality in order to respond and surpass the market requirements with holistic approach.

Regarding the Banking sector, the Group’s solutions are focused on the new trend which incorporates digital and flexible banks, while the requirements for competitive services in banking and financial sectors are increasing continuously. As a result, financial institutions need flexible solutions in order to provide advanced client-centric services and new products directly and reliably. Finuevo Core is a modern integrated solution from PROFILE which addresses the banking related needs of FinTech start-ups, Universal Banks, Private Banks, Islamic Banks, financial institutions that offer Auto & Leasing services and Peer-to-Peer Lending/Crowdfunding platforms and Alternative Finance institutions.

Furthermore, Finuevo Core Payments delivers an integrated payments solution, through a number of different channels, including the end users, payment schemes and interbank networks in a secure work environment. The solution covers all major payments instruments (credit transfers, direct debits, corporate payments) and can be deployed as stand-alone or as a part of the Finuevo Core Banking platform. Finuevo Digital is an innovative platform for digital banking that offers a modern experience to both professionals and customers of banking institutions across all digital channels. As a Cloud-enabled and Mobile-first system, Finuevo Digital may be implemented in a cloud environment, on proprietary servers or as a SaaS application aiming to provide all the functionality and flexibility to meet the evolving requirements of the market and the modern banker and their customer. By leveraging the latest technology, the digital banking platform can easily streamline processes and automate all the relevant functions net

Το Acumen is a cloud-native fully integrated Front-to-Back office and accounting platform supports all financial transactions, such as cash management, forex operations, collateral deals, securities, interest, currency and asset swaps, equities, futures and FRA, Over The Counter (OTC) and listed options, credit linked instruments, commodities and Islamic deals. Moreover, every financial institution needs a holistic approach to manage the Risk & Compliance issues, while supporting the goals that have been set by the management and the governance. PROFILE, combining tested software, services and functionalities, delivers a wide range of solutions for market and credit risk management, as also for GRC, ALM and fund management. RiskAvert is a reliable and cloud-enabled solution for the measurement, management and regulatory reporting of Credit, Operational and Market risk delivered through an integrated modular environment. It simultaneously supports all supervisory approaches of risk calculation, allowing the bank to smoothly evolve from a standardized approach towards the IRB approach.

Regarding the Capital Markets sector, during the past years, it has changed rapidly and there is increased pressure in order to provide investors with faster and more reliable services. Modern tools are able to achieve higher effectiveness and lower costs for remote access and on-the-go transactions, while ensuring compliance with the market requirements. 5 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) PROFILE's Registry is a highly efficient and widely adopted solution for the comprehensive management and monitoring of shareholder registries in multi-shareholder companies. It offers a user-friendly interface, high-speed data processing, and a complete set of tools, enabling effective implementation and adaptability to the specific requirements of each organization. Furthermore, Profile Vote is an innovative digital voting system designed to fully meet the advanced requirements of modern corporations.

Profile Group also undertakes significant projects in the Public Sector, having made a substantial contribution to its digital transformation. In particular, and indicatively, the Group is successfully delivering a number of major projects, including the RES Integrated Information System (RES IIS) for the Ministry of Energy, Web Services for the Information Society S.A., the e-School platform for the Ministry of Education, the digitization of asylum files for the Ministry of Migration, the digitization of Mortgage Registry offices for the Hellenic Cadastre, the digitization of archives for the Ministry of Justice, the digitization of patient records for the Ministry of Health, the digitization of EOPPEP for the Ministry of Education, the expansion of the Individual Accounts Information System (OPSAL-EP) of the Auxiliary Funded Pension Insurance Fund (TEKA), the digitization of urban planning archives for municipalities, and the transcription of court proceedings for the Ministry of Justice. At the same time, the Company monitors continuously the projects announced by the various organizations and bodies of the public sector in order to participate in projects of interest, either through a company of the PROFILE Group or as a member of an Association of Companies.

In addition, PROFILE Group solutions are developed in cloud technologies in accordance with international security standards. PROFILE is ISO certified. Its solutions utilize artificial intelligence (AI) tools to fully meet the evolving needs of the market. In addition, Profile Technologies S.A. will focus on developing new features primarily related to financial software, with cutting-edge technologies, adopting the latest developments in artificial intelligence (AI), machine learning (ML), robotic process automation (RPA) and blockchain, and will also invest in Augmented Reality (AR) for investment management and banking. It will also undertake part of the PROFILE Group’s development work carried out to date in Europe (Athens- Paris- Stockholm- Oslo- London- Dubai- Nicosia) as well as in Asia (India), thus allowing the other parts of the Company to focus on further specialization and project implementation. Thessaloniki is developing into one of the cities in Greece that bring out technology companies by attracting and offering unique development opportunities for new developers. Profile Technologies S.A. has attracted experienced and talented professionals from Northern Greece, computer scientists in the fields of research, as well as graduates of the universities of the region, thus enhancing the professional development of the local community.

PROFILE Group also provides a range of services to its customers to fully meet their needs, from the beginning of a project to their training, in order to make full use of the available solutions and products. Implementation services cover: Project Planning and Implementation, Setup and Adaptation Services, Consulting services and Education. Furthermore, PROFILE provides reliable professional services for the effective implementation of each of its projects, with a range of services even after implementation for its international clientele such as Customer Support, Technical Support and Consulting Services. PROFILE's Customer Support department 6 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) is designed to facilitate the prompt processing of requests for optimal and immediate resolution of any issues that arise. Support offers a common point of contact and monitoring for the customer.

PROFILE Group also has a significant international presence through its subsidiaries abroad. More specifically, through the subsidiary Cypriot company Profile Systems & Software (Cyprus) LTD the Group has a presence in the Cypriot market as well as in the Middle East (Dubai) and Africa promoting and supporting the Group's products and solutions in these markets. Also, through Profile Software (UK) LTD, based in the United Kingdom, the Group has a presence in the UK market as well as in the wider region of Western Europe. In France, Login S.A., which was incorporated into the PROFILE Group in 2017, has developed and net evolved the Αcumen product and taking advantage of the Group's technological infrastructure and net commercial channels worldwide promotes and combines the solution of Αcumen with the other product solutions of the PROFILE Group. Since March 2021, with the acquisition of Centevo AB, the Group has established a presence with two units in the wider region, namely in Sweden and Norway.

More detailed information regarding the position of the Company and the Group, important events, discrimination of implementations of new projects and the completion and promotion of new solutions of the Group are presented in sections A, B and C of the Management Report of the Board of Directors of the Company.

PROFILE Group is managed in accordance and with full compliance with the principles and applicable corporate governance legislation, as is at any given time, having created internal structures and incorporating into the operation of the Manuals, Codes, Policies, Procedures, and Regulations and in general mechanisms, aimed at enhancing transparency, responsible operation and decision-making in a collective manner, in all areas aimed at the Sustainable Development of Companies and the safeguarding of the interests of Shareholders and all its Stakeholders.The Companies of the Group comply with and apply the applicable legislation in each country where they operate. Furthermore, the Parent Company complies with and applies, inter alia, the legislation of the Capital Market and the Regulation of the Athens Stock Exchange, as they apply today. The governance framework of the Group and its subsidiaries is founded on Group Policies and Standardized/Uniform Procedures, which set out the operational guidelines as defined by the Board of Directors. These Policies ensure the Group’s compliance with the applicable legal and regulatory framework, facilitate the integration of best practices into its operations, and are further specified at the implementation level through the corresponding Standard Procedures. They encompass all critical areas of the companies’ operations and development, including Governance and Compliance, Risk Management, Operations, Human Resources, Personal Data Protection, Infrastructure Management, and Physical Security. At the same time, the Group has established its core Values and Principles - namely Customer Satisfaction, Ethics and Integrity, Teamwork, Knowledge/Continuous Improvement/Innovation, Entrepreneurship, and Documentation and Evaluation - as the fundamental pillars that define what is important, prioritized, appropriate, accurate, and desirable for the Group. The thematic Sections of the present Report and their content, are, in particular, as follows: 7 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

SECTION A’ Development, performance and position of the Company and the Group – Financial and non-key performance indicators

This Section includes a presentation of the development, performance, activities and position of all the enterprises included in the consolidation, which is concise yet intelligible, clear and comprehensible. This presentation is made in such a way as to provide a balanced, succinct and comprehensive analysis of the above categories of matters, corresponding to the size and complexity of the activities of these enterprises. Furthermore, at the end of the relevant presentation, certain indicators (both financial and non-financial) are also set out, which the Company’s Management considers useful for a more complete understanding of the above issues.

1. Financial Data

In 2025, as in 2024, the year was characterized by significant volatility in both the domestic and international economic environment. Ongoing international disruptions and the prevailing climate of instability and uncertainty that had already emerged in previous financial years - arising from the military conflicts in Ukraine and the Gaza Strip (until their de-escalation following the ceasefire in October 2025), as well as the continuing energy crisis - contributed, on the one hand, to the persistence of elevated and intense inflationary pressures, particularly during the first half of the financial year under review, and, on the other hand, to the maintenance (despite gradual easing) of increased interest rates by Central Banks, thereby affecting financing costs.

The PROFILE Group, within this highly volatile and unstable economic in 2025 managed to effectively meet the challenges, strengthening its market shares in the sectors in which it operates, significantly increasing its turnover by 18.49%, enhancing its assets and capital adequacy, and improving its liquidity position. A significant role in this was played by the Group’s continuous activity in international markets in the financial sector (an area in which the Group has consistently invested over the past years), combined with the undertaking, implementation and completion of major Public Sector projects. Furthermore, it is noteworthy that the Group succeeded in completing complex projects even within an unstable and uncertain environment.

In parallel, with a strong sense of responsibility, the Group continues to systematically and closely monitor developments in the global and Greek economy and to take all necessary measures to ensure the uninterrupted continuation of its business activity, both within and outside Greece. Through the continuous and systematic effort to further increase the productivity of both its human and financial capital, the Group aims at maintaining the stability of its financial indicators and further improving its positive operating results, at both the Company and, above all, the Group level as a whole.

8 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

2. Evolution and performance of the Group

The evolution of the Group’s main consolidated financial figures over the last three years is presented below:

GROUP Amounts in € 31/12/2025 31/12/2024 31/12/2023 2025-2024 2024-2023
Total Assets 87,725,275 67,612,074 55,794,568 29.75% 21.18%
Total Equity 40,158,667 36,286,627 31,885,451 10.67% 13.80%
Revenue 47,507,820 40,093,945 30,098,419 18.49% 33.21%
Gross Profit 19,750,405 17,723,970 14,577,765 11.43% 21.58%
Profit before tax 8,220,370 7,253,263 5,134,563 13.33% 41.26%
Profit after tax 6,352,075 5,588,700 3,852,262 13.66% 45.08%
EBITDA 13,121,487 10,343,890 7,326,757 26.85% 41.18%

Revenues, EBITDA

In the financial year 2025, the Group maintained its strategic focus on the development, promotion, and distribution of proprietary products. The Gross Profit Margin amounted to 41.57%, a fact that reflects its strong momentum while at the same time rewarding Management’s strategic direction toward the development and production of new, reliable products with an emphasis on innovation and cutting-edge technology. Revenues amounted to €47,507 thousand compared to €40,093 thousand in the corresponding period of 2024, marking an increase of 18.49%. This growth is the result of the Group’s outward-looking policy, the implementation of major projects in the field of financial solutions, as well as its involvement in public sector projects, despite the prevailing uncertainty in the macroeconomic environment due to the stabilization of inflation at high levels and the maintenance of interest rates at relatively elevated levels. The Group’s EBITDA/Turnover ratio amounted to 27.6%, while Profit After Tax increased to €6,352 thousand from €5,588 thousand in the previous financial year.

9 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

3. Financial and non-core performance indicators of the Group and the Company

Below are a number of indicators, financial and non-financial, relating to the core performance, position and financial position of the Group and the Company.

GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Asset Capitalization 25.72% 32.20% 31.92% 43.05%
Equity/ Fixed Assets 1.78 1.67 1.27 1.16
Days Sales Outstanding-DSO 95 126 76 119
Total Liabilities / Total Equity & Liabilities 54.22% 46.33% 59.60% 50.14%
Equity / Total Equity & Liabilities 45.78% 53.67% 40.40% 49.86%
Loans / Equity 39.77% 26.41% 53.44% 33.64%
Current Assets / Short-Term Liabilities 1.70 1.74 1.38 1.34
Return on Assets 7.24% 8.27% 7.35% 5.93%
Return on Equity 15.82% 15.40% 18.19% 11.89%
Gross Profit Margin 41.57% 44.21% 33.99% 33.50%
Net Profit Margin 13.37% 13.94% 14.61% 11.26%

(*) revenues are calculated on a rolling annual basis

10 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

4. Alternative indicators for performance measurement (APMs)

An Alternative Performance Measure (APM), according to the definition of the European Securities and Markets Authority (ESMA), is a financial measure of historical or future financial performance, financial position or cash flows, which, however, is not defined or provided for under the applicable financial reporting framework. Although not included in IFRS, APMs should be assessed on a supplementary basis and always in conjunction with the results arising from IFRS, with the aim of providing a better understanding of the Group’s operating results and financial position, in order to facilitate decision-making by the users of the financial statements.

The Group during the closing financial period and its comparative, has not made adjustments to funds of the statements of comprehensive income, statements of financial position or statements of cash flows and has not implemented extraordinary actions or non-recurring revenues or expenses that have a significant effect on the formation of the said indicators.

In the context of the Alternative Performance Measure Indicators (APM) the Group sets out the indicator “Earnings before Interest, Taxes, Depreciation and Amortization – EBITDA”. EBITDA is numerically defined as profit before tax plus/minus financial and investment results plus total depreciation and amortization. Investment results include gains (or losses) from the revaluation of fixed assets, impairment of goodwill and intangible assets, as well as gains (or losses) from subsidiaries held for sale. Furthermore, EBITDA excludes one-off and non-recurring charges that are not included in the Company’s ordinary activities, such as provisions for compensation arising from legal claims, as well as other extraordinary provisions.These adjustments are made in order for the indicator to be comparable and consistent over time, in compliance with, and in accordance with, the guidelines applied in relation to Alternative Performance Measures (APMs).

GROUP COMPANY
Amounts in € 1/1/2025 - 31/12/2025 1/1/2024 - 31/12/2024 1/1/2025 - 31/12/2025
Operating results (Earnings before taxes, financial & investment results) (Α) 9,542,865 7,865,462 5,087,643
Total Depreciation (Β) 3,578,622 2,478,428 964,312
EBITDA (Α) + (Β) = (C) 13,121,487 10,343,890 6,051,955
Revenue (D) 47,507,820 40,093,945 34,323,287
(%) EBITDA Margin (C) / (D) 28% 26% 18%

11 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

Furthermore, if non-recurring and non-cash charges are not taken into account, the results are as follows:

GROUP COMPANY
Amounts in € 1/1/2025 - 31/12/2025 1/1/2024 - 31/12/2024 1/1/2025 - 31/12/2025
EBITDA (C) 13,121,487 10,343,890 6,051,955
Plus: Stock Option Accounting (Ε) 5,504 89,624 5,504
Plus: Goodwill Impairment of Subsidiary (F) - - -
Provision under IFRS 9 (G) 97,530 358,243 41,776
Adjusted EBITDA (C) + (Ε) + (F) +(G) = (H) 13,224,521 10,791,757 6,099,235
(less) Total Depreciation (I) (3,578,622) (2,478,428) (964,312)
Plus: Depreciation from valuation of Centevo’s intangible assets (J) 317,632 306,281 -
(plus/ less) Financial Total (K) (1,322,495) (612,199) 1,050,558
Adjusted Profit Before Taxes (H) + (I) + (J) + (K) = (L) 8,641,036 8,007,410 6,185,481
(less) Income tax (M) (1,868,295) (1,664,563) (1,124,260)
Adjusted Profit After Taxes (L) + (M) = (N) 6,772,741 6,342,847 5,061,221

SECTION B’ Significant events arising the financial year 2025

The significant events that occurred during the period 01.01.2025-31.12.2025 at Group and Company level, as well as their possible impact on the Annual Financial Statements, are summarized as follows:

1. Share capital increase of the subsidiary company under the corporate name “PROFILE TECHNOLOGIES SINGLE-MEMBER SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL INFORMATICS COMPANY”

Pursuant to the resolution of the Extraordinary General Meeting of the shareholders of the subsidiary company dated 31 March 2025, the share capital was increased by the amount of €1,036,642 through the issuance of 1,036,642 new ordinary registered shares, each with a nominal value of one euro (€ 1.00) and an issue price of one euro (€1.00) per share. As a result, the total share capital of the said subsidiary company - into which the Group systematically invests, as it constitutes the Group’s principal research and development centre for new technologies - amounts to €3,180,677 and is divided into 3,180,677 ordinary registered shares, each with a nominal value of one euro (€1.00).

The share capital increase was carried out in order to cover the Company’s private participation, following the provisional approval of its participation in the programme “Development of Digital Products and Services”, under Action 16706 “Digital Transformation of Small and Medium-sized 12 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) Enterprises” of the National Recovery and Resilience Plan “Greece 2.0”, implemented by Information Society S.A.

2. Annual Ordinary General Meeting of the Company's shareholders

On May 29, 2025, the Annual Ordinary General Meeting of the Company’s shareholders was held at the Company’s registered offices (199 Syngrou Avenue). Shareholders representing 15,849,412 common, registered shares, corresponding to an equal number of voting rights, i.e. a quorum of 64.96% of the total 24,400,231 shares and voting rights of the Company, were present either in person or by proxy. (The 345,703 treasury shares held by the Company on the record date were not included in the calculation).

The Annual Ordinary General Meeting of the Company’s shareholders adopted the following resolutions on the items of the agenda:

1st Item
The Annual General Meeting unanimously approved the Annual Financial Statements (both corporate and consolidated) for the financial year 2024 (01.01.2024-31.12.2024), as well as the Annual Financial Report for the said year. The report was prepared in accordance with the requirements of the applicable regulatory framework and published on the Company’s official website address (http://www.profilesw.com), which is legally registered on G.E.MI.. It was also submitted to the website of the regulated market on which the Company’s shares are traded (http://www.athexgroup.gr), as well as to the Hellenic Capital Market Commission.

2nd Item
It unanimously approved the Annual Management Report of the Board of Directors, which is fully included in the Minutes of the Company’s Board of Directors dated March 26th, 2025, as well as the Report dated 26.03.2025 of the Independent Certified Public Accountant, Mr. Konstantinos Makris (SOEL Reg. No. 26771), regarding the Annual Financial Statements pertaining to the financial year 2024.

3rd Item
In accordance with the provisions of Article 44, paragraph 1, case (i) of Law 4449/2017, as in force following its amendment by Article 74, paragraph 4 of Law 4706/2020, the Annual Report on the Activities of the Audit Committee for the financial year 2024 (01.01.2024-31.12.2024) was submitted to the body of shareholders and read out, with the purpose of providing full, adequate and thorough information to the shareholders regarding the work of the Committee during said financial year.

4th Item
It unanimously approved the appropriation (distribution) of the results of the financial year ended 31.12.2024 and, in particular, approved the distribution (payment) to the Company’s shareholders of a dividend totaling €1,600,000.00 (gross amount), i.e. €0.064657 per share (gross amount), from which a 5% withholding tax is deducted, and therefore the total net dividend payable amounts to €0.061424 per share. Beneficiaries of the said dividend were determined to be the Company’s shareholders registered in the records of the Dematerialized Securities System (DSS) on Wednesday, July 2nd, 2025 (record date). The ex-dividend date for the financial year 2024 dividend was set for Tuesday, July 1st, 2025, in accordance with Article 5.2 of the Athens Stock Exchange Regulation. Payment of the dividend commenced on Tuesday, July 8th, 2025 and was effected through the credit institution under the corporate name “NATIONAL BANK OF GREECE S.A.”, in accordance with the procedure prescribed by the applicable Athens Exchange Regulation.

13 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

At the same time, the General Meeting resolved to grant the Board of Directors the necessary authorizations for the proper and timely implementation and execution of the decision regarding the distribution (payment) of the dividend. Finally, the General Meeting resolved to approve the payment/granting of remuneration out of the profits of the financial year 2024 to the executive and non-executive members of the Board of Directors of the Company, who, through their intensive, systematic and continuous activity, contributed substantially and decisively to enhancing the Group’s extroversion, promoting the Company’s business purposes and plans, achieving broader recognition, as well as significantly strengthening the turnover and profitability of both the Company and the Group.

5th Item
It unanimously approved, further to a roll-call vote of the shareholders, the overall management conducted during the financial year ended 31.12.2024, as well as the discharge of the Company’s Statutory Auditors from any liability for compensation with respect to their actions and the overall management of the financial year 2024 (01.01.2024–31.12.2024), as well as for the Annual Financial Statements of the said year.

6th Item
It unanimously approved, following the relevant recommendation/proposal of the Audit Committee, the election of the audit firm registered in the Public Register under Article 14 of Law 4449/2017, under the corporate name “FORVIS MAZARS CERTIFIED PUBLIC ACCOUNTANTS BUSINESS ADVISORS”, for the performance of the statutory audit of the annual and interim Financial Statements (corporate and consolidated) for the current financial year 2025 (01.01.2025–31.12.2025). It is noted that the above audit firm will also undertake the issuance of the annual tax certificate and the tax compliance report of the Company for the financial year 2025, pursuant to Article 65A of Law 4174/2013. At the same time, by the same unanimous decision, the General Meeting authorized the Board of Directors to enter into a definitive agreement with the above audit firm, regarding the amount of its remuneration for the assigned audit of the current financial year and the issuance of the tax certificate, as well as to notify the elected audit firm in writing within five (5) days from the date of its election.

7th Item
It approved by majority the remuneration, salaries, compensations and other benefits in general that were paid, in accordance with the applicable Remuneration Policy, to the members of the Board of Directors for the services they rendered to the Company during the financial year ended 31.12.2024 (01.01.2024 - 31.12.2024).

8th Item
It approved by majority the Remuneration Report for the financial year 2024 (01.01.2024– 31.12.2024), which was prepared in accordance with the provisions of Article 112 of Law 4548/2018, provides a comprehensive overview of all remuneration paid to the members of the Board of Directors (executive and non-executive), and explains the manner in which the Company’s Remuneration Policy was implemented in the immediately preceding financial year.It was also noted to the General Meeting that the Company’s Remuneration and Nominations Committee confirmed that the above Report was drafted in full compliance with the provisions of Article 112 of Law 4548/2018 and verified the accuracy, completeness and clarity of its content with regard to remuneration, salaries, compensations and benefits paid during the financial year 2024.

9th Item

It approved, by majority, the remuneration, salaries, compensation and other benefits in general to be paid to the members of the Board of Directors during the current financial year 2025 14 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) (01.01.2025 – 31.12.2025), which are aligned with and in compliance with the provisions of the Company’s current Remuneration Policy. By the same majority decision, it also granted the relevant authorization for the advance payment of such remuneration to the aforementioned persons for the period until the next Annual General Meeting, in accordance with the provisions of article 109 of Law 4548/2018, as in force.

10th Item

It unanimously approved the granting of authorization, pursuant to the provisions of Article 98 par. 1 of Law 4548/2018 as in force, to the members of the Board of Directors and the Company’s Directors to participate in the Boards of Directors or in the management of other companies of the Group (existing and/or future) that pursue similar, related or associated purposes, and to carry out acts falling within the Company’s purposes.

11th Item

It was decided by majority to grant the Board of Directors the authorization to increase the Company’s share capital, in accordance with the provisions and the authority granted under article 24 of Law 4548/2018, in whole or in part and subject to the quantitative limitations provided in the said regulatory framework, for the purpose of a potential necessary strengthening of the Company’s capital structure and organization, in particular both within the context of any future participation in investment and/or subsidized programs, and within the context of implementing stock option plans for the Company’s executives and personnel, for the next five (5) years.

12th Item

In accordance with the provisions of Article 9 par. 5 of Law 4706/2020, the Report dated 08.04.2025 of the Independent Non-Executive Members of the Company’s Board of Directors for the financial year 2024 (01.01.2024–31.12.2024) was submitted to the body of shareholders and read out.

3. Sale of Treasury Shares

Following the resolution of the Company’s Board of Directors dated 26.05.2025 regarding the suspension of the share buy-back programme as approved by the Annual Ordinary General Meeting of the Company’s shareholders held on 31.05.2024, the Company proceeded with the sale, through a private placement, of 350,000 treasury shares, corresponding to 1.4143% of its paid-up share capital, at a sale price of €5.80 per share, resulting in total proceeds of €2,030,000. The treasury shares had been acquired pursuant to the resolution of the General Meeting of Shareholders dated 31.05.2024. The transaction contributed to an improvement in the Company’s shareholder base by increasing the dispersion of its shares among high-quality institutional portfolios, in line with the Company’s strategic objective of enhancing free float quality and overall share liquidity.

4. Disclosure of Acquisition Agreement

Further to Company’s announcement dated 1 October 2025 regarding the progress of negotiations for the acquisition of a majority stake in the share capital and voting rights of the public limited company under the corporate name “ALGOSYSTEMS TECHNICAL COMMERCIAL COMPANY OF INFORMATION, TECHNOLOGY, AUTOMATION AND METROLOGY S.A.” with the distinctive title “ALGOSYSTEMS S.A.”, having its registered office in Kallithea, Attica, at 206 Syngrou Avenue (hereinafter referred to as “ALGOSYSTEMS”), the Company, following the finalization of the general and specific terms and conditions for the acquisition of a participation of at least 87.23% of the paid-up share capital and voting rights of ALGOSYSTEMS, proceeded on 21 November 2025 with the execution of a Sale and Purchase Agreement for ordinary registered unlisted shares (hereinafter the “Agreement”) with the majority shareholders of ALGOSYSTEMS.

15 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

The total amount of Company’s investment (including the acquisition consideration, which will be paid in cash) is expected to range between €3 and €4 million. The final and exact amount will be determined, on the one hand, following the fulfilment of the conditions precedent and other terms of the Agreement, and, on the other hand, following the review and finalization of certain liabilities of ALGOSYSTEMS. Based on the data currently available, the Company’s Management estimates that completion of the transaction will take place within January 2026. The Company estimates that the completion of the above acquisition will contribute positively and substantially to the Group’s portfolio of essential Cybersecurity and ICT support services offered to financial institutions, enterprises and public sector entities, and, consequently, to the Group’s financial position and results. At this stage, however, it is not possible to quantify the impact of these effects. Based on the data currently available, the Company’s Management expects that the implementation of the above transaction, subject to the aforementioned conditions, will proceed smoothly and be completed in the near term.

5. Replacement of a Member of the Board of Directors and Reconstitution of the Board

The Board of Directors of the Company, at its meeting held on 26.11.2025, and following a relevant recommendation of the Company’s Nomination and Evaluation Committee, in accordance with the provisions of Article 82 of Law 4548/2018, Article 22 of the Company’s Articles of Association, the applicable Suitability Policy, and the best corporate governance practices implemented by the Company, unanimously resolved to elect Ms. Evanthia Giannakouri, daughter of Konstantinos, as a temporary non-executive member of the Board of Directors, replacing the departing non-executive member Ms. Pascale Valerie Herzog, daughter of Paul Rober Pierre. The election of the above temporary non-executive member of the Board of Directors will be announced at the next General Meeting of the Company’s shareholders, in accordance with the provisions of the law and the Company’s Articles of Association.

It is further noted that no changes occur in the composition of the Company’s Committees (Nomination and Evaluation Committee and Audit Committee), as the departing non-executive member did not participate in any of them. Following the above, the Board of Directors was reconstituted for the remainder of its term of office, i.e. until 24 June 2026, as follows:

No. Name Role
1 Charalambos Stasinopoulos of Panayiotis Chairman of the Board of Directors (Executive Member)
2 Spyridon Barbatos of Antonios–Ioannis Vice Chairman of the Board of Directors (Non-Executive Member)
3 Evangelos Angelides of Ioannis Chief Executive Officer (Executive Member)
4 Aristeides Iliopoulos of Spyridon Member of the Board of Directors (Non-Executive Member)
5 Evanthia Giannakouri of Konstantinos Member of the Board of Directors (Non-Executive Member)
6 Georgios Sfyris of Dimitrios Independent Non-Executive Member
7 Theodoros Krintas of Nikolaos Independent Non-Executive Member

6. Completion of the Share Option Plan

Following the exercise of 78,000 options out of a total of 78,452 options under the Share Option Plan, at an exercise price of €0.85 per option, the total amount of €66,300.00 was paid by the beneficiaries 16 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) into a bank account held in the name of the Company. Consequently, and further to the relevant authorisation granted by the Annual Ordinary General Meeting of Shareholders held on 31.05.2024, the Company’s Board of Directors resolved to increase the Company’s share capital by the amount of €17,940.00 through the issuance of 78,000 new ordinary registered shares. The relevant resolution was published with the General Commercial Registry (GEMI) on 11.12.2025, pursuant to the announcement issued by the Directorate of Companies of the Ministry of Development under protocol number 3896120/11.12.2025. Subsequently, the Board of Directors proceeded with all further actions required for the admission of the above new shares to trading on the Athens Exchange. It is noted that, following the exercise of the above rights, the Share Option Plan was completed in its entirety.

7. Completing and launching new solutions

Profile Group introduced a new, innovative AI-driven solution designed to ensure compliance with the new European Regulation on Digital Operational Resilience for the Financial Sector (DORA). The solution has been developed to support banks and financial institutions in meeting the requirements of the new regulatory framework and aims to enhance the security and resilience of their information systems against digital disruptions. The solution leverages advanced Artificial Intelligence algorithms to analyze existing contractual arrangements of organizations, identify deviations, and provide targeted recommendations for the necessary amendments, thereby ensuring full compliance with the new regulatory requirements.

Furthermore, Profile Group presented the Digital Investment Hub (DI.hub), a solution for comprehensive Digital Banking and Investment services. This advanced functional module enables the integration of banking and investment operations into a unified digital platform, offering both retail and corporate clients a seamless, secure, and highly efficient digital experience.The solution is designed for easy integration into existing digital banking services and can be connected to any investment system of a financial institution. It is fully compatible with Profile’s Axia Suite, making it an ideal choice for organizations seeking to enhance wealth and investment management capabilities without requiring a redesign of their existing infrastructure.

Profile Group also announced a significant upgrade to its Axia solution for Investment and Wealth Management, incorporating Artificial Intelligence and automation to achieve greater efficiency, transparency, and personalization. The new version introduces AI-powered tools supporting operational tasks and decision-making, including the Next Best Action Engine, Meeting Preparation Assistant, and Text-to-Info Chat, while the Enhanced Client 360° feature consolidates KPIs and insights into a unified dashboard. At the same time, the user interface has been upgraded to Angular 18 with a mobile-first approach and optimized workflows. Additional enhancements include pension and retirement planning functionalities, IPO participation with access to private equity and digital assets, improved fee transparency, and advanced analytics for performance, risk, and IFRS reporting.

Additionally, Profile has upgraded its AI.Adaptive solution with Agentic AI capabilities, enabling autonomous workflow orchestration within a bank-grade infrastructure. The solution offers modular functionalities such as Document Intelligence, Compliance Checker, and Text-to-Action, supporting both regulatory and operational automation. This direction underpins a compliance-grade “digital employees” model, with a strong emphasis on governance, security, and scalable automation.

17 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

Finally, Profile announced a new version of Axia Suite featuring Next-Generation Wealth Management capabilities tailored for Retail and Mass Affluent clients, extending its existing coverage of Private and Institutional Wealth Management. This evolution leverages AI.Adaptive to deliver more personalized investment journeys and advisory tools, supporting investment selection and portfolio construction processes for both Relationship Managers within large organizations and end investors, across both physical and digital channels.

8. Significant Implementations

Norse Forvaltning AS, one of the leading investment management companies in Norway and a member of the Norse Group, selected the Centevo Suite solution of Profile Centevo, a subsidiary of the Profile Group, to strengthen its fund management services. The integrated Centevo Suite solution significantly contributes to investment management, the analysis of tax reporting, and provides digital client services for automatic onboarding and online fund trading for Norse Forvaltning AS.

Valletta Credit Finance Corporation, a leading payment card issuer in Malta, implemented the Finuevo Core solution to automate the processes of bank transfer payments and manage back-office operations, integrating new technological capabilities. This solution enables Valletta Credit Finance Corporation to expand the range of services offered to its clients, providing payment and transfer capabilities.

Furthermore, Kommuninvest, one of the leading financial institutions in Sweden, has chosen Profile’s pioneering banking solution, Finuevo Core, with the aim of modernizing and upgrading its operations. The new solution streamlines the Organization’s lending and payment processes, ensuring regulatory compliance and enabling seamless integration with Kommuninvest’s existing systems.

In addition, the Profile Group implemented the flagship Axia Suite solution at GK Capital, a subsidiary of the GraceKennedy Group in the Caribbean, for the management and automation of Investment Management operations. The implementation of the solution was primarily driven by the digital transformation of all multi-asset investment functions and services. The solution covered the key operational areas of portfolio management, business operations, compliance, risk management, and client relationship management.

Access Bank UK Ltd, the UK subsidiary of Access Bank Plc—one of the leading financial institutions in Africa - selected Profile’s Axia Suite for its Private Banking operations, with the objective of enhancing operational efficiency and customer experience. The solution supports end-to-end workflows, enhanced onboarding through a client portal, advanced portfolio modelling and rebalancing capabilities, as well as order management functionalities including bulking and trade allocation, while leveraging the Digital Investment Hub and straight-through processing through to settlement.

CrediaBank, a rapidly growing banking institution in Greece, successfully completed the go-live of a major upgrade to Profile’s RiskAvert solution, strengthening its risk and regulatory management framework. The implementation ensures compliance with the new Basel IV capital adequacy requirements under the CRR III framework and covers critical risk categories and reporting requirements, improving automation and reporting capabilities.

OPAP, the leading gaming group in Greece and Cyprus and a constituent of the FTSE/ATHEX Large Cap index, currently operating under the Allwyn brand, selected Profile’s RegiStar solution to upgrade its shareholder services management. The platform supports shareholder registry updates and monitoring, 18 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 19 corporate actions, regulatory compliance, and reporting, featuring automated transaction recording, alerts, and secure data access, thereby enhancing transparency and operational efficiency.

Furthermore, Profile, in collaboration with EY Greece, delivered to the Ministry of Environment and Energy the RELIS system, a unified digital platform for the licensing of renewable energy (RES), high- efficiency cogeneration (CHP), and energy storage projects. The system enables electronic submission and tracking of applications, digital opinions and decisions, as well as interoperability with public sector information systems, reducing bureaucracy and enhancing transparency and processing speed.

9. Significant International Distinctions

The Profile Group received significant distinctions during the financial year 2025 from analysts and major industry bodies, concerning the specialization of its products and their functionality. The most important awards during the financial year 2025 include:

  • 2025 Gartner® Market Guide for Core Banking Systems in Europe report
  • 2025 Gartner® Market Guide for Core Banking Systems in MEA report
  • Magic Quadrant Retail Core Banking Systems Europe
  • IBS Market Reports (Core Banking, Digital Banking, Wealth Management and Private Banking, Treasury and Capital Markets, Risk Management)
  • IBSi Sales League Table (SLT) 2025 | Investment & Fund Management
  • WealthTech100 report | Most Innovative Companies 2025
  • AI & Data Awards 2025 | Best Generative AI Solution
  • AI & Data Awards 2025 | Best Natural Language Processing Solution
  • Celent Retail Digital Banking Platforms - EMEA Edition - Noteworthy Solution
  • Celent Retail Digital Banking Platforms - Latin America Edition - Noteworthy Solution
  • Banking Tech Awards 2025 | Finalist στην κατηγορία Best Digital Solution Provider – Banking Tech
  • Banking Tech Awards 2025 | Finalist στην κατηγορία Best Digital Solution Provider – WealthTech
  • BITE Awards 2025 | Best Project/Initiative by Public Organisation for the implementation of the myTEKA digital application
  • FF Awards | Finalist στην κατηγορία Wealth Management
  • MEA Finance Awards 2025 | Best Digital Banking Innovation Provider
  • Global FinTech Innovation Awards 2025 | Best-in-Class Wealth & Private Banking Platform

More information on the Group's international distinctions is available on the Company's website: https://www.profilesw.com/el/news.php

10. Event Organization and Participation

The Profile Group participated in major financial industry events, promoting digital transformation through innovative solutions, both domestically and internationally. Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 20

Specifically, the Group participated as a Sponsor in the “12th Banking Forum & FinTech EXPO 2025” held in Nicosia, Cyprus. At the conference, hosted under the theme “Beyond Banking: The Evolution of Finance,” the Profile Group presented its full portfolio of Banking and Investment Management software solutions, including its new pioneering artificial intelligence solution, AI.Adaptive, along with the recent introduction of the innovative Document Intelligence solution, which transforms document processing for organizations worldwide.

Subsequently, the Group participated as a Sponsor at the 8th InsurTech Conference 2025, held on January 29th in Athens. During the conference, a Group executive took part in the panel discussion “Shaping the Future of Insurance: Smart Products, Sustainability, and Strategic Partnerships,” presenting on the topic “From Claims to Customer Service: AI Transformation in Insurance.” The presentation successfully showcased to the audience the ways in which Artificial Intelligence (AI) is revolutionizing the insurance sector, highlighting cutting-edge AI-driven innovations and applications.

In addition, Profile Centevo, a subsidiary of the Profile Group, participated as a sponsor in “Fondmarknadsdagen 2025,” held on January 30th in Stockholm, Sweden. This annual event brings together investment industry executives and renowned speakers, offering the opportunity for exchange of views and networking with executives from banks, as well as fund, pension, and capital market firms.

The Group then participated in the “15th Top Level Meeting” held on February 11th at a central hotel in Athens.This event constitutes the annual institutional meeting of political leadership, government and institutional officials directly responsible for the planning, tendering, implementation and productive operation of ICT projects, under the theme: “Digital Projects of the RRF: From Assignment to Productive Operation.” Group executives exchanged views with key government and institutional representatives on a series of parameters affecting ICT project implementation.

Furthermore, the Group participated in “Fondsdagen 2025,” held on March 27th in Oslo, Norway, a traditional annual conference at which the company presented the upgraded solutions of the Centevo Suite, covering a wide range of Asset Management, Fund Management, Portfolio Management, Pension Funds and Family Offices needs, enabling businesses to grow efficiently in a structured and automated manner.

Subsequently, Profile Centevo took part in “Baltic FinTech Days 2025,” held on April 2-3 in Vilnius, Lithuania. The event examined the rise of cognitive finance through AI-based wealth management. Company executives had the opportunity to gain insights into new trends and exchange views on the future of the sector with executives from the local and international markets.

The Profile Group was a key supporter of the “10th Delphi Economic Forum,” held in Delphi between April 9th and 12th. During the conference, Group executives actively participated in high-level discussions, sharing insights on recent developments and emerging trends within the banking industry, while also engaging in discussions with government representatives on the ways digital transformation is reshaping the landscape of the Greek public sector.

In addition, the Group participated in “TSAM London,” held on April 13th in London, United Kingdom. This event is the focal point of Wealth Management, representing the largest gathering of industry executives from across the UK. Profile Group executives were updated on trends and developments in the sector, while also having the opportunity to converse and exchange views with international industry executives.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 21

Profile Centevo also participated in “Di Bank 2025,” held on May 6–7 in Stockholm, Sweden. This premier industry event was held for the 16th consecutive year and brought together decision-makers from across the banking sector. Company executives presented Group’s rich portfolio of solutions, which cover a wide range of financial institution needs and can be adapted even to their most complex and demanding requirements.

Moreover, Profile Centevo executives attended the “Nordic FinTech Summit 2025,” held on May 15th in Helsinki, Finland, where they had the opportunity to interact with executives from leading financial institutions, fintech companies and regulatory authorities, to discuss the most pressing topics and share practical experiences in the rapidly evolving financial sector.

Furthermore, the Group participated in the “Athens AI Summit 2025,” held on June 5th in Athens. The conference, entitled “Artificial Intelligence: The Next Day of ICT,” brought together representatives from the public and private sectors, academia and research centers. Profile Group executives had the opportunity to exchange views with prominent industry leaders regarding the adoption and application of AI technologies in Greece and internationally.

Subsequently, the Group participated in the “3rd Private Wealth Management Conference 2025,” held on June 5th in Athens under the auspices of the Hellenic CFA Society. Group executives exchanged views with the financial and investment community, aiming at a holistic approach to issues in combination with the factors shaping investor decisions.

In addition, the Group participated in the “9th Payments 360° Conference 2025,” held on June 11th at the Athens Concert Hall. This event is the central meeting point of the digital payments community. Profile Group executives were informed about the latest developments reshaping the landscape of real-time transactions in a new era of flexibility and cybersecurity.

The first half of the year concluded with sponsorship of the “Wealth Transformation Summit,” held in London, United Kingdom. A Profile Group executive participated in the panel titled “Gen AI in Action: Integrating for Efficiency and Insight in Wealth Management,” presenting the ways in which GenAI is revolutionizing the Wealth Management sector, exploring innovations using artificial intelligence that are fully transforming the landscape of banking and wealth management. The executive also joined a roundtable discussion titled “From Challenger Banks to Super Apps - Who is Leading Digital Banking?” sharing views on how digital innovation is reshaping Wealth Management and the strategic role banks are called upon to play in order to meet evolving customer expectations.

Profile Software participated as a principal sponsor at the HAT Summit 2025 in Athens, a benchmark event for the Treasury and CFO community. The conference highlighted the transformation of treasury into a strategic pillar for liquidity management, risk management, and resilience, with a focus on best practices and technological applications that enhance automation and decision-making.

Furthermore, Profile Group participated as a Key Sponsor at the Middle East Banking Innovation Summit (MEBIS) 2025 in Dubai. The event brought together senior banking executives from the wider region and serves as a reference point for developments reshaping the banking sector. The agenda

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 22

focused on themes such as embedded finance, real-time payments, Artificial Intelligence, open banking, data analytics, and digital security, with particular emphasis on customer experience and operational efficiency.

Profile also maintained a strategic presence at Sibos 2025 in Frankfurt, a leading global forum for the banking and fintech community. Group executives held targeted meetings with existing and prospective clients, as well as partners, showcasing banking and investment solutions and contributing to discussions on Agentic AI in banking, with emphasis on secure adoption, governance, and operational efficiency. In addition, during a fireside chat, key prerequisites for leveraging Agentic AI in high-demand environments were presented, focusing on agent-ready architecture, auditability, and responsible deployment in critical banking workflows.

At the Risk Management and Compliance Conference organized by Boussias Events - an annual benchmark for the greek banking community - the increasing complexity of risks and the evolving regulatory landscape were highlighted. The agenda addressed key regulatory frameworks such as DORA, MiCA, NIS2, and Basel IV, as well as the role of technology in enhancing resilience and supervisory effectiveness.

In addition, Profile participated as a Gold Sponsor at Finance Malta 2025, a leading financial services event in Malta. Group executives conducted targeted meetings with existing and prospective clients, as well as advisory firms, presenting the company’s fintech portfolio across Core and Digital Banking, Payments and Embedded Finance, Wealth Management, Treasury, and Risk Management - with particular emphasis on Basel IV - as well as Agentic AI. The event’s agenda focused on developments in asset and fund management, embedded finance, and the adoption of Agentic AI, highlighting practical approaches to operational efficiency and scalability.

Moreover, Profile Group participated in the ATHEX Mid Cap Conference 2025, the institutional forum organized by the Athens Exchange for listed companies and institutional investors. During the event, Profile executives held meetings with investors and provided updates on the Group’s performance and strategic priorities, within a framework that enhances visibility and engagement with the investment community.

Profile also participated as a Gold Sponsor at the 15 th e-Government Forum in Athens, a key event for the digital transformation of the public sector. The conference focused on the role of Artificial Intelligence in digital governance and its contribution to efficiency, transparency, and improved citizen services. As part of the event, Apostolos Kritikopoulos, Group CTO of Profile, participated in the panel discussion titled “AI, Technological Trends and Innovation in e-Government”.

The Nordic Banking Forum 2025 in Helsinki served as a reference point for the transition from risk management to resilient growth in an environment of increased volatility and cyber threats. The event brought together banking executives from the Nordic and Baltic regions, focusing on resilience strategies, risk management, and adaptation to evolving conditions.

Finally, Profile Software participated as a Gold Sponsor at the Digital Economy Forum 2025: From Vision to Impact, for the fifth consecutive year- one of the leading events for the digital economy in Greece, held under the auspices of SEPE. The agenda focused on practical applications of Artificial Intelligence, the role of Greece as a digital hub in Southeast Europe, and the acceleration of digital transformation

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 23

across both the public and private sectors. During the conference, Apostolos Kritikopoulos, Group CTO of Profile, presented the AI.Adaptive platform, highlighting how Agentic AI can be integrated into critical core banking, investment, and regulatory compliance processes, enhancing efficiency and innovation in digital services.

11# Corporate Social Responsibility (CSR) Actions

The Profile Group, with continuous and selfless social contribution, actively supported, within the framework of its Corporate Social Responsibility (CSR) program, The Smile of the Child, through two (2) monetary donations, strengthening the valuable work of the Organization for the protection and well-being of children in Greece. The donations were made with the aim of covering operational needs and ensuring the continuation of child support programs.

Moreover, within the Group’s strategy for social contribution and sustainable development, supported initiatives that promote education, employability, and equal access to opportunities in the technology sector. In particular, Profile actively participated in its collaboration with the Coding Factory of the Athens University of Economics and Business, contributing to bridging education with technological advancement and supporting the professional development of emerging talent in the fintech sector.

Furthermore, through its collaboration with Women in Tech® Greece, the Group actively supported diversity and inclusion by promoting targeted employment opportunities and fostering greater participation of women in technology roles.

12. Significant Announcements

Profile Group completed two strategic acquisitions in January 2026, further strengthening its footprint and expanding the scope of its capabilities. In particular, the Group finalized the acquisition of an 87.23% majority stake in Algosystems S.A., enhancing its portfolio of cybersecurity services and ICT support for financial institutions, enterprises, and public sector organizations.

In addition, the Group completed the acquisition of 100% of Contemi (UK), reinforcing its presence in the United Kingdom and enhancing its wealth management capabilities through specialized expertise and a modular end-to-end platform covering critical functions ranging from onboarding and compliance to analytics, trading, and digital client experience.

SECTION C΄ Anticipated course and evolution of the Group for the financial year 2026

For the year 2026, the PROFILE Group’s strategy aims to further strengthen extroversion and continue growth in new markets as well as enhanced participation in domestic IT projects, mainly of the wider public and private sector. The Group systematically strengthens its presence and activities in foreign markets, in order to fully cover and serve the needs of the banking and investment sector, in which it has significant expertise, either through existing products - solutions of the Group, or through acquisitions in markets where the Group had no presence till now or can provide software solutions that could be combined with the existing ones.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 24

In addition, it substantially strengthens the staffing and structures of the departments of the Group's companies that monitor the tenders for public IT projects, coordinate and implement the proposals for participation in tenders and subsequently implement the realization of the projects undertaken by the Group.

However, it should not be overlooked that in view of the Group's highly export-concentrated orientation, the prospects, results and course of both the Group and the Company are directly related to the situation and conditions prevailing in the global economy and market (e.g. inflation and bank interest rates as well as the development of international relations, etc.).

With regard to the Greek economy, which over the past decade has experienced the more severe crisis in its post-war history, has managed to recover and enter a medium-term growth trajectory. The upgrade of Greece's debt, combined with the early repayment part of its loan obligations, the issuance of low-interest bonds, the improvement of bank financing conditions, the recovery of confidence in the banking system, the enhancement of the country’s creditworthiness as well as the recovery of the investment grade, certify the substantial progress made.

According to the data to date, particularly in light of the pronounced instability in the global geopolitical, economic and energy environment - driven by international tensions and fragile balances between states - the stabilization of inflation at elevated levels, which remains disproportionately burdensome for the average consumer, are holding back global economic growth for the year 2026.

The above composes a special environmental mix which is currently difficult to assess, and which in any case creates a growing insecurity as to drawing definitive conclusions about developments during the financial year 2026. In any case, the Management monitors the developments and adjusts the Group's strategy accordingly.

The Group’s priorities for the current year include further improving its position in the markets of the United Kingdom, France, Cyprus, Middle Eastern countries, Singapore and Scandinavia as well as infiltrating new markets, mainly through:

(a) further enhancing the Group’s activity abroad, as long as it maintains and consolidates its presence with offices, subsidiaries and other representative collaborations in Greece, France, Cyprus, the United Kingdom, the United Arab Emirates, Singapore and Scandinavia;
(b) hiring of new, specialized personnel;
(c) development and presentation of new operations and innovative products in domestic and foreign market;
(d) further rationalization of costs, which is already being implemented through restructuring of the corporate operations and its individual directorates, in order to achieve optimal utilization of the possibilities provided within the IT industry at global level;
(e) targeted approach of new projects and particularly complex information technology projects both in the domestic public and private sector and in similar projects abroad.

The flexibility of the internal structure and organization that has already been created by the Group over the past years, allows it to adapt more quickly and efficiently to the market conditions that are formed each time, in order to effectively use, if presented, substantial growth opportunities and hedge the recessionary external environment which occurs due to the factors mentioned above.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 25

In addition, the investments in previous years aimed at maintaining the competitive advantage and the further development of the Group's operations in sectors with high added value, are expected to continue to have a beneficial effect on profit margins, both on Group figures and the current financial year.

The Group and in particular the Company's Management are expected to maintain a developmental stance regarding the presentation of the new solutions developed and based on cutting-edge technologies. In particular, they are oriented towards the creation of innovative technologies and integrated quality solutions, with the aim of improving and constantly expanding the range of products produced, with emphasis on their competitiveness, combined with the constant and systematic monitoring of market trends and needs, using modern production and development methods in accordance with international standards.

The Group systematically enhances its presence and its activities in global markets, aiming to provide integrated solutions and address the needs of the international banking and investment sectors, in which it specializes. Additionally, the Company invests in office activities in countries abroad efficiently. This includes strengthening the Group's activities both in the Asian region and in the neighboring geographical areas, increasing the number of specialized staff in the Dubai office for greater penetration into the wider region through local service and collaborations, while in general the strategy pursued aims to consolidate the presence of the Company and the Group in these markets of high interest and dynamics and to promote its specialized products in new markets. It is particularly important that these efforts are recognized by the international media by awarding business excellence awards, in connection with the development of new solutions.

SECTION D΄ Main risks and uncertainties

The Company and the Group operate, as is known, in a highly competitive and particularly demanding international environment, which is changing swiftly and rapidly. During the last years, the Company and the Group, systematically and with a specific development plan, try to strengthen their extroversion with steady and safe steps, not unilaterally, but in the geographical areas that are of strategic interest, with emphasis on cutting-edge technologies and continuous technological upgrade of the products and solutions they provide, while at the same time developing new activities and promoting their entry into new markets, in order to further strengthen their competitiveness.

At the same time, they monitor the developments also in the domestic market. The Company’s specialized know-how, its many years of experience and presence in the field, its organization and the intense activity of all its executives, its wide renown in combination with the study, development and marketing of new products, but also the continuous improvement and upgrading of the existing ones, with emphasis on the quality and the ability of immediate satisfaction of demand but also of the changing needs of the final customers, as well as the creation of strong infrastructures and the infiltration of new markets, help the Company and the Group remain competitive, despite the inherent challenges faced by the industry, challenges which were particularly intensified during the financial crisis.# Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 26

The Group’s controlled financial exposure, together with and its significant qualitative and product diversification relative to the existing competition, combined with the continuous development and upgrade of its products, as well as the Group’s expansion of the Group into new, more geographically diversified markets, constitute the main assets to mitigate the adverse effects of the ongoing energy crisis resulting arising from the prevailing liquidity climate of uncertainty in the international environment, also due to geopolitical and financial instability (inflationary pressures, interest rate increases, etc.).

In any case, the Management of the Group closely and systematically monitors and evaluates the evolution of the above phenomena and their impact on the Group’s financial results in general, given that their development cannot be predicted with certainty and no safe conclusion can be drawn. Therefore, depending on the intensity and duration of these phenomena, there is a possibility that part of the Group’s broad customer base may be led to suspending and/or postponing investment projects and deferring modernization programs.

The usual financial and other risks to which the Group is exposed, and may also face during the financial year 2026, are as follows:

1. Risk of reduction in demand due to the general recession

Although this specific risk is limited due to the special software categories developed and marketed by the Group, nevertheless, to avoid the reduction in demand due to the greater financial situation prevailing in the Greek market but also due to the global recessionary environment stemming from high inflation, and geopolitical and energy crisis, the Group develops a large and wide range of products in different categories, addressing the international market in order to offset possible losses in specific market segments.

The development and evolution of software products is based on uninterrupted everyday monitoring and research of the market and new technologies, so that on entering new markets it may balance possible losses. However, in view of the negative developments and consequences arising also from the prevailing geopolitical instability due to the armed conflicts which have particularly adverse effects on the global supply chain, financial stability and economic activity, and have led to soaring prices of energy, raw materials, transportation and consumer goods in general, this risk is currently considered to be real and quite significant.

For this reason, special emphasis is placed on the further strengthening of the Company’s extroversion and on the expansion of the Group’s international presence, as the geographical diversification of the Group’s activities constitutes a substantial counterbalancing factor against the emerging recessionary environment, while at the same time representing a core strategic pillar for the further growth of its financial performance.

2. Risk of increased competition from new entrant companies

This specific risk is always existent and calculable in the field within which the Group operates, particularly when considering the fact that the barriers to entry are not so strong in this sector, since the majority of the technical terms used for the implementation and completion of information systems and the customization of software products are widely spread, a fact which allows foreign companies to penetrate the market with relative ease, exploiting in particular the comparative advantages they possess, mainly at the level of size.

The rapid advancement of cloud, artificial intelligence and automation technologies also facilitates the emergence and entry of new companies into the market, resulting in a more competitive and demanding operating environment.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 27

The Company, having now established its strong outward-looking orientation, addresses this specific risk with emphasis on the design and development of high-quality, modular products, on the systematic and targeted improvement, on the upgrading and adaptability of the products it already markets, on the creation of lasting and trust-based relationships with its client base, and on the further expansion of its activities abroad.

This specific risk remains constant over time and in this sense is addressed by the Management of the Company and the Group, always placing particular emphasis on the field of its qualitative and product differentiation, always taking into account the existing competition and in general on the provision to customers of high-level products and services, with emphasis on innovation, also exploiting new technological capabilities (artificial intelligence, machine learning, etc.), while at the same time, through the systematic strengthening of extroversion, it upgrades its role and presence in the international market, a fact which makes it more resilient in dealing with this specific risk.

In addition, the constant increase in the global market size partially abates the effects of competition, so that the activity that takes place outside Greece, which constitutes a strategic orientation for the Company in recent years, compensates for the inevitable losses in the Greek market.

3. Risk of technological developments

Technological advancements, which are rapidly accelerating in the modern era, significantly impact the competitiveness of companies operating within the broader information technology sector. In particular, the risks associated with the accelerating development and widespread adoption of Artificial Intelligence are assessed as elevated, given that the continuous changes in the sector require ongoing adaptation to evolving market conditions and requirements.

Specifically, companies active in this sector must remain constantly informed of potential variations and developments in existing technology, particularly in today’s environment, where artificial intelligence (AI) has made a particularly strong impact, gaining an ever-increasing market share, while at the same time raising a multitude of regulatory and substantive challenges.

In any case, the Company monitors technological developments in general and in particular those in the field of artificial intelligence, leveraging the opportunities it offers and making the necessary investments to ensure a consistently high technological level. Based on the above, and in order to reduce the risk of technological developments as much as possible while at the same time taking advantage of the opportunities presented, particularly through AI tools, the Group:

  • ✓ develops products on highly efficient and internationally recognized platforms,
  • ✓ proceeds with continuous education, training and upskilling of its personnel in technological matters, in cooperation with internationally recognized organizations specialized in high-tech sectors,
  • ✓ offers innovative applications tailored to the complex needs and demands of the market,
  • ✓ cooperates with the most specialized consultants in order to stay ahead of developments and fully exploit emerging opportunities,
  • ✓ receives continuous updates on new applications of existing technologies as well as artificial intelligence, using modern technological achievements in the best possible way.

For the above reasons, this specific risk is assessed as real but, in any case, fully manageable at the present time.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 28

4. Credit Risk

The Management of the Company and the Group, on the basis of its internal operating principles, ensures that the sale of goods and services takes place to customers of high creditworthiness and capacity. Due to the expansion of the Company’s and the Group’s activities abroad, this risk is currently considered to be present with regard to customers originating from other countries, including different geographic regions and continents (in particular from countries in Africa, Asia, and South America), for whom it is not always easy to effectively assess their creditworthiness, solvency, and reliability.

For this reason, the Company and the Group continuously develop and evolve internal operating mechanisms (with regard to the processes of negotiations, contracts, and project management), in order to more effectively address this specific risk. Within this framework and the evaluation methods available to the Group, it has not faced, to date, any significant doubtful debts for which adequate provisions have not been formed.

Therefore, this risk, although present given the broader negative and uncertain economic climate, is assessed at the time of preparation of this report as controlled and manageable. However, should there be a deterioration in the prevailing conditions of economic activity development in the coming months, this risk may affect the results of the Company and the Group in general. An analysis of trade receivables is presented in Note 16 of the financial statements.

5. Liquidity Risk

Management places particular importance on handling this specific risk, on monitoring through monthly and quarterly forecasting, on the continuous monitoring of cash flows (inflows and outflows), and on the ongoing evaluation and reassessment of the strategy associated with its effective management. Within the above framework and on the basis of the existing data, this risk is assessed by the Company’s Management, as fully controllable and manageable.

The deterioration, however, of the economic conditions of the global market and the reversal of the forecasts for the expected economic growth, in combination with the prevailing conditions of uncertainty and insecurity at a global economic and geopolitical, may affect, albeit in a controlled manner, the liquidity of the Company and the Group.In notes 23,27 and 28 of the financial statements, a table is presented with the Group’s loans and other liabilities.

6. Exchange rate risk

The Group operates at an international level and is therefore exposed to foreign exchange risk arising mainly from the US dollar and the British pound. This risk arises primarily from commercial transactions in foreign currency, as well as from net investments in foreign economic entities. The Company’s Management continuously monitors the foreign exchange risks that may arise and evaluates the potential need to take relevant measures; however, at the present time, the uncertainty prevailing in the global financial environment and the fluctuation of exchange rates render this risk existent and capable of affecting the Group’s results and performance during the second half of the current financial year.

7. Interest rate Risk

Interest rate risk remains present for the Group, though at a substantially reduced level compared to previous periods and is therefore currently regarded as manageable, given that the Group has limited and, in any case, controlled exposure to bank borrowing. It is the Group’s policy to maintain the level of total borrowing at a variable interest rate and to intervene correctively whenever required, while at the Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 29 same time avoiding, to the extent permitted by overall business activity, exposure to further borrowing. Moreover, developments in international markets indicate a trend towards interest rate stabilization and gradual decline, which is expected to lead to lower financing costs. In any case, the Group’s limited exposure to loan capital constitutes the essential hedge against interest rate risk. It is noted, however, that the Group’s cash and cash equivalents more than cover the entirety of bank borrowing.

8. Risks from climate change

The term “climate change” refers to the alteration of the global climate resulting from human activities and caused primarily by the increase in the concentration of greenhouse gases in the atmosphere. The Company, recognizing both the risks associated with the phenomenon of climate change, as well as its obligations, imposed both by environmental consciousness and by the new regulatory framework, especially at the level of the European Union, which gives the highest priority to the protection of the environment (a direction also reflected in Law 5164/2024, which transposed Directive (EU) 2022/2464 into Greek law), In relation to the need for continuous improvement of its environmental performance, it follows a path of sustainable development and carries out its activities in a way that ensures the protection of the environment. To address the risks arising from climate change, the Company promotes and implements a policy focused on the following pillars:

  • ✓ drafting of an emergency plan for the management and response to extreme natural phenomena at the Group’s facilities,
  • ✓ assessment of the environmental impacts of the Company’s activities, recording and evaluation of potential risks, adoption of necessary preventive measures, and carrying out regular inspections to confirm implementation and assess the effectiveness of the measures,
  • ✓ replacement of energy-intensive equipment with new equipment of lower energy requirements,
  • ✓ continuous monitoring of energy consumption and adoption of measures for its further reduction,
  • ✓ raising awareness- and informing the Company’s employees on energy-saving matters,
  • ✓ continuous training and awareness of staff in each area of activity, adapted to the duties and needs of each employee, in order to promote an environmentally responsible culture,
  • ✓ motivating the Company’s partners on environmental protection issues and strengthening their environmental awareness.

9. Risks arising from the current developments in Ukraine

Given that the Group has no presence in Russia and Ukraine through a subsidiary company, there does not appear to be any direct risk either at the level of production operations or to the safety of the Group’s employees. In addition, there does not appear to be any direct impact on the Group’s turnover, given that there are no significant projects under implementation in the aforementioned countries. Nevertheless, the strong outward orientation of the Group, the adverse effects of the ongoing geopolitical conflicts on global economic activity, the continued increases in raw material and energy prices, supply chain disruptions, and persistent inflationary pressures (which remain at elevated levels with no immediate signs of easing), Group’s management monitors on a continuous and systematic basis Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 30 the rapidly changing developments, in order to ensure the uninterrupted operation of both the Company and the Group.

10. Risks from the energy crisis

The persistence of the energy crisis (which particularly affects the countries of Southern Europe) may lead to a further increase in the Group’s operating expenses and reduce demand for the Group’s products and services, depending on the duration and intensity of the phenomenon. Fluctuations in prices in international markets, together with ongoing geopolitical instability and uncertainty, continue to exert pressure on the operating costs of businesses. In any case, the Management of the Group closely and on a daily basis monitors developments, while also assessing and taking the measures deemed appropriate, with the objective of optimising energy efficiency.

11. Risk concerning the security of personal data

Commercial entities in general, and in particular those operating with a broad client base by providing products and services to large organizations, face risks concerning the security of their systems and infrastructures, which risks may affect the integrity and security of any form of information they manage, such as personal data of customers, partners or employees and confidential corporate information. Consequently, this risk is always characterized as existent. The Group collects, stores and uses data in the ordinary course of its business and protects it in accordance with data protection legislation. To mitigate the related risks, the Group develops and continuously evolves all necessary policies and procedures, always in connection with and in application of the applicable legislative and regulatory framework, supervises their implementation, designs new security systems and infrastructures, and evaluates their effectiveness and compliance with the regulatory framework for the protection of personal data.

12. Risk of Legal & Regulatory Compliance

The Company, in view also of the strong outward orientation that it systematically promotes and has developed in order to offset reduced demand in the domestic market, it operates in countries with diverse legal and regulatory frameworks, which are subject to frequent changes. As a natural result of this activity, the Company is exposed to the risk of non-compliance with the applicable legal and regulatory framework at the business, labor, social, and product level. In the event of a breach of the applicable regulations, the competent authorities may impose administrative fines or sanctions, as well as revoke or refuse to renew licenses and approvals. In order to avoid risks and penalties from the non-compliance or deficient compliance with the laws and regulations in force at any given time, the Company’s Management, in cooperation with the head of the Regulatory Compliance Unit, ensures the timely and regular briefing of the responsible persons/executives regarding the obligations arising from the implementation of the legislation and the importance of their faithful and timely observance. Furthermore, the regulatory compliance officer carries out relevant checks to ascertain the fulfillment of the related obligations. Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 31

13. Macroeconomic Environment

The Company’s activity is as expected, affected by the fluctuations of macroeconomic factors both of the domestic and the international market, which may significantly impact the Company’s financial results. In particular, global developments such as the increase of tariffs, imposed charges and duties on imported products and the consequent rise in prices, all types of monetary and fiscal policies, as well as, in general, any kind of macroeconomic factor (such as inflation, GDP, etc.) in the international environment may exert macroeconomic pressures on all parties transacting with the Company, thereby indirectly affecting its results. In any case, the Company’s Management systematically and closely monitors this risk in order to be in position to take the necessary measures to address the crises that may arise from time to time.

SECTION Ε΄ Significant transactions with related parties

The Company and the Group purchase products and services and provide services, in the ordinary course of business, to companies that are related parties. During the reporting period, transactions with related parties, within the meaning of IAS 24, were carried out under normal market conditions. In particular, this Section includes:

(a) the transactions between the Company and its related parties which materially affected the financial position or performance of the Company during the fiscal year 2025 (01.01.2025–31.12.2025), and

(b) any changes in transactions between the Company and its related parties as described in the latest Annual Report, which could have a material impact on the financial position or performance of the Company during the fiscal year 2025 (01.01.2025–31.12.2025).The Group's transactions with the related parties are listed below: The balances of receivables and liabilities of the Company with related parties at the end of the fiscal year 2025 are analyzed as follows:

Intercompany transactions

Amounts in € 1/1/2025 - 31/12/2025 (Sales) 1/1/2024 - 31/12/2024 (Sales) 1/1/2025 - 31/12/2025 (Purchases) 1/1/2024 - 31/12/2024 (Purchases)
GLOBAL SOFT S.A 129,873 126,723 136,580 118,000
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD 828,019 1,029,361 140,410 -
PROFILE SOFTWARE (UK) Ltd 1,177,522 1,683,344 - -
PROFILE DIGITAL SERVICES S.A. 11,040 11,040 - -
PROFILE TECHNOLOGIES SINGLE MEMBER S.A 241,736 212,667 1,324,968 664,364
LOGIN S.A. 422,128 376,180 22,743 57,213
CENTEVO AB 594,843 693,244 - -
Total 3,405,161 4,132,559 1,624,701 839,577

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 32

The balance of the bond loan of the Parent company to its 100% subsidiary under the name “PROFILE TECHNOLOGIES MON. AEBEP” amounted on 31/12/2025 to €5,800,000 (31/12/2024: €6,400,000). By the minutes of 29/04/2025 of the Board of Directors of the Société Anonyme under the name “PROFILE TECHNOLOGIES SINGLE-MEMBER SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL INFORMATION TECHNOLOGY COMPANY,” the full payment of the share capital increase of €1,036,642 was certified, as decided by the Extraordinary General Meeting of 31/03/2025. The share capital increase was carried out in order to cover the Company’s private participation, following the provisional approval of its inclusion in the Program “Development of Digital Products and Services”, Action 16706 “Digital Transformation of Small and Medium-Sized Enterprises” of the National Recovery and Resilience Plan Greece 2.0, managed by Information Society S.A. The Parent Company, as the sole shareholder of the subsidiary “PROFILE TECHNOLOGIES SINGLE-MEMBER SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL INFORMATION TECHNOLOGY COMPANY,” participated and paid the corresponding consideration for the share capital increase of the subsidiary.

Transactions with related natural persons, as defined by International Accounting Standard (IAS) 24, for the year 2025 are as follows:

For the year 2025: Group Company
Remuneration of Directors and members of Management 3,171,102 2,820,455

It is further noted that:
* There are no transactions with other related parties of the Company within the meaning of International Accounting Standard (IAS) 24, other than those referred to above.
* No loans or credit facilities of any kind have been granted to members of the Board of Directors or to other senior executives of the Company and their families.
* The amounts referred to in the above Table relate to fees for the personal services/work provided to the Company, attendance fees, and transactions of the members of the Company’s Management and senior executives, as well as any stock option rights during the current period.
* During the final year of implementation of the Share Option Plan granted to selected executives of the Company and its affiliated companies, which was established pursuant to the resolution of the Board of Directors dated 16 January 2020, following the authorization granted by the First Adjourned Annual Ordinary General Meeting of Shareholders held on 25 May 2018, and as in force following its amendment by the resolution of the Board of Directors dated 25 October 2022,

Intercompany balances

Amounts in € 31/12/2025 (Receivables) 31/12/2024 (Receivables) 31/12/2025 (Payables) 31/12/2024 (Payables)
GLOBAL SOFT S.A 22,766 18,049 315,680 146,320
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD 983,927 253,544 140,410 42,792
COMPUTER INTERNATIONAL FRANCHISE LLC 172,519 172,519 - -
PROFILE SOFTWARE (UK) Ltd 633,572 1,071,560 183 183
PROFILE DIGITAL SERVICES S.A. - - 480,400 403,600
PROFILE TECHNOLOGIES SINGLE MEMBER S.A 527,895 336,151 1,580,911 2,440
LOGIN S.A. 111,969 99,453 15,588 20,000
CENTEVO AB 246,041 693,244 - -
Total 2,698,689 2,644,520 2,533,172 615,335

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 33

specifically during the period from 1 November 2025 to 30 November 2025, a total of 78,000 share purchase options were exercised by the beneficiaries. The issue price of the shares delivered to the beneficiaries following the exercise of the options granted to them amounted to EUR 0.85 per share. For the sake of completeness, it is noted that, following the exercise of the above options, the Share Option Plan was completed in its entirety.
* These transactions do not contain any exceptional or individualized feature that would necessitate further analysis by related party.
* Apart from the aforementioned remuneration, there are no other transactions between the Company and senior executives and members of the Board of Directors.
* There is no transaction carried out outside and beyond the usual market terms.
* There is no transaction whose value exceeds 10% of the value of the Company’s assets, as presented in its latest published financial statements.
* There is no transaction that is assessed as significant, pursuant to Circular No. 45/2011 of the Hellenic Capital Market Commission.

SECTION F΄ Explanatory Report of the Board of Directors

The present Explanatory Report of the Board of Directors contains additional detailed information according to paragraphs 7 and 8 of article 4 of l. 3556/2007, as currently in force following l. 5164/2024, constituting a single and integrated part of the present Report of the Board of Directors.

Share Capital – Equity Shares

1. Structure of the Company's share capital

The Company is listed on the regulated market of the Athens Exchange and its shares are traded in their entirety on its Main Market. The Company’s shares are intangible, common, registered with voting rights, freely tradable and transferable. The most recent changes in the Company’s share capital are as follows:

  • Pursuant to the decision of the Company’s Board of Directors dated 06.12.2023, and in the context of the annual implementation of the Share Allocation Program to selected executives of the Company and its affiliated companies, as approved by the 1st Repeat Annual General Meeting of shareholders held on 25 May 2018, the share capital was increased by the amount of forty-seven thousand nine hundred eighty-nine euros and seventy-three cents (€47,989.73), through the issuance of two hundred eight thousand six hundred fifty-one (208,651) new common registered shares, each with a nominal value of twenty-three eurocents (€0.23) and an issue price of eighty-five eurocents (€0.85) per share. The difference between the issue price of the new shares and their nominal value, amounting to €129,363.62, was credited to a special reserve account “Share premium”.

  • Pursuant to the decision of the Company’s Board of Directors dated 04.12.2024 and within the framework of the annual implementation of the Share Allocation Program to selected executives of the Company and its affiliated companies, as approved by the 1st Reiterative Annual Ordinary General Meeting of shareholders of 25 May 2018, the share capital was increased by the amount of thirty-six thousand six hundred eighty-two euros and twenty-four cents (€36,682.24) through the issuance of one hundred fifty-nine thousand four hundred eighty-eight (159,488) new common registered shares with a

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 34

nominal value of twenty-three euro cents (€0.23) each and a disposal price of eighty-five euro cents (€0.85) per share, with the difference between the disposal price of the aforementioned new shares and their nominal value, amounting to €98,822.56, being credited to a special reserve account “Share premium”.

  • Pursuant to the resolution of the Company’s Board of Directors dated 01.12.2025, and within the framework of the annual implementation of the Share Allocation Program as approved by 1st Reiterative Annual Ordinary General Meeting of shareholders of 25 May 2018, for selected executives of the Company and its affiliated companies, the Company’s share capital was increased by the amount of seventeen thousand nine hundred forty euros (€17,940.00) through the issuance of seventy-eight thousand (78,000) new common registered shares with a nominal value of twenty-three euro cents (€0.23) each and a disposal price of eighty-five euro cents (€0.85) per share, with the difference between the disposal price of the aforementioned new shares and their nominal value, amounting to €48,360.00, being credited to a special reserve account “Share premium”.

As a result, the Company’s share capital currently amounts to five million seven hundred nine thousand five hundred four euros and eighty-two eurocents (€5,709,504.82) and is divided into twenty-four million eight hundred twenty-three thousand nine hundred thirty-four (24,823,934) common registered shares, each with a nominal value of twenty-three eurocents (€0.23). Each share carries all rights and obligations defined by law and the Company’s Articles of Association. Ownership of a share automatically entails full and unconditional acceptance of the Company’s Articles of Association and of the resolutions adopted in accordance with law and the Articles of Association by the competent corporate bodies. Each share grants one (1) voting right, subject to the provisions of Article 50 of Law 4548/2018 regarding treasury shares. As at the date of approval of this Report, the Company holds 259,574 treasury shares, with an average acquisition cost of €7.1897 per share, representing approximately 1.0457 % of its share capital and corresponding voting rights.

2. Restrictions on the transfer of shares of the Company

The transfer of Company shares is conducted as defined by law and there are no restrictions in its Articles of Association in respect of their transfer, especially since these are intangible shares listed on the regulated market of the Athens Stock Exchange.

3.### Significant direct or indirect holdings within the meaning of Law 3556/2007

The information regarding the number of shares and voting rights of the persons holding significant participations has been drawn from the share register maintained by the Company and from the notifications lawfully and pursuant to MAR submitted to the Company by the shareholders. The Company's significant participation is the following:

  • "GLOBALSOFT S.A. FOR THE DEVELOPMENT AND MARKETING OF SOFTWARE AND HARDWARE FOR COMPUTER SYSTEMS", with its registered office in Nea Smyrni, Attica, in which the parent company participates with a participation rate of 97.09%,
  • "PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD", with its registered office in Cyprus, in which the parent company has a 100% stake,

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 35

  • "COMPUTER INTERNATIONAL FRANCE LTD", based in Nea Smyrni, Attica, in which the parent company participates with a participation rate of 50.18%. It is noted that the said Company has been dissolved and is in liquidation, which (liquidation) has not yet been concluded,
  • "PROFILE SOFTWARE (UK) LTD", based in the United Kingdom, in which the Cypriot subsidiary PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD participates with a 100% stake,
  • "PROFILE SOCIÉTÉ ANONYME FOR THE DIGITAL RECORDING, STORAGE AND DISPOSAL OF COURT PROCEEDINGS", with registered office in Nea Smyrni, Attica, in which the parent company (special purpose) participates with a 100% participation percentage,
  • "LOGIN S.A.", based in France, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD holds a 99.92% stake and PROFILE SOFTWARE (UK) LTD holds a stake of 0.08% and
  • "PROFILE TECHNOLOGIES SINGLE-MEMBER COMMERCIAL & INDUSTRIAL INFORMATION TECHNOLOGY COMPANY", based in Thessaloniki and in which the parent company participates with a 100% stake,
  • "CENTEVO A.B.", with its registered office in Stockholm, Sweden and presence through a permanent facility-branch in Oslo, Norway, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD holds a 100% stake.

Furthermore, the significant direct or indirect participation in the share capital and the voting rights of the Company pursuant to the provisions of articles 9 to 11 of l. 3556/2007 are the following:

  • Charalambos Stasinopoulos: 6,681,472 shares and voting rights (26.92%).
  • Latover Holdings Limited (100% interest of Mr. Char. Stasinopoulos): 3,543,660 shares and voting rights (14.28%).

4. Shares conferring special control rights

There are no shares which grant special control rights.

5. Restrictions on the right to vote

The Company’s Articles of Association do not provide for any restrictions to the right of vote derived from its shares, nor has the Company been notified of such restrictions.

6. Shareholder Agreements of the Company

The Company is not aware of any agreements between shareholders which entail restrictions on the transfer of shares or on the exercise of the rights of vote.

7. Rules for the appointment and replacement of members of the Board of Directors and the amendment of the Articles of Association

In respect of the appointment and replacement of members of the Company’s Board of Directors and of issues related to the amendment of its Articles of Association, no rules subsist today that differ from the provisions of L. 4548/2018, as currently in force.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 36

8. Authority of the Board of Directors for the issuance of new shares or the acquisition of treasury shares

There is no permanent special competence of the Board of Directors or certain members thereof for the issuance of new shares or the purchase of own shares in accordance with Article 49 of Law 4548/2018. The relevant competence and authority to the Board of Directors is always granted by a relevant resolution of the General Meeting of Shareholders of the Company.

Already, the Annual Ordinary General Meeting of the Company’s shareholders of 31 May 2024 decided, among other things, the purchase by the Company, in accordance with the provisions of article 49 of Law 4548/2018, within a period of twenty-four (24) months from the date of the said resolution, i.e. no later than 31 May 2026, of up to one million (1,000,000) common registered shares, with a purchase price range of two euros (€2.00) per share (minimum limit) and eight euros (€8.00) per share (maximum limit), while at the same time granting to the Board of Directors the authorization for the proper implementation and execution of the said program within the framework defined above.

During the reporting period, the Company acquired 412,048 treasury common registered shares, at an average acquisition price of €6.4905 per share, which correspond to 1.66% of its share capital. It is noted that, pursuant to the resolution of the Company’s Board of Directors dated 26.05.2025 regarding the suspension of the share buy-back programme as approved by the Annual Ordinary General Meeting of Shareholders held on 31.05.2024, the Company proceeded with the sale, through a private placement, of 350,000 treasury shares, representing 1.4143% of its paid-up share capital, at a sale price of €5.80 per share, for a total consideration of €2,030,000. The treasury shares sold had been acquired pursuant to the resolution of the Company’s General Meeting of Shareholders dated 31.05.2024. Through this transaction, the dispersion of the Company’s shares was enhanced by placement into high- quality investment portfolios, which constitutes one of the Company’s key strategic objectives, in the context of strengthening both a healthy free float and the tradability of the Company’s shares.

During the current financial year 2026 and up to 30 th of March, the Company has not proceeded with the purchase of its own ordinary registered shares.

9. Important agreements that take effect, are amended or expire in the event of a change in the Company’s control, upon a public offer

No important agreement exists whatsoever, entered into by the Company, which takes effect, is amended or expires in the event of a change in the Company’s control, following a public offer.

10. Important agreements with members of the BoD or the Company’s staff.

Between the Company and the members of the Board of Directors or its staff, there is only one agreement (and in particular between the Company and its Managing Director and President of the BoD), which provides for special compensation, in the events of redundancy or dismissal without substantial reason or termination of office or engagement owing to any public offer.

SECTION G΄ Information on labor and environmental issues (1)

As of 31.12.2025, the Group employed 216 permanent full-time employees and the Company employed 132, respectively, compared to 194 and 110 persons employed on 31.12.2024. It should be

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 37

noted that the Company’s relations with its personnel are excellent, and no labor issues have arisen, as one of the main priorities of the Company’s Management is the preservation and strengthening of industrial peace and the continuous improvement of working conditions, in order to achieve the maximum possible utilization of human resources at a productive level. The Company ensures daily that all necessary and appropriate measures are taken, and the recommended practices are adopted in each case, in order to fully comply with the applicable labor and social security legislation. One of the fundamental principles governing the operation of the Group is the continuous training of personnel and the strengthening of corporate culture at all levels of the Group’s operations and activities.

(a) diversification and equal opportunities policy
The Management of the Group does not discriminate on recruitments, salaries and promotions on the basis of sex, tribe, religion, skin color, nationality, religious beliefs, age, family status, sexual preferences, participation in trade unions or any other characteristics whatsoever. The only factors taken into consideration are the training, specialization, experience, efficiency and the individual’s abilities in general, while it encourages and advises all employees to respect the diversity in every employee, customer and supplier of the Group and to not tolerate any behavior which is likely to create discriminations of any form.

(b) respect for employees’ rights
The Management of the Group upheld, without deviation, the current labor legislation and respects the relevant provisions and stipulations on child labor, human rights and the possibility of participation of the employees in trade unions.

(c) hygiene and safety at work
The protection of health and safety of the employees constitutes a top priority for the Management of the Group, which monitors and systematically checks all risks that are likely to arise from its activity and takes all necessary preventive measures for the prevention of accidents, while all employees attend training seminars on issues of health and safety at work. The Group's Management also ensures the observance of fire safety rules, the response to emergency events and the training of staff in fire protection, firefighting, use of portable fire extinguishers and the preparation of readiness exercises with the aim to prevent and confront exceptional occurrences.

(d) employee training and development (1)
The business success of both the Group and especially the Company is based on its people. The Company provides a working environment characterized by stability, so that all employees are motivated to be productive and focused on achieving the best result, to take initiatives for the benefit of the corporate interest and to manage their personal development with zeal and integrity.Through the Human Resources Department, the Company's Management distinguishes the skills of employees and places them in positions where they will contribute to the maximum degree and will be able to be distinct.

(2) The Group recognizes the need for continuous improvement of environmental performance based on the principles of sustainable development and in compliance with legislation and international standards aims at a balanced economic development in harmony with the natural environment. Following a path of sustainable development, it carries out its activities in a way that ensures on the one hand the protection of the environment and on the other hand the hygiene and safety of its employees.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 38

The Group seeks to improve the overall behavior of its employees both in terms of environmental pollution prevention and recycling and environmental management and endeavors to establish the concept of ecological sensitivity across the workers' pyramid. Within this framework, the Management has proceeded to the preparation and adoption of a Sustainability Policy, in order to integrate sustainability issues (especially environmental, social issues, governance factors, including sustainability factors) into the corporate culture and strategy, in accordance with Article 24 par.2 of the EU Regulation 2019/2088 of the European Parliament and of the Council of 27 th November 2019 and environmental, social (social responsibility) and corporate governance rules, with a view to creating long-term value and making a positive contribution to society. A detailed description of the established Policy is provided in Part G of the Corporate Governance Statement, which forms an integral part of this Report.

(e) Environmental Management

During the financial year 2025, the Company demonstrated its strong commitment to environmental care and protection, as well as its awareness and active response to the significant environmental impacts and risks involved. Specifically, in full and effective compliance with National Climate Law 4936/2022, as currently in force, the Company prepared and submitted the Emissions Assessment Report for the fiscal year 2024. The report provides detailed information regarding the standards, scope, and calculation methodologies adopted for the assessment, documentation, and reporting of greenhouse gas (GHG) emissions. It offers practical guidance for the management of GHG emissions in alignment with ISO 14064-1:2018 and the Greenhouse Gas Protocol, ensuring the minimization of emissions through the adoption of best practices. To support this initiative, the Company engaged Ecostart to provide an independent opinion. According to the findings, total emissions per employee for the previous year amounted to 0.7716 tCO2e, reflecting a 70.5% decrease compared to the reference year 2022.

Following the above and in line with its commitments under the national climate law, the Company is currently considering a series of initiatives aimed at further reducing its carbon footprint, including:

  • Increasing electricity consumption from Renewable Energy Sources (RES)
  • Installing photovoltaic systems
  • Applying external thermal insulation and upgrading glazing in its office building
  • Procuring new, energy-efficient mechanical equipment

Finally, it is noted that electricity consumption decreased from to 76.563636 (tn CO2 eq) in 2024. Moreover, the Company’s vehicle fleet is modern, contributing to lower fuel consumption measured in liters per kilometer.

SECTION Η΄ Other Information - Significant events after 31 December 2025 and up to the preparation of this Annual Report

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 39

Geopolitical Developments in Iran

For the financial year 2025, revenue derived from customers operating in the affected countries represents approximately 1.4% of the Group’s total turnover, while trade receivables from these customers account for approximately 0.35% of the Group’s total assets. Taking into consideration the Group’s particularly limited exposure, Management estimates that these developments are not expected to materially affect the Group’s financial position, results of operations, or cash flows.

Completion of the Acquisitions of Algosystems and Contemi

On 22 January 2026, the acquisition of an 87.23% majority stake in the share capital and voting rights of the société anonyme under the corporate name “ALGOSYSTEMS S.A. – Technical Commercial Company for Information Technology, Automation and Metrology” (“ALGOSYSTEMS S.A.”) was completed. Management estimates that the completion of this acquisition will contribute positively and materially to the Group’s portfolio of cybersecurity and ICT support services for financial institutions, enterprises, and public sector entities, as well as, consequently, to the Group’s financial position and results.

On 30 January 2026, the acquisition of 100% of the share capital and voting rights of Indigo (London) Holdings Limited and, consequently, its wholly owned subsidiary Contemi Solutions (London) Ltd was completed. Management estimates that this acquisition, in combination with Profile’s existing activities in the respective market, will contribute positively and materially to strengthening its local presence, further expanding its operations, and generating additional cost and revenue synergies.

There are no other significant events that occurred after the end of the financial year 2025 up to the date of approval of the present Report which would have a material impact on the annual financial statements and, therefore, require specific disclosure herein.

SECTION I CORPORATE GOVERNANCE STATEMENT

(The present Statement is drafted according to article 152 of l. 4548/2018 and forms a part of the Management Report of the Company’s BoD)

CONTENTS

  • INTRODUCTION
    1. CORPORATE GOVERNANCE
    2. 1.1 Meaning
    3. 1.2 Corporate governance regulatory framework
    1. HELLENIC CORPORATE GOVERNANCE CODE
    2. 2.1 Notification of voluntary compliance of the Company with the new Corporate Governance Code
    3. 2.2 Deviations from the Corporate Governance Code and reasoning thereof. Special provisions of the Code that are not applied by the Company and explanation of the reasons for non-application

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 40

  • 2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
  • PART A - BOARD OF DIRECTORS
    • I. Role and responsibilities of the Board of Directors
    • II. Size and composition of the Board of Directors
    • III. Operation of the Board of Directors
    • IV. Information on the current Board of Directors
  • PART B - COMMITTEES and UNITS
    • I. Audit Committee
    • II. Remuneration and Nomination Committee
    • III. Corporate Announcements and Shareholder Service Unit
  • PART C - GENERAL MEETING
  • PART D - INTERNAL CONTROLS AND RISK MANAGEMENT SYSTEM
    • I. Internal audit
    • II. Risk management
  • PART E – CORPORATE GOVERNANCE SYSTEM
  • PART VI - ADDITIONAL INFORMATION
  • PART VI - SPECIAL DECLARATIONS
  • PART VII - SUSTAINABLE DEVELOPMENT POLICY

INTRODUCTION

1. CORPORATE GOVERNANCE

1.1 Meaning

According to the Principles of Corporate Governance of the Organisation for Economic Cooperation and Development (OECD), corporate governance means a system of relations between the Management of the Company, the shareholders, the employees and any other interested party, aiming at the creation, development and sustainability of strong, healthy and competitive businesses. As a set of principles, corporate governance is in fact a matter of self-regulation, i.e. it is not limited to the application of mandatory provisions and regulations by law, but is based on voluntary acceptance and application of rules understood as specific practices.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 41

Based on these rules, the management is exercised, monitored, organized and controlled, the corporate functions are performed, the relations with the shareholders and external actors (shareholders, suppliers, customers, public administration, etc.) that are interconnected with the Company are shaped, the objectives set are achieved, existing or potential risks are identified and managed. The promotion of corporate governance principles aims at increasing the credibility of the Greek capital market towards international and domestic investors, enhancing transparency, improving the competitiveness of Greek companies and strengthening their internal operating structures. Moreover, a framework of good and adequate corporate governance can, through the consolidation of trust in the business environment, reconcile, in an effective and beneficial way, the interests of businesses, citizens and society.

1.2 Corporate governance regulatory framework

In our country, the corporate governance framework for public limited companies whose securities are listed on a regulated market consists on the one hand of the adoption of mandatory law rules, and on the other hand of the application of the principles of corporate governance, as well as the adoption of best practices and recommendations through self-regulation. In particular, this framework includes:

(a) Law 4706/2020 (Government Gazette A'136/17.07.2020), as currently in force following its latest amendment by Law 5178/2025, with the provisions of which the legislative framework for corporate governance is substantially reformed and updated, taking into account the changes in the legislative and regulatory framework governing the action of listed companies at EU level, during the period since the introduction of Law 3016/2002 (initial legislation on corporate governance) until today, as well as the current trends in the issue of corporate governance.In particular, the new regulations seek to substantially upgrade the required organisational structures and corporate governance procedures of public limited liability companies, so that they meet the increased requirements of the modern capital market, while at the same time not affecting the operational and decisive autonomy of the business entity. The aim of the new legislation is to consolidate good and effective governance practices and thereby enhance the confidence of their shareholders or potential shareholders. (b) the decisions of the Hellenic Capital Market Commission issued pursuant to the aforementioned law, (c) certain provisions of l. 4548/2018 and, and (d) the principles, best practices and self-regulatory recommendations incorporated into the applicable Greek Corporate Governance Code, which was drafted by the Hellenic Corporate Governance Council (HGC) in June 2021 and replaced the Code in force since October 2013.

2. HELLENIC CORPORATE GOVERNANCE CODE

2.1 Notification of voluntary compliance of the Company with the new Corporate Governance Code

The Company, in compliance and harmonization with the provisions of article 17 par. 1 of l. 4706/2020 and article 4 of decision No. 2/905/3.3.2021 of the Board of Directors of the Hellenic Capital Market Commission, proceeded by virtue of the relevant decision of its Board of Directors dated 15.07.2021 to the adoption and implementation of the new Greek Corporate Governance Code (available at Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 42 https://www.esed.org.gr), in which (Code) states that it is subject to the following detailed deviations and exceptions.

2.2 Deviations from the Corporate Governance Code and reasoning thereof. Special provisions of the Code that are not applied by the Company and explanation of the reasons for non-application

The central objective of the current Greek Code of Corporate Governance (hereinafter referred to for the sake of brevity as "Code" or "KED") is the creation of an accessible and understandable reference guide, which sets in a single text, high (higher than mandatory) requirements and standards of corporate governance. In particular, the Code does not address issues that constitute mandatory legislation (laws and regulatory decisions), instead establishes principles beyond the mandatory framework of corporate governance legislation and addresses those issues that are either: (a) not regulated, or (b) regulated, but the current framework allows for choice or derogation, or (c) regulated in their minimum content. In these cases, the Code either supplements the mandatory provisions or introduces stricter principles, drawing on experience from European and international best practices, always taking into account the characteristics of the Greek business and the Greek stock market.

The Code is applied on the basis of the "comply or explain" principle, in accordance with Article 4 of Decision No. 2/905/3.3.2021 of the Board of Directors of the Hellenic Capital Market Commission. This principle requires companies applying the Code either to comply with all its provisions or to explain, on justified grounds, the reasons for not complying with its specific practices. The explanation of the reasons for non-compliance should not be limited to a mere indication of the practice with which the company does not comply, but should be justified in a specific, specific, comprehensible, substantive and convincing manner.

The Company first confirms with this Statement that it faithfully and unswervingly applies the applicable provisions of Greek legislation regarding corporate governance, as currently in force (Law 4706/2020, Law 4548/2018 and Law 4449/2017). However, in relation to the specific practices and principles established by the Code, there are at this point in time some deviations (including in the case of non-application), for which deviations are followed by an analysis and explanation of the reasons justifying them. In particular, the existing deviations in relation to the specific practices and principles established by the Code are the following:

➢ Non-executive members of the Management Board shall not meet at least once a year, or exceptionally when deemed appropriate without the presence of executive members, in order to discuss the performance of the latter. This deviation is justified by the fact that the Company has a Committee for the Remuneration and Nomination of Nominations (EPAAY) which consists of non-executive members of the Board of Directors and independently in their majority, which monitors and periodically evaluates the adequacy, suitability, abilities and skills, experience, individual performance and effectiveness of all members of the Board of Directors, and especially of the executive members, who are responsible for the implementation of the Company's strategy and the achievement of its objectives. Besides, among the members of the Board of Directors there is full transparency and whenever there is a relevant need or there is any weakness Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 43 or any malfunction, there are thorough discussions, in which the problems presented are analyzed and criticized in statements, actions or decisions of its members, without exception.

➢ The President shall not be chosen from among independent non-executive members. Although the President is chosen from among the non-executive members, no independent non-executive member is appointed, either as Vice-President or Senior Independent Director This deviation is justified by the desire of the Company's Management not to further burden the independent non-executive members of the Board of Directors with additional duties and responsibilities, due to the important role they are required to play in the specific Committees in which they participate (Audit Committee and Committee on Remuneration and Nomination) in the organization and operation of these Committees. Moreover, the appointment of an independent nonexecutive director as Vice-Chairman would make it necessary for the independent non-executive director to provide day-to-day and substantive assistance to the Chairman of the Management Board, in particular in the process of organisation and functioning of the Management Board, which could be a disincentive to the need and obligation for the independent non-executive director to devote sufficient and necessary time to the fulfilment of his other duties. However, it is noted that the Company complies with the provision of Article 8 par. 2 of l. 4706/2020, since the Vice Chairman of the Board of Directors is a non-executive member thereof.

➢ The maturity of the options is set (for part of them) less than three (3) years from the date they are granted to the executive members of the Board of Directors. The present deviation is due to the preparation and approval by the Board of Directors, in the context of the relevant authorization granted by the 1st Repeated Annual General Meeting of shareholders on May 25, 2018, of the existing share disposal program for specific executives, which provide services to the Company and its affiliated companies on a permanent basis, for the purpose of rewarding, on the one hand, the active participation in the achievement of the corporate purpose (especially during the current period with the particularly increased requirements of the digitisation of the economy and the action of the State) and, on the other hand, the strengthening of the long-term credit (Ioyalty scheme), in the form of an option to acquire shares, in accordance with the provisions of article 113 of Law 4548/2018, at a time prior to the entry into force of the existing Code of Corporate Governance. It is noted, for the sake of completeness of the explanation of the present deviation, that the main characteristics of the program, which was adopted pursuant to the decision of the Board of Directors of the Company dated 16.01.2020, consist of the following:

  • the duration of the Program is set until the year 2025, in the sense that the rights that will be granted to the Beneficiaries may be exercised until November of the year 2025,
  • the share capital of the Company will be adjusted accordingly and in accordance with the rights exercised by the beneficiaries by decision of the Board of Directors in accordance with the legal provisions and the terms hereof,
  • beneficiaries of the Program are selected executives of the Company and its affiliated companies which have been selected based on their position of responsibility, past service, achievement of goals and overall evaluation, Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 44
  • the number of rights to be allocated under the initial Program was to amount to six hundred thousand (600,000), for its total duration (until 2025), however, as a result of the decision of the Annual Ordinary General Meeting of shareholders dated 12.05.2022 to reduce the nominal value of the Company's shares from €0.47 to €0.23 and at the same time increase the total number of shares of the Company from 12,013,916 to 24,027,832 common, Stock Split, with the replacement of each (1) old common registered share with two (2) new common registered shares and taking into account that during the closed financial year 159,488 rights matured and were exercised, the remaining rights that have not matured or now amount to 78,452, matured and exercised,
  • the rights granted give each beneficiary the right to participate in the increase of the Company's share capital for a number of shares of the Company equal to the number of rights granted,
  • The rights are partially matured as follows: (a) on 1 st November of the first year after the grant, 33% of the granted rights mature; (b) on 1 st November of the second year after the grant, 33% of the granted rightsmature; (c) on 1 st November of the third year following the grant, 34% of the rights granted mature;

  • executives with more than two (2) years of service receive immediately 100% of their rights, while executives with service of up to two (2) years, receive 50% of their rights until the completion of the first year of service and the remaining 50% following the fulfillment of the term of two years of service,

  • the disposal price of the shares that will be delivered to the beneficiaries due to the exercise of the rights granted to them, amounts to €0.85 from now on, in accordance with the decision of the Board of Directors of the Company dated 25.10.2022 on the adjustment of term 4.3 of the Program, following the decision of the Annual Ordinary General Meeting of shareholders dated 12.05.2022 on the reduction of the nominal value of the Company's shares from €0.47 to €0.23 and a simultaneous increase of the total number of shares from 12,013,916 to 24,027,832 common registered shares (stock split), replacing each one (1) old common registered share with two (2) new common registered shares,
  • the deadline for submitting a declaration for the exercise of the right starts on November 1 and ends on November 15 of each year of the Program starting from the year 2020,
  • the deadline for the payment of the price for exercising the right starts on November 16 and ends on November 30 of each year of the Program, starting from the year 2020.

Finally, and following the above, the Board of Directors of the Company, during its meeting of October 25, 2022, always acting within the framework of the mandate and power of attorney initially provided to it, proceeded to amend certain terms of the program as follows: (a) the adjustment-amendment of clause 3.2 of the Program regarding the maximum number of rights to be allocated, in such a way that the number of rights that have not matured and/or been exercised by the beneficiaries (at this point in time) will henceforth rise from 398,277 to 796,554 and (b) the adjustment of clause 4.3 of the Program regarding the offer price of the shares delivered to the beneficiaries, as a result of the exercise of the rights granted to them, so that, in relation to the rights that have not matured and/or been exercised, the offer price of the shares will henceforth rise from €1.70 to €0.85 per share.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 45

➢ The contracts of the executive members of the Board of Directors do not provide that the Board of Directors may require the return of all or part of the bonus that has been awarded, due to a breach of contractual terms or inaccurate financial statements of previous fiscal years or generally based on incorrect financial data, used for the calculation of this bonus. This deviation is justified by the fact that the Company's Financial Management takes all necessary measures in order for any rights to receive extraordinary remuneration (bonus) to mature and be paid only after the audit and final approval of the annual financial statements and to avoid the phenomenon of bonus payments based on incorrect or inaccurate financial statements. However, and for the purpose of complying with the aforementioned requirement of the CCP, the Company's Management is considering the introduction into the existing contracts of the executive members of the Board of Directors of a relevant additional provision regarding the right of the Board of Directors to demand the return of all or part of any bonus awarded due to breach of contractual terms or inaccurate financial statements or incorrect financial information.

➢ The Board of Directors does not provide under the guidance of the Nominations Committee for the annual evaluation of the CEO's performance. This deviation is justified by the existence of a Committee for the Remuneration and Nomination of Nominations, which is a more specific Committee of the Board of Directors, the main tasks and responsibilities of which include the evaluation, among others, of the performance of the existing Board of Directors and the compliance of its members with the specific criteria of individual and collective suitability of the Suitability Policy established and implemented by the Company. Taking into account that the CEO of the Company traditionally and consistently comes from the members of the Board of Directors, it is obvious that the proper fulfillment of the powers, duties and responsibilities assigned to him, the implementation of the corporate strategy and the execution of the decisions of the Board of Directors and therefore the evaluation of its performance and effectiveness is fully and thoroughly audited, in order to ensure the Company's business continuity and the Group's viability. The performance of each of the members of the Board of Directors, let alone the Chief Executive Officer, in no way escapes the attention of the Remuneration and Nomination Committee, which ensures methodically, systematically and continuously that the Board of Directors is staffed with the most fit and proper members.

➢ The Board of Directors does not describe in the Annual Report how the interests of major stakeholders have been taken into account in its discussions and decision-making. This deviation is due to the adoption and implementation of the CSR, as adopted and applied by the Company, while the Company's Management is considering the assignment of the mandate for the preparation of a relevant Corporate Responsibility/Corporate Social Responsibility Report to an Audit Company of known standing, and therefore a detailed identification of the parties of importance to the Company, a description of these interests and a reference to the Annual Report of the way in which their interests were taken into account during the decision-making process on behalf of the Board of Directors.

The above, extremely limited in any case, deviations from the special practices established by the new CPC cannot be considered to be subject to any strict time limit, taking into account in addition the fact that the Code entered into force only on 17.07.2021, i.e. on the date of entry into force of Articles 1 to Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 46 24 of Law 4706/2020, as currently in force. Furthermore, such deviations do not exert any decisive influence on the best corporate governance practices adopted and applied by the Company. The Company examines with due care and diligence the aforementioned existing deviations from the special practices established by the CEA and investigates compliance with them to the extent and to the extent that compliance does not conflict with the principles, philosophy, organization and values of the Company as well as the need to ensure the effective operation and promotion of its long-term success.

2.3 Corporate governance practices applied by the Company in addition to the provisions of the law

The Company faithfully and strictly administers the text provisions of the above legislative framework regarding corporate governance, while currently there are no applied practices in addition to the provisions of the law, as the main objective and priority of the Company's Management at the present time is the full and substantial assimilation and implementation of the provisions introduced by the new regulatory framework (Law no. 4706/2020 and relevant decisions of the Securities and Exchange Commission).

PART A - BOARD OF DIRECTORS

I. Role and responsibilities of the Board of Directors, obligations of its members

1.1

The Company is managed by the Board of Directors, which is responsible for deciding on any action related to the management of the Company, the management of its property, its judicial and extrajudicial representation and the general pursuit of its purpose.

1.2

The Company’s Board of Directors is responsible for:

  • the approval of the Company's overall strategy, budget and business plan;
  • the effective supervision and consistent monitoring of the execution of these decisions in the context of the implementation of the budget as well as the Company's business plan;
  • the pursuit of enhancing the long-term economic value of the Company,
  • promoting of the corporate interest as well as the interests of shareholders and other interested parties;
  • the guarantee of the Company’s compliance with the legislation in force;
  • defining and supervising the implementation of the corporate governance system in accordance with the applicable legal provisions, as well as the gradual adoption and implementation of best practices in corporate governance;
  • periodic (at least every three financial years) monitoring and evaluation of the implementation and effectiveness of the corporate governance system, as well as taking actions to address any shortcomings;
  • periodic monitoring and evaluation of the implementation of the budget and taking action to address any deviations and/or failures;
  • the preparation of the annual report of the Company, detailing all deviations from the budget;
  • ensuring the adequate and effective operation of the Company's Internal Audit System (I.A.S.), in particular with regard to:

✓ the consistent implementation of the business strategy with the correct and appropriate use of available resources;

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 47

✓ the identification and management of material risks related to the operation of the Company;
✓ the proper organization and operation of the Internal Audit Unit (IU) in accordance with the applicable provisions,
✓ the completeness and reliability of the data and information for the accurate and timely determination of the Company's financial and non-financial position;

  • ensuring the independence of the functions constituting the Internal Audit System (IAC) from the business areas under its control, as well as theas well as the adequate staffing and funding of the Internal Audit Unit;

  • the consolidation of transparency, corporate values and culture across the operations and activities of the Company and broader of the Group,

  • identifying, monitoring, addressing and resolving any cases of conflict of interest between the members of the Board of Directors or persons to whom it has delegated duties and responsibilities, directors and shareholders and the interests of the Company, as well as establishing a procedure for the timely, appropriate and full disclosure of potential conflicts of interest;
  • the designation and/or delimitation of the responsibilities of the Chief Executive Officer and the Deputy Chief Executive Officer, where such a position exists;
  • ensuring the succession plan appropriate for the Company in order to ensure the smooth continuity of the management of the Company's affairs,
  • ensuring the identification of stakeholders important to the Company, as well as understanding how their interests interact with the Company's strategy through appropriate communication channels in order to achieve an open and constructive dialogue;
  • managing issues relating to the environment, social responsibility and governance (Environmental, Social, Governance).

1.3 The Board of Directors may assign the exercise of all or part of its powers and responsibilities (except for those that require collective action) as well as the internal control of the Company and its representation, to one or more persons, non-members or, if the law does not forbid, to members of the Board of Directors, determining at the same time the extent of this assignment. In any case, the responsibilities of the Board of Directors are without prejudice to articles 19 and 99-100 of l. 4548/2018, as in force.

1.4 Obligations of the members of the Board of Directors

1.4.1 General

The members of the Board of Directors must, in the exercise of their duties and responsibilities, comply with and act in accordance with the law, the Articles of Association and the legal decisions of the General Meeting. They must do their utmost to carry out their duties, manage corporate affairs in order to promote the corporate interest, supervise the execution of the decisions of the Board of Directors and the General Meeting and inform the other members of it about corporate affairs. This care is judged on the basis of the capacity of each member and the duties assigned to him / her by law, the Articles of Association or by decision of the competent corporate bodies.

1.4.2 Obligation of loyalty - Conflicts of interest

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 48

The members of the Board of Directors have an obligation of loyalty to the Company. In particular they have the obligation:
(a) Not to pursue their own interests that are contrary to the interests of the Company.
(b) To disclose promptly and adequately to the other members of the Board of Directors their own interests, which may arise from transactions of the Company, which fall within their duties, as well as any conflict of their interests with those of the Company or its affiliates within the meaning of article 32 of Law 4308/2014, which arises in the exercise of their duties. They shall also reveal any conflict of the company's interests with the interests of the persons referred to in paragraph 2 of the article 99 of the Law 4548/2018, as long as they relate to these persons. An adequate reveal shall be considered the one which includes a description of both the transaction and the interests.
(c) To maintain strict confidentiality regarding the Company's corporate affairs and the Company's secrets, which were made known to them due to their capacity as directors.
(d) A member of the Board of Directors shall not have the rights to vote on matters in which there is a conflict of interest with his own company or with persons with whom he is related in a relationship subject to paragraph 2 of the article 99 of the l. 4548/2018. In such cases the decisions shall be taken by the other members of the Board of Directors, and if the voting power is not so many members so that the others do not form a quorum, the other members of the Board of Directors, irrespective of their number, shall convene a General Meeting for the sole purpose of making this decision.

1.4.3 Non-competition

Members of the Board of Directors who participate in any manner in the management of the Company, as well as its executives, are prohibited, without prior authorization from the General Meeting or a relevant provision in the Articles of Association, from carrying out, on their own behalf or on behalf of third parties, acts that fall within the scope of the Company’s objectives. They are also prohibited from participating as general partners or as sole shareholders or partners in companies pursuing similar objectives. In the event of a culpable violation of the prohibition of the previous paragraph, the company shall have the right to claim damages. However, instead of compensation, it can require the acts taken on behalf of the director himself or the manager to be considered as having been carried out on behalf of the company and for the acts made on behalf of a third party, to be given to the company the remuneration for the intermediation or the relevant requirement be assigned to it. These claims shall lapse one (1) year after the above acts were announced at a meeting of the Board of Directors or were disclosed to the Company. The limitation period shall, however, be five (5) years after the prohibited act has taken effect.

II. Size and composition of the Board of Directors

2.1 Composition of the Board of Directors

2.1.1 Pursuant to article 19 par. 1 of the Company's current Articles of Association, the Board of Directors consists of five (5) to eleven (11) members, who are elected by the General Meeting of Shareholders by an absolute majority of the votes represented at the Meeting.

2.1.2 The members of the Board of Directors may be shareholders of the Company or not. A member of the board may also be a legal person. In this case, the legal person shall be required to appoint a natural

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 49

person for the exercise of the legal person's powers as a member of the Board of Directors. The natural person shall be jointly liable with the legal person for the company's administration.

2.1.3 The members of the Board of Directors are always re-electable and freely revocable by the General Meeting, regardless of the time of expiry of their term of office.

2.1.4 The General Meeting may also elect alternate members, equal to the number of ordinary members. Alternates may only be used to replace members of the Board of Directors who have resigned, died or lost their status in any other way.

2.2 Term of the Board of Directors

The term of office of the members of the Board of Directors is five years, extended until the expiry of the deadline within which the next Ordinary General Meeting must meet and until the relevant decision is taken, but in no case may it exceed six years.

2.3 Participation in the meetings of the Board of Directors

2.3.1 Each director must consistently participate in the meetings of the Board of Directors and devote the time necessary for the effective and effective performance of his duties.

2.3.2 In the event of the unjustified absence of an independent non-executive member from at least two (2) consecutive meetings of the Board of Directors, this member is considered to have resigned, in accordance with the relevant guidelines of the Hellenic Capital Market Commission. Such resignation shall be established by a decision of the Board of Directors, which shall replace the member in accordance with the procedure set out in paragraph 4 of Article 9 of Law 4706/2020.

2.4 Replacement of members of the Board of Directors

2.4.1 Without prejudice to the provisions of Law 4706/2020 on corporate governance, in the event of resignation, death or in any other way loss of membership or members of the Board of Directors, the latter may elect members to replace the deceased members. This election is permitted if the replacement is not possible by alternates, who may have been elected by the General Meeting. The election of the Board of Directors is done by decision of the remaining members, if it is at least three (3), and is valid for the remainder of the term of the Member replaced. The decision of the election is disclosed in pursuance of Article 13 of Law 4548/2018 and is announced by the Board of Directors at the next General Meeting, which can replace the elected, even if there is no relevant item on the agenda.

2.4.2 It is expressly stated that, in case of resignation, death or in any other way the loss of the membership of the Board of Directors, the remaining members may continue the management and representation of the company without replacing the missing members in accordance with the previous provided that their number exceeds half of the members, as they had before the occurrence of the above events. In any case these members may not be less than three (3).

2.4.3 The remaining members of the Board of Directors, irrespective of their number, may convene a General Meeting for the sole purpose of electing a new Board of Directors.

2.5 Distinction between executive and non-executive members of the Board of Directors

2.5.1 The executive members of the Board of Directors are responsible for the management issues related to the day-to-day operation of the Company as well as for the implementation of the strategy

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 50

determined by the Board of Directors. The executive members shall regularly consult the non-executive members of the Governing Council on the appropriateness of the strategy implemented.In the event of crises or risks, as well as when circumstances require that measures be taken which are reasonably expected to have a material effect on the Company, such as when decisions are to be taken regarding the development of the business and the risks assumed, which are expected to affect the financial situation of the Company, the executive members shall inform the Board of Directors in writing without delay, either jointly or separately, by submitting a relevant report with their assessments and proposals.

2.5.2

Non-executive members of the Board of Directors, including independent non-executive members, are responsible for promoting the corporate objectives and issues and safeguarding the interests of the Company and have, in particular, the following obligations:
(a) monitor and review the Company's strategy and its implementation, as well as the achievement of its objectives;
(b) ensure effective oversight of executive members, including monitoring and auditing their performance;
(c) examine and express views on the proposals submitted by the executive members, on the basis of existing information;
(d) contribute, through constructive criticism, to the development of strategic proposals for all the Company's affairs.

2.5.3

The Board of Directors of the Company, with regard to its independent non-executive members, takes all necessary measures to ensure compliance with the criteria and conditions of independence set by the applicable regulatory framework. With the assistance and support of the Remuneration and Nomination Committee, the Board of Directors shall review the independent non-executive directors' compliance with the independence criteria on at least an annual basis per financial year and in any case before the publication of the Annual Report, which shall include a statement to that effect. Within this framework, each independent non-executive director shall complete and submit annually to the Board of Directors a declaration of commitment regarding his or her fulfilment of the independence criteria. Following the above, the Board of Directors of the Company, after thoroughly examining whether the independent non-executive members of the Company meet the criteria set forth in the provisions of article 9, paragraph 1 and 2, establishes, declares and confirms that both during the fiscal year 2025 (01.01.2025-31.12.2025) and on the date of preparation and approval of this Statement, its independent non-executive members, in particular Mr. Theodoros Krintas and Mr. Georgios Sfyris, continue to meet in their entirety the independence requirements set by the applicable regulatory framework.

2.6 Succession of members of the Board of Directors and CEO

2.6.1

The Board of Directors of the Company at its meeting of 5 December 2022 approved the Succession Policy and Procedure for Members of the Board of Directors and CEO, which was prepared with the cooperation of the Remuneration and Nomination Committee and aims to ensure the smooth and uninterrupted operation of the Board of Directors on the one hand, and the smooth continuity of the entity and the effective implementation of its business plan and strategy on the other hand.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 51

2.6.2

The above Policy applies:
(a) to all members of the Board of Directors of the Company (executive, non-executive, independent non-executive);
(b) to the Chief Entrepreneur, if such status does not coincide with the Chairman of the Board of Directors,;
(c) the Chief Executive Officer of the Company, and any Deputies of the Chief Executive Officer (one and/or more) and
(d) the members of the special committees of the Board of Directors.

2.6.3

The Succession Policy for the members of the Board of Directors and the CEO includes the following stages:
* recognition of the need to fill the vacancy;
* identification and approval of the profile of the position to be filled;
* examination of the possibility of filling the position internally from the list of candidates maintained and updated by the Remuneration and Nomination Committee,
* activation of the possibility of selecting an external candidate, in the absence of a suitable internal candidate, either upon recommendation or by assignment to an external consultant;
* assessment of the main characteristics and qualifications of candidates for the position in accordance with the procedure and criteria described in particular in the Succession Policy;
* completion of the evaluation process and communication of the results to stakeholders.

2.6.4

The Company's Remuneration and Nomination Committee evaluates the adequacy, appropriateness and effectiveness of the Policy, monitors its application and implementation, while recording any weaknesses and shortcomings identified and makes the necessary and appropriate proposals for improvement.

2.6.5

The Policy shall be reviewed on an annual basis and its design and implementation shall be modified and reviewed whenever appropriate or necessary, upon the recommendation of the Remuneration and Nomination Committee.

2.7 Evaluation of the Board of Directors

2.7.1

The Board of Directors of the Company at its meeting of 5.12.2022, the Board of Directors approved the Policy and Procedure for the Evaluation of the Members of the Board of Directors, which was prepared with the assistance of the Remuneration and Nomination Committee and aims to ensure the quality and adequate staffing of this corporate body, through the continuous participation in it of the most fit and proper persons, with a view to optimally serving the corporate objectives and activities, defending the corporate interest and strengthening the development of the Company and the Group in general.

2.7.2

The above Procedure applies:
(a) to all members of the Board of Directors of the Company (executive, non-executive, independent non-executive);

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(b) to the Chief Entrepreneur, provided that this status does not coincide with that of the Chairman of the Board of Directors, the Chief Executive Officer of the Company and his Deputies (one and/or more); and
(c) to the members of the special Committees of the Board of Directors.

2.7.3

The members of the Board of Directors are assessed:
(a) on a collective basis, which takes into account the overall functioning and effectiveness of the corporate body, and
(b) on an individual basis concerning the assessment of the contribution and contribution of each member to the successful operation of the Board of Directors.

2.7.4

The criteria on the basis of which the suitability of the members of the Board of Directors is evaluated are set out in Law 4706/2020, as amended by Law 5178/2025, the decisions of the Hellenic Capital Market Commission issued under its delegation, as well as the applicable Suitability Policy of the Company.

2.7.5

The assessment of collective suitability includes the size and composition of the Governing Board, the diversity of its members, adequate gender representation and the non-application of obsolete criteria (e.g. gender, colour, ethnic or social origin, religion, age, sexual orientation, etc.) during the recruitment process. In any case, the assessment of the collective suitability of the Board of Directors aims to ensure the existence of a body that consists of the most capable and suitable (fit and proper) persons, operates in accordance with the applicable Articles of Association, the Greek Corporate Governance Code adopted and implemented by the Company, the Internal Rules of Procedure as well as the specific Policies and Procedures of the Company, as well as the applicable legislative and regulatory framework in general and is able to:
(a) make appropriate decisions taking into account the business strategy, the development business model, the range of risks assumed, as well as the specific conditions prevailing in each market (domestic, European and international) in which the Company's activities are developed; and
(b) monitor in a meaningful manner the implementation of the decisions of senior management and to exercise constructive criticism in the context of the successful promotion of corporate interests.

2.7.6

The assessment of the individual suitability of each member of the Management Board shall relate to his or her performance on an individual basis and to the assessment of his or her contribution to the effective functioning and overall performance of that collective body. When assessing the individual's suitability, the membership (executive, non-executive, independent), any participation in special Committees, the assumption of special responsibilities, the use of theoretical knowledge and professional experience for the benefit of the company's interests and activities are taken into account, the time he devotes to the performance of his duties, his overall conduct, the absence of any form of compromise, and the absence of objective and demonstrable grounds for believing that he lacks honesty, integrity and good repute.

2.7.8

The competent body for the initiation, monitoring, overall coordination of the process, as well as for the specific way of conducting it (internally or with the assistance of an external consultant), on a collective and individual level, is the Company's Remuneration and Nomination Committee.Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 53

2.7.9 The evaluation of the Board of Directors at individual and collective level is carried out on the basis of questionnaires and responsible statements completed by each member of the Board of Directors or its specialised Committees separately, while in the context of the individual evaluation, private meetings of the Remuneration and Nomination Committee may take place with the members of the Board of Directors, if deemed appropriate or necessary. Members of the Management Board must answer truthfully all the questions contained in the questionnaires concerning them.

2.7.10 Upon completion of the process, the Remuneration and Nomination Committee formulates the conclusions of the evaluation in a summary report, which is submitted to the Board of Directors of the Company. The report may include recommendations and suggestions for improvement, actions to remove or correct any identified weaknesses and deficiencies of the Board members and an action plan for their implementation. If low performance is identified in the assessment of the individual suitability of a member of the Board of Directors, the Remuneration and Nomination Committee considers the possibility of an individual meeting with the member in question in order to inform him/her in person, discuss the individual weaknesses or shortcomings identified and determine further actions or procedures, the adoption of which is deemed appropriate, necessary and appropriate (e.g. provision of additional information, education and training of the member, removal of specific information, removal of specific information and training of the member, etc.).

III. Operation of the Board of Directors

3.1 Establishment of a Board of Directors as a body

The Board of Directors shall meet immediately after its election by the General Meeting and shall form a body, electing its Chairman and Vice-President. The Board of Directors may elect one or two Managing Directors from among its members only, at the same time determining their responsibilities. The Chairman of the Board of Directors shall direct the meetings. The Chairman, when he is absent or indisposed, is replaced throughout the scope of his responsibilities by the Vice Chairman and the Managing Director, when he is indisposed, following a decision of the Board of Directors. In the absence of a Chairman or an alternate, the shareholder with the largest number of voting shares may act as Chairman on a temporary basis.

3.2 Meetings of the Board of Directors

3.2.1 The Board of Directors meets whenever the law, the Articles of Association or the needs of the Company require it, at the Company's registered office or in the region of another Municipality within the prefecture of its office. The Board of Directors meets validly outside its seat in another place, either domestically or abroad, as long as all its members are present or represented at this meeting and no one opposes the holding of the meeting and the decision-making.

3.2.2 The Board of Directors may meet by teleconference, regarding to some or all its members. In this case, the invitation to the members of the Board of Directors includes the necessary information for their participation in the teleconference.

3.2.3 During the financial year 2025 (01.01.2025-31.12.2025) thirty-three 33 meetings of the Board of Directors took place.

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The participation of the members of the Board of Directors in its meetings is presented in detail in the table below.

Name Capacity Participation in Board of meetings Participation rate
Charalambos Stasinopoulos Chairman of the Board, Executive Member 33/33 100%
Spyridon Barbatos Vice Chairman of the Board, Non-Executive Member 33/33 100%
Evangelos Angelides Ceo Executive Member 33/33 100%
Pascale Valerie Hertzog 1 Non-Executive Member of the Board of Directors 26/30 86.67%
Aristeides Iliopoulos Non-Executive Member of the Board of Directors 33/33 100%
Theodoros Krintas Independent Non-Executive Member 33/33 100%
Georgios Sfyris Independent Non-Executive Member 33/33 100%
Evanthia Giannakouri 2 Non-Executive Member 3/3 100%

Note 1 : Term of office expires on 26.11.2025 as a result of the appointment/election of new independent non-executive members of the Board of Directors of the Company
Note 2 : Commencement of office on 26.11.2025 as a result of the appointment/election of new independent non-executive members of the Board of Directors of the Company

3.3 Convening a Board of Directors

3.3.1 The Board of Directors is convened by its President or its alternate by an invitation notified to its members, in which must also clearly state the items on the agenda, otherwise decision making is allowed only if all members of the Board of Directors are present or represented and no one opposes the decision-making.

3.3.2 The Board of Directors may also be convened by its President or by at least two (2) of its members, in accordance with the provisions of Article 91 par. 3 of l. 4548/2018.

3.4 Quorum - Board of Directors Decision-Making

3.4.1 The Board of Directors is in quorum and meets validly when one-half (1/2) plus one of the directors is present or represented, but the number of present or represented directors may never be less than three (3). To find the quorum number, any resulting fraction is omitted.

3.4.2 The decisions of the Board of Directors are validly made by an absolute majority of the directors present and those represented. In the event of a tie, the vote of the President of the Board of Directors shall not prevail. Each Director shall have one (1) vote. Each director may validly represent only one director. Representation may not be delegated to persons who are not members of the Board of Directors. The vote in the Board of Directors is obvious, unless a decision is made that a secret ballot will be held on a specific issue, in which case the vote shall be taken on a ballot paper.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 55

3.5 Minutes of the Board of Directors

3.5.1 Minutes are kept for the discussions and decisions of the Board of Directors. Copies and excerpts of the minutes of the Board of Directors are validated by the President or his replacement, in case of his impediment or by a General Manager of the Company.

3.5.2 The preparation and signing of minutes by all members of the Board of Directors or their representatives is equivalent to a decision of the Board of Directors, even if no previous meeting has taken place. This arrangement also applies where all the directors or their representatives agree to record their majority decision in minutes without meeting. The relevant minutes are signed by all the directors.

3.5.3 The signatures of the consultants or their representatives in the minutes can be replaced by exchanging messages via e-mail or other electronic means.

IV. Information on the Company's existing Board of Directors and Committees

4.1 In the context of the full, effective and effective compliance and alignment of the Company with the requirements and regulations of the law 4706/2020 (Government Gazette A '136/17.07.2020) on corporate governance, the Annual General Meeting of June 24, 2021 elected a new seven-member (7- member) Board of Directors with a term of office of five years, namely until 24.06.2026, extending until the expiry of the deadline within which the next Annual General Meeting must meet and until a relevant decision is taken, consisting of the following members: 1) Charalambos Stasinopoulos son of Panagiotis 2) Spyridon Barbatos son of Antonios-Ioannis 3) Evangelos Angelides son of Ioannis 4) Aikaterini Tsoura daughter of Dionysios 5) Aristeides Iliopoulos son of Spyridon 6) Antonios Roussos son of Antoniou and 7) Emmanuel Tsiritakis son of Demetriou.

4.2 Simultaneously with the same decision, the above Annual General Meeting of shareholders appointed as independent members of the Board of Directors of the Company: 1) Antonios Roussos, son of Antonios and 2) Emmanuel Tsiritakis, son of Dimitrios, who all meet the conditions and criteria of independence laid down by the applicable legislative and regulatory framework in general (Article 9 par. 1 and 2 of Law 4706/2020), namely: (a) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's share capital; and (b) are free from any relationship of dependence with the Company or its affiliates and have no financial, business, family or other relationship, which may affect their decisions and their independent, objective and impartial judgment.

4.3 The Board of Directors elected at its meeting of 25 June 2021 was constituted as follows: 1) Charalambos Stasinopoulos son of Panagiotis, Chairman of the Board of Directors (Executive Member).

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 56

2) Spyridon Barbatos son of Antonios-Ioannis, Vice President of the Board of Directors (Non-Executive Member). 3) Evangelos Angelides son of Ioannis, CEO (Executive Member). 4) Aikaterini Tsoura daughter of Dionysiou, Member of the Board of Directors (Non-Executive Member). 5) Aristeides Iliopoulos son of Spyridon, Member of the Board of Directors (Non-Executive Member). 6) Antonios Roussos, son of Antonios, Member of the Board of Directors (Independent Non-Executive Member). 7) Emmanuel Tsiritakis son of Dimitrios, Member of the Board of Directors (Independent Non-Executive Member).The composition of the new Board of Directors of the Company fully covers the proper and effective exercise of its duties and responsibilities, reflects the size, organization and way of operation of the Company that requires speed and flexibility, due to its intense export orientation and particularly high rate of extroversion, achieves the adequate staffing of both existing and new Committees established to strengthen the supervisory role of the Board of Directors, and is distinguished for the diversity of knowledge, skills, qualifications and experience, which can contribute decisively to the promotion and achievement of the Company's business goals and plans.

4.4 The minutes of the Annual General Meeting of the Company's shareholders dated 24.06.2021 regarding the election of a new Board of Directors as well as the minutes of the Board of Directors dated 25.06.2021 regarding its formation in a body and the granting of rights of commitment and representation of the Company were registered in the General Commercial Registry (G.E.MI.) on 13.07.2021 with Registration Codes 2581745 and 2581746 respectively, issued in connection with the relevant announcement with protocol number 2402920/13.07.2021 of the Ministry of Development and Investments (General Secretariat of Commerce & Consumer Protection, General Directorate of Market, Directorate of Companies, Department of Supervision of Listed SA & Sports S.A.).

4.5 The Board of Directors of the Company at its meeting of 21 October 2022 elected as a new non executive member Ms. Pascale Valerie Hertzog of Paul Robert Pierre, in replacement and for the remainder of the term of office of the resigned non-executive member Ekaterini Tsoura daughter of Dionysios.

4.6 Following the above election, the Board of Directors of the Company was reconstituted as a body for the remainder of its term of office, as follows:
1) Charalambos Stasinopoulos son of Panagiotis, Chairman of the Board of Directors (Executive Member).
2) Spyridon Barbatos son of Antonios-Ioannis, Vice President of the Board of Directors (Non-Executive Member).
3) Evangelos Angelides son of Ioannis, CEO (Executive Member).
4) Pascale Valerie Hertzog daughter of Paul Robert Pierre, Member of the Board of Directors (Non- Executive Member).
5) Aristeides Iliopoulos son of Spyridon, Member of the Board of Directors (Non-Executive Member).
6) Antonios Roussos, son of Antonios, Member of the Board of Directors (Independent Non-Executive Member).
7) Emmanuel Tsiritakis son of Dimitrios, Member of the Board of Directors (Independent Non-Executive Member).

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 57

4.7 The minutes of 21.10.2022 of the Board of Directors on the election of a new member to replace a resigned member and reconstitution of the Board of Directors was registered in the General Commercial Register (G.E.M.I.) on 25.10. 2022 with Registration No. 3146357, issued in accordance with the relevant announcement of the Ministry of Development and Investments (General Secretariat of Commerce, General Directorate of Market & Consumer Protection, Directorate of Companies, Department of Listed Companies, General Directorate of Market & Consumer Protection, Directorate of Companies, Department of Listed Joint Stock Companies) under Protocol No. 2748363/25.10.2022.

4.8 The above election of a new member of the Board of Directors to replace the resigning member was announced in the context of the full and substantial compliance and harmonization of the Company with the provisions and requirements of articles 5 par. 2 of Law 4706/2020 and 82 par. 1 of Law 4548/2018, at the Annual Ordinary General Meeting of 16 May 2023 and confirmed the fulfilment of the criteria of individual and collective suitability and compliance with the approved and applicable Suitability Policy of the Company. Finally, it was confirmed that there is no impediment or incompatibility of any of the provisions of the current legislative corporate governance framework, including the Greek Corporate Governance Code applied by the Company.

4.9 Subsequently, the Annual Ordinary General Meeting of the shareholders of 31.05.2024 proceeded to the appointment/election of new independent non-executive members of the Board of Directors of the Company, replacing the existing ones, for the period until the expiry of the term of office of the members of the Board of Directors, i.e. until 24 June 2026.
1) Theodoros Krintas, son of Nikolaos and
2) Georgios Sfyris, son of Dimitrios, who fully meet the requirements and criteria for independence set by the applicable legislative and regulatory framework in general (Article 9 par. 1 and 2 of Law 4706/2020), namely: (a) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's share capital; and (b) are free from any relationship of dependence with the Company or its affiliates and have no financial, business, family or other relationship, which may affect their decisions and their independent, objective and impartial judgment. The above independent non-executive members continue to meet the general requirements and criteria of independence (article 9 par. 1 and 2 of Law 4706/2020), as established by the Board of Directors of the Company, following a relevant recommendation of the EPAAY that took place prior to the publication of this document.

4.10 Finally, at its meeting held on 26.11.2025, the Company’s Board of Directors proceeded with the election of a new non-executive member of the Board of Directors, replacing the existing/departing member Ms. Pascale Valerie Herzog, daughter of Paul Robert Pierre, for the remaining term of office of the Board of Directors, i.e. until 26.06.2026, namely Ms. Evanthia Giannakouri.

4.11 Following the above election, the Company’s Board of Directors was reconstituted for the remainder of its term of office as follows:
1. Charalambos Stasinopoulos, of Panayiotis, Chairman of the Board of Directors (Executive Member).

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 58

  1. Spyridon Barmpatos, of Antonios–Ioannis, Vice Chairman of the Board of Directors (Non- Executive Member).
  2. Evangelos Angelides, of Ioannis, Chief Executive Officer (Executive Member).
  3. Aristeides Iliopoulos, of Spyridon, Member of the Board of Directors (Non-Executive Member).
  4. Evanthia Giannakouri, of Konstantinos, Member of the Board of Directors (Non-Executive Member).
  5. Georgios Sfyris, of Dimitrios, Independent Non-Executive Member.
  6. Theodoros Krintas, of Nikolaos, Independent Non-Executive Member.

4.12 In accordance with the above, the Board of Directors of the Company consists of:
• 2/7 (28.57%) executive members
• 3/7 (42.86%) non-executive members
• 2/7 (28.57%) independent non-executive members

4.13 As of 31 December 2025 as well as at the date of publication of this Report, the composition of the Board of Directors is as follows:

Full Name Capacity Last Date election/re-election End of Term of Office
Charalambos Stasinopoulos Chairman of the Board, Executive Member 24.06.2021 24.06.2026
Spyridon Barbatos Vice Chairman of the Board, Non-Executive Member 24.06.2021 24.06.2026
Evangelos Angelides Ceo Executive Member of the Board of Directors 24.06.2021 24.06.2026
Evanthia Giannakouri Non-Executive Member of the Board of Directors 26.11.2026 24.06.2026
Aristeides Iliopoulos Non-Executive Member of the Board of Directors 24.06.2021 24.06.2026
Georgios Sfyris Independent Non-Executive Member of the Board of Directors 31.05.2024 24.06.2026
Theodoros Krintas Independent Non-Executive Member of the Board of Directors 31.05.2024 24.06.2026

4.14 Regarding the proper functioning of the Board of Directors and the day-to-day management and control of the Company's activities, there is a clear division of responsibilities at management level. The duties of the Chairman of the Board of Directors and those of the CEO are performed by different persons, while in full compliance with the provision of par. 2 of article 8 of Law 4706/2020 and taking

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 59

into account the fact that the Chairman of the Board of Directors is an executive member, the Vice Chairman of the above corporate body comes from its non-executive members. In particular and in accordance with the provisions of the Company's current Internal Rules of Procedure:

4.14.1 Chairman of the Board of Directors & Chief Entrepreneur

The Chairman of the Board of Directors and Chief Entrepreneur of the Company, who is an executive member, coordinates the operation of the Board of Directors and convenes its meetings, determining the items on the agenda. The duties of the Chairman of the Board of Directors include ensuring the proper organization of his work and the effective conduct of meetings, as well as the timely and correct information of the other members of the Board of Directors, in order to ensure the legal, fair and equal treatment of the interests of all shareholders and the optimal promotion and defense of the corporate interest. The Company's Chief Entrepreneur is responsible for ensuring the business continuity of the Company and consequently of the Group, the systematic enhancement of the Company's multifaceted business activity in both the domestic and the international market, for the purpose of further development and promotion of the corporate interest, as well as the strengthening of the Company's internal value.

4.14.2 CEO

The CEO of the Company carries out management duties and ensures the fulfillment of the corporate purpose, in accordance with the applicable Greek and European legislation.He heads all the Company's Divisions, Departments and Business Units, directs their work, takes the necessary decisions within the framework of the approved business plan and corporate budget, the decisions of the competent corporate bodies, and is responsible for ensuring the smooth, orderly and effective operation of the Company. Among the main responsibilities of the CEO are the following:
• designing the Company's strategy and supervising its implementation;
• he specification of the Company's objectives and policy, including the examination of alternative actions;
• deciding on proposals and supervising their implementation; and
• evaluating the results and informing the Board of Directors of the actions taken.

4.14.3 Vice-Chairman of the Board of Directors

The Vice-Chairman of the Board of Directors (non-executive member of the Board of Directors) presides over the Chairman's evaluation carried out by the members of the Board of Directors and must be present at the General Meetings of the Company's shareholders insofar as the items on the agenda under discussion concern corporate governance issues.

4.14.4 Corporate Secretary

According to the Greek Corporate Governance Code, it is a supporting body of the Board of Directors. It is appointed and dismissed by the Board of Directors and supports the Chairman and the other members.

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 60

4.15 Bios of Profile's Board of Directors and key executives

4.15.1 The brief bios of the members of the Board of Directors are as follows:

Charalambos P. Stasinopoulos
Chairman, President & Chief Entrepreneur (Executive Member)
As the Chairman of the Board of Directors and founder of Profile Software, Mr. Charalambos Stasinopoulos has been leading the Company from the position of Chief Entrepreneur, contributing to its development with his extensive experience in the field. From the Company's foundation until the end of 2020, he held the position of CEO. Born in Chora Messinia in 1962, he studied Computer Science and Business Administration before founding Profile Software in 1990. Mr. Stasinopoulos constantly invests in enriching his knowledge and further developing his expertise not only through his active involvement in the Company, but also by attending seminars at leading educational institutions and participating in relevant conferences in Greece and abroad.

Spyridon A. Barbatos
Vice Chairman of the Board of Directors (Non-Executive Member)
Mr. Spyridon Barbatos is the company’s Vice-Chairman. He was born in 1958 and studied Economics at Athens University of Economics and Business. Ηe has been working in the IT sector since 1986. In 1990 he joined Profile Software and has been a member of its Top Management team from 1999 until now. Mr. Barbatos was CEO of the subsidiary company BeCom before its merger & acquisition by Profile Software.

Evangelos I. Angelides
Chief Executive Officer (Executive Member)
Mr. Evangelos Angelides is the CEO of Profile Software and President of BoD at Centevo. He was born in 1971 and holds a BA in Economics from the American College of Greece (Deree), an MSc in Money, Banking and Finance from the University of Birmingham and an Advanced Management Program certificate from Harvard Business School. He is a certified public accountant in the UK and holds the title of FCCA. He has more than 24 years of experience in managing financial operations with listed, private, regional and international companies, in the sectors of Software, IT, Services, Telecoms, Manufacturing and Logistics. He has been part of Profile Software since 2014, where he held key positions such as Group CFO & COO until 2020 and CEO of the French subsidiary of the Login SA group.

Evanthia K. Giannakouri
Non-Executive Member of the Board of Directors
Ms. Evanthia Giannakouri is a graduate of the Law School of the National and Kapodistrian University of Athens. She also holds a postgraduate degree in Business Administration (Professional MBA) from ALBA Graduate Business School. She has substantial professional experience, having been actively involved in business management, having undertaken critical roles, designing and implementing new business models, and introducing innovative technologies in both the production sector and the field of accounting and financial monitoring. Through the multiple leadership positions and roles she has held throughout her professional career, she has structured and developed several corporate departments (indicatively marketing, human resources and sales). In addition, she has been responsible for matters

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 61
relating to legal compliance, as well as for financial and investment planning, in the companies in which she has held management roles.

Aristeides S. Iliopoulos
Non-Executive Member of the Board of Directors
Mr. Iliopoulos is member of the Board of Directors and Group Solutions Director. He was born in 1978 and studied Business Administration at the University of Piraeus. He has been working at Profile Software since 2000 and has been a valuable and active member and successful manager of numerous large scale Financial Services projects.

Dr. Theodoros Krintas
Independent Non-Executive Member of the Board of Directors
Dr. Krintas holds a degree in Marketing and Finance from ASOEE. He holds a master’s degree in business administration with a specialization in Marketing and Finance from ASOEE and a PhD in behavioral economics from the University of Thessaly. He is also a Visiting Professor at the Athens University of Economics and Business and Excelia Business School in France. At the same time, he is certified by Columbia Business School in digital business strategy and a founding member of AI Catalyst. He has worked as a senior executive in the investment and technology sectors for the last 30 years, having managed more than $1.7 billion. in stocks and bonds internationally. He is also the Founder and CEO of Koubaras Ltd, where he has led or contributed to many mergers and acquisitions.

Georgios Sfyris
Independent Non-Executive Member of the Board of Directors
Mr. Georgios Sfyris is a graduate of the Law Department of the National and Kapodistrian University of Athens. He holds a Master's degree in Corporate Law with a specialization in International Commercial Law, International Commercial Arbitration and International Maritime Law as well as a Master's degree in Business Administration from the Surrey European Management School. He also has professional training in Tax Law at the Athens University of Economics and Business. He is an accredited Mediator by the Ministry of Justice in civil and commercial disputes, while he has completed specialized training in the field of Intellectual Property through the Vocational Training Center of the National and Kapodistrian University of Athens. He is an accredited Data Protection Officer and Lead Auditor holding the certification of TUV Nord ISO/IEC 27001:2022. He has attended numerous seminars on issues of commercial law in general and has participated in several legal committees, including the Standing Committee of Experts of the General Directorate of State Procurement of the General Secretariat of Trade of the Ministry of Development. He has many years of experience (30 years) in individual and team work for the provision of high quality legal services, and has assisted a variety of Companies in their activity.

4.16 The Company's senior managers are the following:

1) Charalambos Stasinopoulos, Chairman of the Board of Directors and Chief Entrepreneur
2) Evangelos Angelides, CEO of the Company and
3) Aristeides Iliopoulos, Group Solutions Director

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 62

Since the above persons also hold the position of Member of the Board of Directors, their brief biographies have already been provided above.

4.17 Professional commitments of members of the Board of Directors

According to the statements of the members of the Board of Directors, the following other professional commitments have been disclosed to the Company, including significant non-executive commitments to companies and non-profit organizations:

BoD member Professional commitment
Charalambos Stasinopoulos • Chairman of the Board & CEO of Global Soft S.A.
• Director of Profile Systems & Software (Cyprus) Ltd
• Chairman of the Board & Director of Profile Software (UK) Limited
• Chairman of the Board of Profile Digital Services S.A.
• Director of Latover Holding Ltd
• President Supervisory Board of Login S.A.
• Chairman of the Board & CEO of Profile Technologies S.A.
• Legal Representative of Profile Systems & Software (Cyprus) Ltd (DMCC Branch)
Spyridon Barbatos • Vice Chairman of the Board of Directors & Deputy Chief Executive Officer of Global Soft S.A.
• Member of the Board of Directors of Profile Digital Services S.A.
• Member of the Board of Directors of Profile Technologies S.A.
Evangelos Angelides • Member of the Board of Directors of Profile Technologies S.A.
• Director of Profile Systems & Software (Cyprus) Ltd (DMCC Branch)
• Managing Director of Login S.A.
• President of Centevo AB
Aristeides Iliopoulos • Director of Profile UK
• Member of the Supervisory Board of Centevo AB

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 63

BoD member Professional commitment
Theodoros Krintas • Managing Director of Koubaras LTD
• Legal Representative of the Koubaras LTD branch Greece branch
• Non-Executive Member of the Board of Directors of Intersalonika S.A.
• Non-Executive Member of the Board of Directors of Intersalonika S.A.

4.18 Board Suitability Policy

4.18.1

Since the Board of Directors is the senior management body of the Company, which is responsible for drawing up the Company's strategy, orientation and business plan, defending the general corporate interest and enhancing its long-term economic value, it is absolutely necessary for its composition to reflect the knowledge, skills and experience necessary for the exercise of its responsibilities, in accordance with the Company's business model and strategy, its size, structure, activities and operating environment, the complexity of its functions and its particular institutional role and character.

4.18.2

The Annual General Meeting of the shareholders of June 24, 2021 approved the Appropriateness Policy drawn up by the Management, which aims to ensure the quality and appropriate staffing, the smooth operation and the effective fulfillment of the role of the Board of Directors, as the Company's collective body, in order to promote the corporate purpose and defend the corporate interest. The Suitability Policy has been designed in a clear and defined manner and includes both the principles governing the selection, replacement and/or renewal of the term of office of the members of the Board of Directors, as well as the criteria for assessing their suitability, including criteria that ensure to a satisfactory degree the diversity of the composition of the Board of Directors, as well as the criteria and the procedure for the selection of the members of the Board of Directors, in compliance with the gender balance requirements for the Board of Directors, as provided for in articles 3A and 3B of Law 4706/2020, in accordance with the applicable legislation, and are in line with the operational organisation of the Company and in particular its highly extroverted nature and the Group in general, taking into account that its activities extend, apart from the European market, to international markets in which the Group has achieved a significant degree of penetration and creation of a competitive position.

4.18.3

In accordance with the approved and applicable Suitability Policy, both when electing new members of the Board of Directors, as well as in case of replacement or replacement or renewal of the Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 64 term of office of existing members, the Remuneration and Nomination Committee takes into account the criteria related to individual and collective suitability always in the light of the corporate values, strategy and the general business model that the Company has adopted and applies.

I. Individual suitability
In particular, individual suitability is assessed on the basis of the following criteria:

(a) Adequacy of knowledge and skills
The members of the Board of Directors, in order to be able to perform their duties, must have appropriate and sufficient educational background, the necessary theoretical knowledge and training, as well as previous, relevant to the Company's activities, practical/professional experience. For the judgment of practical experience, the following are in particular:
• their former professional position,
• their current employment,
• the time and type of their service,
• the requirements and responsibilities of the positions they assumed (especially for the executive members, this is a decisive criterion)
• the scope and size of the companies in which they have been employed or managed,
• the degree of complexity of their specific duties,
• the responsibilities that they have assumed on a case-by-case basis in the context of their previous experience,
• participation in group collaborations, the number of their subordinates,
• the specific object of the professional/business activity they have exercised, etc.

For the assessment of theoretical knowledge, the following are in particular:
• the level and type of education,
• their field of study,
• their area of specialization,
• their academic performance, etc.

The above criteria are in any case taken into account in relation to the related or not to the scope of activity of the Company and the Group, while the requirements of the business strategy of the Company and the other Group companies, as well as the specific market conditions in which the Company and the Group in general operates and is addressed should be taken into account. The assessment is not limited to the academic qualifications of the candidate/member or the existence of a specific length of service, but it is judged on his actual experience and his training and generally on all his skills and abilities. Decisive criteria are, in particular:
• the duties associated with the position on the Board of Directors and the skills they require (hard and soft skills), Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 65
• adequate knowledge and understanding of the activities and complexity of the business model of the Company and the Group in general, especially in light of the specific and demanding nature of the corporate activities;
• adequate knowledge and understanding of the legislative framework and the Corporate Governance Code applied by the Company;
• an in-depth understanding of the specific responsibilities and individual tasks and requirements of the position,
• an understanding of the structure and operation of the Company and the Group, and
• the general professional behavior and development of the member of the Board of Directors.

(b) Guarantees of morality and reputation
The members of the Board of Directors must be reliable, of good repute and morality, honest and intact and presumed to be so, when there are no objective and proven reasons to indicate a lack of honesty and good reputation such as, but not limited to, final administrative and judicial decisions, especially for offences related to the membership of the Board of Directors, non-compliance with the legislation of the Hellenic Capital Market Commission or the commission of financial crimes. In order to assess whether or not the above guarantees exist, the Company may request relevant information and supporting documents, subject to the applicable personal data protection legislation. For the formulation of its decision, the Company takes into account in particular:
• the relevance of any violations to the role of the member;
• their severity,
• the circumstances under which they were committed (as well as any mitigating circumstances);
• the specific role of the offender,
• the penalty imposed, the stage at which the relevant legal procedure has been reached and any remedial measures;
• the time that elapses from the offense,
• the behaviour of the person being assessed after the infringement,
• if there is a decision by a competent authority by which the assessee is excluded from exercising his duties as a member of the Board of Directors.

(c) Conflict of interest
In accordance with the Conflict of Interest Prevention and Response Procedure adopted by the Company, a conflict of interest is defined as any actual or potential situation (professional, personal or other situation or relationship) in which the private interests of the obligated person may conflict with the interests of the Company or may affect the ability of the obligated person to assess a situation or judgement of the obligated person in order to make a decision in an independent, impartial and corporate interest manner and which has the potential to jeopardize the interests of the Company. The members of the Board of Directors must strictly follow and apply the framework of policies, mechanisms and procedures for the purpose of prevention, recognition and effective treatment and Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 66 management of conflicts of interest, in accordance with the specific provisions of the aforementioned Procedure, on the one hand, and the Company's Rules of Procedure, on the other.

(d) Independence of judgment
The members of the Board of Directors must act with independent judgement and objectivity, which is not only ensured by the absence of conflict of interest and the fulfilment of the conditions of independence in accordance with the applicable legal provisions, but requires the active participation of the members in the meetings of the Board of Directors and the expression of independent and objective judgements. A person shall be considered objective and independent of judgement where:
• discusses, decides and votes as he believes and his whole attitude to the Board of Directors is impartial,
• does not compromise on its quality,
• makes sure that there are no conditions that prevent it from being objective,
• has courage, conviction, fortitude and critical thinking,
• substantially evaluates and questions the positions of the other members of the Board,
• formulates and supports his personal opinion,
• asks reasonable questions to the other members of the Board of Directors, especially the executives, and criticizes these positions;
• resists the phenomenon of "groupthinking".

(e) Adequate time allocation
The members of the Management Board, in particular the executive ones, must devote themselves adequately to their role and in any case have the necessary time for the proper and effective performance of the duties associated with their position.The time is assessed as adequate in particular in the light of:
• the capacity and the specific responsibilities and duties of the member,
• any participation in Committees of the Board of Directors,
• any holding by him of a position on the boards of directors of other legal entities and the responsibilities arising from that position;
• of his other professional obligations,
• personal commitments, age, special personal circumstances.

The Company provides the prospective members of the Board of Directors with information on the expected time for the proper performance of their duties, both for the meetings of the Board of Directors and for the meetings of its individual Committees, if they are members.

II. Collective eligibility

The Board of Directors, in its capacity as a collegiate body, must be able to:

(a) take appropriate decisions taking into account the business strategy, the development business model, the extent of the risks assumed, as well as the specific conditions prevailing in each market (domestic, European and international) in which the corporate activities are developed; and

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 67

(b) monitor in a meaningful manner the decisions of senior management and to exercise constructive and substantial criticism of them in the context of the promotion of the corporate interest.

In the context of the above dual mission, the Board of Directors must have a sufficient number of members, who collectively have the necessary knowledge and experience in every area related to collective responsibility, in order for the Company's management body to exercise de facto effective management, supervision and supervision of corporate affairs. All members of the Board of Directors must have a sufficient understanding of the areas for which there is collective responsibility, and in particular fully understand:
• the business planning, structure, organization and operation of the Company,
• the main risks faced by the Company in the exercise of its business activity,
• the applicable financial reporting and reporting framework;
• the generally applicable legislative, regulatory and regulatory framework,
• Corporate governance, social responsibility and environmental protection issues
• the impact of technology on the corporate object, especially given the Company's specific activity in the ever-changing IT industry and to be able to identify, evaluate and deal with risks, business, financial or other.

III. Diversity criteria

The Suitability Policy, which has been adopted and implemented by the Company in the context of the promotion of an effective model of corporate governance, promotes the diversity criteria during the selection process of the members of the Board of Directors, so that the corporate body is composed of a multi-member group based on a sufficient percentage of differentiation. The adoption of diversity criteria and the assessment of the specific qualifications and experience of each member relates in particular to:

(a) the avoidance of obsolete and anachronistic social stereotypes regarding the assessment of the suitability of members;
(b) promoting different views within the institution with a view to making it more effective in decision- making, and
(c) seeking to integrate innovative approaches and ideas into the decision-making process.

More specifically, the main criteria for the intended diversity of the composition of the Board of Directors are as follows:
• the minimum percentage (25% of all members) representation by gender;
• prohibiting the exclusion of a candidate or active member of the Board of Directors on the basis of a different gender, race, color, ethnic or social origin, religion or belief, property, birth, disability, age or sexual orientation.

The members of the current Board of Directors cover a wide age range (between 44 and 64 years old), combine dynamics and experience, distinguish themselves for their character's ethos, reputation, reliability and integrity, have worked in senior positions and have served as senior executives of important companies and organizations, thus having a rich experience in the business sector and being

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 68

able to contribute actively and substantially to the Group's growth prospects in its geographical areas of activity. The present composition of the Board of Directors increases the pool of skills, experience and vision available to the Company, at the level of senior executives, thus contributing to the further enhancement of its productivity, competitiveness and innovation.

4.18.4

The full text of the Suitability Policy of the members of the Board of Directors is available on the website of https://www.profilesw.com Company.

4.19 Remuneration of members of the Board of Directors

4.19.1

An essential prerequisite for long-term growth and for ensuring the Company's and the Group's stable presence in the market in which it operates is the harmonisation and alignment of the remuneration of the members of the Board of Directors with the Company's profitability, capital adequacy, competitiveness and sustainable development. In this context, the Company has established, maintains and applies basic principles and rules regarding the remuneration of the members of the Board of Directors (hereinafter referred to as the "Remuneration Policy") which contribute to the maintenance of the competitiveness of the Company and the avoidance of excessive risks, due to the payment of excessive remuneration, which is not in line with the prevailing economic conditions and the wider financial environment. The purpose of the "Remuneration Policy" is to increase corporate value by attracting and retaining the most competent, appropriate and experienced employees, who achieve the goals set by the Management and contribute to the promotion of corporate goals, interests and activities in the best possible way.

4.19.2

In particular, the Remuneration Policy aims to achieve the following aims and objectives:
• maximizing efficiency,
• attracting and retaining competent executives with high theoretical training, long-term professional experience and effectiveness in the performance of their duties;
• aligning remuneration with profitability, risks, capital adequacy and sustainable growth;
• compliance with the applicable legislative and regulatory framework,
• internal transparency.

4.19.3

The Company's current Remuneration Policy was approved, in accordance with the provisions of article 110 of Law 4548/2018, by the Annual Ordinary General Meeting of Shareholders on 31 May 2024, was registered in the General Commercial Register on 25.06.2024 and its validity period is four (4) years, unless the General Meeting decides to amend it during this period. The full text of the Remuneration Policy is available on the website of https://www.profilesw.com Company. The Remuneration Policy applies to all members of the Board of Directors (executive and non-executive, with the necessary differentiations), as well as to senior management officers (Directors, Directors and Heads of Unit) (hereinafter collectively referred to as "Managers").

4.19.4

In accordance with the provisions of the Company's Remuneration Policy in force, the executive and non-executive members of the Board of Directors shall be paid:
(a) fixed remuneration;
(b) variable remuneration;

Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 69

(c) fixed monthly allowance (for participation in the meetings of the Board of Directors),
(d) other benefits and
(e) participation in the Company's share disposal programs.

4.19.4.1

Fixed remuneration of the executive and non-executive members of the Board of Directors (executive and non-executive) is related to a paid relationship (such as an employment contract, a project, a mandate, a service), which these members maintain with the Company or its affiliates, the nature of which is determined on a case-by-case basis and approved by the competent corporate bodies of the Company or its affiliates.

4.19.4.2

Variable remuneration may be paid to executive and non-executive members of the Board of Directors who maintain a paid relationship or undertake duties and responsibilities related to the day- to-day operation and organisation of the Company and its subsidiaries, as well as to the Executive Chairman and the Executive Vice Chairman of the Board of Directors, regardless of the nature of their duties and responsibilities. Variable remuneration depends on the Group's performance and in particular on the annual operating results of its companies. Variable remuneration aims to provide sufficient incentives to maintain and continuously improve the Group's sizes and operating profitability. Deferral of variable remuneration shall only be allowed where it is linked to the achievement of long- term objectives. Payment of variable remuneration shall not be sought or recovered. Variable remuneration is related to the Group's performance and in particular to the annual organic results of its companies. Variable remuneration is intended to provide adequate incentives to maintain and continuously improve the Group's size and organic profitability. Deferral of payment of variable remuneration is allowed only when it is linked to the achievement of long-term objectives. Payment of variable remuneration is not sought or recovered. The variable remuneration of the executive and non-executive members of the Board of Directors is related to both the individual performance and the course of the Company and the Group.Indicative criteria on the basis of which the amount of variable remuneration may be calculated are as follows:
• personal objectives which may vary according to the position being assessed, which are agreed before the start of the assessment period (in this case, the effectiveness and commitment of the person being assessed to the agreed objectives are assessed);
• operating profit for the year,
• business initiative,
• Personal Characteristics, Leadership Skills, Team Inspiration Effective
• organization and planning of work, taking initiatives, finding
• effective and/or innovative solutions, immediate crisis management, etc.

The Company is entitled at any time to determine further criteria for the granting of variable remuneration.

4.19.4.3 A fixed monthly allowance (for participation in the meetings of the Board of Directors) may be paid to the executive and non-executive members of the Board of Directors for their participation in the Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 70 meetings of the Board of Directors. The above fixed allowances are approved by the Annual Ordinary General Meeting.

4.19.4.4 Other benefits mean the non-monetary benefits provided to the executive and non-executive members of the Board of Directors in order to facilitate the proper fulfillment of their duties (e.g. mobile phone, car, hospitality costs, etc.) based on the approval of the competent corporate bodies (CEO).

4.19.4.5 Participation in share disposal programs may be provided to the executive and non-executive members of the Board of Directors on the basis of the procedure provided for in Article 113 of Law 4548/2018, following the relevant recommendation of the Board of Directors.

4.19.4.6 In addition, the Company may, following a decision of the Annual General Meeting of Shareholders, apply to other members of the Board of Directors a program for the granting of variable remuneration of any kind, retirement benefit programs or share disposal programs of the Company.

4.19.5 According to the specific provisions of the Company's current Remuneration Policy, independent non-executive members of the Board of Directors may receive compensation for their participation in the meetings of the Board of Directors, which is approved by a special decision of the Ordinary General Meeting. The above compensation is paid in cash and is subject to the legal deductions according to the applicable tax and insurance legislation. Independent non-executive members of the Board of Directors are included in the executive liability insurance coverage (D&O insurance program). Independent non-executive members of the Board of Directors are obliged, as a condition for the due payment of their remuneration and allowances, to provide the Company with any documentation requested to substantiate their compliance with the statutory criteria governing their designation as independent members. Independent non-executive members shall not participate in any bonus or long-term incentive scheme and shall not be granted bonus, share options or performance-related compensation.

4.19.6 In accordance with the provisions of the Company's Remuneration Policy in force, the Company's Directors are paid: (a) fixed remuneration; and (b) variable remuneration; (c) participation in programmes for the disposal of shares of the Company; and (d) voluntary benefits.

4.19.6.1 In shaping the remuneration system of Directors, particular emphasis is placed on the adoption of the necessary principles, in order to take into account, on the one hand, the knowledge and performance of human resources, the weight, the scope of responsibility, the responsibilities and the functional requirements of the job, the wage conditions in the wider labour market, the climate that keeps in the domestic economy, and, on the other hand, the promotion of the Company's and the Group's business goals, as well as the strengthening and maximization of their long-term economic Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) 71 value. The Company and the Group apply a remuneration framework that varies according to the hierarchical level, the position of responsibility and risk management.

4.19.6.2 Fixed remuneration shall be paid in cash and shall constitute the significantly higher proportion of the total remuneration paid to the Directors. Fixed remuneration must be competitive in order to be able to attract and retain persons who have the appropriate and appropriate abilities, skills, experiences and behaviors needed by the Company and the Group. At the same time as assessing the gravity of the post, the academic background and the previous experience of the employee are taken into account in order to determine the level of fixed remuneration. Higher remuneration is provided for specialized roles that are of major importance for the operation and development of the Company and/or the Group or constitute cases of outstanding experience and performance.

4.19.6.3 Variable remuneration is a voluntary bonus linked to a system for evaluating the performance of Directors and to the results of the Company. They aim to reward the efforts of the Directors and to enhance their efficiency and are directly dependent on their performance and their contribution to the Company's overall long-term development. The performance of the Directors shall be rewarded on the basis of predetermined measurable quantitative and qualitative criteria, both in the short and long term. Variable remuneration is related both to the individual performance and to the course of the Company and the Group. Indicative criteria on the basis of which the amount of variable remuneration may be calculated are:
• personal objectives, which may vary depending on the position being evaluated and the expectations of the management, which are agreed before the start of the evaluation period (in this case, the effectiveness and commitment of the person being evaluated to the agreed objectives are assessed);
• new sales for the year and/or increase in turnover for the year,
• operating profit for the year,
• business initiative,
• Personal characteristics, leadership skills, team inspiration, effective organization and planning of tasks, undertaking initiatives, finding effective and/or innovative solutions, immediate crisis management, etc.

The Company is entitled at any time to determine further criteria for the granting of variable remuneration.

4.19.6.4 Participation in stock option plans may be provided to the Directors on the basis of the procedure provided for in article 113 of Law 4548/2018, upon the relevant recommendation of the Board of Directors.

4.19.6.5 Voluntary benefits to Managers include:
• Use of a company car
• Travel-performance expenses
• mobile telephony plans Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)
• Liability insurance coverage for Executives (D&O insurance program).
• Meal vouchers
• Group life and health insurance policy
• Pension benefit schemes

4.19.7 For the financial year 2025 (01.01.2025-31.12.2025) the following salaries were paid to the members of the Board of Directors:

Name Year Fixed Remuneration Variable Remuneration Total Remuneration Ratio of fixed and variable remuneration Board member position Annual Remuneration Facilities Yield in year Yield in Basic Earnings for participation in Committees Stock Options subsequent years
Executive Members of the Board of Directors 2025 82,331 - 361,442 1,487,769 - 1,931,542 22.98%/77.02% - - -
Non-Executive Members of the Board of Directors 2025 125,541 5,000 61,880 37,000 - 229,421 83.87%/16.13% - - -

Note 1: the Annual Ordinary General Meeting of shareholders on May 29, 2025 approved as annual gross remuneration for the personal work and services in general of the following members of the Board of Directors of the Company, which (work) is provided on the basis of contracts approved by the competent corporate bodies (work/work/service/paid mandate) the following amounts of money for the fiscal year 2025 (01.01.2025-31.12.2025) and in particular:
1. Charalambos Stasinopoulos Up to the amount of 1,400,000.00 Euros per year
2. Spyridon Barbatos Up to the amount of 40,000.00 Euro per year
3. Evangelos Angelides Up to the amount of 210,000.00 Euro per year
4. Aristeides Iliopoulos Up to the amount of 140,000.00 Euro per year
5.Pascale Valerie Hertzog Up to the amount of 110,000.00 Euros per year

The above amounts are on the one hand in line with the principles and rules of the approved and applicable Remuneration Policy, and on the other hand are in line with the increased involvement and the enhanced role that the members of the Board of Directors are required to play in the context of the new provisions on corporate governance.

Note 2: the Remuneration Report of the members of the Board of Directors for the financial year 2025 (01.01.2025-31.12.2025) is to be posted on the Company's website (https://www.profilesw.com), immediately after its submission for discussion at the Annual Ordinary General Meeting of shareholders.72 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

4.19.8 Number of shares of members of the Board of Directors and senior management as at 31.12.2025

Name Position/Capacity Number of shares
Charalambos Stasinopoulos Chairman Board Executive Member 6,681,472
Spyridon Barbatos Vice-Chairman Board Non-Executive Member 569,742
Evangelos Angelides CEO Board Executive Member 410,000
Evanthia Giannakouri Non-Executive Member of the Board of Directors -
Aristeides Iliopoulos Non-Executive Member of the Board of Directors 10,000
Theodoros Krintas Independent Non-Executive Member of the Board of Directors -
Georgios Sfyris Independent Non-Executive Member of the Board of Directors -
Latover Holdings Limited* - 3,543,660

*Note: Latover Holdings Limited is a 100% owned company owned by Mr. Charalambos Stasinopoulos, Chairman of the Board of Directors.

PART B - COMMITTEES

I. Audit Committee

1.1 Election and term of office of the Audit Committee

The Annual Ordinary General Meeting of shareholders of 24 June 2021 decided to elect a three-member Audit Committee, in accordance with the provisions of article 44 of Law 4449/2017, as in force after its amendment by article 74 of Law 4706/2021, which constitutes a Committee of the Board of Directors, consists of two (2) independent non-executive members of the Board of Directors and one (1) non-executive member of the Board of Directors and whose term of office is five years; which expires on 24 June 2026, extended until the expiry of the deadline within which the next Ordinary General Meeting must be convened, but in no case may it exceed six years.

1.2 Members of the Audit Committee

1.2.1 In particular, the following persons were elected as members of the Audit Committee:

1) Emmanuel Tsiritakis son of Dimitrios, Independent Non-Executive Member of the Board of Directors
2) Antonios Roussos, son of Antoniou, Independent Non-Executive Member of the Board of Directors
3) Aristeides Iliopoulos son of Spyridon, Non-Executive Member of the Board of Directors.

Subsequently, the Audit Committee, during its meeting of 28 June 2021, elected, among its members, Mr. Emmanuel Tsiritakis son of Dimitrios.

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1.2.1.2

Subsequently, the Annual Ordinary General Meeting of the shareholders of 31.05.2024, following the appointment/election of new Independent Non-Executive Members of the Board of Directors, proceeded to the appointment of Mr. Theodoros Krintas, son of Nikolaos and Mr. Georgios Sfyris, son of Dimitrios, independent non-executive members of the Board of Directors, as new members of the Company's Audit Committee, to replace the outgoing members Mr. Antonios Roussos and Mr. Emmanuel Tsiritakis. Subsequently, the Audit Committee, during its meeting on June 6, 2024, proceeded to the formation of a body and the election of Mr. Theodoros Krintas as its Chairman.

1.2.2

In order to provide full, adequate and appropriate information to shareholders and the investing public in general, the biographies of the members of the Audit Committee are posted on the Company's website (https:// www.profilesw.com ).

1.2.3

The members of the Audit Committee meet all the criteria and conditions set by the provisions of the current legislative and regulatory framework in general, namely: (a) are in their majority independent of the audited entity, in accordance with the provisions of par. 1 and 2 of article 9 of Law 4706/2020 and in particular: (i) do not directly or indirectly hold a percentage of voting rights greater than 0.5% of the Company's share capital, and (ii) are exempt from any relationship of dependency, as specified in par. 2 of article 9 of Law 4706/2020, with the Company or persons affiliated with it and do not maintain any financial, business, family or other relationship that may affect their decisions and their objective, independent and impartial judgment. (b) have a sufficient knowledge of the sector in which the entity operates, and (c) at least one member of the Commission who is independent of the audited entity, possesses sufficient knowledge and experience in auditing or accounting and is required to attend the meetings of the Commission relating to the approval of the financial statements.

1.3 Operation of the Control Committee

1.3.1

The Audit Committee has an Operating Regulation, which was approved by the Company's Board of Directors at its meeting on July 14, 2021. The Regulation records, inter alia, the responsibilities, duties and obligations of the members of the Committee and is posted on the Company's website (https://www.profilesw.com), in accordance with the explicit legislative requirement of article 10 par. 4 of l. 4706/2020.

1.3.2

In accordance with the Audit Committee's Rules of Procedure in force and taking into account the size, business model and extent of the Company's activities, the Audit Committee meets at regular intervals and extraordinarily when deemed necessary. In any case, the Audit Committee meets at least four (4) times a year, while at least two (2) times a year it meets the Company's statutory Auditor, without the presence of the members of the Management.

1.3.3

The Audit Committee is convened by its Chairman by an invitation notified in any appropriate way to its other members, at least two (2) days before the meeting. The invitation must include at least the date, time and items on the agenda clearly, otherwise decisions may be taken only if all the members of

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the Commission are present and no-one objects to the holding of the meeting and to the decision making.

1.3.4

All its members participate in the meetings of the Audit Committee in person.

1.3.5

The Audit Committee has the discretion to invite, where appropriate or appropriate, key management personnel involved in the governance of the Company, including the CEO, CFO, COO and the head of the Internal Audit Unit, to attend specific meetings or specific items on the agenda and to provide any necessary clarification or explanation.

1.3.6

The meetings of the Audit Committee may also be held by teleconference, in respect of some and/or all of its members, using any relevant electronic or digital platform. In this case, the invitation to the members of the Audit Committee includes the necessary information and technical instructions for their participation in the meeting. In any case, any member of the Audit Committee may demand that the meeting be held by teleconference in this regard, if there is an important reason, in particular illness or disability.

1.3.7

The Audit Committee's decisions are validly made by an absolute majority of its members. In the event of a tie, the vote of the President of the Commission (casting vote) shall prevail.

1.3.8

The discussions and decisions of the Audit Committee are recorded in minutes, which are signed by the members present, in accordance with Article 93 of l. 4548/2018. The minutes are available to all members of the Audit Committee and the Board of Directors.

1.3.9

The Committee may elect a Secretary to keep the minutes of its meetings and generally to support its work.

1.4 Responsibilities of the Audit Committee

In accordance with the provisions of article 44 of Law 4449/2017, as in force, the responsibilities of the Audit Committee include the following:
(a) Informs the Company's Board of Directors of the outcome of the audit and explains how the audit has contributed to the integrity of the financial information and what the role of the audit committee was in that process;
(b) monitors the financial information process and makes recommendations or proposals to ensure its integrity;
(c) monitor the effectiveness of the entity's internal control, quality assurance and risk management systems and, where appropriate, its internal audit department with regard to the audited entity's financial information, without prejudice to that entity's independence;
(d) monitor the statutory audit of the annual and consolidated financial statements and in particular its performance;
(e) supervises and monitors the independence of chartered accountants or audit firms in accordance with Articles 21, 22, 23, 26 and 27, and Article 6 of Regulation (EU) No 537/2014; and in particular the adequacy of the provision of non-audit services to the audited entity in accordance with Article 5 of Regulation (EU) no. 537/2014,

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(f) is responsible for the selection process of certified public accountants or audit firms and proposes the chartered accountants or audit firms to be appointed,
(g) submit an annual activity report to the Annual General Meeting of the Company's shareholders.

1.5 Number of Audit Committee meetings

1.5.1

During the financial year 2025 (01.01.2025-31.12.2025) the Audit Committee met seven (7) times with the participation of all its members and all its decisions were taken unanimously. During each meeting, the examination of all the items on the agenda was completed, after the required information notes and relevant contributions had been distributed, and the competent executives, the Chartered Auditors and other persons had been invited to participate, as the case may be, in order to provide any necessary clarifications and/or explanations.1.5.2 It is clarified that the Certified Auditor-Accountant of the Company, who carries out the audit of the annual and half-yearly (interim) financial statements, does not provide any other non-audit services to the Company nor is it connected with any other relationship with the Company in order to comply with the provisions of Law 4449/2017, as currently in force, and thus ensure its objectivity, impartiality, integrity and independence, with the exception of the assurance services relating to the conduct of the special tax audit required in accordance with the provisions of Article 65A of Law 4174/2013, as a result of which the "Annual Tax Certificate" is issued.

1.6 Audit Committee Proceedings

The issues that concerned the Audit Committee during the financial year 2025 (01.01.2025-31.12.2025) were the following:

1.6.1 Financial reporting procedure – Statutory Audit

In the area of external control and the financial reporting process, the Commission has taken the following steps:

(a) was informed by the Chief Financial Officer of the Financial Statements of the Company and the Group for the financial year ended 31 December 2024 and of the main issues that concerned the Financial Department at the time of preparation of the financial statements;

(b) has been informed of the accounting principles and policies applied in the preparation of the financial statements, as well as of the consolidation basis and measurement methods used for the assets and liabilities included in the financial statements;

(c) reviewed the financial statements of the Company and the Group for the financial year 2024 (01.01.2024-31.12.2024) prior to their approval by the Board of Directors and evaluated them for their accuracy and completeness;

(d) ascertained the compliance of the financial statements with the legally required content and framework for their preparation and recommended their approval;

(e) informed the Board of Directors of the issues arising from the conduct of the statutory audit, the contribution of statutory audit to the quality and integrity of financial reporting and the role of the Audit Committee in this process;

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(f) has verified compliance with the rules on the disclosure of financial statements, as well as the possibility of immediate, continuous and free access to them;

(g) was informed by the Statutory Auditor-Accountant about the most important issues of the audit for the financial year 2024, the risks assessed as the most significant and how to deal with them and took note of the final draft of the Audit Report for the financial year ended 31 December 2024,

(h) has taken note of the supplementary report of the Statutory Auditors - Accountants provided for by Article 11 of the European Union Regulation (EU) 537/2014 on the financial statements of the Company and the Group;

(i) submitted a proposal to the Annual Ordinary General Meeting of the shareholders of its Company for the election of the Audit Firm under the name "MAZARS CERTIFIED AUDITORS ACCOUNTANTS BUSINESS CONSULTANTS S.A.", for the conduct of the mandatory audit of the annual and half-yearly (corporate and consolidated) financial statements for the financial year 2025,

(j) was informed by the Certified Auditor - Accountant regarding the procedure and methodology that will be followed during the audit of the half-yearly and annual financial statements for the financial year 2025, the design and timing of its audit, as well as the audit procedures that will be followed;

(k) confirmed the impartiality, objectivity, independence and integrity of the external auditors in accordance with the Code of Professional Conduct of the International Federation of Accountants, Regulation (EU) 537/2014 and Law 4449/2017, as currently in force, as well as the non-provision of any external direction, instruction, suggestion or recommendation by the Company's Management;

(l) was informed by the Statutory Auditor-Accountant about the audit approach of the review of the interim financial statements for the first half of the financial year 2025 and discussed the main issues that concerned the Auditor during his audit;

(m) supervised the proper and timely disclosure to the investment public of corporate announcements relating to financial information;

(n) was informed about the framework and the obligation to submit the Financial Statements for the fiscal year 2025 in XHTML format in accordance with the principles and provisions of the ESEF Regulation.

1.6.2 Internal Audit

(a) evaluated the staffing, organizational structure and operation of the Internal Audit Unit, for the purpose of identifying any weaknesses,

(b) was informed of the annual audit programme of the Internal Audit Unit prior to its implementation, carried out its evaluation and found that it will take into account the Company's main business and financial risk areas,

(c) assessed the work, competence and effectiveness of the Internal Audit Unit, without however affecting in any way its independence,

(d) reviewed the disclosed information regarding the internal audit and the Company's main risks and uncertainties in relation to the financial information;

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(e) had meetings with the Head of the Internal Audit Unit to discuss matters within his competence, as well as any problems that may arise during the internal audit process, and in particular to ensure the smooth implementation of the internal audit process,

(f) took note of the Internal Audit Unit's Reports and reviewed and evaluated the methods used to identify, monitor and address the main risks and to disclose/disclose them in the financial statements in an appropriate manner,

(g) confirmed that the Head of the Internal Audit Unit is a full-time and exclusive employee, personally and functionally independent in the performance of his duties and that there is no incompatibility between the provisions of the applicable legislative framework,

(h) confirmed that the Internal Audit Unit has continuous and unhindered access to all the Company's data, books, documents and records in general, which are necessary for the proper exercise of its duties, that it has direct and unhindered access to all its individual services and parts and that the members of the Management and the Company's staff cooperate to the greatest extent possible with the Internal Audit Unit and generally facilitate its work in any way, providing the necessary resources, means and infrastructure,

(i) informed the Board of Directors of the findings and results of its audit and submitted proposals for improvement, in order for the Internal Audit Unit (Internal Audit Unit) to be adequately staffed with competent human resources, equipped with the necessary theoretical training, education and experience,

(j) was informed about the results of the Evaluation Report of the Company's Internal Audit System.

1.6.3 Other

(a) provided the Company's Management with the necessary assistance for compliance with the provisions of Law 4706/2020, in order to properly complete the process of full harmonization with the provisions and regulations of the said legislation,

(b) monitored and reviewed the adequacy and effectiveness of the Corporate Governance System with a reference date of 31.12.2024 and communicated the results of its operations to the Board of Directors.

(c) reviewed and assessed the principles of the Company's Sustainable Development Policy, monitored these issues and ensured that the Company conducts its activities in a manner that ensures the protection of the environment and the hygiene and safety of employees, the local community and the public.

(d) approved the content of the information provided to the Company's shareholders during the Annual Ordinary General Meeting of 29.05.2025 regarding its activities for the financial year 2024 (01.01.2024- 31.12.2024).

II. Remuneration and Nomination Committee

2.1 Establishment and members of the Remuneration and Nomination Committee

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2.1.1 The Board of Directors of the Company, in the context of the immediate, substantive, complete and effective compliance with the requirements and general regulations of Articles 10-12 of Law 4706/2020 (Government Gazette A '136/17.07.2020), as well as the adoption of best corporate governance practices, proceeded at its meeting on July 9, 2021 to the establishment of a single three member Committee for the Remuneration and Nomination of Nominations, in order to provide the necessary assistance and support to the Board of Directors, on the one hand, in the process of identifying and appointing the appropriate persons for the staffing of the Board of Directors, on the basis of the existing Suitability Policy, and on the other hand in the process of preparing, evaluating and reviewing the Remuneration Policy, with the aim of attracting and maintaining competent executives.

2.1.2 The following persons have been appointed as members of the Remuneration and Nomination Committee:

1) Emmanuel Tsiritakis son of Dimitrios, Independent Non-Executive Member of the Board of Directors.
2) Antonios Roussos, son of Antonios, Independent Non-Executive Member of the Board of Directors.
3) Spyridon Barbatos son of Antonios, Non-Executive Member of the Board of Directors.

At its meeting on 16 July 2021, the Remuneration and Nomination Committee elected, among its members, Mr. Emmanuel Tsiritakis son of Demetriou as its Chairman.

2.1.3 Subsequently, the Board of Directors of the Company, during its meeting on June 6, 2024, proceeded to the appointment of new members of the Remuneration and Nomination Committee as a result of the election of new Independent non-executive members of the Board of Directors. In particular, it appointed Mr.Georgios Sfyris and Mr. Theodoros Krintas, replacing Mr. Antonios Roussos and Mr. Emmanuel Tsiritakis, as new members of the Remuneration and Nomination Committee. Subsequently, the Remuneration and Nomination Committee, during its meeting on June 6, 2024, proceeded to the formation of a body and the election of Mr. Spyridon Barbatos as its Chairman among its members.

2.2. Structure, staffing and mandate of the Remuneration and Nomination Committee

2.2.1

The composition of the Remuneration and Nomination Committee must be in harmony with the size, business model, operational organization, scope and complexity of the Company's activities.

2.2.2

The Earnings and Nominations Committee shall constitute a single Committee. The Committee for the Remuneration and Promotion of Nominations does not replace any existing corresponding Committee in a subsidiary of the Company, but may consult it on a case-by-case basis.

2.2.3

The members of the Compensation and Nomination Committee are selected and appointed by the Board of Directors of the Company at a special meeting for this purpose.

2.2.4

The Nomination Committee consists of at least three (3) non-executive members of the Board of Directors, two (2) of which are independent non-executive, i.e. they must meet the independence criteria of article 9 par.1 and 2 pf l. 4706/2020. Furthermore, the members of the Nomination and Remuneration Committee must meet the criteria of individual and collective suitability and diversity, as described in the Company's current Suitability Policy.

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2.2.5

The appointed President of the Remuneration and Nomination Committee should mandatorily be an independent non-executive member. The President of the Remuneration and Nomination Committee may not be at the same time the President of the Board of Directors.

2.2.6

The term of office of the Remuneration and Nomination Committee coincides with the term of office of the Board of Directors, i.e. it is five years, expiring on 24 June 2026, extending until the expiry of the deadline within which the next Ordinary General Meeting must meet, but in no case may it exceed six years.

2.2.7

The members of the Remuneration and Nomination Committee are eligible for re-election, but the term of office of its independent non-executive members may not exceed nine (9) years.

2.2.8

The participation in the Committee on the Earnings and Nomination of Nominations does not preclude the participation of its members in other Committees of the Board of Directors. Members of the Committee on Compensation and Nomination shall not hold any positions or qualities or enter into any transactions which could be considered incompatible with the purpose of the Committee.

2.2.9

In the event of resignation, death or loss of membership of the Committee for the Remuneration and Nomination of Nominations, the Board of Directors shall appoint from among its existing members a new member to replace the one who has disappeared, for the period until the end of his term of office.

2.2.10

The Nomination and Remuneration Committee may use any resources it deems appropriate for the proper performance of its duties and the fulfilment of its purpose in general, including services from external consultants. In the event of the recruitment of an external consultant, the Committee is responsible for monitoring its work.

2.3 Operation of the Remuneration and Nomination Committee

2.3.1

The Nomination and Remuneration Committee (EPAAY) has an Operating Regulation, which was approved by the Company's Board of Directors at its meeting on July 16, 2021. This Regulation records the organization and operation of the Committee on the Earnings and Nominations, regulates the duties, responsibilities and obligations of the Committee and its members and is posted on the Company's website (https://www.profilesw.com), in accordance with the express legislative provision of article 10 par. 4 of l. 4706/2020.

2.3.2

According to its Rules of Procedure, the Committee on the Earnings and Nomination of Nominations meet at regular intervals and exceptionally when deemed necessary. In any case, the Candidacy Committee shall meet at least two (2) times a year.

2.3.3

The Committee for the Acceptance and Nomination of Nominations is convened by its Chairman upon an invitation notified in any appropriate manner to its other members, at least two (2) days before the meeting. The invitation must include at least the date, time and items on the agenda clearly, otherwise decisions may be taken only if all the members of the Commission are present, and no-one objects to the holding of the meeting and to the taking of decisions.

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2.3.4

The Nomination and Remuneration Committee shall meet at the registered office of the Company. In any case, it meets validly outside the Company's registered office if all its members are present at that meeting and none of them objects to the holding of the meeting and to the decision making.

2.3.5

All its members participate in the meetings of the Committee on Compensation and Nomination in person.

2.3.6

The Committee on Compensation and Nomination may invite key directors of the Company, including the CEO, the CFO and the head of the Human Resources Directorate, to attend specific meetings or specific items on the agenda and to provide any necessary clarification or explanation.

2.3.7

The meetings of the Committee on Compensation and Nomination may also be held by teleconference, for some and/or all of its members, using any relevant electronic or digital platform. In this case, the invitation to the members of the Candidacy Committee includes the necessary information and technical instructions for their participation in the meeting. In any case, any member of the Earnings and Nominations Committee may claim that the meeting be held by teleconference in this regard, if there is an important reason, in particular illness or disability.

2.3.8

The decisions of the Committee on the Earnings and Nominations are validly taken by an absolute majority of its members. In the event of a tie, the casting vote of the President of the Commission shall prevail.

2.3.9

The discussions and decisions of the Committee on the Earnings and Nominations are recorded in minutes, which are signed by the attendant members. The signatures of the members of the Candidates' Acceptance and Promotion Committee may be replaced by an exchange of e-mail messages. The minutes are available to all members of the Nomination Committee and the Board of Directors.

2.3.10

The Commission may elect a secretary to observe the minutes of its meetings and generally to support its work.

2.4 Responsibilities of the Earnings and Nominations Committee

2.4.1

In the context of compliance with the provisions of article 11 of Law 4706/2020, the Committee for the Acceptance and Nomination of Nominations:

(a) ensure that the Company has a clear, objective, well-documented and transparent Remuneration Policy in accordance with the applicable legislative framework, which is consistent with the Company's business strategy, market conditions, profile and risk appetite and does not encourage excessive and short-term risk-taking;

(b) make proposals to the Board of Directors regarding the Remuneration Policy or its revision, which shall be submitted for approval to the General Meeting of Shareholders;

(c) make proposals to the Board of Directors regarding the remuneration of persons falling within the scope of the Remuneration Policy, in accordance with article 110 of Law 4548/2018;

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(d) make proposals to the Board of Directors regarding the remuneration of the Company's directors and in particular the head of the Internal Audit Unit;

(e) monitor the implementation of the Remuneration Policy shall make proposals to the Board of Directors regarding the Remuneration Policy or its revision, which shall be submitted for approval to the General Meeting of Shareholders;

(f) supervise the observance of the relevant decisions regarding the remuneration of persons falling within the scope of the Remuneration Policy, as defined at least by the applicable legislation;

(g) consider and submit proposals for general guidelines as well as appropriate policies and practices concerning the establishment of the remuneration framework of persons falling within the scope of the Remuneration Policy;

(h) examines the information contained in the final draft of the annual salary report, providing its opinion to the Board of Directors, before submitting the report to the general meeting;

(i) consider and submit to the Board of Directors proposals regarding stock options, stock options, bonus schemes and any other long-term reward scheme;

(j) monitor the implementation and application of the Remuneration Policy;

(k) monitor the effectiveness of the Remuneration Policy in terms of attracting and retaining competent Management personnel of recognized standing and experience and skills;

(l) consider and act in an advisory capacity to the Board of Directors when formulating policies and systems for determining the annual fixed and variable remuneration and other benefits of persons falling within the scope of the Remuneration Policy;

(m) ensure that the approach taken by each non-listed Group subsidiary in relation to remuneration complies with the principles of the Company's Remuneration Policy;

(n) consider and make proposals to the BoD as to the total amount of annual variable remuneration;

(o) make proposals to the Board of Directors for operational strategies and policies related to remuneration;

(p) make proposals - suggestions to the Board of Directors on the need to amend, update and/or revise the current Remuneration Policy andprovide the necessary assistance to the Board of Directors in the process of drafting the amendment and/or revision thereof; (q) ensures that the applicable Remuneration Policy is consistent with the Company's business planning and overall strategy, the Company's objectives, principles, values and culture as well as its long-term interests.

2.4.2 In the context of compliance with the provisions of article 12 of Law 4706/2020, the Committee for the Acceptance and Nomination of Nominations:

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(a) ensure that the composition, structure and operation of the Board of Directors comply with the applicable legal, regulatory and supervisory requirements;
(b) ensure that there is an effective and transparent procedure for the nomination of candidates to the Board of Directors;
(c) plan and coordinate the implementation of the procedure for the selection of candidate members of the Board of Directors, in accordance with the Articles of Association, the Code of Corporate Governance and the applicable legal and regulatory framework in general;
(d) ensure that there is an appropriate mix of knowledge, skills and experience at the level of the Board of Directors and its Committees;
(e) determine the requirements of the Company in terms of the size and composition of the Board of Directors, with a view to achieving diversity, balance, completeness of knowledge, experience and management skills;
(f) establish the eligibility criteria for the members of the Board of Directors, with a view to ensuring individual and collective suitability;
(g) prepare and update the Appropriateness Policy, which it submits for approval to the Board of Directors, and which is subsequently approved by the General Meeting of Shareholders;
(h) investigate, nominate and nominate suitable persons for the purpose of being a member of the Board of Directors, in accordance with the criteria set out in the Appropriateness Policy adopted and implemented by the Company, following the procedure of recruitment/selection/appointment of senior management;
(i) carry out a periodic assessment of the size and composition of the Board of Directors, in accordance with the provisions and provisions of the applicable Suitability Policy, in order to identify any gaps regarding the suitability of the members of the Board of Directors, at individual and collective level, and submit proposals for improvements, when necessary;
(j) monitors the implementation of the Suitability Policy and periodically evaluates it, recommending to the Board of Directors the necessary changes and revisions;
(k) identify and propose candidates for the vacancies of the Board of Directors and assess the combination of wide knowledge, skills and experience;
(l) shall describe the individual skills and qualifications it deems necessary to fill the positions of the members of the Board of Directors and shall estimate the time to be devoted to the relevant post;
(m) define the evaluation parameters and lead the evaluation of the Board of Directors' body, the results of which (evaluation) are communicated and discussed in the Board of Directors and taken into account in its work on the composition and integration plan of new members;
(n) define the evaluation parameters and lead the evaluation of the performance of the Chairman of the Board of Directors;

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(o) guides the Board of Directors in the annual evaluation of the performance of the Chief Executive Officer and communicates to the latter the results of the evaluation, which are taken into account in the determination of his variable remuneration;
(p) draw up and implement a sound succession plan for the Company's Chief Executive Officer and in particular ensure the identification of the required qualitative characteristics to be acquired by the person of the Chief Executive Officer, the continuous monitoring and identification of potential internal candidates and, if appropriate, possible external candidates, as well as the dialogue with the Chief Executive Officer on the evaluation of candidates for his/her position and other senior management positions;
(q) provide for the coverage of the succession needs of members of the Board of Directors and senior management of the Company;
(r) supervise the preparation and monitoring of the implementation of the training process of the members of the Board of Directors;
(s) ensure the implementation of the diversity policy included in the Suitability Policy and adequate gender representation of at least twenty-five percent (25%) of all members of the Board of Directors and make suggestions on how to address any existing imbalances;
(t) verifies and ascertains the fulfilment of the independence criteria provided by the current legislative framework, in order for a member of the Board of Directors to be classified as "independent" (i) before his appointment, (ii) at least on an annual basis per financial year and in any case before the publication of the annual financial report, which includes a relevant finding, (iii) at any time such examination is required by the Treaties (e.g. replacement of independent members, change in the composition of the Board of Directors, etc).

2.5 Number of meetings of the Remuneration and Nomination Committee

During the financial year 2025 (01.01.2025-31.12.2025) the Remuneration and Nomination Committee met five (5) times and all its decisions were taken unanimously.

2.6 Activities of the Earnings and Nominations Committee

During the financial year 2025 (01.01.2025-31.12.2025), the Earnings and Nomination Committee:
(a) examined and evaluated in terms of adequacy, proportionality and suitability, the level of remuneration of all members of the Board of Directors approved by the Annual Ordinary General Meeting of shareholders of 29 May 2025 on the one hand for the financial year 2024 (01.01.2024- 31.12.2024), and on the other hand for the financial year 2025 (01.01.2025-31.12.2025), in order to determine whether the remuneration paid is proportionate to the duties, degree of employment, scope of responsibilities, responsibilities and performance of these persons and that they are consistent with the prevailing economic conditions and the wider financial environment in which the Company develops its operation and activity, in order to avoid phenomena of excessive remuneration and the consequent exposure of the Company to excessive risks;

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(b) provided the necessary assistance for the preparation of the Remuneration Report of the members of the Board of Directors and other persons falling within the scope of the Remuneration Policy for the financial year 2025, in order for its content to fully comply with both the provisions of article 112 of Law 4548/2018 and the Guidelines of the European Commission dated 01.03.2019 regarding the standard presentation of the Remuneration Report in accordance with the Directive 2007/36/EC, as amended by Directive (EU) 2017/828 on shareholders' rights;
(c) provided the necessary support to the Board of Directors with respect to the identification of a candidate for appointment as a Non-Executive Member, replacing the departing Non-Executive Member, and submitted the relevant recommendation to the Board of Directors.

III. Corporate Announcements and Shareholder Service Unit

The Company, as having shares listed on a regulated market and based on the requirements of articles 19 and 20 of Law 4706/2020, has a single Corporate Announcements and Shareholder Service Unit, which:
(a) makes the necessary and mandatory announcements regarding regulated information, in accordance with the provisions of Law 3556/2007, as in force, as well as corporate events in accordance with the provisions of Law 4548/2018 in order to inform the shareholders or beneficiaries of other securities of the Company
(b) is responsible for the Company's compliance with the obligations provided for in Article 17 of Regulation (EU) 596/2014, regarding the disclosure of inside information, and the other applicable provisions;
(c) is responsible for maintaining and updating the Company's share register and is responsible for providing immediate, accurate and equitable information to shareholders and in particular supporting them regarding the exercise of their rights, in accordance with the applicable legislation and the Company's Articles of Association. The relevant information is always published in a way that ensures swift and equal access for shareholders and the investing public in general to all information, whether financial or non-financial.

PART C - GENERAL ASSEMBLY

I. The General Meeting

1.1 Introduction

The General Meeting of the Company’s shareholders is its supreme organ and entitled to decide on any affair concerning the Company. Its decisions are binding on the shareholders that are absent or dissidents.

1.2 Sole responsibility of the General Meeting

1.2.1 Pursuant to art. 9 par. 2 of the Articles of Association in force, the General Meeting is solely responsible for deciding on the following:
(a) Amendments of the Articles of Association (as amendments are considered also the increases, ordinary or extraordinary, as well as the decreases of the capital);
(b) The election of the members of the Board of Directors and Auditors;

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(c) The approval of management as a whole, pursuant to article 108 of l. 4548/2018 and the release of the Auditors;
(d) The approval of the annual and consolidated financial statements;
(e) The distribution of the annual profits;
(f) The approval of remuneration or advance payment thereof pursuant to article 109 of l.4548/2018; (g) The approval of remuneration policy of article 110 and the remuneration report of article 112 of l. 4548/2018; (h) The merger, split-up, conversion, revival, extension of duration or dissolution of the Company; and (i) Appointment of liquidators.

1.2.2 The provisions of the previous paragraph do not include: (a) capital increases or capital adjustment operations, explicitly assigned by law or the Αrticles of association to the board of directors, as well as increases imposed by provisions of other laws; (b) the amendment or adaptation of provisions of the Articles of association by the Board of Directors in the cases explicitly defined by law; (c) appointment by the statutes of the first Board of Directors; (d) the election in accordance with the Articles of Association of directors to replace resigned, deceased or otherwise deprived directors; (e) the absorption according to Articles 35 and 36 of Law 4601/2019 by another société anonyme holding one hundred percent (100%) or ninety percent (90%) or more of its shares; (f) the option to distribute profits according to paragraphs 1 and 2 of the Article 162 of l. 4548/2018 and (g) possibility of distribution, according to paragraph 3 of article 162, of profits or optional reserves within the current corporate year by decision of the Board of Directors, subject to publication.

1.3 Convening the General Meeting

1.3.1 The General Meeting of the shareholders is convoked by the Board of Directors and convenes necessarily at the Company’s registered office or in the region of another Municipality within the registered office, at least once in every financial year, at the latest until the tenth (10th) calendar day of the ninth month after the expiry of the financial year. The General Meeting may also be held in the region of the Municipality where the seat of the Athens Stock Exchange is.

1.3.2 The Board of Directors may convoke an extraordinary General Meeting of the shareholders when it deems it advisable or if it is requested by shareholders representing the required by law or the Articles of Association percentage.

1.3.3 The procedures and rules for convocation, participation and decision-making by the General Meeting are regulated in detail by the provisions of Law 4548/2018 and the Company's Articles of Association.

1.3.4 It is clear from the procedures, provisions and general arrangements set out below that the Company's corporate governance system includes adequate and effective mechanisms for 86 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) communicating with shareholders in order to facilitate the exercise of their rights and active dialogue with them (shareholder engagement).

1.3.5 The Board of Directors shall ensure that the preparation and conduct of the General Meeting facilitates the effective exercise of the rights of the shareholders, who are informed of all matters related to their participation in the General Meeting, including the items on the agenda and their rights at the General Meeting. In particular, in accordance with the provisions of Law 4548/2018, the Company shall post on its website at least twenty (20) days before the General Meeting, both in Greek and English:

  • the invitation to convene the General Meetings,
  • the total number of shares and voting rights the shares incorporate at the date of the call,
  • the forms to be used for the vote by proxy or by proxy or, where applicable, for the vote by electronic means,
  • the documents to be submitted to the General Meeting,
  • a draft decision on each item on the proposed agenda or, if no decision has been proposed for adoption, a comment by the Board of Directors, as well as
  • the draft resolutions proposed by the shareholders, in accordance with paragraph 3 of Article 141 of Law 4548/2018, immediately upon their receipt by the Company.

1.4 Participation in the General Meeting

1.4.1 At the General Meeting the natural or legal person having the shareholding capacity shall be entitled to participate and vote at the beginning of the fifth (5th) day prior to the date of the General Meeting ("record date"). Each share shall be entitled to one (1) vote.

1.4.2 Against the Company is considered as a shareholder entitled to participate in the General Meeting and to exercise the right to vote the registered on the date of registration in the Dematerialized Securities System (DSS) of the Societe Anonyme under the name "Hellenic Central Securities Depository SA " (EL.KAT.) or identified as such on the basis of the relevant date through registered intermediaries or other intermediaries in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Rules of Operation of the Hellenic Central Securities Depository (Government Gazette Β΄ 1007/16.03.2021).

1.4.3 The proof of shareholding capacity is made by any legal means and in any case on the basis of information received by the Company up to and including the beginning of the General Meeting by EL.KAT. or through the participants and registered intermediaries in the Central Securities Depository in any other case.

1.4.4 The exercise of participation and voting rights does not presuppose the blocking of the beneficiary's shares or the observance of any other similar procedure, which limits the possibility of selling and transferring them during the period between the date of registration and the date of the General Meeting.

1.4.5 The record date also applies in the case of an adjourned or repeat meeting, provided that the adjourned or repeat meeting is not more than thirty (30) days from the record date. If this is not the case or if in the case of the repeat General Meeting a new invitation is published, in accordance with the provisions of Article 130 of Law 4548/2018), the person who has the shareholding capacity at the 87 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) beginning of the third (3rd) day before the day of the adjournment or repeat General Meeting shall participate in the General Meeting.

1.4.6 In article13 par.1 of the Articles of Association of the Company has provided for the possibility of participation of the shareholders in the General Meeting from a distance in real time by audiovisual or other electronic means, without the physical presence of the shareholders at the place of its conduct. The shareholders who participate in the General Meeting by teleconference in real time, are taken into account for the formation of the quorum and the majority and can effectively exercise their rights during the General Meeting. Thus, shareholders have the possibility to: (a) monitor by electronic or audiovisual means the holding of the General Meeting; (b) speak and address the General Meeting orally during the General Meeting; (c) vote in real time during the General Meeting on the items on the agenda; and (d) be informed of the recording of their vote

1.5 Representation in the General Meeting

1.5.1 The shareholder participates in the General Meeting and votes either in person or by proxy. Each shareholder may appoint up to three (3) representatives. Legal persons participate in the General Meeting by appointing as their representatives up to three (3) natural persons. However, if the shareholder holds company shares, which appear in more than one securities accounts, this limitation does not prevent the said shareholder from appointing different representatives for the shares appearing in each securities account with regard to the General Meeting. A representative acting on behalf of several shareholders may vote differently in respect of each shareholder.

1.5.2 The shareholder’s representative must notify to the Company, before the commencement of the General Meetings’ convention, every specific event, which may be useful to the shareholders in order to assess the risk of the representative serving other interests but the interests of the represented shareholder. In the sense of the present paragraph, a conflict of interest may arise, especially where the representative: (a) is a shareholder exercising the control of the Company or is another legal person or entity which is controlled by this shareholder; (b) Is a member of the Board of Directors or of the general management of the Company or shareholder exercising the control of the Company, or other legal person or entity which is controlled by a shareholder who exercises the control of the Company; (c) Is an employee or auditor of the Company or of a shareholder exercising the control of the Company, or of other legal person or entity which is controlled by a shareholder who exercises the control of the Company; (d) Is a spouse or blood relative of first degree of one of the natural persons stated in cases (a) to (c) above.

1.5.3 The appointment and recall or replacement of the shareholder's representative or representative shall be made in writing or by electronic means and shall be submitted to the Company at least forty- eight (48) hours prior to the date of the General Meeting. 88 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

1.6 Quorum and majority of the General Meeting

1.6.1 According to the law and the Company’s Article of Association, the General Meeting is in quorum and validly convenes to discuss the items on the agenda, when at least one fifth (1/5) of the paid up share capital is being represented in it.

1.6.2 If no such quorum is achieved, then the Meeting reconvenes within twenty (20) days from the date of the cancelled meeting, by invitation at least ten (10) days in advance. This reconvened meeting is in quorum and validly convenes on the items on the agenda, whatever portion of the paid up share capital may be represented in it.A newer invitation is not required if the time and place of the repeat meeting have already been stated in the original invitation, provided that there are at least five (5) days between the cancelled and the reconvened meeting.

1.6.3 The decisions of the General Meeting are reached by absolute majority of the votes represented in the Meeting.

1.6.4 Exceptionally, with regard to decisions concerning: (a) Change of Company’s nationality; (b) Change of the Company’s business object; (c) Increase of the shareholders’ responsibilities; (d) Ordinary increase of the share capital, unless it is imposed by law or is effected through capitalization of reserves; (e) capital decrease, unless made, in accordance with paragraph 5 of Article 21 or paragraph 6 of Article 49 of Law 4548/2018, as in force; (f) Change in the manner of profit distribution; (g) Merger, split-up, conversion, revival of the Company; (h) Extension of the duration or dissolution of the Company; (i) Granting or renewing of authority to the Board of Directors to increase the share capital according to par. 1 of article 24 of l 4548/2018, as applicable, as well as (j) in any other case in which the law stipulates that for the General Meeting to reach a certain decision an increased majority is required. The General Meeting is in quorum and validly convenes on the items on the agenda when shareholders representing one half (1/2) of the paid up share capital are present or represented in it.

1.6.5 If no such quorum is achieved, then the General Meeting reconvenes within twenty (20) days from the date of the cancelled meeting, by invitation at least ten (10) days in advance. This reconvened meeting is in quorum and validly convenes on the items on the agenda when at least one fifth (1/5) of the paid up share capital is represented in it. A newer invitation is not required if the time and place of the repeat meeting have already been stated in the original invitation, provided that there are at least five (5) days between the cancelled and the reconvened meeting.

1.6.6 All decisions of the previous paragraph shall be made by a majority of two thirds (2/3) of the votes represented in the Meeting.

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1.7 Minority rights

The shareholders of the Company have, inter alia, the rights provided for in paragraphs 1, 2, 3, 5, 6 and 7 of Article 141 of l. 4548/2018: In particular:

(a) By a request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is obliged to convoke an Extraordinary Meeting of the shareholders, setting a date for its meeting, which must not be more that forty five (45) days from the date of the service of the request to the Chairman of the Board of Directors. The request contains the item on the agenda. If a General Meeting is not convoked by the Board of Directors within twenty (20) days from the service of the relevant request, the convocation is conducted by the requesting shareholders at the expense of the Company, by a court decision, issued pursuant to the interim measures proceedings. This decision states the place and time of the convention, as well as the items on the agenda. The decision is not subject to judicial appeals.

(b) By a request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is obliged to register on the agenda of a General Meeting that is already convoked, additional items, if the relevant request reaches the Board of Directors at least fifteen (15) days before the General Meeting. The additional items must be published or notified with the responsibility of the Board of Directors, pursuant to article 122 of l. 4548/2018, at least seven (7) days before the General Meeting. Any request for additional items on the agenda is accompanied by a justification or a draft resolution for approval by the General Meeting and the revised agenda is published in the same manner as the previous agenda, thirteen (13 ) days before the date of the General Meeting and will also be made available to shareholders on the Company's website, along with the justification or the draft resolution submitted by the shareholders as provided in Article 123 par. 4 of l. 4548/2018.

(c) Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft resolutions on matters included in the initial or any revised General Meeting agenda. The relevant request must reach the Board of Directors at least seven (7) days before the date of the General Meeting, and the draft decisions shall be made available to the shareholders in accordance with paragraph 3 of Article 123 of Law 4548/2018, at least six (6) days before the date of the General Meeting. The Board of Directors is not obliged to include items on the agenda or to publish or disclose them together with a justification and with draft decisions submitted by the shareholders, in accordance with paragraphs 2 and 3 of Article 141 of Law 4548/2018, if their content is manifestly contrary to the law or morality.

(d) In case of request of a shareholder or shareholders representing one twentieth (1/20) of the paid up share capital, the President of the Meeting is obliged to postpone, only once, the decision making by the Extraordinary or Ordinary General Meeting, on all or certain items, designating as the day for the continuance of the meeting for them to be resolved upon, the day that is specified in the request of the shareholders, but which may not be more than twenty (20) days from the day of the postponement. The General Meeting after the postponement constitutes a continuance of the previous meeting and the repetition of publicity requirements of the shareholders’ invitation is not required. In this meeting new shareholders may participate provided that the participation requirements are observed and the provisions of paragraph 6 of article 124 of l. 4548/2018 apply.

(e) In case of request of shareholders representing one twentieth (1/20) of the paid up share capital, which must be submitted to the Company five (5) full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific information on the 90 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) Company’s affairs, so far as they are related to the items on the agenda. There is no obligation to provide information when the relevant information is already available on the Company's website, in particular in the form of questions and answers. Furthermore, in case of request of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors must announce to the General Meeting, if Ordinary, the amounts paid during the last two years to each member of the Board of Directors or the Company’s managers, as well as every contribution to these persons, from whatever cause or agreement of the Company with them. In all the above cases the Board of Directors may refuse to provide the information requested of it, on the basis of a significant substantial reason, which is recorded in the minutes. Such reason could be, depending on the circumstances, the representation of the requesting shareholders in the Board of Directors, according to articles 79 or 80 of l. 4548/2018. In the cases referred to in this paragraph, the Board of Directors may respond jointly to requests from shareholders with the same content.

(f) In case of request of shareholders representing one tenth (1/10) of the paid up share capital which is submitted to the Company five (5) full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with information relating to the course of corporate affairs and the property status of the Company. The Board of Directors may refuse to provide the information for a significant substantial reason, which is stated in the minutes. Such reason could be, depending on the circumstances, the representation of the requesting shareholders in the Board of Directors according to article 79 or 80 of l. 4548/2018, provided that the respective members of the Board of Directors have received the relevant information in a sufficient way.

(g) In case of request of shareholders representing one twentieth (1/20) of the paid up share capital, any decision making on any item on the agenda of the General Meeting is carried out by roll call.

1.8 Other rights of shareholders

Apart from the right to participate and vote in the General Meeting of Shareholders and the above rights under 1.7, the Company's shareholders have, in accordance with the current Articles of Association and the provisions of Law No. 4548/218, also have the following rights:

(a) the right to withdraw dividends
The minimum dividend is set at thirty-five percent (35%) of net profits, after deduction of the reserve for the formation of ordinary reserves and other credit items in the profit and loss account that do not derive from realised profits. The above percentage may be reduced by a decision of the General Meeting, taken with an increased quorum and majority, but not below ten percent (10%). Non- distribution of the minimum dividend is only permitted by a decision of the General Meeting, taken with the increased quorum of paragraphs 3 and 4 of Article 130 of Law No. 4548/2018 and a majority of eighty percent (80%) of the capital represented at the Meeting. The amount to be distributed shall be paid to the shareholders within two (2) months from the decision of the Ordinary General Meeting that approved the annual financial statements and decided on the distribution. The date and method of payment of the dividend shall be announced through announcements on the Company's website and on the OTC EDT.According to Greek legislation, dividends that are not claimed for a period of five (5) years from the date on which they became due are time-barred and the relevant amounts are definitively transferred to the Greek State.

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(b) the right to information
Ten (10) days before the Annual General Meeting, the Company is obliged to post on its website its annual Financial Statements, as well as the relevant Reports of the Board of Directors and the Auditors.

(c) the preemption right
In any case of an increase in share capital that is not made by means of a contribution in kind or the issue of bonds with the right to be converted into shares, preference rights are granted to the entire new capital or the bond loan in favour of the shareholders existing at the time of the issue, depending on their participation in the existing share capital.

(d) the right to participate in the proceeds of the liquidation.

PART D - INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

I. Internal audit

1.1 Internal Audit System (IAS)

Internal Audit System (IAS) means the set of internal control mechanisms and procedures, including risk management, internal control and regulatory compliance, which continuously covers every activity of the Company and contributes to its safe and effective operation.

1.2 The Internal Audit System aims to

  • the consistent implementation of the Company's business strategy, with the effective use of the available resources,
  • the identification and management of material risks associated with the business and operation of the Company,
  • the effective operation of the Internal Audit Unit,
  • ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the financial condition of the Company and the preparation of reliable financial statements,
  • compliance with the applicable legislative and regulatory framework in general, as well as the internal regulations governing the operation of the Company.

1.3 The main elements of the Internal Audit System (IAS) are the following:

  • Control Environment
    The Control Environment consists of all the structures, policies and procedures that provide the basis for the development of an effective EES, as it provides the framework and structure for achieving the fundamental objectives of the EES. The Control Environment is essentially the sum of many individual elements that determine the overall organization and the way the Company is managed and operated.

  • Risk Management
    It includes an overview of the risk assessment process, the Company's risk response and management procedures and the risk monitoring procedures.

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  • Control Mechanisms and Control Activities
    It includes an overview of the control mechanisms of critical safeguards, with emphasis on safeguards related to conflict-of-interest issues, segregation of duties and the governance and security of Information Systems.

  • Information and Communication System
    It concerns the review of the process of financial development, including audit mechanism reports (e.g. Supervisory, Regulatory and Regulatory Authorities, Certified Auditors, etc.) and non-financial information (e.g. Sustainable Development Policy, environmental, social and employment issues, respect for human rights, the fight against corruption, issues related to bribery, as provided for by article 151 of Law 4548/2018) as well as the overview of the Company's critical internal and external communication procedures.

  • Monitoring
    It concerns the review of the Company's structures and mechanisms that have been charged with the continuous evaluation of EES data and the reporting of findings to be corrected or improved, and in particular of the Audit Committee and the Internal Audit Unit.

1.4 The Internal Audit Unit

The Internal Audit Unit is responsible for the systematic monitoring, control and periodic evaluation of the Internal Audit System, especially as regards the adequacy and correctness of the financial and non-financial information provided, risk management, regulatory compliance and the Corporate Governance Code adopted by the Company and is an independent organizational unit within the Company. In addition, a periodic evaluation of the Internal Audit System is carried out every three (3) years by an independent and objective evaluator, in accordance with the specific provisions of the decision of the Board of Directors under number 1/891/30.09.2020 of the Hellenic Capital Market Commission, as amended by the Decision of its Board of Directors No. 2/917/17.06.2021 (Government Gazette B΄ 3040/2021), which determines the time, the procedure, the periodicity and any specific issue necessary for the implementation of the evaluation of the Internal Control System (ICS) as well as the characteristics of the persons performing the evaluation.

1.5 The Company’s Internal Audit Unit:

(a) monitors, controls and evaluates the implementation of the Operating Regulation and the Internal Audit System, in particular as regards the adequacy and correctness of the financial and non-financial information provided, risk management, regulatory compliance and the Corporate Governance Code adopted and implemented by the Company;
(b) monitors, controls and evaluates the quality assurance mechanisms;
(c) monitors, controls and evaluates corporate governance mechanisms;
(d) monitors, verifies and evaluates the compliance with the commitments contained in prospectuses and the Company's business plans regarding the use of funds raised from the regulated market;
(e) prepares reports to the controlled units with findings in relation to the above, the risks arising therefrom and the improvement proposals, if any, which reports after the incorporation of the relevant views by the controlled units, the agreed actions, if any, or the acceptance of the risk of non-action by

93 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros)

them, the restrictions on its audit range, if any, the final internal audit proposals and the results of the controlled units' response to its proposals, are submitted quarterly to the Audit Committee and
(f) submits reports every three (3) months to the Audit Committee, including the most important issues and its proposals, on the above tasks which the Audit Committee presents and submits together with its observations to the Board of Directors.

1.6 The Internal Audit Unit is headed by its head, who:

(a) attends the General Meetings of Shareholders;
(b) provides in writing any information requested by, cooperate with and facilitate in any way possible the monitoring, control and oversight work of the competent surveillance authority;
(c) submits to the Audit Committee an annual audit plan and the requirements of the necessary resources, as well as the impact of the restriction of resources or the audit work of the Unit in general. The annual audit program is prepared based on the risk assessment of the Company, after taking into account the opinion of the Audit Committee.
(d) has free and unhindered access to any organizational unit of the Company and is aware of any data, records and information required for the effective and effective exercise of its duties.

1.7 The Head of the Internal Audit Unit:

(a) is appointed by the Board of Directors of the Company, upon proposal of the Audit Committee,
(b) is a full-time, exclusive employee, who is personally and functionally independent and objective in the performance of his duties;
(c) has the appropriate knowledge and relevant professional experience.
(d) is administratively subordinated to the Chief Executive Officer and operationally to the Audit Committee.
(e) a member of the Board of Directors or a member entitled to vote on committees of a permanent nature of the Company may not be appointed as head of the Internal Audit Department and has close ties with anyone who holds one of the above properties in the Company or in a Group company. Furthermore, the number of internal auditors of the Internal Audit Department must be proportional to the size of the Company, the nature, scale, scope and complexity of the Company's activities, the number of its employees, the geographical points of its activity, the number of its functional and executive units as well as the audited entities in general. Mr. Dimitrios Evangelou is the Head of the Internal Audit Department of the Company.

1.8 The staff of the Internal Audit Unit must comply with:

(a) the International Professional Practices Framework,
(b) the International Standards for the Professional Application of Internal Audit (IIA Standards);
(c) the Code of Ethics (IIA Code of Ethics);
(d) the applicable legislative and regulatory framework in general;
(e) the Company's Internal Rules of Procedure.

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1.9 The staff of the Internal Audit Unit in the performance of their duties must apply the following principles:

(a) integrity (demonstration of sincerity, diligence, consistency and responsibility in the performance of their duties, observance of the legislative and regulatory framework and the internal procedures of the Company);
(b) objectivity (demonstrating the greatest possible impartiality in the collection, evaluation and communication of information relating to the checks carried out, non-acceptance of gifts liable to affect their professional judgement, immediate communication of any fact which might be considered contrary to their independence);
(c) confidentiality (respect for and management of information acquired in the performance of their duties with due diligence, avoidance of use of such information for personal gain or in a manner detrimental to the Company, taking appropriate measures to protect such information);
(d) competence(possession of the knowledge, skills and experience necessary for the provision of internal audit services, continuous improvement of the adequacy, efficiency and effectiveness of their services, exercise of appropriate professional judgement).

1.10 The Internal Audit Unit has an Operating Regulation, which was drawn up in accordance with the provisions of Articles 15 and 16 of Law 4706/2020 (Government Gazette A '136/17.07.2020), as in force, was approved and entered into force by virtue of the decision of the Board of Directors of the Company on July 16, 2021 following a proposal of the Audit Committee and specifies the principles and the basic operating framework of the Unit, specifies the fundamental principles and rules that the Internal Auditors must follow in the performance of their duties, describes the responsibilities, duties and obligations of the Unit and regulates its relations with all interested parties (Board of Directors, Audit Committee, Chief Executive Officer, Legal Auditors).

II. Risk management

2.1 The Company implements a risk management process, which aims at the timely and effective treatment of risks that may have a negative impact on the achievement of its objectives. It is a systematic process that aims at the timely and effective identification, analysis, control, management and monitoring of all forms of risk inherent in the operation of the Company.

2.2 The risk management system implemented by the Company is based on the following axes:
* risk identification;
* risk assessment;
* Risk management and
* risk monitoring and reporting.

2.3 In particular, and with regard to the process of preparing the financial statements, the Company has invested significant amounts of money in the development, upgrading and maintenance of advanced IT infrastructures that ensure through a series of information procedures, safeguards and security levels the correct and accurate display of financial figures and data, while at the same time their back-up storage is always up. The policies and procedures adopted shall be evaluated at regular intervals and redefined in the event that it is found to be insufficient or that existing legal provisions require it.

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At the same time, the results are analysed and processed on a daily basis, covering all the important areas of business activity. Comparisons shall be made between actual, historical and budgeted revenue and expenditure accounts with a sufficient detailed explanation of all significant discrepancies. Through all the above procedures and security mechanisms, any risk related to the preparation of the financial statements (corporate and consolidated) of the Company is minimized.

2.4 Factors that reduce the likelihood of (and therefore mitigate) the risk of inaccurate financial statements include:
* regular comparisons between actual, historical and budgeted income and expenditure accounts,
* in the event of a discrepancy, an adequate and justified explanation of the discrepancies,
* the coverage of all important fields of business activity so that there is completeness in the depiction of the figures,
* the supervision of the process of preparation of financial statements by the Audit Committee in the context of exercising its responsibilities.

III. Internal Audit System Evaluation

3.1 The Company has a specific evaluation process of the Internal Audit System (IAS) by an objective, independent, certified and experienced Evaluator, in accordance with the provisions of articles 9 and 14 of Law 4706/2020 as well as the Decision of the Governor No. 1/891/30.9.2020, as amended and currently in force following Decision No. 2/917/17.6.2021 of the Board of Directors of the Hellenic Capital Market Commission. In addition, the Company has a specific procedure for the proposal, selection and approval of the Internal Audit System Evaluator, defining the subjects of evaluation, the periodicity, the procedure and the format and addressees of the evaluation report.

3.2 According to the specific provisions of the decision of the Board of Directors of the Hellenic Capital Market Commission No. 1/891/30.09.2020 (Government Gazette B' 4556/2020), as in force after its amendment by the Decision of the Board of Directors No. 2/917/17.06.2021 (Government Gazette B ́ 3040/2021), the first evaluation of the Internal Audit System ended 31 March 2023 with reference date 31 December 2022 and reference period from the entry into force of article 14 of Law 4706/2020", i.e. from 17 July 2021.

3.3 Following the above and in full compliance with the above provisions and the Company's Internal Rules of Operation, the Company's Board of Directors, following a relevant recommendation – proposal of the Audit Committee, assigned to the Company under the name "ANDREAS KOUTOUPIS & ASSOCIATES P.C.C.» , based in Athens, at 59 Panepistimiou Street, the evaluation of the adequacy and effectiveness of its Internal Audit System (IAS).

3.4 The evaluation of the Internal Audit System (IAS) was carried out by Mr. Andreas G. Koutoupis, Certified Internal Auditor and Professor of Financial Accounting and Auditing and lasted from 01/12/2022 to 17/03/2023. The conclusion of this evaluation identified certain weaknesses at both subsidiary level and the parent company level, in relation to best practices; however, these were not considered material. In particular, during the first evaluation period of the adequacy and effectiveness

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of the Internal Audit System, it was determined that Management had not yet developed the necessary procedures and control mechanisms to ensure an efficient and effective Internal Audit System, at least within the Group’s significant subsidiaries. Additionally, certain deficiencies were identified in the areas of Risk Management, Regulatory Compliance, and Internal Audit, requiring improvement at both the parent company and the Group’s significant subsidiaries, representing deviations from best practices. None of the findings constituted a material weakness, as defined in the relevant report, but rather deviations from established best practice standards, which do not affect, nor could they affect, the Company’s (and its significant subsidiaries’) compliance with the applicable regulatory framework.

3.5 Following the above, the Company, in full compliance with the applicable legal and regulatory framework, as well as in accordance with the remarks, clarifications, and recommendations of the Hellenic Capital Market Commission set out in its letter with reference number 151/29.01.2026, proceeded -following a relevant recommendation and proposal by the Audit Committee - to assign to the company “AUDIT OPINION Certified Auditors P.C.” (ELTE Registration No. 043 and SOEL Registration No. 175), headquartered in Moschato, Attica (124 Chrysostomou Smyrnis Street), the evaluation of the adequacy and effectiveness of the Internal Audit System (IAS), for the reference period from 01.01.2023 to 31.12.2025 (i.e., the three-year period following the initial evaluation).

3.6 The aforementioned evaluation was conducted by Certified Public Accountant Mr. Dimitrios Drosos (SOEL Reg. No. 31371 and ELTE Reg. No. 1264), who prepared the relevant Evaluation Report for the reference period 01.01.2023-31.12.2025. The evaluation was carried out between 19.12.2025 and 27.03.2026. The conclusion of the evaluation identified certain findings that could be considered material weaknesses of the Internal Audit System (IAS), (where a “material weakness” is defined as a deficiency in the design adequacy or operating effectiveness of certain control mechanisms). In particular: (a) the mechanism for monitoring findings from previous evaluations and the implementation of corrective actions is not documented in a consolidated manner, (b) the documentation of the risk assessment process and the updating of the risk register is not comprehensive, (c) there is no centralized mechanism for monitoring regulatory obligations, and (d) there is no updated policy or fully detailed register of related-party transactions. It is noted, however, that the above findings relate only to certain subcategories of the findings identified in the previous (initial) evaluation of the Internal Audit System, which demonstrates the Company’s ongoing efforts to achieve full, proper, and effective compliance with the applicable legal and regulatory framework. In particular, progress has been made in the development of the necessary procedures and control mechanisms aimed at establishing an efficient and effective Internal Audit System within the Group’s significant subsidiaries, as evidenced by the absence of relevant references in the most recent evaluation. Therefore, as a result of the aforementioned findings regarding the adequacy and effectiveness of the Company's Internal Audit System (IAS), the Management, during the financial year 2026, designed a detailed action plan aimed at developing the appropriate policies, procedures, and control mechanisms

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to address the gaps identified during the assessment of the ICS for the above reference period.In particular, the following actions have been initiated: a) the Audit Committee has already initiated, and is expected to complete within the current financial year 2026, the establishment of a documented and centralized mechanism for monitoring findings from previous evaluations and the implementation of corrective actions, b) the Risk Officer has already developed, and will implement by no later than the financial year 2027, measures to strengthen the Risk Management function through the allocation of additional resources and the establishment of appropriate operating mechanisms, ensuring that the Risk Register remains continuously adequate, properly documented, and up to date, c) the Compliance Officer will proceed with the development of an appropriate and fully updated Compliance Register, on a centralized basis (similar to the Risk Register), with a target completion by the financial year 2027, and d) the Company’s Management will reinforce the processes for maintaining the related-party transactions register, with completion targeted by the financial year 2027, while, within the current financial year 2026, it will update the relevant Policy to ensure consistency with the applicable regulatory framework.

PART E - CORPORATE GOVERNANCE SYSTEM

1.1 In compliance with Article 13 of Law 4706/2020, the Company has adopted and has been implementing a Corporate Governance System (CGS) since the entry into force and implementation of the said Law, in accordance with the provisions of Articles 1 to 24 of the said Law, taking into account the size, nature, scope and complexity of its activities.

1.2 In particular, the Corporate Governance System consists of:
a) An Internal Audit System which includes and incorporates the risk management and regulatory compliance system as discussed above;
b) Procedures for the prevention, detection and suppression of conflict of interest situations, as detailed in section 1.4.2 of Part A hereof;
c) Communication mechanisms with shareholders to facilitate both the exercise of their rights and an active dialogue with them (shareholder engagement); and finally,
d) A Remuneration policy, which contributes to the Company's business strategy, long-term interests and sustainability.

1.3 According to Article 4 of Law 4706/2020 as currently in force, the Corporate Governance System is periodically evaluated at least every three (3) financial years with regard to its implementation and effectiveness, in order to take the appropriate actions to address any shortcomings identified.

1.4 The Company, by decision of its Board of Directors, in full effective and proper compliance with the applicable legal and regulatory framework, has entrusted the "D.I. Paschos and Associates Legal Firm" the project "Provision of Corporate Governance System Evaluation Services", in order to evaluate the adequacy and effectiveness of the Company's Corporate Governance System ("CGS"), with a reference date of 31.12.2023, in accordance with the current legislative and regulatory framework (Article 4 of Law 4706/2020).

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1.5 This evaluation of the Internal Audit System was successfully completed in March 2024 and included:
(a) The adequacy and effectiveness of the CGS including risk management and regulatory compliance systems;
(b) The adequacy and effectiveness of procedures for preventing, identifying and suppressing conflicts of interest;
c) The adequacy and effectiveness of the communication mechanisms with shareholders, in order to facilitate both the exercise of their rights and an active - constructive dialogue;
d) The remuneration policy in order to determine whether it actually serves the business strategy, the long-term interests of the Company and its sustainability;
e) The adequacy of the Company's Operating Regulations in accordance with Article 14 of Law 4706/2020;
f) Any deviations from the use of raised funds according to Article 22 of Law 4706/2020 (if such a case exists);
g) The disposal of any assets of the Company in accordance with Article 23 of Law 4706/2020; and finally,
h) The degree of compliance of the Company with the Greek Corporate Governance Code (HCGC) of the Hellenic Corporate Governance Council, as adopted and applied by the Company.

1.6 The conclusions of the above assessment, summarised by thematic section are as follows:

i. With regard to the Internal Audit System, any findings (based on the findings reported in Part D of this BPA) are assessed as being of extremely low significance and importance, which may not impede its functioning. Moreover, based on the Company's practical willingness to remove even these findings, no other incident was identified that could constitute a weakness of the Internal Audit System of significant importance.

ii. As regards the procedures for the prevention, detection and suppression of conflicts of interest, the adequacy and effectiveness of the Conflict of Interest Prevention and Mitigation Procedure and how it is incorporated in the form of a summary in the Group's current Internal Operating Regulations was verified.

iii. As regards communication, exercise of rights and active dialogue with shareholders (Shareholder engagement), it was found that the action of the Shareholder Services Department and the Corporate Communications Unit has created a secure channel of communication with shareholders that ensures the easier exercise of their rights and the promotion of active dialogue with them.

iv. With regard to the Remuneration Policy adopted and implemented by the Company, it was determined that is capable of maintaining, to the maximum extent possible, the appropriateness, adequacy, fairness and proportionality of the remuneration and other benefits paid and their alignment with Company’s profitability, capital adequacy, competitiveness and sustainable growth of the Company with the primary focus on maximizing long-term economic value and the optimal defence and expansion of the Company's interests.

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However, it is noted that an inconsistency exists with regard to the period of validity of this. In particular, in point "6. Validity of the Remuneration Policy" it is stated that "This "Remuneration Policy" shall enter into force after its approval by the Annual General Meeting of Shareholders to be held in fiscal year 2020 and shall be valid for fiscal years 2019-2022, unless the General Meeting of Shareholders resolves to amend it earlier."; therefore, as the term of validity of the Company's Remuneration Policy, pursuant to Article 110 par. 2 of Law 4548/2018 may not exceed four (4) financial years, the Policy requires prompt revision and updating at the next General Meeting of the Company’s shareholders.

v. As regards the deviations from the use of raised funds, it was established that no case of application of Article 22 of Law 4706/2020 has taken place and consequently there is no object/scope for assessment.

vi. Regarding the disposal of the Company's assets in accordance with Article 23 of 4706/2020, it has been established that no transaction falling within the above regulatory scope has taken place and consequently there is no object/scope for assessment.

vii. Finally, as regards the Company's compliance with the Greek Corporate Governance Code (HCGC) of the Hellenic Corporate Governance Council, it was found that the deviations from it as reflected in this Corporate Governance Statement are accompanied by a full, specific and justified explanation, confirming the Company's compliance with the fundamental principle of the HCGC "comply or explain".

The result of the evaluation certifies that the Company complies with the legislative and regulatory framework governing the Corporate Governance System and adopts best practices in order to ensure the lawful, effective and orderly operation of the system, while aiming at its continuous improvement.

PART F - ADDITIONAL INFORMATION

1.1 Introduction

Article 10 par. Article 1 of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, provides the following for companies whose securities are listed for trading on a regulated market, according to the terminology of Law 4548/2018:

“1. Member states make sure that the companies stated in article 1 paragraph 1 publish detailed information as to the following:
(a) their capital structure, including securities that are not admitted to trading on a member state regulated market and, as is the case, indication of the several categories of shares with the rights and obligations associated with each category of shares and the percentage they represent on the total share capital;
(b) all restrictions in transfer of securities, such as restrictions on the holding of securities or the obligation to receive the approval of the company or of other holders of securities, without prejudice to article 46 of Directive 2001/34/ΕC;

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(c) the significant, direct or indirect participations (including indirect participations through pyramid structures or cross-shareholdings) in the sense of article 85 of Directive 2001/34/EC;
(d) the holders of any kind of securities that provide special control rights and description of these rights;
(e) the control mechanism that might be provided for in a system of employee participation, on condition that the control rights are not directly exercised by the employees;
(f) any kind of limitations to the right to vote, such as the limitations to the rights to vote in holders of a given percentage or number of votes, the deadlines for the exercise of the rights to vote, or systems in which, with the company’s cooperation, the financial rights derived from securities are distinguished from the holding of thesecurities; (g) the agreements between shareholders which are known to the company and may entail limitations in the transfer of securities and/or the rights to vote, in the sense of Directive 2001/34/ΕC; (h) the rules regarding the appointment and replacement of members of the Board as well as regarding the amendment of the Articles of Association; (i) the powers of the members of the Board, especially as to the possibility of issuance or repurchase of shares; (j) every important agreement in which the company participates and which starts to take effect, gets amended or expires in case of change in the control of the company, following a public takeover bid and the results of this agreement, unless if, owing to its nature, its being publicized would cause serious damage to the company. This exception does not apply where the company is expressly obliged to publicize similar information based on other legal requirements; (k) every agreement the company has entered into with the members of its Board or its staff, which provides for compensation in case of resignation or dismissal without substantial reason or if their employment is terminated due to the public takeover bid”.

1.2 The above information is contained in detail in Section F of this Report.

1.3 With regard to items c, d, f, h and i of paragraph 1 of article 10, the Company declares the following:

  • as to case c': the significant direct or indirect participations of the Company are the following:
    (a) "GLOBALSOFT S.A. FOR THE DEVELOPMENT AND MARKETING OF SOFTWARE AND HARDWARE FOR COMPUTER SYSTEMS", with its registered office in Nea Smyrni, Attica, in which the Company participates with a participation rate of 97.09%,
    (b) "PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD", with its registered office in Cyprus, in which the Company has a 100% stake,
    (c) "COMPUTER INTERNATIONAL FRANCE LTD.", with registered office in Nea Smyrni, Attica, in which the Company participates with a participation percentage of 50.18%, With regard to the said Limited Liability Company, it is noted that it, by virtue of the notarial deed No. 5055/01.07.2008 of the Notary of Athens Charikleia Serveta-Fili, has been dissolved and is in liquidation, the liquidation of which has not yet been completed,
    (d) "PROFILE SOFTWARE (UK) LTD", with its registered office in the United Kingdom, in which the Cypriot subsidiary participates with a 100% stake,

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(e) "PROFILE S.A. OF DIGITAL RECORDING, STORAGE AND DISPOSAL OF COURT PROCEEDINGS", with registered office in Nea Smyrni, Attica, in which the Company participates with a 100% stake, 
(f) "LOGIN S.A.", with registered office in France, in which "PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD" holds a 99.92% stake and "PROFILE SOFTWARE (UK) LTD" holds a stake of 0.08%, 
(g) "PROFILE TECHNOLOGIES SINGLE-MEMBER COMMERCIAL AND INDUSTRIAL INFORMATION TECHNOLOGY COMPANY", with registered office in Thessaloniki, in which the Company participates with a 100% stake, 
(h) "CENTEVO A.B.", with its registered office in Stockholm, Sweden and presence through a branch in Oslo, Norway, in which "PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD" holds a 100% stake.

Furthermore, the significant direct or indirect participations in the voting rights of the Company, within the meaning of the provisions of articles 9 to 11 of Law 3556/2007 are the following:
(a) Charalambos Stasinopoulos: 6,681,472 shares and voting rights (26.92%)
(b) Latover Holdings Limited (interests of Mr. Ch. Stasinopoulos): 3,543,660 shares and voting rights (14.28%).

  • as to case d’: there are no securities of any kind (including shares) which grant special control rights.

  • as to case f’: there are no known restrictions to the right to vote (such as restrictions of the rights to vote in holders of a given percentage or number of votes, deadlines for the exercise of the rights to vote, or systems in which, with the Company’s cooperation, the financial rights derived from securities are distinguished from the holding of securities). With regard to the exercise of the rights to vote at the General Meeting, there is an extensive reference in Section C΄of the present Corporate Governance Statement.

  • as to case h’: with regard to the appointment and replacement of members of the Company’s Board of Directors as well as the issues related to the amendment of the Company’s Articles of Association, there are no rules which differ from the provisions of l. 4548/2018, as currently in force. These rules are described in detail in Section Α΄ of the present Corporate Governance Statement.

  • as to case i’: there are no special powers of the Board of Directors or some of its members with regard to the issuance or repurchase of shares in accordance with article 49 of l. 4548/2018. The relevant authority and authority to the Board of Directors is always granted by virtue of a relevant decision of the General Meeting of the Company's shareholders. It is noted that pursuant to the relevant decision of the Annual Ordinary General Meeting of Shareholders dated May 31, 2024, the Board of Directors of the Company was granted the power to purchase a maximum of 1,000,000 treasury shares (including and aggregated in relation to the above limit of the total treasury shares already held by the Company in the context of previous treasury share acquisition programs, within a period of twenty-four (24) months from the date of the above decision, i.e. until 31.05.2026, and in accordance with the terms and restrictions set by article 49 of Law 4548/2018, with a market price range of two Euros (€2.00) per share (floor) and eight Euros (€8.00) per share (ceiling). During the financial year 2025, the Company purchased 412,048 treasury shares, with an average purchase price of €6.4905 per share, which corresponds to 1.66% of its share capital.

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Pursuant to the resolution of the Company’s Board of Directors dated 26 May 2025 regarding the suspension of the share buy-back programme as approved by the Annual Ordinary General Meeting of Shareholders held on 31 May 2024, the Company proceeded with the sale, through a private placement, of 350,000 treasury shares, representing 1.4143% of its paid-up share capital, at a sale price of €5.80 per share, for a total consideration of €2,030,000. The treasury shares sold had been acquired pursuant to the resolution of the Company’s General Meeting of Shareholders dated 31.05.2024. Through this transaction, the dispersion of the Company’s shares was enhanced by placement into high-quality investment portfolios, which constitutes one of the Company’s key strategic objectives in the context of strengthening both a healthy free float and the liquidity of the Company’s shares. th During the current financial year 2026 and up to 30 of March, the Company has not proceeded with the purchase of its own ordinary registered shares. As of the date of approval of this Report, the Company holds 259,574 treasury shares, with an average purchase price of €7.1897 per share, constituting approximately 1.0457% of its share capital and consequent voting rights.

  • Cases e’, g’, j’ and k’ do not apply.

PART G - SPECIAL DECLARATIONS

1.1 During the financial year 2025 (01.01.2025-31.12.2025), the Board of Directors carried out an annual review of the corporate strategy, the main business risks faced by the Company in the sector in which it operates, as well as the internal control systems implemented by the Company and found the following:

  • the corporate strategy is properly implemented and in accordance with the planning of the competent Directorates, in order for the Company to continue to be distinguished for the promotion of innovative products and services, the establishment of long-term relationships of trust and the creation of a feeling of intimacy among its partners, further developing its business model,
  • the main areas of business and financial risk of the Company as well as the issues that may have a significant impact on its financial statements, according to the size and complexity of its activities are included, have been analytically reported and dealt with in the relevant Section of the Management Report of the Board of Directors and finally
  • the internal audit is carried out in accordance with the applicable legislative and regulatory framework in general and the principles of the Code of Ethics, and covers the main activities of the company, in order to ascertain the adequacy of the management and organisation systems of the audited entity, to diagnose any irregularities, errors, weaknesses and potential fraud that may result in mismanagement and/or loss of assets and to verify the reliability of the measurement and presentation of the financial figures that constitute the image of the economic unit.

1.2 The Board of Directors of the Company hereby declares and confirms that the Audit Company, which is responsible for carrying out the statutory audit of the annual and half-yearly Financial Statements (corporate and consolidated), as well as the issuance of the annual tax certificate and the tax compliance report, does not provide any other non-audit services to the Company and therefore has no direct or indirect impact on the objectivity, integrity, reliability and effectiveness of the statutory audit.

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PART H - SUSTAINABLE DEVELOPMENT POLICY

1.# Introduction

1.1 This Sustainable Development Policy (hereinafter referred to as ‘Policy’) has been designed and developed by the Board of Directors of the Public Limited Company called ‘PROFILE UNLIMITED COMMERCIAL AND INDUSTRIAL INFORMATION COMPANY’ and the distinguishing title ‘PROFILE SYSTEMS & SOFTWARE S.A.’ (hereinafter referred to as ‘Company’ in the context of systematically taking steps to ensure that the Company complies fully and effectively with the provisions of Law 4706/2020 (GG A' 136/17.07.2020) on corporate governance, with a view to integrating sustainability issues and environmental, social (social responsibility) and corporate governance into corporate culture and strategy, with a view to creating a long-term value and a positive contribution to society.

1.2 "Sustainable development" is defined as a development policy aimed at meeting the economic, social and environmental needs of society and ensuring short- and long-term prosperity in the corporate and social environment, while achieving economic growth and environmental protection. Sustainability is measured on the basis of non-financial indicators relating to the environment, social responsibility and governance (ESG) and is economically significant (material) for the Company and the collective interests of key stakeholders such as employees, customers, suppliers, local communities and other important stakeholders.

1.3 This Policy entered into force on the basis of the Decision of the Board of Directors of the Company on 05/12/2022, following a proposal from the Company's Regulatory Compliance Officer.

1.4 Please note that a summary of this Policy will be incorporated into the applicable Company Rules of Procedure, in accordance with the provisions of Article 14 of l. 4706/2020 on corporate governance.

2. Scope of the Policy

2.1 This Policy applies to the Company and other companies of the Group, including those based abroad, the Management, employees, partners, as well as other interested parties.

3. Purpose of the Policy

3.1 This Policy reflects the company's responsibility and commitments to workers, the market, society and the environment in terms of sustainable development. The Company has integrated the principles of sustainable development into its business activities, its organisational structure and its overall mode of operation, recognising that these principles are a prerequisite for its long-term development. Care for the health and safety of workers, respect for and protection of the environment, full customer coverage and harmonious coexistence with the local communities in which it operates are the main themes of the sustainable development of the Company.

4. Policy Objective

4.1 Commitments of the Company

4.1.1 Sustainable development is a strategic objective and commitment of the Company and is in line with the principles and values that it adopts and applies in the conduct of its business, which consist of integrity, accountability, transparency, efficiency, teamwork, knowledge, continuous customer satisfaction and innovation.

4.1.2 In this policy the Company Management is committed to:

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  • the continued development of the Company and the other companies in the Group;
  • the development of the business model and the creation of long-term economic value for shareholders and interested parties;
  • the adoption of mechanisms of interaction and understanding of stakeholders' expectations and monitoring their effectiveness;
  • meeting the expectations of interested parties (workers, customers, suppliers, shareholders, social bodies, business community, institutional bodies, etc.);
  • the observance and protection of the principles and values of the Company and the Group as a whole;
  • ensuring business ethics and regulatory compliance;
  • monitoring the implementation of the internal regulations, policies, processes and guidelines for sustainable development at all levels of activity of the Company and other companies in the Group;
  • strengthening innovation;
  • the provision of optimal products and services, inter alia, with a view to protecting the environment;
  • ensuring the health and safety of personnel, developing the skills and competences of workers and providing equal opportunities, while respecting diversity;
  • to support local communities through actions to address local issues;
  • a commitment to the continuous improvement of products and services;
  • the development of strong business relationships and trust with customers and suppliers.
  • systematic monitoring of its environmental footprint.

In order to achieve these commitments, the Company and other group companies focus on the thematic pillars of sustainable development as described below.

4.2 Corporate Governance

4.2.1 The Company has developed and implemented a system of modern and good corporate governance, which is fully and fully in line with and in line with current legislation, the Greek Corporate Governance Code (ECJ) and best practices. In this context, the Company operates with well-defined structures, administrative bodies, policies, procedures and regulations that contribute to greater transparency and optimal decision-making, taking into account the interests of the parties concerned. Company Management has set high standards of moral behaviour and has zero tolerance in cases of fraud, corruption, corruption, market abuse, etc.

4.2.2 The company is active for the purpose of the aid of:

  • effective governance
  • regulatory compliance
  • effective risk management
  • optimizing operational performance
  • the use of modern systems
  • the principles and values of the Company and the Group in general for the benefit of the interests of shareholders and for the sake of accountability to interested parties and society.

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4.3 Environment

4.3.1 The Company operates responsibly towards the environment and the use of natural resources. It commits itself to taking action and to developing environmental protection initiatives and reducing its environmental footprint by reducing energy consumption, adopting systematic recycling and waste management practices, reducing the use of plastic and reducing transport pollutants. Environmental protection is a matter for everyone and environmental policy is embedded across all aspects of corporate activity.

4.3.2 In cooperation with "SCALE", a non-profit organisation that looks after the socially weak, collects and pushes paper for recycling, which not only contributes to environmental protection but also provides food and housing for the homeless, who are involved in recycling and collection. The Company is also an active supporter of "Think Before Printing", including its logo on all its electronic communications.

4.3.3 Within the framework of the Sustainable Development Goals (SDGs), the Paris Agreement on Climate (2015) and the European Green Agreement (2019), the monitoring of international developments, the improvement of company environmental performance and the identification of risks arising from climate change are key areas for strengthening company environmental policy.

4.4 Society

4.4.1 Recognizing the social impact of its activity, the Company plans and implements actions aimed at enhancing the quality of life, improving the technological skills of the community and transitioning the country to the digital age. In cooperation with NON-GOVERNMENTAL ORGANISATIONS and other utilities, it shall take action to strengthen the opportunities for the livelihood of disadvantaged social groups, make donations and stand in solidarity with the actions organized to support vulnerable social groups.

4.4.2 In this context, the Company:

  • invests in the young generation and participates in various entrepreneurship and candidate search actions such as Regeneration, Job-Pairs, Junior Achievement GR, Alliance for Digital Employability, with the aim of helping students and young professionals to expand their professional aspirations and plan their next steps;
  • launched the Stackforce Coding School Fellowship Programme, offering scholarships to technical college graduates to further enrich their planning skills, offering them the opportunity to work alongside experienced staff;
  • supports a series of non-profit organisations providing medical care and support to less privileged children and societies within and outside borders, such as Doctors Without Borders, ELEFA, the Vision of Hope and the Non-profit ORGANISATION ERIC;
  • offers computer equipment to schools, as well as to children in socially disadvantaged families. It offers IT equipment to schools, as well as to children from socially weaker families.

4.5 Human resources – Health and safety at work

4.5.1 One of the main priorities of the Administration is to maintain and strengthen the climate of industrial peace and to continuously improve working conditions in order to make the most of the

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productive potential of the Company and the Group. It shall ensure every day that all necessary measures are taken and that best practices are adopted in order to comply fully and completely with the existing provisions of labour and insurance legislation. It applies the existing labour legislation strictly and respects the relevant provisions and provisions on child labour, human rights and the possibility of workers being involved in trade union bodies.

4.5.2 The Administration shall not discriminate against recruitment, remuneration and promotion based on sex, race, colour, ethnic or social origin, religion, belief, property, birth, disability, age, sexual orientation, marital status, any membership of trade unions or any other characteristics.The only factors to be taken into account are the training, qualification, experience, efficiency and competence of the individual, while encouraging and recommending that all employees of the Group respect the diversity of each employee, customer and supplier of the employee and not accept any discriminatory behaviour in any form. Particular importance is attached to the professional development of women by providing equal opportunities in terms of pay and career development.

4.5.3

The protection of the health and safety of both the Company and the Group as a whole is a top priority for the Administration, which systematically monitors and controls all the risks that may arise from this activity and takes all necessary preventive measures to prevent accidents. All employees of the Group shall attend training seminars on occupational health and safety, and the Management shall ensure that fire safety rules are respected and that emergency situations are met, and that fire protection, fire fighting, portable fire fighting personnel are trained and preparedness exercises are carried out to prevent and respond to emergencies. Finally, it supports a variety of actions to promote the well-being and balance between workers' professional and personal lives and ensures that a climate of mutual trust and understanding is created through appropriate channels of communication, allowing workers to share concerns, concerns and any other matter relating to their work.

4.5.4

The success of both the Company and the Group depends on its people. The Administration shall provide a safe and stable working environment for all workers to be motivated to be productive and geared towards achieving the best result, to take initiatives in the interests of the company and to manage their personal development with commitment and integrity. Through the Human Resources Department of the Company and the other companies of the Group, the Management distinguishes the skills of its employees and places them in positions where they will make the greatest contribution to achieving the common goals in a dedication and team spirit and will be able to distinguish between them.

4.6 Customers – Suppliers

4.6.1

In a rapidly changing environment, businesses need technologically advanced and reliable software systems providing innovative solutions and safety. The Company is committed to providing a high level of innovative, high quality products and services, ensuring the safety of its customers and offering them at competitive prices. It invests in research and development with a view to development, innovation, the provision of integrated solutions, high-quality products and innovative services that meet the needs, demands and wishes of and the most demanding customers. The aim of the Company is to establish strong and long-term relationships of cooperation and trust with its clients and not merely formal business transactions.

4.6.2

The Company shall ensure effective cooperation with its suppliers by clearly communicating the terms of cooperation and assessing them on the basis of approved criteria (qualitative and quantitative) 107 Annual Financial Statements for the period January 1, to December 31, 2025 (Amounts in Euros) to ensure that the selected suppliers/partners have the necessary know-how as well as the ability to perform and deliver the contracted tasks and services. In assessing its suppliers, before and during cooperation, the Company takes into account both financial and the adoption by them of specific environmental, social and governance criteria in order to have a holistic picture of their sustainable development performance. The main conditions for establishing cooperation are integrity, honesty, transparency and the establishment of mutual trust relationships with the supplier concerned.

4.7 Other stakeholders

4.7.1

The Company develops relations with all other stakeholders based on trust and honesty. Through the implementation of procedures, regulations and policies, as well as the principles and values that govern it, it promotes and enhances transparency and open and two-way communication with all stakeholders. which are evaluated annually for their effectiveness and updated or revised whenever necessary.

5. Approval and Communication

5.1

All actions undertaken in the context of sustainable development are included in the company’s financial statements in the context of non-financial reporting. The aim is to inform interested parties in an integrated, transparent and effective way about the company's strategy, objectives and performance on key issues of sustainable development.

5.2

Policy is communicated to all company staff and other group companies and is posted on the Company's website.

6. Policy Monitoring

6.1

The Governing Council assesses the adequacy, adequacy and effectiveness of this Policy, monitors its implementation, records through its executives any identified weaknesses and shortcomings and makes the necessary and appropriate suggestions for improvement.

6.2

The policy shall be reviewed and reviewed on an annual basis and its design and implementation shall be amended and revised whenever appropriate, necessary, appropriate or necessary.

This Corporate Governance Declaration is an integral and specific part of the Annual Report (Management) of the Board of Directors of the Company.

Nea Smyrni, 30 March 2026
The Company’s Board of Directors
108

Independent Auditor’s Report

To the Shareholders of the company “PROFILE SYSTEMS & SOFTWARE S.A.”

Report on the Audit of the Separate and Consolidated Financial Statements

Opinion

We have audited the accompanying separate and consolidated financial statements of “PROFILE SYSTEMS & SOFTWARE S.A.” (the Company), which comprise the separate and consolidated statement of financial position as at 31 December 2025, the separate and consolidated statements of income and other comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements comprising material accounting policy information.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company “PROFILE SYSTEMS & SOFTWARE S.A.” and its subsidiaries (the Group) as at 31 December 2025, their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated into the Greek Legislation. Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements” section of our report. We are independent of the Company and its consolidated subsidiaries throughout our appointment in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek Legislation and the ethical requirements that are relevant to the audit of the separate and consolidated financial statements in Greece, and we have fulfilled our other ethical responsibilities in accordance with the requirements of the current legislation and the above-mentioned 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 consolidated financial statements of the audited period. These matters and the related risks of material misstatement were addressed in the context of the audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
109

Key audit matter Addressing the audit matter
1. Recognition and Impairment of intangible assets Our audit procedures regarding the recognition and impairment of intangible assets included, among other also the following:
At 31 December 2025 in the Annual Financial Report, the Group presents Goodwill of amount € 2.111 thousand and Intangible assets of amount € 14.420 thousand. • With regard to the recognition of intangible assets, we examined whether the recognition criteria set out in IAS 38 "Intangible Assets" were met.
According to the requirements of IAS 36 the goodwill and the intangible assets with indefinite useful life are tested for impairment at least on an annual basis, while intangible assets with a finite useful life are tested for impairment whenever there are indications of impairment. • We assessed Management's estimates on whether there are indications of impairment for intangible assets.
Intangible assets acquired individually are recognised at cost, while those acquired through business combinations are recognised at fair value at the date of acquisition. • With regard to the goodwill impairment testing, we assessed the reasonableness of the assumptions of the valuation models (projected cash flows, discount rates, etc.) and, more generally, the appropriateness of the methodology used to determine the value in use.
For an intangible asset that does not generate significant independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the intangible asset relates. • We assessed the reliability of management's forecasts by comparing the actual performance against previous forecasts.
It is noted that the most significant asset included in the item “Intangible assets” in the Statement of the annual financial report. • Additionally, we assessed the adequacy and appropriateness of the disclosures in notes 3, 12 and 13 of the annual financial report.

2. Recoverability of receivables

At 31 December 2025, the Group's trade receivables amount to € 12.303 thousand. In these balances is included a provision for impairment amounting € 5.675 thousand. Also, contested receivables amounting € 1.736 thousand are included in the account trade receivables.

Management assesses the recoverability of the Group's receivables and assesses the required impairment provision for expected credit losses.

In order to assess the required provision for impairment of overdue or contested receivables, management reviews the maturity of customers' balances and their credit history, assesses the customer's ability to repay and the expected time of collection and takes into consideration the estimates of its Legal Advisor regarding the contested receivables in general.

We consider the assessment of recoverability of the Company’s receivables to be one of most significance matter, on the one hand, because receivables are among the main Assets items and, on the other hand, because of the critical estimates and judgments of the Management.

Key audit matter

110

Addressing the audit matter

Our audit procedures regarding the recoverability of trade receivables included, among other the following:

  • Understanding credit control procedures and main control for granting credit to customers.
  • Understanding the procedure in terms of monitoring trade receivables and factors (data, assumptions and technical considerations) that are taken into account for assessing the provision for impairment.
  • We assessed that the methodology applied by Management is consistent with the provisions of IFRS 9.
  • Examination of lawyers' reply letters, on matters they handle, for identifying any matters indicating trade receivables balances that are not recoverable in the future.
  • Receiving confirmation letters from third parties for a representative sample of trade receivables and performance of procedures after the date of the financial statements for receipts of year-end receivable balances.
  • Assessment of the adequacy and appropriateness of the disclosures in notes 3, 16 and 17 of the annual financial report.

Other information

Management is responsible for the other information. The other information comprises the information included in the Board of Directors’ Report for which reference is made to the “Report on other Legal and Regulatory Requirements”, to the Statements of the Members of the Board of Directors but does not include the financial statements and the 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 in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 IFRSs, as adopted 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 111 applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.

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

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

Our objectives are to obtain reasonable assurance about whether the separate and 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 incorporated into the 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 incorporated into the Greek Legislation, we exercise professional judgement 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 the 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 the 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 112 financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • We design and perform the audit of the Group with the aim of obtaining sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the separate and consolidated financial statements. We are responsible for the direction, supervision and performance of the company and of its subsidiaries audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the audited period 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 and the Corporate Governance Statement included in this report, according to the provisions of paragraph 1 of cases aa, ab, and b of article 154C of L. 4548/2018, we note that:

a) The Board of Directors’ Report includes the corporate governance statement that provides the information defined under article 152 of L. 4548/2018.

b) In our opinion the Board of Directors’ Report has been prepared in accordance with the applicable legal requirements of the articles 150 and 153 of L. 4548/2018 with the exception of the submission requirement of the sustainability statement of paragraph 5A of the article 150 of the above law, and its content corresponds with the accompanying financial statements for the year ended 31.12.2025.c) Based on the knowledge we obtained during our audit of the company “PROFILE SYSTEMS & SOFTWARE S.A.” and its environment, we have not identified any material misstatements in the Board of Directors’ Report. 113

2. Additional Report to the Audit Committee

Our audit opinion on the accompanying separate and consolidated financial statements is consistent with our Additional Report to the Company’s Audit Committee referred to in article 11 of European Union (EU) Regulation 537/2014.

3. Provision of non-audit services

We have not provided to the Company and its subsidiaries the prohibited non-audit services referred to in article 5 of EU Regulation 537/2014 or other permitted non-audit services.

4. Auditor’s Appointment

We were appointed for the first time as Certified Auditors Accountants of the Company by the dated 31 May 2024 decision of the annual ordinary general meeting of shareholders. Since that time, our appointment has been uninterruptedly renewed, pursuant to the resolutions adopted at each annual ordinary general meeting of Shareholders, for an aggregate period of one year.

5. Operating Regulation

The Company has an Operating Regulation in accordance with the content provided by the provisions of article 14 of L. 4706/2020.

6. Assurance Report on the European Single Electronic Reporting Format

Subject Matter

We have undertaken the assignment of reasonable assurance with the purpose of examining the digital files of the company “PROFILE SYSTEMS & SOFTWARE S.A.” (hereinafter Company and/or Group), which were prepared in accordance with the European Single Electronic Format (ESEF), which comprise 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 corresponding XBRL file (21380051TUVZ3KYK5G44-2025-12-31-el.zip) with the appropriate tagging, related to the aforementioned consolidated financial statements, including other explanatory information (Notes to the financial statements) (hereinafter referred to as the "Subject Matter"), in order to determine whether they were prepared in accordance with the requirements specified in the section Applicable Criteria.

Applicable Criteria

The Applicable Criteria for the European Single Electronic Format (ESEF) are defined by the delegated Regulation of the European Commission (EC) 2019/815, as amended by Regulation (EC) 2020/1989 (hereinafter referred to as the ESEF Regulation), and the 2020/C 379/01 Interpretative Communication of the European Commission of November 10, 2020, as provided by Law 3556/2007 and the relevant announcements of the Capital Market Commission and the Athens Stock Exchange. In summary, these criteria specify, among other, that: 114
- All annual financial reports should be prepared in XHTML format.
- Regarding the consolidated financial statements based on the International Financial Reporting Standards, the financial information included in the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, and the Statement of Cash Flows, as well as the financial information included in the other explanatory notes, should be tagged with XBRL tags (XBRL ‘tags’ and ‘block tag’) in accordance with the ESEF Taxonomy, as applicable. The technical specifications for ESEF, including the relevant taxonomy, are outlined in the Regulatory Technical Standards of ESEF

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, as well as for such internal control as management determines is necessary to enable the preparation of digital files that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities

Our responsibility is to issue this Report regarding the evaluation of the Subject Matter, based on the work we have performed, which is described below in the section "Scope of Work Performed." Our work was carried out in accordance with International Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other than Audits or Reviews of Historical Financial Information” (hereinafter referred to as “ISAE 3000”), with the aim of obtaining reasonable assurance. ISAE 3000 requires us to design and perform our work in such a way that we obtain reasonable assurance for the evaluation of the Subject Matter in accordance with the Applicable Criteria. As part of the procedures performed, we assess the risk of material misstatement of the information related to the Subject Matter. We believe that the information we have gathered is sufficient and appropriate, and supports the conclusion expressed in this assurance report.

Professional Ethics and Quality Management

We are independent of the Company and the Group 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, as well as Regulation (EU) 537/2014. Our audit firm applies International Standard on Quality Management (ISQM) 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services” and, accordingly, maintains a comprehensive quality management system that includes documented policies and procedures concerning compliance 115 with ethical requirements, professional standards, and applicable legal and regulatory requirements.

Scope of Work Performed

The assurance work we performed is strictly limited to the matters included in Decision No. 214/4/11-02-2022 of the Board of Directors of the Accounting Standards and Auditing Committee (ELTE) and in the "Guidelines regarding the work and assurance report of Chartered Accountants on the European Single Electronic Format (ESEF) reporting by issuers with securities listed on a regulated market in Greece," as issued by the Body of Chartered Auditors on 14/02/2022, in order to obtain reasonable assurance that the financial statements of the Company, prepared by management, comply in all material respects with the Applicable Criteria.

Inherent Limitations

Our work covered the matters mentioned in the "Scope of Work Performed" section to obtain reasonable assurance based on the procedures described. In this context, the work we performed could not provide absolute assurance that all issues that could be considered as material weaknesses would be identified.

Conclusion

Based on the work performed and the evidence obtained, we conclude that the separate and consolidated financial statements of the Company and the Group for the fiscal year ended 31 December 2025 in XHTML file format, as well as the corresponding XBRL file (21380051TUVZ3KYK5G44-2025-12-31-el.zip) with the appropriate tagging, related to the aforementioned consolidated financial statements, including other explanatory information, have been prepared, in all material respects, in accordance with the requirements set out in the Applicable Criteria.

Palaio Faliro, 31 March 2026

The Certified Public Accountant
FORVIS MAZARS Certified Public Accountants Business Advisors S.A
14, Α mfitheas Ave. - 175 64 Palaio Faliro
Konstantinos Makris
SOEL Reg. No: 154
SOEL Reg. No: 26771 116

PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME

CONDENSED FINANCIAL STATEMENTS (CONSOLIDATED AND COMPANY) AS OF 31 DECEMBER 2025

The Annual Financial Statements of the Company and the Group for the period from 01.01.2025 to 31.12.2025, presented on pages 118 to 169, have been prepared in accordance with the International Financial Reporting Standards (IFRS) and were approved by the Board of Directors at its meeting held on 30 March 2026 and are signed by:
(a) Charalampos Stasinopoulos, Chairman of the BoD,
(b) Evangelos Angelides, Managing Director
(c) Giannis Litsios, Chief Financial Officer 117

Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

STATEMENT OF FINANCIAL POSITION

Amounts in € Note GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
ASSETS
Non-current assets
Property, plant and equipment 11 4,492,382 4,741,832 4,448,563 4,680,124
Right of use assets 30 783,187 562,960 147,598 105,174
Goodwill 12 2,111,123 2,031,914 - -
Intangible assets 13 14,420,259 13,765,493 3,677,234 2,779,175
Investments in Related Companies 14 - - 8,147,702 7,111,060
Deferred tax assets 9 576,267 490,415 346,109 325,119
Other non-current financial assets 178,870 175,557 5,008,245 6,408,248
Total 22,562,088 21,768,171 21,775,451 21,408,900
Current assets
Inventories 15 226,625 129,713 221,931 122,597
Trade receivables 16 12,302,875 13,865,004 7,107,038 8,507,969
Other Receivables 17 18,044,609 9,345,311 17,349,983 8,923,313
Prepaiments 17 3,392,110 1,267,194 3,384,886 1,259,909
Financial Assets at FVTPL 18 5,451,426 4,501,570 3,868,694 2,899,310
Cash and cash equivalents 19 25,745,542 16,735,111 14,521,417 6,614,000
Total 65,163,187 45,843,903 46,453,949 28,327,098
TOTAL ASSETS 87,725,275 67,612,074 68,229,400 49,735,998
EQUITY AND LIABILITIES
Equity
Share capital 20 5,709,505 5,691,565 5,709,505 5,691,565
Share premium 20 2,977,710 2,929,350 2,977,710 2,929,350
Treasury Shares 21 (1,867,210) (900,134) (1,866,113) (899,037)
Reserves 22 17,766,465 15,709,379 17,640,708 15,584,507
Retained earnings - 15,681,235 12,965,185 3,104,693 1,490,521
Total 40,267,705 36,395,345 27,566,503 24,796,906
Non-controlling interest - (109,038) (108,718) - -
Total equity 40,158,667 36,286,627 27,566,503 24,796,906
LIABILITIES
Non-current liabilities
Long Term Borrowings 23 6,676,214 3,550,000 6,676,214 3,550,000
Long term lease liabilities 30 205,626 299,550 116,701 72,468
Deferred tax liabilities 9 386,786
:--- :--- :--- :--- :--- :---
1/1/2025 - 31/12/2025 1/1/2024 - 31/12/2024 1/1/2025 - 31/12/2025 1/1/2024 - 31/12/2024
Employee benefit obligations 24 714,501 603,844 162,062 144,078
Government grants 26 1,223,001 247,500 - -
Other non-current liabilities - - - 3,500 3,500
Long term provisions - 76,605 41,649 35,000 35,000
Total 9,282,733 5,022,373 6,993,477 3,805,046
Current liabilities
Trade payables 27 5,896,325 2,063,573 6,685,801 1,924,792
Income Tax Payable - 1,571,479 1,140,564 818,495 500,547
Short Term Borrowings 23 9,294,311 6,032,099 8,055,020 4,792,163
Short term lease liabilities 30 610,855 306,610 36,660 36,824
Other Payables 28 19,130,076 14,156,929 16,928,601 11,827,160
Other tax liabilities - 1,780,829 2,603,299 1,144,843 2,052,560
Total 38,283,875 26,303,074 33,669,420 21,134,046
Total liabilities 47,566,608 31,325,447 40,662,897 24,939,092
TOTAL EQUITY AND LIABILITIES 87,725,275 67,612,074 68,229,400 49,735,998

The notes are an integral part of the annual consolidated financial statements. 118 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

STATEMENT OF COMPREHENSIVE INCOME

Amounts in € Note GROUP 1/1/2025 - 31/12/2025 GROUP 1/1/2024 - 31/12/2024 COMPANY 1/1/2025 - 31/12/2025 COMPANY 1/1/2024 - 31/12/2024
Revenue 6 47,507,820 40,093,945 34,323,287 26,183,879
Cost of Sales 7 (27,757,415) (22,369,975) (22,655,193) (17,411,116)
Gross profit 19,750,405 17,723,970 11,668,094 8,772,763
Other Income 7 555,467 1,235,044 171,268 761,500
Distribution expenses 7 (4,805,211) (4,216,551) (3,382,246) (2,458,242)
Administrative expenses 7 (2,762,299) (2,694,209) (1,808,261) (1,703,214)
Research and developement expenses 7 (2,969,222) (2,712,262) (1,515,580) (1,454,307)
Other Expenses 7 (226,275) (1,470,530) (45,632) (933,193)
Operating profit 9,542,865 7,865,462 5,087,643 2,985,307
Dividends income - - 1,800,000 1,225,000
Finance income/(expenses) net 8 (1,322,495) (612,199) (749,442) (488,888)
Profit before tax 8,220,370 7,253,262 6,138,201 3,721,419
Income tax 9 (1,868,295) (1,664,563) (1,124,260) (772,531)
Net profit for the year (A) 6,352,075 5,588,700 5,013,941 2,948,888
Net profit for the year from Dis-Continued Operations - - - -
Non Controlling Interest (313) 515 - -
Net profit for the year attributable to the Shareholders of the Parent Company 6,352,388 5,588,185 5,013,941 2,948,888
Other Comprehensive Income
Items that will not be subsequently reclassified to profit and loss
Foreign exchange differences from translating foreign operations (234,230) 390,937 - -
DBO Revaluation (1,053) (21,991) 819 (20,563)
Tax on other Comprehensive income that will not be reclassified to Insome Statement 231 4,838 (180) 4,524
Other Comprehensive Income/ (Expenses) for the period (net after taxes) (B) (235,052) 373,784 639 (16,039)
Total Comprehensive Income/ (Expenses) for the period (A+B) 6,117,023 5,962,484 5,014,580 2,932,849
Shareholders of the Parent Company 6,117,343 5,961,975 - -
Non Controlling Interest (320) 508 - -
Basic Earnings Per Share 10 0.2577 0.2282 0.2034 0.1204
Diluted Earnings Per Share 10 0.2571 0.2265 0.2030 0.1195

The notes are an integral part of the annual consolidated financial statements. 119 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

STATEMENT OF CHANGES IN EQUITY (GROUP)

Amounts in € Share capital Share premium Treasury Shares Statutory reserve Other Reserves Tax Free Reserves Retained Earnings Non- controlling interest
Equity on January 1, 2024 5,654,883 2,830,467 (313,622) 1,011,829 10,448,101 2,638,579 9,724,440 (109,226)
Profit after tax for the year - - - - - - 5,588,185 515
Other comprehensive income for the year - - - - - - 373,791 (7)
Total Comprehensive Income - - - - - - 5,961,976 508
Purchase of Treasury Shares (note 21) - - (586,512) - - - - -
Establishment of statutory reserve (note 22) - - - 296,246 - - (296,246) -
Share Capital Increase (note 20) 36,682 98,883 - - - - - -
Dividends for the year - - - - - - (1,199,985) -
Stock Option reserve (note 22) - - - - 89,624 - - -
Transfer of Intragroup dividends (note 22) - - - - 1,225,000 - (1,225,000) -
Equity on December 31, 2024 5,691,565 2,929,350 (900,134) 1,308,075 11,762,725 2,638,579 12,965,185 (108,718)
Equity on January 1, 2025 5,691,565 2,929,350 (900,134) 1,308,075 11,762,725 2,638,579 12,965,185 (108,718)
Profit after tax for the year - - - - - - 6,352,388 (313)
Other comprehensive income for the year - - - - - - (235,045) (7)
Total Comprehensive Income - - - - - - 6,117,343 (320)
Purchase of Treasury Shares (note 21) - - (2,674,198) - - - - -
Sale of Treasury Shares (note 20) - - 1,707,122 - - - 250,268 -
Establishment of statutory reserve (note 22) - - - 251,582 - - (251,582) -
Share Capital Increase (note 20) 17,940 48,360 - - - - - -
Dividends for the year - - - - - - (1,599,979) -
Stock Option reserve (note 22) - - - - 5,504 - - -
Transfer of Intragroup dividends (note 22) - - - - 1,800,000 - (1,800,000) -
Equity on December 31, 2025 5,709,505 2,977,710 (1,867,210) 1,559,657 13,568,229 2,638,579 15,681,235 (109,038)

The notes are an integral part of the annual consolidated financial statements. 120 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

STATEMENT OF CHANGES IN EQUITY (COMPANY)

Amounts in € Share capital Share premium Treasury Shares Statutory reserve Other Reserves Tax Free Reserves Retained Earnings Total
Equity on January 1, 2024 5,654,883 2,830,467 (312,525) 960,468 10,391,330 2,639,597 1,261,145 23,425,365
Profit after tax for the year - - - - - - 2,948,888 2,948,888
Other comprehensive income for the year - - - - - - (16,039) (16,039)
Total Comprehensive Income - - - - - - 2,932,849 2,932,849
Purchase of Treasury Shares (note 21) - - (586,512) - - - - (586,512)
Share Capital Increase (note 20) 36,682 98,883 - - - - - 135,565
Establishment of statutory reserve (note 22) - - - 278,488 (278,488) - - -
Dividends for the year - - - - - - (1,199,985) (1,199,985)
Stock Option reserve (note 22) - - - - 89,624 - - 89,624
Transfer of Intragroup dividends (note 22) - - - - 1,225,000 - (1,225,000) -
Equity on December 31, 2024 5,691,565 2,929,350 (899,037) 1,238,956 11,705,954 2,639,597 1,490,521 24,796,906
Equity on January 1, 2025 5,691,565 2,929,350 (899,037) 1,238,956 11,705,954 2,639,597 1,490,521 24,796,906
Profit after tax for the year - - - - - - 5,013,941 5,013,941
Other comprehensive income for the year - - - - - - 639 639
Total Comprehensive Income - - - - - - 5,014,580 5,014,580
Purchase of Treasury Shares (note 21) - - (2,674,198) - - - - (2,674,198)
Sale of Treasury Shares (note 20) - - 1,707,122 - - - 250,268 1,957,390
Share Capital Increase (note 20) 17,940 48,360 - - - - - 66,300
Establishment of statutory reserve (note 22) - - - 250,697 - - (250,697) -
Dividends for the year - - - - - - (1,599,979) (1,599,979)
Stock Option reserve (note 22) - - - - 5,504 - - 5,504
Transfer of Intragroup dividends (note 22) - - - - 1,800,000 - (1,800,000) -
Equity on December 31, 2025 5,709,505 2,977,710 (1,866,113) 1,489,653 13,511,458 2,639,597 3,104,693 27,566,503

The notes are an integral part of the annual consolidated financial statements. 121 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

STATEMENT OF CASH FLOW

Amounts in € Note GROUP 1/1/2025 - 31/12/2025 GROUP 1/1/2024 - 31/12/2024 COMPANY 1/1/2025 - 31/12/2025 COMPANY 1/1/2024 - 31/12/2024
Cash flows from operating activities
Profit before tax 8,220,370 7,253,262 6,138,201 3,721,419
Adjustments for:
Depreciation 11,13,30 3,578,622 2,478,428 964,312 912,050
Provisions 294,256 354,047 113,289 606,604
Stock Option Reserve 22 5,504 89,624 5,504 89,624
Non-cash income/expenses (347,323) (193,368) (5,119) (56,342)
Results (income, expenses, profits and losses) of investment activity 52,860 (59,503) (1,740,985) (1,302,137)
Exchanges Differences 356,083 153,691 66,756 6,157
Interest expense and similar expenses 961,433 664,607 623,671 559,867
Operating profit before changes in working capital 13,121,805 10,740,789 6,165,629 4,537,242
(Increase) / Decrease Inventories (96,912) 789,824 (99,334) 789,824
Receivables (10,571,981) (3,182,246) (8,899,285) (2,847,162)
Payables (banks excluded) 8,691,877 4,221,339 8,959,855 3,518,197
Payments for staff compensation (80,897) (138,681) (52,711) (40,601)
Interest and related costs paid (1,124,049) (907,873) (1,017,321) (782,245)
Income tax paid (846,539) (1,116,518) (245,198) (278,922)
Net cash from/used in operating activities (a) 9,093,304 10,406,634 4,811,635 4,896,333
Cash flows from investing activities
Purchase of Financial Assets 18 (3,231,554) (3,074,900) (1,395,427) (1,040,193)
Purchase of tangibles and intangible assets 11,13 (3,505,880) (3,598,789) (1,579,201) (1,358,262)
Loans to related parties 29 - - 600,000 (1,750,000)
Acquisition of subsidiaries, associated companies, joint ventures, and other investments - - (1,036,642) (144,035)
Interest Received 481,921 285,704 401,889 192,071
Dividends Received - - 1,600,000 1,225,000
Proceeds from sale of securities 18 2,249,602 3,696,605 410,686 968,663
Net cash from/used in investing activities (b) (4,005,911) (2,691,380) (998,695) (1,906,756)
Cash flows from financing activities
Proceeds from share capital increase 20 66,300 135,565 66,300 135,565
Purchase/Sale of treasury shares 21 (644,198) (558,169) (644,198) (558,169)
Payments of from financial leases liabilities 30 (380,831) (361,380) (49,961) (42,391)
Dividends Paid (1,599,979) (1,199,985) (1,599,979) (1,199,985)
Government Grants 26 - 186,772 - 32,772
Receipts of borrowings 23 7,197,012 4,800,000 7,197,012 4,800,000
Payments of borrowings 23 (808,586) (1,285,714) (807,941) (1,285,714)
Net cash from/used in financing activities (c) 3,829,718 1,717,089 4,161,233 1,882,078
Net increase/ (decrease) in Cash and cash equivalents (a) + (b) + (c) 8,917,111
:--- :--- :--- :---
9,432,343 7,974,173 4,871,655
Cash & equivalents at the beginning of the period 16,735,111 7,319,937 6,614,000 1,742,345
Currency translation differences on cash and bank overdrafts 93,320 (17,169) (66,756) -
Cash and cash equivalent at the end of the year 25,745,542 16,735,111 14,521,417 6,614,000

The notes are an integral part of the annual consolidated financial statements. 117 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION ABOUT THE COMPANY AND THE GROUP

The Company “PROFILE SYSTEMS & SOFTWARE S.A.” with the distinctive name “PROFILE SYSTEMS & SOFTWARE ” (hereafter referred to as the ‘‘Company’’, or the ‘‘Parent’’, or “Profile”) and its subsidiaries (hereafter jointly referred to as the ‘‘Group’’) have principal activities, in accordance with article 3 of its Articles of Incorporation, in the manufacturing and marketing of software and PCs, providing data transmission services through selected and other communication networks.

The Company’s registered office is at 199 Syngrou Avenue, Nea Smyrni and has 132 employees at 31.12.2025, while the Group has 216 employees in total. The Company's shares are listed and traded on the Athens Stock Exchange. The Company's and the Group's annual financial statements for the year ended December 31, 2025 were approved by the Company’s Board of Directors at its meeting held on March 30, 2026.

2. BASIS OF THE PREPARATION OF THE ANNUAL FINANCIAL STATEMENTS

2.1 Basis for the preparation of the Financial Statements

The consolidated financial statements for the year ended December 31, 2025, have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (“IASB”), as endorsed by the European Union (“EU”), and present the financial position, results of operations and cash flows of the Group on a going concern basis and the accrual principle. Management has concluded that the going concern basis of preparation of the accounts is appropriate.

The consolidated financial statements have been prepared in accordance with the historical cost basis except for the financial instruments which are measured at fair value through profit and loss.

The preparation of financial statements, in accordance with IFRS, requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 2.4 “Significant accounting estimates and judgements”. Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events as assessed to be reasonable under normal circumstances.

2.2 Group structure and basis of consolidation

The attached Group financial statements comprise the financial statements of the Parent Company in addition to the consolidated financial statements of the Group and its subsidiaries on which Profile has the ability to exercise control. All subsidiaries (companies in which the Group has direct or indirect ownership of 50% or more voting interest or has the power to control the Board of the investees) have been consolidated. At each reporting period, the Group reassesses whether it exercises effective control over the investments, in case there are events and circumstances indicating a change in effective control’s indications. Subsidiaries are consolidated from the date on which effective control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. The date of preparation of the financial statements of the subsidiaries coincides with that of the Company using the same accounting principles. 123 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company using consistent accounting policies. Gain or losses of subsidiaries, along with other comprehensive income, are attributed to the non- controlling interest even if that results in a deficit balance. All intra-group balances transactions and unrealized gains and losses resulting from intra-group transactions are eliminated in full in the consolidated financial statements. Where necessary, accounting policies for subsidiaries have been revised to ensure consistency with the policies adopted by the Group. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

  • Derecognizes the assets (including goodwill) and liabilities of the subsidiary ;
  • Derecognizes the carrying amount of any non-controlling interest ;
  • Recognizes the fair value of any investment retained;
  • Recognizes any surplus or deficit in profit or loss;
  • Reclassifies the parents’ share of components previously recognized in other comprehensive income to profit and loss.

Investments in subsidiaries in the separate financial statements are accounted for at cost less any accumulated impairment. The following table presents the subsidiaries included in the consolidation together with the respective ownership interests and the nature of their activities.

Company Name Country of Headquarters Activity % of Group participation Consolidation Relationship Integration Method
GLOBAL SOFT AE Greece IT Company 97.09% Direct Total
COMPUTER INTERNATIONAL FRANCE LTD Greece IT Seminars 50.18% Direct Total
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD Cyprus IT Company 100.00% Direct Total
PROFILE SOFTWARE (UK) LTD** United Kingdom IT Company 100.00% Indirect Total
PROFILE DIGITAL A.E. Greece IT Company 100.00% Direct Total
LOGIN S.A.* France IT Company 100.00% Indirect Total
PROFILE TECHNOLOGIES MON.S.A. & INDUSTRIAL INFORMATICS COMPANY Greece IT Company 100.00% Direct Total
CENTEVO AB*** Sweden IT Company 100.00% Indirect Total

124 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

  • The indirect participation in LOGIN SA amounts to 100% through the participation of the subsidiaries Profile CY (99.92%) and Profile UK (0.08%).
    ** The participation in PROFILE SOFTWARE (UK) LTD amounts to 100% through the participation of the subsidiary PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD.
    ***The participation in CENTEVO AB amounts to 100% through the participation of the subsidiary PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD.

2.3 Foreign currency conversion

(a) Functional currency and presentation currency
The Group’s consolidated financial statements are presented in Euro (“EUR”), which is also the parent company’s functional currency since 1 January 2002.

b) Foreign currency transactions
Transactions in foreign currencies are translated at Euro based on the exchange rates prevailing at the dates of the transactions. Claims and liabilities denominated in a foreign currency at the date of preparation of the financial statements are adjusted to reflect the exchange rates at the date of preparation. Gains and losses arising from such transactions (and from the translation of assets and liabilities denominated in a foreign currency) are recognized in the income statement except when they are included in equity as recognized cash flow hedges.

c) Subsidiaries of the Group
The translation of the financial statements of the Group companies that have a different functional currency from the Parent company is as follows:
1.1 Assets and liabilities are translated at the exchange rates effective at the balance sheet date.
2.1 Equity funds are converted using the exchange rates that existed at the date they were created.
3.1 Revenues and expenses are translated at the average exchange rates of the reporting period.

Foreign currency difference are recognized in the equity reserve and transferred to the profit and loss statement together with sale transactions. Goodwill and fair value adjustments arising from the acquisition of foreign subsidiaries are translated using the effective exchange rates as at the balance sheet date.

2.4 Significant Accounting Estimates and Judgements:

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 and disclosure of contingent assets and liabilities, as well as, revenue and expenses as of the reporting period. Actual results may differ from those estimates.

The Group makes accounting estimates, assumptions and judgments in order to apply the most appropriate accounting principles in relation to the future development of events and transactions. These estimates, assumptions and judgments are periodically reviewed to reflect current data and reflect current risks and are based on management's previous experience of the level / volume of related transactions or events. The key estimates and judgments that refer to data the evolution of which could affect the items of the financial statements in the next 12 months are as follows:

(a) Income tax
According to IAS 12, income tax provisions are based on estimations as to the taxes that shall be paid to the tax authorities and include the current income tax for each fiscal year, the provision for additional taxes which may arise from future tax audits and the recognition of future tax benefits (Note 9). The 125 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros) final clearance of income taxes may be different from the relevant amounts which are included in these financial statements.(b) Deferred tax assets: Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of estimated future taxable profits together with future tax planning strategies.

(c) Provision for doubtful receivables: The Company’s Management periodically reassesses the adequacy of the provision for doubtful receivables in relation to its credit policy and taking into account the legal advisor's information that arises from the processing of historical data and recent or/and anticipated developments in the affairs managed, as well as its assessment/judgement on the effect of other factors on the collectability of these receivables. The Group’s doubtful receivables are assessed by the Management on a case by case. With respect to non-doubtful trade receivables, the Group applies the simplified approach of IFRS 9 and calculates the expected credit losses over the life of the receivables. To this end, it uses a table to measure the projections in a way that reflects past experience and forecasts of the future financial situation of customers and the economic environment. At each balance sheet date, the historical percentages used, and the estimates of the future financial situation are updated. The correlation between the historical data, the future financial situation and the expected credit losses include significant estimates. The amount of expected credit losses depends to a large extent on changes in the conditions and forecasts of the future financial situation.

(d) Internally produced intangible assets: Development costs associated with internally generated intangible assets are capitalized in accordance with the Company's accounting policies. The initial capitalization of costs is based on management's judgment that future economic benefits will flow to the Company from the use of internally generated intangible assets.

(e) Impairment testing on goodwill and intangible assets: The Group assesses whether there is impairment of goodwill and intangible assets at least once a year (or when there are indications of a change in value) and examines the events or conditions that render the possibility of impairment, such as a significant adverse change in the business environment or a decision to sell or dispose a unit or segment (Note 12). If there is evidence of impairment, the recoverable amount (which is the greater of the fair value less costs to sell and the value in use) of the respective cash-generating unit in which the goodwill has been allocated is calculated. Value in use is estimated using the method of discounted cash flow. In applying this methodology, account is taken of historical operating results, future corporate plans, economic extensions as well as market data (statistical and not) that are estimated by the Management. If the recoverable amount is lower than the carrying amount, then the carrying amount needs to be reduced to the recoverable amount and such difference is recognized to the statement of Profit and Loss.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The main accounting policies applied in the preparation of the annual consolidated financial statements are set out below.

o Tangible assets

Property, plant and equipment are measured at acquisition cost, less accumulated depreciation and any impairment provisions. Repairs and maintenance are recognized as expenses in the period in which they are incurred. Significant improvements are capitalized as part of the cost of the respective fixed assets, provided that they extend their useful life, increase production capacity, or improve the efficiency of 126 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros) those assets. Items of fixed assets are derecognized upon disposal or withdrawal, or when no further economic benefits are expected from their continued use. Any gains or losses arising from the derecognition of an asset are included in the results of the period in which the asset is derecognized. Land is not depreciated. Depreciation of other tangible fixed assets is calculated using the straight-line method over their useful lives, as follows:

Tangible assets Years
Buildings 36
Cars 5-10
Equipment 4-5

The residual values and useful lives of tangible assets are reviewed in each annual balance sheet. When the carrying values of tangible assets exceed their recoverable amount, differences (impairment) are recognized as expense in the profit or loss statement.

o Intangible assets

Goodwill

Goodwill represents the difference between the cost of acquisition and the fair value of the Group's share of the net assets of the subsidiary at the acquisition date. Goodwill on the acquisition of subsidiaries is included in intangible assets. At the end of each period, the Group carries out an analysis of the assessment of the recoverability of the carrying amount of goodwill. If the carrying amount exceeds the recoverable amount, a provision for devaluation is immediately formed. The gain or loss on the sale of a company includes the book value of the goodwill associated with the company sold.

Intangible assets

The software programs concern the cost of purchasing or self-production, software such as payroll, materials, services, and any expense incurred in developing software in order to put it into operation. Costs that enhance or extend the performance of software programs beyond their original specifications are recognized as capital expenditure and added to the original cost of the software. The cost of acquiring and developing software recognized as intangible assets is depreciated using the straight-line method over its useful life (5-6 years). The expenditures for software development which are controlled by the Group, are recognized as intangible assets when the Group can demonstrate:

  1. The technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
  2. Its intention to complete the intangible asset in order to use it or sell it;
  3. Its ability to use it or sell it;
  4. How the asset will generate future economic benefits;
  5. The availability of resources to complete the asset; and
  6. The ability to measure reliably the expenditure during development.

The other intangible assets are initially recognized during the date of acquisition and they are carried at cost less any accumulated amortization throughout their useful life (6-8 years).

o Impairment of Non-Current Assets

Apart from goodwill, which is tested for impairment on an annual basis, the carrying values of other non-current assets are examined at each balance sheet date and reviewed for impairment whenever 127 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros) events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever the carrying value of an asset exceeds its recoverable amount an impairment loss is recognized in the statement of Profit and Loss. The recoverable amount is measured as the higher of fair value less cost to sell and value in use. Fair value less cost is the amount for which the asset could be exchanged in an arm’s length transaction between knowledgeable, willing parties, after deducting any direct incremental selling costs, while value in use is the present value of estimated future cash flows expected to arise from continuing use of the asset and from its disposal at the end of its useful life. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Impairment losses which were accounted for in prior years are reversed only when there is sufficient evidence that the assumptions used in determining the recoverable amount have changed. In these circumstances, the related reversal is recognized as income. The carrying amount of a non-current asset after the reversal of the impairment loss, cannot exceed the carrying amount of the asset, if the impairment loss had not been recognized. Probable impairment of goodwill is not reversed.

o Inventories

Inventories are measured at the lower of cost and net realizable value. Cost is determined using the weighted average cost method. Borrowing costs are not included in the cost of inventories. Net realizable value is estimated based on the current selling prices of inventories in the ordinary course of business, less any applicable selling expenses.

o Financial assets-Initial recognition and measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Initial Recognition and Measurement

The Group and the Company classify the financial assets in the categories below:

  • Financial assets measured at fair value through profit or loss (please see note 18. Short-term Investments and note 31. Fair Value Measurement);
  • Financial assets designated at fair value through OCI; and
  • Financial assets measured at amortized cost.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group and the Company initially measure a financial asset at its fair value plus, in the case of a financial asset not at a fair value through profit or loss, transaction costs. The transaction costs of financial assets measured at fair value through profit or loss. Trade receivables are initially measured at the transaction price. Under IFRS 9, debt financial instruments are subsequently measured at amortized cost, fair value through other comprehensive income (OCI) or fair value through profit or loss.The classification is based on two criteria: a) the business model for managing the assets and b) whether the instruments’ contractual cash flows represent “solely payments of principal and interest” on the principal amount outstanding (the ‘SPPI criterion’). The classification and measurement of the Group’s and the Company’s debt financial assets are, as follows:

128 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

a) Financial assets at fair value through profit or loss.
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing them in the near future. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model.

b) Financial assets at amortized cost
The Group measures financial assets at amortized cost if both of the following conditions are met: a) The financial asset is held within a business, model with the objective to hold financial assets in order to collect contractual cash flows and b) the contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are subsequently measured using the effective (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

c) Financial assets at fair value through OCI
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32 “Financial Instruments: Presentation” and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

o Derecognition and impairment
Derecognition
A financial asset is primarily derecognized when:
• The rights to receive cash flows from the asset have expired, or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

129 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

Impairment
The Group and the Company recognize impairment losses for expected credit losses for all financial assets other than those measured at fair value through profit or losses. For trade receivables, the Group and the Company apply a simplified approach in calculating ECLs based on lifetime ECLs at each reporting date. For other financial assets, the ECL is based on the 12-month ECL. The 12-month ECL is the portion of lifetime ECLs that results from default events on a financial instrument that are possible within 12 months after the reporting date. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL.

o Loans and borrowings
Loans are initially recognized at their fair value, less any direct expense arising from the transaction. Subsequently, they are measured at amortized cost based on the effective interest rate method. Profit or loss is recognized in the profit and loss account either through the depreciation procedure or when the related liabilities are written off.

o Trade receivables
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method in accordance with IFRS 15, and less provision for impairment. Trade receivables include bills of exchange and promissory notes from customers. For trade receivables which are not in default, the Group applies the simplified approach, in accordance with IFRS 9 and calculates ECLs based on lifetime expected credit losses. The Group has established a provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. On the other hand, trade receivables in default are assessed on a case by case basis. The amount of the provision is recognized in the statement of Profit and Loss and is included in “Selling and distribution expenses”.

o Cash and cash equivalents
The Group considers time deposits and other highly liquid investments with original maturity of three months or less, to be cash equivalents. For the purpose of the cash flow statement, cash and cash equivalents consist of cash at hand and in banks and of cash and cash equivalents as defined above.

o Leases
Company as lessee
The company recognizes a right-of-use asset and a lease liability at the beginning of the lease. The right-of-use is initially measured at cost, which includes the amount of the initial recognition of the lease liability, any lease payments that were performed at the beginning or before the start of the lease minus any optional lease motives received, any initial direct costs and the assessment of the obligation for eventual costs for the recovery of the right-of-use asset. After the initial recognition, the right-of-use is measured at the acquisition value minus the accumulated depreciation and any impairment losses, adjusted to the potential revaluation of the lease liability. The right-of-use is depreciated on a straight line basis until the end of the lease period, unless the lease contract provides for a transfer of ownership to the company at the end of the lease period of the asset in question. In such case, the right-of-use is depreciated during the useful life of the asset. In addition, the right-of-use is assessed for impairment losses, if any, and is adjusted accordingly in the case of revaluation of the lease liability.

130 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

The lease liability at initial recognition consists of the present value of the remaining future payments. For the purpose of discounting these payments, the Company uses the interest rate implicit in the lease and, where this cannot be readily determined, applies its incremental borrowing rate. The lease payments that are included in the measurement of the lease liability include the following:
- fixed payments,
- variable payments depending on an index or an interest rate,
- amounts that are expected to be paid based on the guarantees of residual values,
- the exercise price that the company expects to apply and penalties for contract termination, if at the definition of the lease duration, the exercise of the termination right from the company has been considered.

After the commencement of the lease, the liability is reduced by the lease payments, increased by the financial expense and reassessed for any revaluations or modifications of the lease. A reassessment is performed when there is a modification in the future lease payments that can be derived from the modification of an index or if there is a modification in the company’s assessment for the amount expected to be paid for the guarantee of a residual value, modification in the lease duration and modification in the assessment of the exercise of the call option of the asset in question, if any. When the lease liability is readjusted, a respective readjustment is performed on the accounting value of the right-of-use or it’s included in the results when the accounting value is reduced to null. In accordance to the policy that the company opted to use, the right-of-use is recognized in a separate line in the financial statements under the title “Right-of-use assets” and the lease liability separate from the other liabilities under the account “Long-term lease liabilities” and “Short-term lease liabilities”. In the cases where the company is a sub-lessor in an operating lease, the right-of-use that relates to the main contract is included in the category “Property investments”. The company opted to use the exception provided under IFRS 16 and not to recognize right-of-use and lease liability for leases that their duration does not exceed 12 months or for leases in which the asset is of low value (value less than € 5.000 when new).

Company as lessor
i.Finance leases: In the case of finance lease in which the company acts as lessor, the total amount of the lease under the respective contract, is recorded under the category of loans and trade receivables. The difference between the present value (net investment) of the lease and the total amount of the lease, is recognized as a deferred interest and is recorded as a reduction of the receivable. The lease receipts reduce the total lease receivable, while the financial income is recognized under the effective basis. The lease receivables are assessed for impairment, as per IFRS 9.

ii. Operating leases: In the case of operating lease, the company records the leased asset as part of the company’s assets, depreciating it based on its useful life. The lease amounts that relate to the use of the leased asset, are recognized as other income, under the effective basis.

iii. When the company is a middle lessor, it assesses the sublease category through the right-of-use of the main lease, meaning that the company compares the terms of the main lease with the terms of the sublease. On the contrary, if the main lease is a short-term lease on which the company applies the exception described above, then it records the sublease as an operating lease. In such case, the company recognizes the lease amounts related to the sublease of the asset, as other income, under the effective basis.

131 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

o Income Taxes (Current and Deferred)

Current and deferred income taxes are computed based on the separate financial statements of each of the entities included in the consolidated financial statements, in accordance with the tax rules in force in Greece or other tax jurisdictions in which entities operate. Income tax expense consists of income taxes for the current year based on each entity’s profits as adjusted in its tax returns, additional income taxes resulting from the audits of the tax authorities and deferred income taxes, using substantively enacted tax rates.

Deferred income taxes are calculated using the liability method on all temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences:

✓ Except where the deferred income tax liability arises from goodwill amortization or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
✓ In respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax losses can be utilized.

✓ Except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
✓ In respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future and there will be available taxable profit which will be used against temporary differences.

Deferred tax assets are reviewed at each financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the financial position date.

o Employee Benefits

Obligations for retirement compensation are calculated at the present value of future benefits accrued at the end of the year, based on employees’ entitlement to benefits during their period of service. These obligations are calculated using financial and actuarial assumptions and are determined by applying the actuarial valuation method of the Projected Unit Credit Method. Actuarial gains and losses are now recognized in Other Comprehensive Income, and the expected returns on plan assets are not recognized in Profit or Loss. Instead, there is a requirement to recognize interest on the net defined benefit liability (or asset) in Profit or Loss, which is calculated using the discount rate applied in measuring the defined benefit obligation. Unvested past service costs are recognized in Profit or Loss at the earlier of the date

132 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

of the plan amendment and the date of recognition of the cost of the related restructuring or termination.

o Provisions and Contingent Liabilities

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle this obligation and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each statement of financial position date and adjusted to reflect the present value of the expenditure expected to be required to settle the obligation. When the effect of time value of money is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and, where appropriate the risks specific to the liability.

Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable.

o Government grants

Government grants, which are related to the subsidization of tangible fixed assets, are recognized when there is reasonable assurance that the grant will be received, and all attaching conditions will be complied with. Grants relating to assets are recognized as deferred income and amortized in accordance with the useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate.

o Revenue Recognition

Revenue is defined as the amount that an economic entity expects to receive in return for the goods or services that have been transferred to a customer, except the amounts that are received on behalf of third parties (VAT, other sales taxes, etc.). An economic entity recognizes revenues when (or as) it satisfies the obligation of a contract execution, by transferring the promised goods or services to the customer. The customer obtains control of the good or the service, if he/she has the ability to direct the use and assume all the benefits from this good or service. The control is transferred during a period or at a single point in time.

The revenue from the sale of goods is recognized when the control of the good is transferred to the customer, usually at its delivery, and there is no unfulfilled obligation that could influence the acceptance of the good from the customer. The revenue from the provision of services is recognized in the accounting period in which the services are provided and is allocated according to the nature of the provided services, using either output methods, or input methods.

The trade receivable is recognized when there is an unconditional right for the economic entity to receive the return for the provided contracted services towards the customer. The contracted asset is recognized when the group (or the company) has satisfied its obligations towards the customer, before the customer pays or before the payment is due, for example when the goods or services are transferred to the customer before the company’s (or the group’s) right for the issuance of an invoice.

The contractual liability is recognized when the group (or the company) receives an amount from the customer (prepayment) or when it maintains a right on an amount which is deferred income, before the execution of the contractual obligations and the transfer of the goods or services. The contractual liability is derecognized when the contractual obligations are executed and the revenue is recorded in the financial statements. The revenue from operating leases is recognized in the results through the fixed method during the lease period.

133 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

The revenue from interest is recognized with the use of the real interest rate. When there is an impairment of the loans or receivables, their accounting value is reduced to their recoverable value which is the present value of the expected future cash flows discounted with the initial real interest rate. Consequently, revenue from interest is accounted with the same interest rate (initial real rate) on the impaired (new book) value.The revenue from dividend is recognized in the financial statements when their receipt right has been established.

  • Borrowing Costs
    Borrowing costs are recognized as expense in the period in which they are incurred.

  • Dividend distribution
    The distribution of dividends to the parent's shareholders is recognized as a liability in the financial statements when the distribution is approved by the Shareholders' Ordinary General Meeting.

  • Fair value measurement
    The Group measures financial instruments at fair value through profit or loss at fair value at each balance sheet date (please see note 18 “Short term investments” and note 31 “Fair Value Measurement”). The fair value of an asset is the value considered to be received for the sale of an asset or paid for the settlement of a liability in a normal transaction and in the open market at the valuation date.

Fair value measurement is based on the assumption that the transaction of the sale of the asset or the transfer of the liability occurs either: (1) In the primary market for the asset or liability, or (2) In the absence of a main market, in the most advantageous market for the asset or liability. The main or most advantageous market should be accessible to the Group.

The fair value of an asset or liability is measured on the basis of all assumptions that market participants use in the valuation of an asset or liability, provided that the market participants act on their financial interest. Measuring the fair value of a non-financial asset takes into account the ability of market participants to generate economic benefits from the use of the asset in its highest and best use or sale to another market participant that will use the asset for higher and better use.

The Group uses valuation techniques that are appropriate to the circumstances and for which sufficient data are available to measure fair value by maximizing the use of relevant observable inputs and minimizing the use of non-observable inputs.

All assets and liabilities for which the fair value was measured or disclosed in the financial statements are classified within the fair value hierarchy as follows:

  • Level 1 - Observed / Listed (unadjusted) market prices in active markets for similar assets or liabilities.
  • Level 2 - Valuation techniques for which inputs that are relevant to fair value measurement, except for official stock prices included in Level 1, are directly or indirectly observable.
  • Level 3 - Valuation techniques for which inputs that are relevant to measuring fair value are not observable.

For the assets and liabilities recognized in the financial statements, the Group determines on a regular basis whether transfers have occurred between the levels of the hierarchy at the end of each reporting period. For the purpose of fair value disclosures, the Group determines the categories of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

134 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

  • Segment reporting
    A business segment is defined as a group of assets and functions which provide products and services that are subject to different risks and returns than those of other business segments. A geographic segment is defined as a geographical area, where products and services are provided, and which is subject to different risks and returns from other areas.

4. NEW STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS:

The accounting policies adopted are consistent with those adopted in the previous fiscal year, except for the following standards, which the Group adopted as of January 1, 2025. New standards, amendments to standards, and interpretations have been issued and are mandatory for annual reporting periods beginning on or after January 1, 2025. Unless otherwise stated, the amendments and interpretations effective for the first time in the 2025 fiscal year have no impact on the (consolidated) financial statements of the Group (the Company).

The Group (the Company) has not adopted early standards, interpretations, or amendments issued by the IASB and adopted by the European Union but not mandatory for the 2025 fiscal year.

Standards and Interpretations effective for the current financial year

  • IAS 21 (Amendment) “The Effects of Changes in Foreign Exchange Rates: Lack of Convertibility” (effective for annual periods beginning on or after January 1, 2025)
    In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates,” which require entities to provide more useful information in their financial statements when a currency cannot be exchanged for another currency. The amendments include the introduction of a definition of currency convertibility and provide guidance on how an entity should calculate the spot rate in cases where the currency is not convertible. In addition, they require additional disclosures in cases where an entity has calculated an exchange rate due to a lack of convertibility. The new standard applies to annual reporting periods beginning on or after January 1, 2025.

New Standards, Interpretations, and Amendments to Existing Standards that have not yet come into effect or have not yet been adopted by the European Union

The following new IFRSs, revisions to IFRSs, and Interpretations have been issued by the International Accounting Standards Board (“IASB”) but are not effective for annual periods beginning on January 1, 2025. The amendments below are not expected to have a significant impact on the financial statements of the Company (or the Group) unless otherwise stated.

  • IFRS 18 “Presentation and Disclosures in Financial Statements” (effective for annual periods beginning on or after January 1, 2027)
    In April 2024, the International Accounting Standards Board (IASB) issued a new standard, IFRS 18, which replaces IAS 1 “Presentation of Financial Statements.” The new accounting standard introduces the following key new requirements:

  • Entities are required to classify all revenue and expenses into five categories in the income statement, namely: operating, investing, financing, discontinued operations, and income taxes. Entities are also required to present a new, defined subset of operating profit. The entity’s net profit will not change.

135 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

  • Management-defined performance measures (MPMs) are disclosed collectively in a single note to the financial statements.
  • Specific guidelines are provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit figure as the starting point for the statement of cash flows when presenting operating cash flows using the indirect method. The Standard is effective for annual reporting periods beginning on or after January 1, 2027, and earlier application is permitted. This Standard has not yet been adopted by the European Union.

  • IFRS 19 “Subsidiaries that are not Public Interest Entities: Disclosures” (effective for annual periods beginning on or after January 1, 2027)
    In May 2024, the International Accounting Standards Board (IASB) issued a new standard, IFRS 19, which allows subsidiaries of a parent company that issues annual consolidated financial statements for public use in accordance with IFRS to apply IFRS with reduced disclosure requirements. Subsidiaries that choose to apply IFRS 19 will continue to apply the recognition, measurement, and presentation requirements in other IFRSs but will not be required to apply the disclosure requirements in other IFRSs unless otherwise specified. The Standard is effective for annual reporting periods beginning on or after January 1, 2027, and earlier application is permitted. This Standard has not yet been adopted by the European Union.

  • Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (effective for annual periods beginning on or after January 1, 2026)
    The amendments clarify that a financial liability ceases to be recognized on the “settlement date” and introduce as an accounting policy option the derecognition of financial liabilities settled using an electronic payment system prior to the settlement date. Additional clarifications include the classification of financial assets linked to ESG characteristics through additional guidance on the assessment of contingent characteristics. Furthermore, clarifications have been added regarding non-recourse loans and contractually linked instruments, regarding the key characteristics of such contractually linked instruments and how they differ from financial assets with non-recourse features. In addition, factors that a company must consider when evaluating the cash flows supporting a financial asset with non-recourse features (the “look-through” test) have been incorporated. The amendments require additional disclosures for investments in equity instruments measured at fair value through other comprehensive income (FVOCI).* Annual Improvements to IFRS Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10, and IAS 7 (effective for annual periods beginning on or after January 1, 2026)

In the “Annual Improvements to IAS and IFRS – Volume 11” published on July 18, 2024, the International Accounting Standards Board published amendments that include clarifications, simplifications, corrections, and changes to the following Standards:

  • o IFRS 1 First-time Adoption of International Financial Reporting Standards—Hedge Accounting on First-time Adoption
  • o IFRS 7 Financial Instruments: Disclosures:
      • Gain or loss on derecognition
      • Disclosures of differences between fair value and transaction price
      • Credit risk disclosures
  • o IFRS 9 Financial Instruments,
      • Derecognition of lease liabilities
      • Transaction price
  • o IFRS 10 Consolidated Financial Statements – Identification of a “de facto agent”
  • o IAS 7 Statement of Cash Flows—Cost Method

The amendments to IFRS 9 clarify:
* o the differences between IFRS 9 and IFRS 15 Revenue from Contracts with Customers regarding the initial measurement of trade receivables
* o the issue of how a lessee accounts for the derecognition of a lease liability under IFRS 9.

The amendment regarding the derecognition of lease liabilities applies only to lease liabilities that have been derecognized on or after the beginning of the annual reporting period in which the amendment is first applied. The amendments are effective for accounting periods beginning on or after January 1, 2026, and earlier application is permitted.

  • Amendments to IFRS 9 and IFRS 7 “Renewable Energy Contracts” (effective for annual periods beginning on or after January 1, 2026)

On December 18, 2024, the International Accounting Standards Board published amendments to IFRS 9 and IFRS 7 regarding contracts for electricity generated from natural sources. The purpose of these amendments is to better reflect the effects of physical and virtual electricity contracts in financial statements. More specifically, the amendments include:
* o clarifications regarding the application of the “own use” requirements,
* o hedge accounting is permitted when these contracts are used as hedging instruments,
* o addition of new disclosure requirements to enable investors to understand the impact of these contracts on the company’s financial performance and cash flows.

The Amendments shall be applied for annual periods beginning on or after January 1, 2026, and earlier application is permitted.

  • Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation into a Hyperinflationary Presentation Currency” (effective for annual periods beginning on or after January 1, 2027)

In November 2025, the International Accounting Standards Board (IASB) issued amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation into a Hyperinflationary Presentation Currency”. These amendments are intended to clarify how companies should translate financial statements from a functional currency that is not a hyperinflationary currency into a hyperinflationary presentation currency. More specifically, according to the final amendments, when a company prepares its financial statements in a hyperinflationary currency, but has a non-hyperinflationary functional currency, it translates all amounts in the financial statements (including comparative figures) using the closing rate on the most recent reporting date. In addition, clarifications are provided for cases where both the functional currency and the presentation currency of the financial statements are hyperinflationary and the entity has a foreign operation with a non-hyperinflationary functional currency. In addition, additional disclosure requirements are introduced. The amendments are effective for annual reporting periods beginning on or after January 1, 2027, with the option of earlier application. The amendments have not yet been adopted by the European Union.

5. FINANCIAL RISK MANAGEMENT

The Company and the Group operate, as is known, in a highly competitive and particularly demanding international environment, which is changing swiftly and rapidly. During the last years, the Company and the Group, systematically and with a specific development plan, try to strengthen its extroversion with steady and safe steps, not unilaterally, but in the geographical areas that are of strategic interest, with emphasis on cutting-edge technologies and continuous technological upgrade of the products and solutions it provides, while at the same time developing new activities and promoting its entry into new markets, in order to further strengthen its competitiveness.

At the same time, it monitors the developments in the domestic market. Its specialized know-how, its many years of experience and presence in the field, its organization and the intense activity of all its executives, its wide renown in combination with the study, development and marketing of new products, but also the continuous improvement and upgrading of the existing ones, with emphasis on the quality and the ability of immediate satisfaction of demand but also of the changing needs of the final customers, as well as the creation of strong infrastructures and the infiltration of new markets, help the Company and the Group remain competitive, notwithstanding the inherent problems facing the sector, which problems have intensified especially during the financial crisis.

The Group’s controlled financial exposure, together with its significant qualitative and product diversification, combined with the continuous development and upgrade of its products, as well as the Group’s expansion into new, more geographically diversified markets, constitute the main assets it possesses for minimizing the adverse effects of the ongoing energy crisis arising from the prevailing climate of uncertainty in the international environment and the geopolitical and financial instability (inflationary pressures, interest rate increases, etc.).

In any case, Management systematically monitors and evaluates the evolution of the above developments and their impact on the financial results, given that their outcome cannot be predicted with certainty. Consequently, depending on the intensity and duration of these phenomena, there is a possibility that part of the Group’s broad customer base may be led to suspend and/or postpone investment plans and defer modernization programs.

The usual financial and other risks to which the Group is exposed, and which it may also face during the 2025 financial year, are as follows:

a. Risk of reduction in demand due to the general recession

Although this specific risk is of limited scope due to the specialized and niche categories of software developed and marketed by the Group, in order to mitigate potential reductions in demand stemming from the overall financial conditions prevailing in the Greek market - as well as the emerging global recessionary environment driven by high inflation, the persistence of relatively high borrowing interest rates (as their decline has not met expectations), and ongoing geopolitical and energy crises - the Group develops a broad and diversified range of products across different categories, targeting international markets. This approach aims to offset potential losses in specific market sectors. The development and evolution of software products are based on continuous, daily monitoring and research of the market and emerging technologies, enabling the Group to balance potential losses through expansion into new markets.

However, in light of recent adverse developments resulting from ongoing military conflicts (Russia– Ukraine and the wider Middle East region), which have had particularly negative impacts on global supply chains, financial stability, and economic activity—and have led to sharp increases in energy, raw material, and consumer goods prices—this risk is currently considered to be real and significant. For this reason, particular emphasis is placed on further strengthening the Company’s outward orientation and expanding the Group’s international presence, as the geographical diversification of its activities constitutes a key mitigating factor within the prevailing recessionary environment.

b. Risk of increased competition from new entrant companies

This risk is always present and material in the sector in which the Group operates, particularly when taking into account that barriers to entry are not particularly strong in this field. This is due to the fact that most of the technical standards and practices used for the implementation and completion of information systems, as well as for the customization of software products, are widely known. This allows foreign companies to penetrate the market relatively easily, especially by leveraging their comparative advantages, primarily in terms of scale.

The Company, having firmly established its outward-looking orientation, addresses this risk by focusing on the design and development of high-quality and modular products, the systematic and targeted improvement, upgrading, and adaptability of the products it already markets, the representation of strong and globally recognized firms, the development of long-term and trust-based relationships with its customer base, and the expansion of its activities abroad. This risk is structural and ongoing, and as such is addressed by the Management of both the Company and the Group, with continuous emphasis on qualitative and product differentiation and the overall provision of high-level services to customers.At the same time, through the systematic strengthening of its outward orientation, the Company enhances its role and presence in the international market, thereby increasing its resilience in managing this risk. Furthermore, the continuous growth of the global market size partially mitigates the impact of competition, allowing the Company’s activities outside Greece - which have been a strategic focus in recent years - to offset the inevitable losses in the domestic market.

c. Risk of technological developments

Technological developments, which are rapidly evolving in the modern era, significantly affect the competitiveness of companies operating in the broader IT sector. Companies active in the field of information technology must remain continuously informed about potential changes and advancements in existing technology, particularly in the current period, during which “Artificial Intelligence” (A.I.) is becoming increasingly prominent, gaining ever greater market share, while at the same time its development raises a multitude of regulatory and substantive challenges. In any case, the Company closely monitors technological developments, especially in the field of artificial intelligence, leveraging the opportunities it offers and proceeding with the necessary investments to ensure an overall high technological standard.

Based on the above, and with the aim of minimizing the risks arising from technological developments, while at the same time capitalizing on the opportunities presented, particularly through artificial intelligence tools, the Group:

  • ✓ develops products on highly efficient and internationally recognized platforms,
  • ✓ proceeds with continuous training, retraining, education, and development of its personnel in general technological matters and specifically in artificial intelligence, in cooperation with internationally recognized and certified organizations specializing in high-tech sectors, 139 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)
  • ✓ offers innovative applications tailored to the complex needs and requirements of the market,
  • ✓ collaborates with highly specialized consultants in order to stay ahead of developments and take advantage of emerging opportunities,
  • ✓ maintains continuous updates on new applications of emerging technologies and artificial intelligence, making optimal use of modern technological advancements.

For the above reasons, this risk is assessed as existing but, in any case, as fully manageable during the given period.

d. Credit Risk

The Management of the Company and the Group, based on their internal operating principles, ensures that receivables arising from customers across all countries where the Company and the Group operate are adequately monitored and assessed in terms of collectability. Due to the expansion of the Company’s and the Group’s activities abroad, control of credit risk is conducted for customers located in countries in Africa, Asia, and South America, for whom it is not always possible to conduct effective creditworthiness assessments and evaluations. To this end, both the Company and the Group have developed and continuously refine internal control mechanisms (particularly with regard to negotiation processes, contracts, and project management), with the aim of more effectively addressing this specific risk.

Within this framework and the applied assessment methods, the Group estimates that, to date, it has not identified any material credit losses for which sufficient provisions have not been made. As such, this risk is currently assessed as not having a material impact on the Group’s financial position. Nevertheless, in the event of a deterioration in economic conditions and developments in the economic environment, particularly with regard to credit risk, this risk may affect the Company’s results. For the better presentation of the above, we set out the following tables:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Receivables from customers and other trade receivables 12,302,875 13,865,004 7,107,038 8,507,969
Other receivables 18,044,609 9,345,311 17,349,983 8,923,313
Other financial assets 178,870 175,557 5,008,245 6,408,248
Short term Investments 5,451,426 4,501,570 3,868,694 2,899,310
Cash and cash equivalents 25,745,542 16,735,111 14,521,417 6,614,000
Total 61,723,322 44,622,553 47,855,377 33,352,840

Trade Receivables Analysis

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Not due 9,490,022 11,457,020 6,955,547 8,084,029
Past due balances 10,223,581 9,762,508 7,020,400 7,292,399
Total 19,713,603 21,219,528 13,975,947 15,376,428
Formed impairment provision (5,675,057) (5,577,527) (5,133,238) (5,091,462)
Fair value of trade receivables 14,038,546 15,642,001 8,842,709 10,284,966

Under the account “Other Receivables,” an amount of €1,736 thousand is included, relating to disputed receivables held by the Company against broader public sector entities. Although these claims have not yet become final and enforceable, and therefore cannot currently be subject to mandatory collection, they have been adjudicated at first instance with a favorable outcome for the Company. With regard to the progress of the proceedings before the appellate court, the cases are currently subject to court-140 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros) appointed expert examination, the completion of which is hindered by objective factors (particularly the significant time elapsed since the execution of the relevant projects). Despite the fact that the aforementioned cases have not been finally adjudicated, the Company considers these interest-bearing claims to be reasonable, well-founded, and recoverable. This assessment is supported, on the one hand, by the existence of sufficient evidence of execution and delivery in accordance with the contractual terms and technical specifications of the equipment and services, and, on the other hand, by the fact that the counterparties continue to operate actively in their respective sectors. Consequently, there is no reasonable indication of impairment of the value of these receivables or of any inability to collect them upon issuance of a final court decision.

e. Liquidity Risk

Management attaches particular importance to the handling of this specific risk, to its monitoring through monthly and quarterly forecasting, to the continuous monitoring of cash flows and to the ongoing evaluation and reassessment of the strategy associated with its effective management. Within the above framework and on the basis of the existing data, this risk is assessed as fully controllable and manageable. The deterioration, however, of the economic conditions of the global market and the reversal of the forecasts for the expected economic growth, in combination with the prevailing conditions of uncertainty and insecurity, may affect, albeit in a controlled manner, the liquidity of the Company and the Group. In Notes 23, 27, and 28 of the annual financial statements, a table is presented showing the Group’s loans and other liabilities. It is noted that the undiscounted contractual cash flows coincide with the carrying amount of the liabilities. The Group’s loans and other liabilities are presented in the following tables:

GROUP 31/12/2025

Amounts in € Contractual Cash Flows 1-3 months 3-12 months 1-5 years Accounting Liabilities
Loans 16,816,555 278,455 2,849,253 12,842,817 15,970,525
Trade and other creditors 26,677,361 18,642,600 7,288,624 746,137 26,677,361
Subtotal: Cash liabilities 43,493,916 18,921,055 10,137,877 13,588,954 42,647,886
plus: Grants Received 1,223,001 - - 1,223,001 1,223,001
Deferred Income 2,904,615 1,386,865 1,508,750 9,000 2,904,615
Provision for staff retirement indemnities and for unaudited fiscal years taxes 791,106 - - 791,106 791,106
Subtotal: Non-Cash liabilities 4,918,722 1,386,865 1,508,750 2,023,107 4,918,722
Total liabilities 48,412,638 20,307,920 11,646,627 15,612,061 47,566,608

GROUP 31/12/2024

Amounts in € Contractual Cash Flows 1-3 months 3-12 months 1-5 years Accounting Liabilities
Loans 9,877,217 785,715 285,714 8,510,670 9,582,099
Trade and other creditors 18,304,340 14,057,783 3,710,738 535,819 18,304,340
Subtotal: Cash liabilities 28,181,557 14,843,498 3,996,452 9,046,489 27,886,439
plus: Grants Received 247,500 - - 247,500 247,500
Deferred Income 2,546,015 1,194,625 1,351,265 125 2,546,015
Provision for staff retirement indemnities and for unaudited fiscal years taxes 645,493 - - 645,493 645,493
Subtotal: Non-Cash liabilities 3,439,008 1,194,625 1,351,265 893,118 3,439,008
Total liabilities 31,620,565 16,038,123 5,347,717 9,939,607 31,325,447

141 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

Loans consist of simple bilateral loans (non-convertible, non-syndicated, etc.) with floating interest rates, with a total borrowing cost for the year under review of 4.0%, which is considered and indeed reflects a market rate. The borrowing cost for 2026 is expected to remain at similar levels. Long-term loans have a duration of four to five years. Amounts of long-term loans payable within 12 months from the date of preparation of the financial statements have been reclassified and are presented as current liabilities. During the current year, the Company issued a bond loan amounting to €5.0 million from CrediaBank S.A., with a maturity date of 9 October 2030 and an interest rate of six-month Euribor plus 1.9%.In addition, the Company entered into a loan agreement with the National Bank of Greece for an amount of €1,197,012.25 to partially finance the implementation of its investment project entitled “Investment Management Web Front-End,” under Action 16706 “Digital Transformation of Small and Medium Enterprises” of the Operational Program “Development of Digital Products and Services” within the framework of the National Recovery and Resilience Plan “Greece 2.0,” of Information Society S.A.

f. Exchange risk
The Group operates on an international level and is therefore exposed to foreign exchange risk arising mainly from the US dollar and the British pound. This risk primarily stems from commercial transactions in foreign currencies, as well as from net investments in foreign entities. The Company’s Management continuously monitors potential foreign exchange risks and evaluates the need to take appropriate measures. However, at present, the uncertainty prevailing in the global financial environment and the volatility of exchange rates render this risk existing and capable of affecting the Group’s results and performance during the current financial year.

g. Interest risk rate
The interest rate risk for the Group is considered at the present time to be manageable, given that the Group has limited and, in any case, controlled exposure to bank borrowing. It is the Group’s policy to maintain the level of total borrowing at a variable interest rate and to intervene correctively whenever required, while at the same time avoiding, to the extent permitted by overall business activity, exposure to further borrowing. The Group’s limited exposure to loan capital constitutes the essential hedge against interest rate risk. It is noted, however, that the Group’s cash and cash equivalents more than cover the entirety of bank borrowing.

h. Risks from climate change
The term “climate change” refers to the alteration of the global climate resulting from human activities and caused primarily by the increase in the concentration of greenhouse gases in the atmosphere. The Company, recognizing both the risks associated with the phenomenon of climate change and its obligations regarding the need for the continuous improvement of its environmental performance, follows a course of sustainable development and conducts its activities in a manner that ensures, to the maximum extent possible, the protection of the environment. To address the risks arising from climate change, the Company promotes and implements a policy which focuses on the following pillars:

  • ✓ preparation of an emergency response plan for the management and mitigation of extreme natural phenomena at the Group’s company facilities,
  • ✓ assessment of the environmental impact of the Company’s activities, identification and evaluation of potential risks, implementation of the necessary preventive measures, and conduct of regular audits to confirm compliance and assess the effectiveness of such measures,
  • ✓ replacement of energy-intensive equipment with new equipment of lower energy requirements,
  • ✓ continuous monitoring of energy consumption and implementation of measures for its further reduction,
  • ✓ awareness-raising and informing the Company’s employees on energy-saving matters,
  • ✓ continuous updating, training, and awareness-raising of personnel across all areas of activity, tailored to the duties and needs of each employee, with the aim of promoting an environmentally responsible culture,
  • ✓ encouraging the Company’s partners on environmental protection matters and strengthening their environmental awareness.

142 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

i. Risks arising from the current developments in Ukraine and Israel
Given that the Group has no presence in Russia, Ukraine and Israel through a subsidiary company, there does not appear to be any direct risk either at the level of production operations or to the safety of the Group’s employees. Furthermore, there does not appear to be any direct impact on the Group’s turnover, since there are no implementations in these countries. Nevertheless, given the outward orientation of the Group, the negative effects of the ongoing military conflict on global economic activity, the continuous increases in the prices of raw materials, interest rates and energy prices, the delays in the supply chain and the intense inflationary pressures, Management monitors on a continuous and systematic basis the developments which are changing at a rapid pace, in order to ensure the uninterrupted operation of both the Company and the Group.

j. Risks arising from the energy crisis
The persistence of the energy crisis (which particularly affects the countries of Southern Europe) may bring about a further increase in the Group’s operating expenses and also reduce the demand for the Group’s products and services depending on the duration and intensity of the phenomenon. In any case, the Group’s Management monitors developments closely and on a daily basis, while evaluating and taking the measures deemed appropriate.

6. SEGMENT REPORTING

For administrative purposes the Group is organized into business activity centers and business units. The Group operates in two reportable segments:
- Financial Solutions & Related Applications, and
- Enterprise technology solutions

From the current financial year, for a more accurate representation of its activities, the Group revised the presentation of segment reporting compared to the previous period. The distinction is now made on the basis of the category of product or service offered instead of the industry sector of the end customer, since now, according to market trends, business (non-financial) organizations may also engage in financial and related services, and procure the appropriate solutions from the Group. In particular:

143 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

The Financial Solutions & Related Applications segment concerns the activity of providing integrated financial software, the modifications and adaptations of its individual functional modules, as well as the related support and consulting services. The Enterprise technology solutions segment concerns activity that includes products and services which are not directly or indirectly related to the above financial software, covering other needs of the Group’s clients.

The results of the Group’s operating segments are analyzed as follows:

1/1/2025 - 31/12/2025 Amounts in € Financial Solutions & Related Applications Enterprise technology solutions Total
Sales 40,595,553 13,159,024 53,754,577
Less: Intercompany (6,246,757) - (6,246,757)
Sales to third parties 34,348,796 13,159,024 47,507,820
Gross profit 15,948,268 3,802,137 19,750,405
Other income 555,467
Operating costs (disposal, administration and research) (10,536,732)
Other operating expenses (226,275)
Operating result 9,542,865
Financial income / (cost) (1,322,495)
Profit before tax 8,220,370
Income taxes (1,868,295)
Results after taxes 6,352,075
Non-controlling interests (313)
Net Results after Tax attributable to the Shareholders of the Parent Company 6,352,388
31.12.2025 Amounts in € Financial Solutions & Related Applications Enterprise technology solutions Unallocated Total amounts
Intangible assets 16,531,382 - - 16,531,382
Tangible assets - 1,576 4,490,806 4,492,382
Other assets 38,312,812 12,883,623 15,505,076 66,701,511
Total liabilities (16,821,654) (8,357,692) (22,387,262) (47,566,608)
Net asset value 38,022,540 4,527,507 (2,391,380) 40,158,667

144 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

1/1/2024 - 31/12/2024 Amounts in € Financial Solutions & Related Applications Enterprise technology solutions Total
Sales 39,306,108 7,688,558 46,994,666
Less: Intercompany (6,900,721) - (6,900,721)
Sales to third parties 32,405,387 7,688,558 40,093,945
Gross profit 15,560,117 2,163,853 17,723,970
Other income 1,235,044
Operating costs (disposal, administration and research) (9,623,022)
Other operating expenses (1,470,530)
Operating result 7,865,462
Financial income / (cost) (612,199)
Profit before tax 7,253,263
Income taxes (1,664,563)
Results after taxes 5,588,700
Non-controlling interests 515
Net Results after Tax attributable to the Shareholders of the Parent Company 5,588,185
31/12/2024 Amounts in € Financial Solutions & Related Applications Enterprise technology solutions Unallocated Total amounts
Intangible assets 15,797,409 - - 15,797,409
Tangible assets - 3,654 4,738,178 4,741,832
Other assets 31,461,322 7,191,306 8,420,205 47,072,833
Total liabilities (10,598,526) (5,920,855) (14,806,066) (31,325,447)
Net asset value 36,660,205 1,274,105 (1,647,683) 36,286,627

Taking into account the increased activity in the Financial Solutions & Related Applications segment and in the Enterprise technology solutions segment relating to public sector projects, it is reasonable to observe an increased dependence of the Group on customers from the broader public sector. Activities in these segments include projects that are either funded by the state budget or fall under the Recovery and Resilience Facility. Within this framework, credit risk is considered to be extremely low. As for the remaining customers, no dependency issue arises, as each individual customer accounts for less than 10% of the Group’s total sales. This enhances the diversification of the Group’s customer base and reduces the risk of material dependence on any single customer. The Company is operationally organized based on product and service categories.Specifically, in the case of the Company, two main segments are distinguished: the Financial Solutions & Related net Applications segment (such as Finuevo Core, Finuevo Digital, RiskAvert, IMSplus, Axia, Acumen , provision of financial software and related services) and the Business & Technical Solutions segment, which includes solutions addressed to public (mainly ad hoc projects) and private organizations. The Company has chosen to structure its operations according to product categories as described above, rather than by geographical regions, as it does not consider the latter to be representative. This is because research and development, a key factor for the Company, is not linked to geographical regions, and, moreover, results by geographical area may be influenced by non-recurring factors and therefore may not provide reliable information. For example, a new customer in a specific geography may initially be invoiced for non-recurring license fees, while in subsequent years the same customer is retained and invoiced for maintenance contracts, which are of lower value than the initial license fees. Nevertheless, for the purpose of providing more comprehensive information to the investment community, it is disclosed that 55% of the revenues of the Group’s Financial Solutions & Related 145 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros) Applications segment originated from non-domestic customers, while the entirety of the revenues of the Business & Technical Solutions segment originated from domestic customers.

7. OPERATING INCOME/EXPENSE ANALYSIS

The expenses of the Group and the Company for the year ended 2025 and year ended 2024 respectively, are analyzed below:

Amounts in € GROUP (1/1/2025 - 31/12/2025) GROUP (1/1/2024 - 31/12/2024) COMPANY (1/1/2025 - 31/12/2025) COMPANY (1/1/2024 - 31/12/2024)
Cost of goods sold 3,003 858,690 3,003 858,690
Remuneration and staff costs 11,727,348 11,363,483 5,647,647 5,026,405
Fees and expenses of third parties 22,184,702 16,429,383 21,938,781 15,625,334
Third party benefits 606,978 607,823 287,100 307,023
Taxes Fees 152,190 237,168 109,997 127,947
Other Expenses 1,826,329 1,534,684 1,211,541 947,417
Depreciation of fixed assets 3,578,622 2,478,428 964,312 912,050
Total 40,079,172 33,509,659 30,162,381 23,804,866

The distribution of costs is as follows:

Amounts in € GROUP (1/1/2025 - 31/12/2025) GROUP (1/1/2024 - 31/12/2024) COMPANY (1/1/2025 - 31/12/2025) COMPANY (1/1/2024 - 31/12/2024)
Cost of Sales 27,757,415 22,369,975 22,655,193 17,411,116
Distribution expenses 4,805,211 4,216,551 3,382,246 2,458,242
Administrative expenses 2,762,299 2,694,209 1,808,261 1,703,214
Research Expenses 2,969,222 2,712,262 1,515,580 1,454,307
Total 38,294,147 31,992,997 29,361,280 23,026,879
Software Development Expenses 1,785,025 1,516,662 801,101 777,987
Total 40,079,172 33,509,659 30,162,381 23,804,866

The other operating expenses of the Group and the Company for the year 2025 and for the year 2024 respectively are analyzed as follows:

Amounts in € GROUP (1/1/2025 - 31/12/2025) GROUP (1/1/2024 - 31/12/2024) COMPANY (1/1/2025 - 31/12/2025) COMPANY (1/1/2024 - 31/12/2024)
Impairment of Trade Receivables 111,805 358,243 41,776 561,744
Impairment of Inventories 2,422 - - -
Other expenses 112,048 1,112,287 3,856 371,449
Total 226,275 1,470,530 45,632 933,193

During the 2024 financial year, the Group proceeded with the write-off of trade receivables amounting to €1 million, which was recognized under the item “Other expenses.” Furthermore, the inventory impairment recognized during the period under review relates to Profile Digital S.A. The other operating income of the Group and the Company for the financial year 2025 and the comparative year 2024 are analyzed as follows: 146 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

Amounts in € GROUP (1/1/2025 - 31/12/2025) GROUP (1/1/2024 - 31/12/2024) COMPANY (1/1/2025 - 31/12/2025) COMPANY (1/1/2024 - 31/12/2024)
Other income 177,986 207,738 166,149 42,600
Exchange Valuation Differences 18,450 134,695 - -
Grant Revenue 347,323 193,368 5,119 56,342
Income from Unused Provisions 11,708 - - -
Income from liability settlements – compensations - 699,243 - 662,558
Total 555,467 1,235,044 171,268 761,500

The number of personnel as at December 31, 2025 and December 31, 2024, as well as the payroll cost for the financial years 2025 and 2024 for the Group and the Company, are analyzed as follows:

GROUP (1/1/2025 - 31/12/2025) GROUP (1/1/2024 - 31/12/2024) COMPANY (1/1/2025 - 31/12/2025) COMPANY (1/1/2024 - 31/12/2024)
number of personnel 216 194 132 110
Total Cost 11,727,348 11,363,483 5,647,647 5,026,405

8. FINANCIAL INCOME/EXPENSE ANALYSIS

The financial income/expenses for the Group and the Company for the financial years of 2025 and 2024 respectively are analyzed as below:

Amounts in € GROUP (1/1/2025 - 31/12/2025) GROUP (1/1/2024 - 31/12/2024) COMPANY (1/1/2025 - 31/12/2025) COMPANY (1/1/2024 - 31/12/2024)
Income from participations and securities 264,011 325,782 133,715 120,555
Profit/(loss) from sale of participations 16,471 304,416 21,015 96,296
Profit/(loss) from foreign exchange differences (266,764) (280,515) (66,756) (6,157)
Profit/(loss) from fair value measurement of participations and securities (102,175) (20,331) (80,030) (23,403)
Interest and bank expenses (1,071,443) (967,954) (1,017,321) (879,936)
Other financial expenses (163,289) 50,398 236,990 207,100
Other credit interest 31,184 4,449 31,184 4,244
IFRS 16 lease interest (30,490) (28,444) (8,239) (7,587)
Total (1,322,495) (612,199) (749,442) (488,888)

9. INCOME TAX – DEFERRED TAXES

The amount of income tax has been calculated using the actual tax rates applicable for each financial year. Non-deductible expenses primarily include provisions which are adjusted by Management during the computation of income tax. Income tax returns are filed on an annual basis; however, the taxable profits or losses declared remain subject to review by the tax authorities until such time as they audit the respective tax returns and accounting records, and finalize the related tax obligations. Tax losses, to the extent recognized by the tax authorities, may be carried forward and offset against taxable profits for the next five financial years following the year to which they relate. A reconciliation between the nominal and the effective tax rate for the Group and the Company is presented below: 147 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

Amounts in € GROUP (1/1/2025 - 31/12/2025) GROUP (1/1/2024 - 31/12/2024) COMPANY (1/1/2025 - 31/12/2025) COMPANY (1/1/2024 - 31/12/2024)
Profits before tax 8,220,370 7,253,262 6,138,201 3,721,419
Tax Rate 22% 22% 22% 22%
Income tax calculated at the nominal applicable tax rate in Greece 1,808,481 1,595,718 1,350,404 818,712
Tax on losses the recovery of which is not certain (996) (11,867) - -
Tax effect of non -taxable income 32,240 2,989 (542,568) (408,100)
Tax effect of different tax rates applicable to other countries where the Group operates (486,444) (132,813) - -
Tax effect of non-tax deductible expenses 389,676 355,480 388,437 355,273
Prior year tax differences (71,089) 7,050 (72,013) 6,646
Other taxes 196,427 (151,994) - -
Income taxes 1,868,295 1,664,563 1,124,260 772,531
Income tax appearing in the statement of results 1,868,295 1,664,563 1,124,260 772,531

The deferred tax accounts for the Group and the Company are analyzed as follows:

Amounts in € GROUP (31/12/2025) GROUP (31/12/2024) COMPANY (31/12/2025) COMPANY (31/12/2024)
Deferred tax assets 731,414 859,131 672,214 643,370
Deferred tax liabilities (541,933) (648,546) (326,105) (318,251)
Deferred tax (Net balance) 189,481 210,585 346,109 325,119

The fact that in some cases, income and expenses are accounted for in a different time from the date when such income is tax charged or the expenses are deducted for the purpose of determining the taxable income, creates the need to account for deferred tax assets or deferred tax liabilities. The movement of the deferred tax asset (liability) is as follows:

Amounts in € GROUP (31/12/2025) GROUP (31/12/2024) COMPANY (31/12/2025) COMPANY (31/12/2024)
Beginning balance 210,585 283,487 325,119 169,683
Income tax on year's Profits credit / (debit) (7,052) (76,305) 21,170 150,912
Income tax on year's Other Comprehensive Income credit / (debit) 231 4,838 (180) 4,524
Exchange differencies (14,283) (1,435) - -
Ending balance 189,481 210,585 346,109 325,119

The nature of the temporary differences and the breakdown of the financial year 01.01.2025-31.12.2025 for the Group, are as follows: 148 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

GROUP Fiscal Year 1/1/2025 - 31/12/2025 (Amounts in €) Opening balance Amount recognized in profit and loss Amount recognized in OCI FX Rate Closing balance
Deferred tax on fixed assets 18,526 (19,716) - 5 (1,185)
Deferred tax on intangible assets (328,917) 165,341 - (18,886) (182,462)
Deferred tax leasing 10,722 (2,193) - 105 8,634
Deferred tax on other provisions 27,469 533 - - 28,002
Deferred tax grants (25,747) (38,658) - - (64,405)
Deferred tax ion PPE Revaluation (293,881) - - - (293,881)
Deferred tax on staff benefits 138,443 25,769 231 167 164,610
Tax loss receivable 174,789 (149,607) - 4,935 30,117
Deferred tax on debts 489,181 11,376 - (506) 500,051
Revenues / expensesaccrued - 103 - (103) -
Total: 210,585 (7,052) 231 (14,283) 189,481
Deferred tax assets/(liabilities): - - - - 189,481

The nature of the temporary differences and the breakdown of the financial year 01.01.2025-31.12.2025 for the Company, is as follows:

COMPANY Fiscal Year 1/1/2025 - 31/12/2025 (Amounts in €) Opening balance Amount recognized in profit and loss Amount recognized in OCI Closing balance
Deferred tax on fixed assets 6,275 (14,129) - (7,854)
Deferred tax on intangible assets 139,974 21,611 - 161,585
Deferred tax leasing 906 362 - 1,268
Deferred tax on other provisions 38,152 - - 38,152
Deferred tax grants (24,370) - - (24,370)
Deferred tax ion PPE Revaluation (293,881) - - (293,881)

10. EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the profit attributable to the ordinary shareholders of the parent entity by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share do not differ materially from basic earnings per share. The calculation of earnings per share as at 31.12.2025 and 31.12.2024 is as follows:

GROUP 1/1/2025 - 31/12/2025 1/1/2024 - 31/12/2024
Net profit for the year attributable to the Shareholders of the parent company 6,352,388 5,588,185
Weighted average number of shares circulation 24,647,668 24,491,562
Basic Earnings per Share (EPS) 0.2577 0.2282

149 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

The calculation of the diluted earnings per share at 31.12.2025 is as follows:

GROUP 1/1/2025 - 31/12/2025 1/1/2024 - 31/12/2024
Net profit for the year attributable to the Shareholders of the parent company 6,352,388 5,588,185
Weighted average number of shares circulation 24,647,668 24,491,562
Adjustment for Stock Options 56,040 178,486
Weighted Average Number of Shares for the Calculation of Diluted Earnings per Share 24,703,708 24,670,048
Diluted earnings per share 0.2571 0.2265

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding during the period for potentially issuable ordinary shares. The Company has such shares, which arise from a stock option program granted to the Group’s employees.

11. TANGIBLE FIXED ASSETS

Tangible assets of the Group are presented as follows:

GROUP Amounts in € Land Buildings Machinery Vehicles Furniture and fixtures Total
Acquisition value 01/01/2024 2,050,000 4,922,222 1,062 38,016 3,554,031 10,565,331
Additions - - - - 51,310 51,310
Disposal - - (1,062) - (1,359) (2,421)
Exchange differencies - (440) - - (4,352) (4,792)
Balance at 31/12/2024 2,050,000 4,921,782 - 38,016 3,599,630 10,609,428
Additions - - - - 49,372 49,372
Disposal - - - - (3,074) (3,074)
Exchange differencies - 795 - - 8,314 9,109
Balance at 31/12/2025 2,050,000 4,922,577 - 38,016 3,654,241 10,664,835
Accumulated depreciation 01/01/2024 - (2,444,815) (1,062) (38,016) (3,106,740) (5,590,633)
Depreciations of the period - (150,088) - - (131,561) (281,648)
Disposal - - 1,062 - - 1,062
Exchange differencies - 1,297 - - 2,327 3,625
Balance at 31/12/2024 - (2,593,606) - (38,016) (3,235,974) (5,867,596)
Depreciations of the period - (148,634) - - (151,861) (300,495)
Disposal - - - - 552 552
Exchange differencies - 1,371 - - (6,285) (4,914)
Balance at 31/12/2025 - (2,740,869) - (38,016) (3,393,568) (6,172,453)
Net book value 31/12/2024 2,050,000 2,328,176 - - 363,656 4,741,832
Net book value 31/12/2025 2,050,000 2,181,708 - - 260,674 4,492,382

150 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

Tangible assets of the Company are presented as follows:

COMPANY Amounts in € Land Buildings Vehicles Furniture and fixtures Total
Acquisition value 01/01/2024 2,050,000 4,889,497 36,842 1,212,699 8,189,038
Additions - - - 34,142 34,142
Balance at 31/12/2024 2,050,000 4,889,497 36,842 1,246,841 8,223,180
Additions - - - 44,557 44,557
Balance at 31/12/2025 2,050,000 4,889,497 36,842 1,291,398 8,267,737
Accumulated depreciation 01/01/2024 - (2,418,765) (36,842) (843,251) (3,298,858)
Depreciations of the period - (146,683) - (97,514) (244,197)
Balance at 31/12/2024 - (2,565,448) (36,842) (940,765) (3,543,055)
Depreciations of the period - (146,681) - (129,438) (276,119)
Balance at 31/12/2025 - (2,712,129) (36,842) (1,070,203) (3,819,174)
Net book value 31/12/2024 2,050,000 2,324,049 - 306,075 4,680,124
Net book value 31/12/2025 2,050,000 2,177,367 - 221,195 4,448,563

Land and buildings were revalued on 01.01.2004 by independent valuers at their fair value, and the resulting differences were recorded in retained earnings. For the subsequent measurement of these assets, the historical cost model has been adopted. It is noted that no liens or encumbrances exist on the Company’s real estate. Additions during the year under the category “Furniture and other equipment” in the period under review mainly relate to Profile Software S.A. .

12. GOODWILL

Goodwill for the Group is analyzed as follows:

Amounts in € Balance at 31/12/2024 Exchange Differencies Balance at 31/12/2025
CENTEVO AB 1,344,564 79,209 1,423,773
LOGIN S.A. 687,350 - 687,350
Total 2,031,914 79,209 2,111,123

Goodwill is tested for impairment on an annual basis, as well as whenever there are indications of impairment. As of 31 December 2025, the Group performed its annual impairment test of goodwill for the aforementioned subsidiaries (cash-generating units), and no impairment need was identified based on the analysis, as the value in use exceeded the carrying amount. The recoverable amount of the assets of the above Cash-Generating Units has been determined based on value in use calculations, using projected cash flows derived from financial budgets approved by

151 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

Management, covering a five-year period. The pre-tax discount rate applied was 10.9% for Greece and ranged between 8.2% and 11.0% for EU countries, while the cash flow growth rate beyond the forecast period was 1.6%. The key assumptions used by Management in forecasting cash flows for the purposes of the annual goodwill impairment test, and to which value in use is most sensitive, are as follows:
✓ Sales and gross profit margins,
✓ Discount rates,
✓ Growth rates applied for the calculation of cash flows beyond the five-year forecast period.

Sales forecasts are based on careful estimates of various factors, such as past performance, expected growth in the markets in which the Group operates or intends to operate, and available competitive data. Profit margins are based on estimates over the five-year budgeting period regarding pricing and sales volumes, market share, and production and operating costs, and no material change is expected compared to 2025. The discount rate reflects current market assessments of the specific risks associated with each cash- generating unit. The calculation of discount rates is based on the specific conditions under which the Group operates and is derived from the weighted average cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is based on the expected return required by the Group’s investors, while the cost of debt is based on the interest rates of the loans the Group is required to service. The terminal growth rate is primarily based on published studies and research.

13. INTANGIBLE ASSETS

The intangible assets of the Group are analyzed as follows:

GROUP Amounts in € Development Costs Purchased Software Other Intangible Assets Development Cost Incomplete Total
Acquisition cost 01/01/2024 11,472,582 263,786 1,113,130 7,549,742 20,399,239
Additions 1,464,946 26,727 529,428 1,526,378 3,547,479
Disposal - (1,117) - - (1,117)
Transfers 8,676,120 - - (8,676,120) -
Exchange differencies (72,341) - (21,751) - (94,091)
Balance at 31/12/2024 21,541,306 289,396 1,620,807 400,000 23,851,509
Additions 865,790 - 974,743 1,615,975 3,456,508
Exchange differencies 153,343 - 39,170 - 192,513
Balance at 31/12/2025 22,560,438 289,396 2,634,720 2,015,975 27,500,530
Accumulated depreciation 01/01/2024 (7,408,338) (125,500) (745,390) - (8,279,228)
Amortization of the period (1,706,516) (14,223) (125,234) - (1,845,973)
Exchange differencies 28,980 - 10,205 - 39,185
Balance at 31/12/2024 (9,085,874) (139,723) (860,419) - (10,086,016)
Amortization of the period (2,719,889) (18,040) (147,554) - (2,885,483)
Exchange differencies (80,219) - (28,552) - (108,771)
Balance at 31/12/2025 (11,885,982) (157,763) (1,036,525) - (13,080,270)
Net book value 31/12/2024 12,455,432 149,673 760,388 400,000 13,765,493
Net book value 31/12/2025 10,674,456 131,633 1,598,195 2,015,975 14,420,259

152 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

The intangible assets of the Company are analyzed as follows:

COMPANY Amounts in € Development Costs Purchased Software Development Cost Incomplete Total
Acquisition cost 01/01/2024 3,067,618 183,078 - 3,250,696
Additions 1,297,392 26,727 - 1,324,119
Balance at 31/12/2024 4,365,010 209,805 - 4,574,815
Additions 43,590 - 1,491,054 1,534,644
Balance at 31/12/2025 4,408,600 209,805 1,491,054 6,109,459
Accumulated depreciation 01/01/2024 (1,119,768) (52,302) - (1,172,070)
Amortization of the period (609,347) (14,223) - (623,570)
Balance at 31/12/2024 (1,729,115) (66,525) - (1,795,640)
Amortization of the period (618,541) (18,043) - (636,584)
Balance at 31/12/2025 (2,347,656) (84,568) - (2,432,224)
Net book value 31/12/2024 2,635,895 143,280 - 2,779,175
Net book value 31/12/2025 2,060,944 125,237 1,491,054 3,677,234

Intangible assets mainly include the cost of developing banking and investment management platforms, purchased software, as well as intangible assets acquired through business combinations. It is noted that the software development cost for the year (see Note 7) includes expenses incurred by both the Company and the Group, as well as software development costs incurred by third parties on our behalf. Additions made during the 2025 financial year under the category “Development costs” mainly relate to the capitalization of expenses associated with production licenses and other research and development activities. “Development Cost Incomplete”, relates to software acquired from third parties (primarily development platforms), which will be implemented by the Group’s subsidiaries as well as by the Company itself.

14.INVESTMENTS IN SUBSIDIARIES
The change in the value of investments in affiliated companies is analyzed as follows:

Amounts in € Balance at 31/12/2024 Increase / (Deacrease within the year) Balance at 31/12/2025
GLOBAL SOFT S.A. 586,830 - 586,830
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD 3,800,195 - 3,800,195
PROFILE DIGITAL SERVICES S.A. 580,000 - 580,000
PROFILE TECHNOLOGIES SINGLE-MEMBER S.A. 2,144,035 1,036,642 3,180,677
Total 7,111,060 1,036,642 8,147,702

The investment in the associate company COMPUTER INTERNATIONAL FRANCHISE LLC, amounting to €138,416, has been fully impaired through an equivalent provision from previous years, as the said company has been dissolved and placed under liquidation, which has not yet been completed, mainly for procedural reasons.

By virtue of the decision dated 31.03.2025 of the Extraordinary General Meeting of the shareholders of the subsidiary société anonyme under the name “PROFILE TECHNOLOGIES SINGLE-MEMBER 153 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros) COMMERCIAL AND INDUSTRIAL INFORMATION TECHNOLOGY COMPANY S.A.”, it was resolved to increase its share capital by the amount of €1,036,642 through the issuance of 1,036,642 new ordinary registered shares with a nominal value of €1.00 each and an issue price of €1.00 per share. Thus, the total share capital of the said subsidiary (in which the Group systematically invests, as it constitutes its main research and development center for new technologies) amounts to €3,180,677 and is divided into 3,180,677 ordinary registered shares with a nominal value of €1.00 each. The parent Company, as the sole shareholder of the subsidiary “PROFILE TECHNOLOGIES SINGLE-MEMBER COMMERCIAL AND INDUSTRIAL INFORMATION TECHNOLOGY COMPANY S.A.”, participated in and paid the corresponding amount for the share capital increase of the subsidiary.

15. INVENTORIES

The Group's and Company's inventories are analyzed as follows:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Inventories 229,047 129,713 221,931 122,597
impairment of inventories (2,422) - - -
Total 226,625 129,713 221,931 122,597

The inventories of the Group and the Company mainly consist of electronic equipment and ready-made software, which are consumed in the projects being implemented. The provision for inventory impairment relates to the Group’s subsidiary, Profile Digital S.A.

16. TRADE AND OTHER COMMERCIAL RECEIVABLES

The trade receivables of the Group and the Company are analyzed as follows:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Customers 19,478,673 20,971,047 12,361,521 13,664,762
Related Customers - - 1,430,988 1,514,676
Bills receivable 7,105 7,104 3,696 3,696
Post-dated cheques 227,825 241,377 179,742 193,294
Total 19,713,603 21,219,528 13,975,947 15,376,428
Minus: Bad debts provisions (5,675,057) (5,577,527) (5,133,238) (5,091,462)
Total 14,038,546 15,642,001 8,842,709 10,284,966
Less: Disputed receivables transferred to other receivables (1,735,671) (1,776,997) (1,735,671) (1,776,997)
Total 12,302,875 13,865,004 7,107,038 8,507,969

Trade receivables decreased by €1,562 thousand in 2025 compared to 2024, mainly due to the settlement of trade receivables from customers, both at the Company level and at the level of the Group’s subsidiaries. Trade receivables and impairment losses for the years ended 31 December 2025 and 31 December 2024, respectively, are as follows:

154 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

Amounts in € (31/12/2025) GROUP Trade and other receivables GROUP Impairment COMPANY Trade and other receivables COMPANY Impairment
Not due 9,490,020 (29,939) 6,955,546 (8,542)
Past due more than 120 days 1,554,898 (28,070) 243,476 (1,691)
Past due more than 240 days 199,612 (9,981) 19,779 (989)
Past due more than 360 days 5,913,311 (4,786,976) 4,201,385 (4,301,926)
Disputed receivables 2,555,761 (820,090) 2,555,761 (820,090)
Total 19,713,602 (5,675,057) 13,975,947 (5,133,238)
Amounts in € (31/12/2024) GROUP Trade and other receivables GROUP Impairment COMPANY Trade and other receivables COMPANY Impairment
Not due 11,457,020 (21,848) 8,084,029 (2,924)
Past due more than 120 days 1,669,353 (32,459) 350,479 (6,674)
Past due more than 240 days 166,343 (8,317) 3,329 (166)
Past due more than 360 days 5,371,051 (4,736,139) 4,382,830 (4,302,934)
Disputed receivables 2,555,761 (778,764) 2,555,761 (778,764)
Total 21,219,528 (5,577,527) 15,376,428 (5,091,462)

The Group applies the simplified approach of IFRS 9 to trade and other receivables, calculating expected credit losses based on lifetime expected credit losses. The Group uses its past experience to determine the risk of default, as well as forward-looking information at the end of each reporting period regarding debtors and the economic environment, a policy that has been consistently applied. The total impact for 2025 has been recognized in the results of the year. The movement in the provision for impairment of trade receivables is set out below:

Amounts in € GROUP COMPANY
Balance at 31/12/2023 5,218,049 4,529,718
Provision per IFRS 9 358,243 561,744
Exchange differencies 1,235 -
Balance at 31/12/2024 5,577,527 5,091,462
Provision per IFRS 9 111,805 41,776
Reversal of IFRS 9 Provision (11,708) -
FX Rate (2,567) -
Balance at 31/12/2025 5,675,057 5,133,238

During 2024, the Group proceeded with the write-off of trade receivables amounting to €1 million, which is included under the item “Other expenses.”

155 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

17. PREPAYMENTS AND OTHER RECEIVABLES

Advance payments and other receivables of the Group and the Company are analyzed as follows:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Advances to suppliers 3,392,110 1,267,194 3,384,886 1,259,909
Greek State 3,045,515 1,144,890 1,270,102 355,613
Affiliated Companies - - 1,267,701 1,129,844
Prepaid costs 456,807 356,577 298,925 246,319
Disputed receivables 2,555,761 2,555,761 2,555,761 2,555,761
Income for use receivable 12,277,472 5,812,261 11,976,157 5,381,573
Related parties short term loans - - 800,000 -
Other debtors 529,144 254,586 1,427 32,967
Total 22,256,809 11,391,269 21,554,959 10,961,986
Minus: Bad debts provisions for disputed receivables, IFRS 9 (820,090) (778,764) (820,090) (778,764)
Total 21,436,719 10,612,505 20,734,869 10,183,222

The above other receivables are considered short-term. Their fair value is deemed to approximate their carrying amount. Other receivables of the Group increased by €10,824 thousand during 2025. Accordingly, the Company’s other receivables increased by €10,551 thousand. This increase is mainly attributable to the rise in accrued income, which increased by €6,465 thousand for the Group and by €6,594 thousand for the Company, reflecting the intensified execution of projects during the year. These revenues primarily relate to service provision projects for public sector clients, which are recognized based on the stage of completion, in accordance with the terms of the relevant contracts. Part of these projects had not been invoiced as at the reporting date. The main projects include the digitization of EOPPEP for the Ministry of Education, the e-school project for the Ministry of Education, the digitization of asylum files for the Ministry of Migration, the digitization of Land Registries for the National Cadastre, and the transcription of minutes for the Ministry of Justice. In addition, advances to suppliers increased by €2,125 thousand, directly related to projects for public sector clients. Furthermore, the increase is associated with the rise in receivables from the Greek State, which increased by €1,900 thousand for the Group and by €914,489 for the Company. Revenue recognition is performed based on the percentage of completion method, taking into account the stage of execution of each project in relation to the total estimated cost of the respective contract. The related costs are presented under the item “Accrued expenses and interest payable” (Note 28). Under the account “Disputed receivables,” an amount of €1,736 thousand is included, relating to claims held by the Company against entities of the broader public sector. Although these claims have not yet become final so as to allow for enforced collection, they have been adjudicated at first instance with an outcome favorable to the Company. As regards the progress of the proceedings before the appellate court, the cases are currently under judicial expert examination, the completion of which is difficult due to objective factors (particularly the significant time elapsed since the implementation of the respective projects). Despite the fact that the above cases have not yet reached a final judgment, the Company considers these interest-bearing claims to be reasonable, well-founded, and recoverable, given that, on the one hand, there is sufficient evidence of execution and delivery in accordance with the contractual 156 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros) requirements and specifications for the equipment and services, and, on the other hand, the counterparties continue to operate actively in their respective sectors. Therefore, there is no substantiated indication of any impairment in the value of these receivables or of any inability to collect them following the issuance of a final judgment.

18.### SHORT-TERM INVESTMENT

The short-term investments of the Group and the Company are analyzed as follows:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Opening balance 4,501,570 4,887,098 2,899,310 2,790,405
Additions 3,231,554 3,074,900 1,395,427 1,040,193
Sales (2,182,607) (3,507,900) (349,908) (968,663)
Capitalized accrued interest 70,079 67,803 64,673 60,778
Collection of Capitalized Accrued Interest (66,995) - (60,778) -
Total short term investments 5,553,601 4,521,901 3,948,724 2,922,713
Revaluation at Fair Value (102,175) (20,331) (80,030) (23,403)
Ending balance 5,451,426 4,501,570 3,868,694 2,899,310

The amounts of short-term investments relate to low-risk financial placements in government and corporate bonds with short maturities. They are primarily intended to allocate part of the Group’s liquidity into safe investments, in order to ensure adequate funding of the Group’s investment program for its development, as well as to serve as a “natural” hedge against foreign exchange risk arising from the Group’s non-euro projects. A significant portion of these additions and disposals relate to the recycling/reinvestment of these short-term placements. Short-term investments are measured at fair value through profit or loss.

19. CASH AND CASH EQUIVALENTS

The cash and cash equivalents of the Group and the Company are analyzed as follows:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Available in Cash 12,489 8,557 6,570 2,494
Bank deposits 25,733,053 16,726,554 14,514,847 6,611,506
Total 25,745,542 16,735,111 14,521,417 6,614,000

Available cash and cash equivalents represent cash in the Group and Company funds and bank deposits available on demand. Bank deposits are charged with interest at floating rates based on monthly bank rates.

157 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

20. SHARE CAPITAL AND SHARE PREMIUM

Company’s Share Capital movement is as follows:

Amounts in € Shares Share capital Share premium
Balance at January 1st, 2024 24,586,446 5,654,883 2,830,467
Increase from issue of stock options 159,488 36,682 98,883
Balance at December 31st, 2024 24,745,934 5,691,565 2,929,350
Increase from issue of stock options 78,000 17,940 48,360
Balance at December 31st, 2025 24,823,934 5,709,505 2,977,710

On 06.12.2023, following a decision of the Company’s Board of Directors and within the framework of the annual implementation of the Share Distribution Program to selected executives of the Company and its affiliated companies, as approved by the First Adjourned Annual Ordinary General Meeting of Shareholders of 25 May 2018, the share capital was increased by the amount of forty-seven thousand nine hundred eighty-nine euros and seventy-three cents (€47,989.73), through the issuance of two hundred eight thousand six hundred fifty-one (208,651) new ordinary registered shares, with a nominal value of twenty-three euro cents (€0.23) each and an issue price of eighty-five euro cents (€0.85) per share. The difference between the issue price and the nominal value of the above shares, amounting to €129,363.62, was credited to the special reserve account “Share premium.”

By virtue of the decision dated 04.12.2024 of the Company’s Board of Directors and within the framework of the annual implementation of the aforementioned Program, the share capital was increased by the amount of thirty-six thousand six hundred eighty-two euros and twenty-four cents (€36,682.24), through the issuance of one hundred fifty-nine thousand four hundred eighty-eight (159,488) new ordinary registered shares, with a nominal value of twenty-three euro cents (€0.23) each and an issue price of eighty-five euro cents (€0.85) per share. The difference between the issue price and the nominal value of the above shares, amounting to €98,882.56, was credited to the special reserve account “Share premium.”

By virtue of the decision dated 01.12.2025 of the Company’s Board of Directors and within the framework of the annual implementation of the aforementioned Program, the share capital was increased by the amount of seventeen thousand nine hundred forty euros (€17,940.00), through the issuance of seventy-eight thousand (78,000) new ordinary registered shares, with a nominal value of twenty-three euro cents (€0.23) each and an issue price of eighty-five euro cents (€0.85) per share. The difference between the issue price and the nominal value of the above shares, amounting to €48,360.00, was credited to the special reserve account “Share premium.”

Following the above, the Company’s share capital amounts to five million seven hundred nine thousand five hundred four euros and eighty-two cents (€5,709,504.82) and is divided into twenty-four million eight hundred twenty-three thousand nine hundred thirty-four (24,823,934) ordinary registered shares, with a nominal value of twenty-three euro cents (€0.23) each.

158 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

21. TREASURY SHARES

The change in the Group's and Company's own shares is analyzed as follows:

Amounts in € GROUP Shares GROUP Value COMPANY Shares COMPANY Value
Balance at January 1st, 2024 80,650 313,622 80,650 312,525
Purchase of treasury shares 2024 116,876 586,512 116,876 586,512
Balance at December 31st, 2024 197,526 900,134 197,526 899,037
Purchase of treasury shares 2025 412,048 2,674,198 412,048 2,674,198
Sales of treasury shares 2025 (350,000) (1,707,122) (350,000) (1,707,122)
Balance at December 31st, 2025 259,574 1,867,210 259,574 1,866,113

22. RESERVES

The change in the Group's and Company's reserves is analyzed as follows:

GROUP

Amounts in € 01/01/2025 Movement 31/12/2025
Other Reserves 9,642,860 1,800,000 11,442,860
Statutory reserve 1,308,075 251,582 1,559,657
Tax free reserves 2,638,579 - 2,638,579
ICT4GROWTH special reserve 852,851 - 852,851
Stock Options Reserve 1,267,014 5,504 1,272,518
Total 15,709,379 2,057,086 17,766,465

COMPANY

Amounts in € 01/01/2025 Movement 31/12/2025
Other Reserves 9,642,860 1,800,000 11,442,860
Statutory reserve 1,238,956 250,697 1,489,653
Tax free reserves 2,639,597 - 2,639,597
ICT4GROWTH special reserve 796,080 - 796,080
Stock Options Reserve 1,267,014 5,504 1,272,518
Total 15,584,507 2,056,200 17,640,708

23. BORROWINGS & OTHER LONG-TERM PAYABLES

The long-term and short-term borrowings of the Group and the Company are analyzed as follows:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Long-term debt 6,676,214 3,550,000 6,676,214 3,550,000
Total Long Term debt 6,676,214 3,550,000 6,676,214 3,550,000
Bank loans 5,695,058 5,782,099 4,455,767 4,542,163
Long-term loans payable in the next 12 3,599,253 250,000 3,599,253 250,000
Total Short Term debt 9,294,311 6,032,099 8,055,020 4,792,163
Total debt 15,970,525 9,582,099 14,731,234 8,342,163

Loans consist of simple bilateral loans (non-convertible, non-syndicated, etc.) with floating interest rates, with a total borrowing cost for the year under review of 4.0%, which is considered, and indeed is, a market rate. Borrowing costs decreased during 2025 due to the reduction in EURIBOR. The borrowing cost for 2026 is expected to remain at similar levels. Long-term loans have a duration of four or five years.

159 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

Amounts of long-term loans payable within 12 months from the date of preparation of the financial statements have been reclassified and are presented as current liabilities. During the current year, the Company proceeded with the issuance of a bond loan amounting to €5.0 million from CrediaBank S.A., with a maturity date of 9 October 2030 and an interest rate of six-month Euribor plus 1.9%. In addition, the Company entered into a loan agreement with the National Bank of Greece for an amount of €1,197,012.25 to partially finance the implementation of its investment project entitled “Investment Management Web Front-End,” under Action 16706 “Digital Transformation of Small and Medium Enterprises” of the Operational Program “Development of Digital Products and Services” within the framework of the National Recovery and Resilience Plan “Greece 2.0,” of Information Society S.A.

24. EMPLOYEE BENEFIT OBLIGATIONS DUE TO TERMINATION OF EMPLOYMENT

The Group and the Company recognize as a retirement benefit obligation the present value of the legal commitment it has undertaken, to pay a lump sum compensation to staff leaving due to retirement. The personnel benefits obligations of the Group and the Company are analyzed as follows:

Amounts in € GROUP COMPANY
Opening Balance at 01/01/2024 722,868 119,256
Employement cost (12,473) 40,757
Financial Cost 4,175 4,103
Paid indemnities for the period (138,680) (40,601)
Actuarial gains / losses for the period 21,991 20,563
Transfers 5,963 -
Closing Balance at 31/12/2024 603,844 144,078
Employement cost 188,849 66,308
Financial Cost 5,310 5,206
Paid indemnities for the period (80,895) (52,711)
Actuarial gains / losses for the period 1,053 (819)
Exchnage Rate Differencies (3,660) -
Closing Balance at 31/12/2025 714,501 162,062

Basic Assumptions:

31/12/2025 31/12/2024
Discount rate 3.21% 2.93%
Inflation 2.00% 2.00%
Future salary increases 2.00% 2.00%

The use of a discount rate higher by 0.5% would result in the actuarial obligation being lower by 3.1%, or conversely, the use of a discount rate lower by 0.5% would result in the actuarial obligation being higher by 3.1%. The use of a discount rate higher by 0.5% would result in the current service cost for the following period being lower by 5.0%, whereas the opposite movement, i.e. the use of a discount rate lower by 0.5%, would result in the current service cost being higher by 5.0%.

160 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

25.# STOCK OPTION PLAN

The Board of Directors of the Company at its meeting on January 16, 2020, following the authorization granted by the First Repeated Annual General Meeting of the shareholders on May 25, 2018, regarding the establishment of a Stock Option Plan for the members of the Board of Directors, the Directors and the staff of the Company, proceeded to the preparation of the specific terms of this Plan.

The duration of the programme shall be fixed until the year 2025, in the sense that the total rights to be allocated to beneficiaries may be exercised no later than November 2025. The number of Rights to be allocated under the above Program may amount to up to six hundred thousand (600,000), for its total duration (until 2025). Accordingly, the maximum number of shares to be issued, if the Board of Directors grants the maximum number of Rights and the Beneficiaries exercise all of them, may not exceed 600,000 shares.

Beneficiaries, in order to exercise the Rights that have vested, must at the time of exercise have an active employment agreement or mandate agreement with the Company, or be employed, by virtue of a decision of the Company’s Management, in a company belonging to the Group. Finally, it is provided that, in the event of corporate actions or transactions or the occurrence of other corporate events, the terms of the Program may be adjusted by the Board of Directors in such a way as not to prejudice the rights of the Beneficiaries.

The rights granted in FY2020 are partially matured as follows:
- On November 1, 2020, 115,093 rights
- On November 1, 2021, 142,483 rights
- On November 1, 2022, 145,954 rights that due to split are readjusted to 291.908
- On November 1, 2023, 28,220 rights that due to split are readjusted to 56.440

The rights granted in FY2022 are partially matured as follows:
- On November 1, 2022, 100,485 rights
- On November 1, 2023, 111,045 rights
- On November 1, 2024, 114,090 rights
- On November 1, 2025, 10,880 rights

Changes in the number of options during the financial year are as follows:

Number of rights
Opening Balance at 01/01/2024 237,940
Exercised (159,488)
Closing Balance at 31/12/2024 78,452
Exercised (78,000)
Waived Right (452)
Closing Balance at 31/12/2025 -

(*) the number of allowances has been adjusted as a result of the business operation of the split (1n/1p) share

The fair value per right was calculated using the Black & Scholes valuation model. The key variables used in this model include the share price, exercise price, discount rate, and the volatility of the share price. 161 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

The variables on the basis of which the above were calculated are:

Granted in 2022 Granted in 2020
Exercise price 0.85 € 0.85 €
Grant date 25.10.2022 16.01.2020
Share price at concession date 2.94 € 1.985 €
Stock Volatility 35% 35%
Risk Free Rate 3.00% 0.46%

26. GOVERNMENT GRANTS

The Group has recognized long-term liabilities as deferred income for the long-term portion of government grants that is to be systematically and rationally recognized in income over the useful life of the fixed assets. Depreciation is accounted for in the period's results using the straight-line method according to the useful life of the corresponding subsidized assets. The subsidies of the Group and the Company are analyzed as follows:

Amounts in € GROUP COMPANY
Opening Balance at 01/01/2024 268,964 28,689
Recognized Grant 2024 186,772 32,772
Depreciated Grant 2024 (193,368) (56,342)
Closing Balance at 31/12/2024 262,368 5,119
Recognized Grant 2025 1,643,546 -
Depreciated Grant 2025 (347,323) (5,119)
Closing Balance at 31/12/2025 1,558,592 (0)
Minus: Short-term section of government grants (335,591) -
Long-term Portion of Grants 1,223,001 -

27. SUPPLIERS

The Group and Company suppliers are analyzed as follows:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Suppliers 5,837,630 2,004,879 4,838,293 1,719,595
Related Companies - - 1,788,814 146,503
Checks payable 58,695 58,694 58,694 58,694
Total 5,896,325 2,063,573 6,685,801 1,924,792

Trade payables at both Group and Company level increased during the 2025 financial year. Specifically, at Group level, liabilities increased by €3,832 thousand, while at Company level they increased by €4,761 thousand. 162 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

28. OTHER PAYABLES

Other payables for the Group and the Company are analyzed as follows:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Customer advances 3,724,489 4,069,468 3,687,059 4,028,419
Other Accrued expenses 10,681,448 5,858,580 10,141,445 5,871,522
Related creditors - - 744,358 468,832
Deferred Income 2,904,615 3,007,118 676,493 604,688
Other liabilities 1,819,524 1,221,763 1,679,246 853,699
Total 19,130,076 14,156,929 16,928,601 11,827,160

Total Other Liabilities increased by €4,973 thousand in 2025, mainly due to the increase in accrued expenses and interest payable, the balance of which amounted to €10,681 thousand during the current year. Accrued expenses relate to the recognition of costs for services rendered, which, based on contracts with suppliers, had not yet been invoiced by 31.12.2025, but whose recognized value is calculated based on the stage of completion of the service in relation to its estimated total cost. Customer advances decreased compared to the previous year, while other liabilities increased, further contributing to the overall change. Deferred income mainly relates to maintenance and service contracts that will be recognized in future periods.

29. RELATED PARTIES TRANSACTIONS

The Company's transactions with its subsidiaries are analyzed as follows:

Intercompany transactions Sales 1/1/2025 - 31/12/2025 Sales 1/1/2024 - 31/12/2024 Purchases 1/1/2025 - 31/12/2025 Purchases 1/1/2024 - 31/12/2024
GLOBAL SOFT S.A 129,873 126,723 136,580 118,000
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD 828,019 1,029,361 140,410 -
PROFILE SOFTWARE (UK) Ltd 1,177,522 1,683,344 - -
PROFILE DIGITAL SERVICES S.A. 11,040 11,040 - -
PROFILE TECHNOLOGIES SINGLE MEMBER S.A 241,736 212,667 1,324,968 664,364
LOGIN S.A. 422,128 376,180 22,743 57,213
CENTEVO AB 594,843 693,244 - -
Total 3,405,161 4,132,559 1,624,701 839,577

The terms of transactions with related parties provide that sales to related parties as well as purchases from them are carried out at normal market prices prevailing at the given time (on an arm’s length basis). Sales to subsidiary companies mainly concern expenses incurred by the Company on behalf of the subsidiaries, mainly for the following:
• Support, programming and design relating to the commercial and technical implementation of projects in the Financial Solutions operating segment 163 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)
• The design and implementation of other software programs which may be used by the subsidiaries

The balances of the Company’s receivables and liabilities with related parties at the end of the current year, as well as of the corresponding previous year, are analyzed as follows:

Intercompany balances Receivables 31/12/2025 Receivables 31/12/2024 Payables 31/12/2025 Payables 31/12/2024
GLOBAL SOFT S.A 22,766 18,049 315,680 146,320
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD 983,927 253,544 140,410 42,792
COMPUTER INTERNATIONAL FRANCHISE LLC 172,519 172,519 - -
PROFILE SOFTWARE (UK) Ltd 633,572 1,071,560 183 183
PROFILE DIGITAL SERVICES S.A. - - 480,400 403,600
PROFILE TECHNOLOGIES SINGLE MEMBER S.A 527,895 336,151 1,580,911 2,440
LOGIN S.A. 111,969 99,453 15,588 20,000
CENTEVO AB 246,041 693,244 - -
Total 2,698,689 2,644,520 2,533,172 615,335

The remuneration cost for the members of the Board of Directors and the Executive Management of the Group and the Company for the financial year 2025 amounted to €3,171,102 (2024: €2,810,587) and €2,820,455 (2024: €2,327,704), respectively.

The outstanding balance of the bond loan granted by the Parent Company to its wholly-owned subsidiary “PROFILE TECHNOLOGIES SINGLE-MEMBER COMMERCIAL AND INDUSTRIAL INFORMATION TECHNOLOGY COMPANY S.A.” amounted to €5,800,000 as at 31/12/2025 (31/12/2024: €6,400,000). An amount of €1,400,000 was granted pursuant to the resolution of the Board of Directors dated 31/08/2021, an amount of €2,500,000 was granted pursuant to the resolution dated 01/11/2022, and an amount of €2,500,000 was granted pursuant to the resolution dated 22/11/2023. The proceeds of the above Common Bond Loan were used by the wholly-owned subsidiary exclusively for the uninterrupted and timely implementation of its medium-term business plan, in accordance with the specific terms and conditions of the relevant call under Development Law 4399/2016, to which it has been subject.

30. LEASES

The breakdown of both rights of use and lease obligations by applying IFRS 16 for the 2025 financial year is as follows:

Right of Use Assets (ROU) GROUP

Amounts in € Buildings Vehicles Total
Right of use assets 01/01/2024 754,720 125,352 880,072
Add-ons for the period 24,880 23,612 48,492
Revaluation of lease liability (14,713) 494 (14,219)
Exchange differencies (578) - (578)
Depreciations for the period (306,524) (44,283) (350,807)
Right of use assets 31/12/2024 457,785 105,175 562,960
Add-ons for the period 434,395 123,851 558,246
Revaluation of lease liability 26,228 2,187 28,415
Exchange differencies 26,209 - 26,209
Depreciations for the period (334,527) (58,116) (392,643)
Right of use assets 31/12/2025 610,090 173,097 783,187

164 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

GROUP

Amounts in € Buildings Vehicles Total
Recognized Lease Liabilities 01/01/2024 807,426 129,183 936,609
Add-ons for the period 24,880 23,612 48,492
Revaluation of lease liability (934) (1,108) (2,042)
Interests for the period 20,857 7,587 28,444
Payments for the period (339,842) (49,982) (389,824)
Exchange - - -
:--- :--- :--- :---
differencies (15,519) - (15,519)
Balance 31/12/2024 496,868 109,292 606,160
Long-Term lease liabilities 227,082 72,468 299,550
Short-Term lease liabilities 269,786 36,824 306,610
Balance 31/12/2024 496,868 109,292 606,160
Add-ons for the period 434,395 123,851 558,246
Revaluation of lease liability 26,228 2,187 28,415
Interests for the period 20,293 10,196 30,490
Payments for the period (345,320) (66,001) (411,321)
Exchange differencies 3,748 743 4,491
Balance at 31/12/2025 636,213 180,268 816,481
Long-Term lease liabilities 68,252 137,374 205,626
Short-Term lease liabilities 567,961 42,894 610,855
Balance at 31/12/2025 636,213 180,268 816,481

COMPANY

Amounts in € Vehicles Total
Right of use assets 01/01/2024 125,352 125,352
Add-ons for the period 23,612 23,612
Revaluation of lease liability 494 494
Depreciations for the period (44,283) (44,283)
Right of use assets 31/12/2024 105,175 105,175
Add-ons for the period 91,843 91,843
Revaluation of lease liability 2,187 2,187
Depreciations for the period (51,607) (51,607)
Right of use assets 31/12/2025 147,598 147,598

165 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

COMPANY

Amounts in € Vehicles Total
Recognized Lease Liabilities 01/01/2024 129,183 129,183
Add-ons for the period 23,612 23,612
Revaluation of lease liability (1,112) (1,112)
Interests for the period 7,587 7,587
Payments for the period (49,978) (49,978)
Balance 31/12/2024 109,292 109,292
Long-Term lease liabilities 72,468 72,468
Short-Term lease liabilities 36,824 36,824
Balance 31/12/2024 109,292 109,292
Add-ons for the period 91,843 91,843
Revaluation of lease liability 2,187 2,187
Interests for the period 8,239 8,239
Payments for the period (58,200) (58,200)
Balance at 31/12/2025 153,361 153,361
Long-Term lease liabilities 116,701 116,701
Short-Term lease liabilities 36,660 36,660
Balance at 31/12/2025 153,361 153,361

31. FAIR VALUE MEASUREMENT

Fair Value: The carrying amounts reflected in the accompanying statements of financial position for cash and cash equivalents, trade and other accounts receivable, prepayments, trade and other accounts payable and accrued and other current liabilities, approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair value of the Group’s and the Company’s long-term borrowings as of December 31, 2025, as presented in the annual financial statements, does not differ materially from their carrying amount. This is because the borrowings consist of simple bilateral loans from banking institutions, bearing floating interest rates that reflect prevailing market conditions. These rates are based on EURIBOR plus a spread, and therefore adjust in line with market fluctuations. Additionally, all loans are denominated in euros, are non-convertible, and do not carry any pledges, covenants, or special clauses. Consequently, although these loans are classified in the category 1-5 years, there is no difference between the fair value and the accounting obligations in relation to those liabilities.

The Group categorized its financial instruments carried at fair value in the below categories, defined as follows:
- Level 1 - Observed / Listed (unadjusted) market prices in active markets for similar assets or liabilities.
- Level 2 - Valuation techniques for which inputs that are relevant to fair value measurement, except for official stock prices included in Level 1, are directly or indirectly observable.
- Level 3 - Valuation techniques for which inputs that are relevant to measuring fair value are not observable.

166 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

For the assets and liabilities recognized in the annual financial statements, the Group regularly assesses whether transfers have occurred between levels of the fair value hierarchy, by re-evaluating and reclassifying them (based on the lowest level input that is significant to the overall fair value measurement) at the end of each reporting period. At each reporting date, the Group analyzes changes in the values of liabilities subject to re-measurement and revaluation, in accordance with the Group’s accounting policies. As part of this analysis, Management verifies the major inputs applied in the most recent valuation, confirming the data used with contractual agreements and other relevant documentation. During the financial year, there were no transfers between Level 1 and Level 2, nor any transfers into or out of Level 3 for fair value measurement purposes.

The following table presents the fair value hierarchy of the Group’s assets and liabilities:

Assets and liabilities measured at fair value Note Measurement date level 1 level 2 level 3
Short-term investments at fair value through profit or loss 18 31/12/2025 - -

The valuation of Financial assets at fair value through profit or loss is based on their current market value on their trading market.

32. AUDITORS’ REMUNERATION

The fees of the statutory auditors for the audit of the Financial Statements for the 2025 financial year amounted in total to €84,637 for the Group and €31,000 for the Company. The auditors’ fees for the tax compliance audit for the 2025 financial year amounted to €16,000 for the Group and €11,000 for the Company. Apart from the above audit services, no other services are provided by the auditors.

33. CONTINGENT LIABILITIES

There are no pending or under arbitration disputes, nor decisions of judicial or arbitral bodies, which have or may have a material impact on the financial position or operations of the Company and the Group. The Group and the Company have contingent liabilities solely in relation to matters arising in the course of their ordinary activities. No material charges are expected to arise from these contingent liabilities. No additional payments (beyond the ordinary) are anticipated as of the date of preparation of these annual consolidated financial statements.

The guarantees through letters of guarantee issued by bank institutions on 31.12.2025 concern the following:

Amounts in € GROUP 31/12/2025 GROUP 31/12/2024 COMPANY 31/12/2025 COMPANY 31/12/2024
Bid bonds 457,031 142,778 457,031 142,778
Guarantees to ensure good execution of contracts with customers 17,266,977 16,731,026 17,266,977 16,731,026
Total 17,724,008 16,873,804 17,724,008 16,873,804

167 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

The tax unaudited fiscal years of the Group's companies are as follows:

NAME OF COMPANY UNAUDITED FISCAL YEARS
PROFILE SA* 2017-2025
COMPUTER INTERNATIONAL FRANCHISE Ltd 2007-2025
GLOBAL SOFT S.A.* 2017-2025
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD 2017-2025
PROFILE SYSTEMS (UK) LTD 2018-2025
PROFILE DIGITAL SERVICES S.A.* 2017-2025
LOGIN S.A. 2019-2025
PROFILE TECHNOLOGIES SINGLE MEMBER S.A.** 2020-2025
CENTEVO AB 2009-2025
  • For the years 2017-2024 an unreserved Tax Certificate has been issued by chartered accountants, in accordance with Article 65Α par. 1 of Law4174/2013.
    ** The subsidiary Profile Technologies Single Member S.A. was established in 2020.

For the 2025 financial year, the Group’s companies in Greece have been subject to the tax audit conducted by Certified Public Accountants, as provided for under the provisions of Article 65A of Law 4174/2013. This audit is currently in progress, and the relevant tax compliance report is expected to be issued after the publication of the accompanying financial statements for the year ended 31 December 2025. Should additional tax liabilities arise upon completion of the tax audit, the Company’s Management estimates that these will not have a material impact on the annual financial statements. For the subsidiary companies domiciled abroad, there is no regime of mandatory tax audit. Audits are carried out on an exceptional basis, where deemed appropriate by the tax authorities of each country, based on specific criteria. Tax obligations arising after the submission of the annual tax return remain subject to review by the tax authorities for a specified period, in accordance with the tax legislation of each country.

34. SUBSEQUENT EVENTS

Geopolitical Developments in Iran
For the financial year 2025, revenue derived from customers operating in the affected countries represents approximately 6% of the Group’s total turnover, while trade receivables from these customers account for approximately 1% of the Group’s total assets. These customers, given the nature of the services they provide within the broader financial sector, continue to operate without disruption. Taking into consideration the Group’s particularly limited exposure, Management estimates that these developments are not expected to materially affect the Group’s financial position, results of operations, or cash flows.

Completion of the Acquisitions of Algosystems and Contemi
On 22 January 2026, the acquisition of an 87.23% majority stake in the share capital and voting rights of the société anonyme under the corporate name “ALGOSYSTEMS TECHNICAL COMMERCIAL COMPANY OF INFORMATION, AUTOMATION AND METROLOGY S.A.” (“ALGOSYSTEMS S.A.”) was completed. Management estimates that the completion of this acquisition will contribute positively and materially to the Group’s portfolio of cybersecurity and ICT support services for financial institutions, enterprises, and public sector entities, as well as, consequently, to the Group’s financial position and results.

168 Annual Financial Report for the year from 1 January to 31 December 2025 (Amounts in euros)

On 30 January 2026, the acquisition of 100% of the share capital and voting rights of Indigo (London) Holdings Limited and, consequently, its wholly owned subsidiary Contemi Solutions (London) Ltd was completed.Management estimates that this acquisition, in combination with Profile’s existing activities in the respective market, will contribute positively and materially to strengthening its local presence, further expanding its operations, and generating additional cost and revenue synergies.

There are no other subsequent events after the end of the financial year 2025 up to the date of approval of the present Report, which would have a material impact on the annual financial statements and therefore require specific disclosure herein.

N. Smyrni, March 30, 2026

Chairman of the BoD Managing Director Chief Financial Officer
Stasinopoulos Charalampos Angelides Evangelos Litsios Giannis
ID Σ 577589 ID 1157610 ID ΑΖ 631418
LICENSE NO 0097805

AVAILABILITY OF FINANCIAL STATEMENTS

According to the provisions of Law 3556/2007 and Decision 8/754 / 14-04-2016. of the Board of Directors Of the Hellenic Capital Market Commission, the Company announces that the Annual Financial Report for the year 2025, as well as the Annual Financial Statements of its subsidiaries, is legally presented on the internet at www.profilesw.com, the posting fulfills all the requirements of article 7 of the above Decision of the Board of Directors of the Hellenic Capital Market Commission, as applicable.

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