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Annual Financial Report According to article 4 of L. 3556/2007 for the financial year from January 1 st , 2024 to December 31 st , 2024 (amounts in € thousand unless otherwise mentioned) MIG HOLDINGS S.A. El. Venizelou 10, 106 71 Athens, Greece Tel. +30 210 3504000 General Commercial Reg. Nr. 3467301000 (Societe Anonyme Reg. Nr. 16836/06/ Β/88/06)
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 2 [THIS PAGE HAS DELIBERATELY BEEN LEFT BLANK]
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 3 Table of Contents A. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS ............................................. 6 B. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “MIG HOLDINGS S.A.” ON THE CONSOLIDATED AND CORPORATE FINANCIAL STATEMENTS FOR THE YEAR 2024 .............................. 7 C. INDEPENDENT AUDITOR’S REPORT ........................................................................................................... 38 D. ANNUAL CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED AS AT 31 st OF DECEMBER 2024 ............................................................................................................ 45 INCOME STATEMENT ........................................................................................................................................ 46 STATEMENT OF COMPREHENSIVE INCOME ................................................................................................. 48 STATEMENT OF FINANCIAL POSITION .......................................................................................................... 49 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................. 50 STATEMENT OF CASH FLOWS ......................................................................................................................... 52 1 GENERAL INFORMATION OF THE GROUP ............................................................................................. 54 2 GROUP STRUCTURE AND ACTIVITIES ................................................................................................... 55 3 BASIS OF FINANCIAL STATEMENTS PRESENTATION ......................................................................... 56 4 MATERIAL INFORMATION ABOUT ACCOUNTING POLICIES ............................................................. 59 5 OTHER INFORMATION ABOUT ACCOUNTING POLICIES .................................................................... 68 6 SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS .............................. 72 7 BUSINESS COMBINATIONS ....................................................................................................................... 73 8 DISPOSAL GROUPS ..................................................................................................................................... 73 9 OPERATING SEGMENTS ............................................................................................................................ 74 10 PROPERTY, PLANT AND EQUIPMENT & RIGHT-OF-USE ASSETS ...................................................... 76 11 INTANGIBLE ASSETS ................................................................................................................................. 78 12 INVESTMENTS IN SUBSIDIARIES ............................................................................................................. 79 13 OTHER FINANCIAL ASSETS AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS ......................................................................................................................................... 80 14 INVESTMENT PROPERTIES ....................................................................................................................... 81 15 OTHER NON-CURRENT ASSETS ............................................................................................................... 81 16 TRADE AND OTHER RECEIVABLES ......................................................................................................... 82 17 OTHER CURRENT ASSETS ......................................................................................................................... 82 18 CASH AND CASH EQUIVALENTS .............................................................................................................. 83 19 SHARE CAPITAL AND SHARE PREMIUM ................................................................................................ 83 20 OTHER RESERVES ...................................................................................................................................... 83 21 EMPLOYEE SHARE BASED REMUNERATION ........................................................................................ 84 22 EMPLOYEE RETIREMENT BENEFITS OBLIGATIONS ........................................................................... 85 23 BORROWINGS .............................................................................................................................................. 87 24 CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES ................................................................ 88 25 PROVISIONS ................................................................................................................................................. 90 26 OTHER LONG-TERM LIABILITIES ........................................................................................................... 90 27 SUPPLIERS AND OTHER LIABILITIES ..................................................................................................... 90 28 OTHER SHORT-TERM LIABILITIES ......................................................................................................... 90 29 SALES 90 30 COST OF SALES ADMINISTRATIVE DISTRIBUTION EXPENSES ................................................... 91 31 OTHER OPERATING INCOME ................................................................................................................... 92 32 OTHER OPERATING EXPENSES ............................................................................................................... 92 33 OTHER FINANCIAL RESULTS ................................................................................................................... 92 34 FINANCIAL EXPENSES AND INCOME ...................................................................................................... 93
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 4 35 INCOME TAX ............................................................................................................................................... 94 36 EARNINGS PER SHARE .............................................................................................................................. 95 37 ANALYSIS OF TAX EFFECTS ON OTHER COMPREHENSIVE INCOME ............................................... 96 38 STAFF COSTS ............................................................................................................................................... 96 39 RELATED PARTIES TRANSACTIONS ....................................................................................................... 96 40 AUDITORS’ FEES ......................................................................................................................................... 98 41 CONTINGENT LIABILITIES ....................................................................................................................... 98 42 FAIR VALUE OF FINANCIAL INSTRUMENTS ....................................................................................... 101 43 RISK MANAGEMENT POLICIES .............................................................................................................. 103 44 STATEMENT OF FINANCIAL POSITION POST REPORTING DATE EVENTS .................................... 106 45 APPROVAL OF FINANCIAL STATEMENTS ............................................................................................ 107
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 5 ABBREVIATIONS As used in the Financial Statements unless otherwise mentioned: “Company», “MIGrefers to “MIG HOLDINGS S.A.” Grouprefers to MIG HOLDINGS S.A. and its subsidiaries “ΑΤΗΕΝΙΑΝ INVESTMENTS” refers to “ATHENIAN INVESTMENTS HOLDINGS S.A.” ATTICArefers to “ATTICA HOLDINGS S.A.” “MIG AVIATION HOLDINGS” refers to “MIG AVIATION HOLDINGS LTD” “MIG LEISURE” refers to “MIG LEISURE LTD” “MIG MEDIA (Under liquidation)” refers to “MIG MEDIA S.A. (Under liquidation)” “MIG SHIPPING” refers to “MIG SHIPPING S.A.” “RKB” refers to “JSC ROBNE KUCE BEOGRAD” “SINGULARLOGIC” refers to “SINGULARLOGIC S.A.” “VIVARTIA” refers to “VIVARTIA HOLDINGS S.A.” “IFRS” refers to International Financial Reporting Standards “CBL” refers to “Convertible Bond Loan”
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 6 A. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS We, the undersigned, hereby state according to article 4, paragraph 2, of Law 3556/2007, that to the best of our knowledge: (a) The attached Annual Financial Statements of the company “MIG HOLDINGS S.A.” for the year 2024 prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as well as of the undertakings included in the consolidation taken as a whole; and (b) The attached BoD Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face Athens, 27 February 2025 The designees The Chairman of the BoD The Chief Executive Officer The Member of the BoD Petros Katsoulas Georgios Efstratiadis Stavroula Markouli ID No: ΑΚ159881 ID No: ΑΡ076421 ID No: ΑΒ656863
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 7 B. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “MIG HOLDINGS S.A.” ON THE CONSOLIDATED AND CORPORATE FINANCIAL STATEMENTS FOR THE YEAR 2024 The current Annual Report of the Board of Directors pertains to the annual period which ended on 31/12/2024. The Report incorporates, inter alia, the explanatory report according to article 4, paragraphs 7-8, of Law 3556/2007 and the corporate governance statement, according to articles 152 and 153 of Law 4548/2018 in conjunction with article 14 of Law 5164/2024, articles 1-24 of Law 4706/2020 and the relevant circulars, decisions, remarks, clarifications and recommendations of the Hellenic Capital Market Commission. The current Report briefly describes the financial and non-financial information for the year 2024, the most significant events that took place (before and after the Financial Statements reporting date) and the prospects regarding the company MIG HOLDINGS S.A. (hereinafter “MIG”, “The Company”) as well as its subsidiaries. Moreover, it provides a description of the main risks and uncertainties the Group and the Company might be facing within 2025, and it includes reference to the most significant transactions that took place between the issuer and its related parties. 1. FINANCIAL DEVELOPMENTS AND PERFORMANCE DURING THE YEAR 2024 In the financial statements for the comparative period ended 31/12/2023, the results of ATTICA group and MIG SHIPPING for the period 01/01/2023 to 12/05/2023, are presented in the results of discontinued operations. 1.1 Consolidated Income Statement Sales: Sales amounted to € 8,739k compared to € 7, 868k in the respective last year period, increased by 11.1%, mainly due to the improvement of the sales of the subsidiary RKB. Gross profit: Gross profit amounted to € 5,348k compared to € 4,628k in the respective last year period, increased by 15.6%. Accordingly, the profit margin rose to 61.2% compared to 58.8% in the comparative period, representing an improvement of 2.4 percentage points. EBITDA: EBITDA amounted to € 1,300k compared to € 168k in the corresponding period last year, making a very significant improvement. Other Financial Results: Other financial results amounted to € 6,717k and include mainly profit in the amount of €5,751k arising from the modification/restructuring of the bank loans of the subsidiary RKB in accordance with IFRS 9 and profit in the amount of € 900k from the management of the company’s trading portfolio (equities and fixed income securities). The corresponding financial results of the comparative period amounted to € 16,991k and included mainly profit in the amount of € 16,178k arising from derecognition of the Company's loan obligations in the context of ATTICA disposal and profit of € 62 8k from the management of the company’s trading portfolio. Profits from fair value revaluation and profits from the sale of investment properties: The profits from the revaluation of the fair value of investment properties amounted to € 1,151k, of which € 371k originated from the Company’s investment property and € 780k from the investment properties of the subsidiary RKB. The gains from the sale of investment properties amounted to € 273k. The corresponding amounts for the comparative period amounted to € 105k and € 21k , which are included in “Other financial results” and are related to the investment properties of the subsidiary RKB. Financial Expenses: Financial expenses amounted to € 3, 181k compared to € 13,233k in the corresponding period last year. It is noted that an amount of € 9,579k from the total financial expenses of the comparative period relates to the Company's loan obligations until the completion date of the
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 8 transaction of the exchange of all the Company's bond loans with its total direct and indirect participating interest in ATTICA. Financial Income: Financial income amounted to € 2 48k compared to € 293k in the corresponding last year period. Income from dividends: Income from dividends amounted to € 185k compared to € 61k in the comparative period last year and pertains to dividends from the Company’s trading portfolio. Profit after tax from continuing operations: Consolidated profit after tax from continuing operations for the current period amounted to € 6,418k compared to a profit of € 3,997k in the corresponding period last year. Profit from Discontinued Operations: There is no suspended activity in the current period. The profit from discontinued operations for the comparative period, in particular for the period 01/01/2023-12/05/2023 (date of sale of the ATTICA group and the subsidiary MIG SHIPPING) amounted to € 99,338k and is analyzed in operating loss from the aforementioned subsidiaries’ operations amounting to € (7,465)k, profit from their sale amounting to € 116,011k (see note 8) and loss amounting to € (9,208)k from reclassification of other total expenses related to discontinued operations. Branches: As of 31/12/2024 and 31/12/2023, the Company and the Group didn’t have any branches. Research and Development: The Company and the Group don’t engage in research and development activities. 1.2 Consolidated Statement of Financial Position and Cash Flows Cash and cash equivalents and lending: The Group's cash and cash equivalents as of 31/12/2024 amounted to € 1,649k and are analyzed as follows: Financial Services € 856k and Real estate € 793k. The Group's loan obligations on 31/12/2024 amounted to € 84,445k compared to € 91,902k on 31/12/2023. The decrease in borrowing is mainly due to the repayment of loan obligation amounting to € 1.9 m and the gain from the completion of the restructuring of the subsidiary’s RKB bank borrowing. The restructuring of the loan obligations resulted in an accounting profit of €5.8 m recognized under the item Other financial results of the consolidated Income Statement. The loan obligations relate in their entirety to the subsidiary RKB. Total Equity: The Group’s total Equity as of 31/12/2024 amounted to € 12 8,486k compared to € 121,865k as of 31/12/2023. Net Cash Flows from Operating Activities (continuing and discontinued operations of the comparative period): Net operational flows from continuing operations amounted to € ( 1,550)k compared to € ( 3,175)k in the corresponding period last year. The above flows include interest payments of the subsidiary RKB which for the current period amounted to € 2,980k compared to € 3,126k in the relevant comparative period. The net operational flows of the discontinued operations during last year’s period amounted to € 16,292k . Cash Flows from Investing Activities (continuing and discontinued operations of the comparative period): Cash flows from investing activities related to continuing operations amounted to € (2,134)k and mainly include the purchase of an investment property by the Company for the amount of 3,039k and the sale of subsidiary’s RKB investment properties amounting to € 1,870k. Cash flows from investing activities related to continuing operations of the comparative period last year amounted to € (4,546)k and primarily related to the increase of the Company’s trading portfolio. Cash flows from investing activities related to discontinued operations in the comparative period amounted to € (80,953)k.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 9 Cash Flows from Financing Activities (continuing and discontinued operations of the comparative period): Cash flows from financing activities related to continuing operations amounted to € ( 2,068)k and primarily include the repayment of loan obligation of the subsidiary RKB amounting to € 1,890k, compared to € ( 170)k in the corresponding comparative period. Cash flows from financing activities related to discontinued operations in the comparative period amounted to € (23,468)k. 1.3 Financial Results per Operating Segment 1.3.1 Real Estate (RKB) Sales of RKB in 2024 amounted to € 8,558k compared to € 7, 868k in the corresponding period last year, recording an increase of 8.8%. The change is due to both the increase of the rented spaces and the increase in rents. Gross profit : The gross profit amounted to € 5,167k compared to € 4,628k in the corresponding last year period, recording an increase of 11.6%, while profit margin stood at 60.4% compared to 58.8% in the corresponding period last year, recording an improvement of 1.6 percentage points. The improvement is due to both increased sales and a decrease in the company's cost of sales. EBITDA amounted to € 4,025k compared to € 3,473k in the corresponding period last year, recording a 15.9% increase. The change is due to both an increase in the company's sales and a reduction in operating costs. Profit after tax amounted to € 7,740k compared to € 1 27k in the corresponding comparative period. It is to be noted that the results of the current year include a profit of € 5,751k resulting from the modification/restructuring of RKB’s bank borrowing in accordance with IFRS 9 and a profit from the fair value revaluation of investment property amounting to € 780k . The corresponding amount for the revaluation of investment properties for the comparative year was a gain of € 105k. Excluding the effect from the restructuring of the bank borrowing, the profit for the current year was set at € 1,989k, making a very significant improvement over the comparative period. 1.3.2 Financial Services Loss after tax in 2024 amounted to € 1,316k compared to profit of € 3,881k in the corresponding comparative period. The results for the current period include a profit from the management of the Company’s portfolio amounting to € 1,292k (with a n annual return of 18.4% on the equity portfolio and 15.2% on the fixed income portfolio), as well as a profit from the fair value revaluation of the Company’s investment property amounting to € 371k. In the corresponding comparative period is included a profit from the management of the Company’s portfolio amounting to € 874k, as well as a profit of € 16,178k resulting from the derecognition of the Company's loan obligations in the context of ATTICA's sale transaction and financial expenses amounting to € 9,579k until the date of completion of the transaction. The profit from the sale of ATTICA is presented in the results of the discontinued operation (see note 8). 2. VALUE GENERATIONS AND PERFORMANCE MEASUREMENT FACTORS In the context of implementing the Guidelines on “Alternative Performance Measures” of the European Securities and Markets Authority (ESMA/2015/1415el) effective as from July 3 rd 2016 in respect of Alternative Performance Measures (APMs) The Group uses Alternative Performance Measures (APMs) in the context of decision making regarding financial, operational and strategic planning as well as for the evaluation and publication of its performance. APMs facilitate better understanding of financial and operating results of the
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 10 Group and its financial position. APMs should always be taken into account in conjunction with the financial results recorded under IFRSs and should under no circumstances replace them. EBITDA (Earnings Before Interest Taxes Depreciation & Amortization) - The ratio adds total depreciation of tangible assets and amortization of intangible assets to consolidated earnings before taxes. The higher the ratio, the more efficiently the entity operates. EBITDA Margin (%): EBITDA Margin (%) divides the basic earnings before interest, taxes, depreciation, and amortization by the total turnover. EBIT (Earnings Before Interest & Taxes): EBIT calculated as EBITDA less depreciation of tangible assets and amortization of intangible assets. EBIT Margin (%): EBIT Margin divides EBIT by the total turnover. 31/12/2024 31/12/2023 Amounts in € thous. Financial Services Real Estate Other Total from continuing operations Financial Services Real Estate Other Total from continuing operations Revenues (a) 181 8,558 - 8,739 - 7,868 - 7,868 Operating profit/(loss) -ΕΒΙΤ (b) (2,968) 3,999 (6) 1,025 (3,552) 3,448 (11) (115) EBIT margin (%) [(b)/(a)] - 46.7% - 11.7% - 43.8% - -1.5% Depreciation charges 249 26 - 275 258 25 - 283 Earnings before interest, taxes, depreciation and amortization - EBITDA (c) (2,719) 4,025 (6) 1,300 (3,294) 3,473 (11) 168 EBITDA margin (%) [(c)/(a)] - 47.0% - 14.9% - 44.1% - 2.1% 3. MOST SIGNIFICANT EVENTS DURING 2024 3.1 Financial Services MIG On 26/01/2024 the Company acquired offices of a total useful floor area of 1,128 sq.m. in a commercial property at 10, Stadiou and Omirou Street in Athens. The purchase price plus taxes and expenses amounted to € 3.0 m and was covered by the Company's own funds. The offices are leased under a long-term lease agreement. On 28/11/2024 MIG announced that the ordinary tax audit for the fiscal years 2018 and 2019 was completed without any tax burden for the Company. On 23/12/2024 MIG announced that the Board of Directors of the Company has decided, pursuant to the authority granted to it by the decision of the Extraordinary General Meeting of the Company’s shareholders dated 03/03/2023, in accordance with the article 113 of Law 4548/2018, to specify the terms of the plan for granting stock options (“Options”) to Members of the Board of Directors (excluding Independent Non-Executive Members) and executives of the Company, including persons who provide services to it on a permanent basis (“Plan”), and to grant for the current year a total of 82,975 Options, corresponding to equal number of shares (i.e. 0.265% of the paid-up share capital) of the Company to 5 beneficiaries, in partial implementation of the Plan.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 11 3.2 Real Estate RKB In June 2024, the restructuring of RKB's bank borrowing of total nominal amount of € 88.3 m was completed. With the restructuring, an extension of the repayment period of RKB’s bank loans until 2032, as well as a reduction of financial expenses were achieved. In September 2024, the sale of a plot land situated at Nis, Serbia, was completed for an amount of € 320k (book value € 170.5k). In December 2024, the subsidiary company RKB completed the disposal of an investment property against a consideration of € 1, 550k (book value € 1, 427k). 3.3 Other MIG MEDIA The liquidation of the subsidiary MIG MEDIA was completed on 22/03/2024. 4. EVENTS AFTER THE END OF THE REPORTING PERIOD There are no events posterior to the Financial Statements, regarding either the Group or the Company, which may require reference by IFRS. 5. PROSPECTS DEVELOPMENTS FOR FY 2025 In 2024 the Group reported a positive result from its operations. Specifically, RKB subsidiary in Serbia showed an improvement in all its financial figures for another year, including an 8.8% increase in sales (€ 8,558 k compared to € 7,868 k in 2023), an 15.9% increase in EBITDA (€ 4,025k compared to € 3,473 k in 2023), and a profit before tax of € 7,740 k compared to € 127k in the prior year. At the same time, through the capitalization of part of the MIG receivable in combination with the achieved profitability, RKB's equity was strengthened by € 58 m. The Company's results were characterised by significant profitability resulting from the management of its funds, as the total return on invested capital in shares and bonds amounted to 17.4%. The equity portfolio showed a return of 18.4% and the fixed income portfolio a return of 15.2%. In addition, the Company's investment in office space continues to offer a satisfactory yield, and the property valuation resulted in a positive valuation gain of € 371 k. The outlook for 2025 by activity is broken down as follows : RKB. The subsidiary in Serbia is expected to continue to improve its financial performance both in terms of sales and EBITDA. At the same time, the expected further decline in interest rates will have a positive effect on the reduction of financial expenses on the future valuation of the investment portfolio. RKB's policy will focus on the implementation of the following objectives: - Increase in leased spaces. - Extension of the new commercial policy, which foresees a gradual increase in rents during the lease term for all new leases, as well as for the renewals of existing leases. - Continued effective management of operating costs. - Improvement in property yield as a consequence of the above. - Maintaining satisfactory liquidity for the financing of new investment projects and repayment of financial expenses.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 12 - Continuation of selective real estate liquidation and redirection of the related funds to repayment of loans and financing of the investment plan. MIG. The Company will continue to manage its funds effectively through targeted investments in equities and fixed income securities. The outlook for the Greek stock market remains positive due to the improvement in the country's macroeconomic fundamentals and the expected positive results of the listed companies. At the same time, we expect that the implementation of business deals in combination with the listing of new companies in the Athens Stock Exchange (ATHEX) will stimulate both Greek and international interest in the Greek Capital Market. The Company intends to pursue a flexible investment policy, always taking into account exogenous factors such as international geopolitical instability and the uncertainty of the economic policy that the new American government will follow and the effects that it will likely have on the international economy. At the same time, the Company will continue to actively manage the investment in RKB through targeted interventions on commercial agreements, operating expenses, liquidity management, property sales and new investments. 6. RISK AND UNCERTAINTY FACTORS Each of MIG's investments is exposed to specific risks. The eventual occurrence of these risks for one or more investments may affect the overall value of MIG's portfolio, leading to a reassessment of the Group's strategic objectives. Τhe Company and the Group are exposed to risks pertaining to decrease in the real estate value, currencies, financing and interest rates, credit and liquidity. The Group reviews and assesses periodically its exposure to the risks cited above on a combined or on a case by case basis. The evaluation and assessment of the risks faced by the Company and the Group are conducted by the Management. The main aim is to monitor and assess all the risks to which the Company and Group are exposed through their business and investment activities. As at December 31, 2024, the Group has not identified any significant risks caused by climate change related issues that could have a negative and material impact on the Group's financial statements. Management continuously assesses the impact of climate change related issues. The Group uses several financial instruments and pursues specialized strategies to limit its exposure to changes in the values of investments that may result from market volatility, including changes in prevailing interest rates and currency exchange rates. 6.1 Changes in real estate values (price risk) The Group is exposed to price risk due to changes in the real estate values and the rents. A negative change in both the portfolio’s real estate fair value and the rental income affects the Group's financial position and, more specifically, its assets and profitability. Factors affecting the value of real estate include, among others, the geographical location and commerciality of the property and the general business activity of the area in which each property is located. The Group's investment properties are generally located in prime commercial locations and areas. It is to be noted that the properties in the portfolio are periodically valued by an independent certified appraiser. Regarding the risk of a decrease in rental prices due to market conditions, the Group enters into long- term lease contracts which include annual rent adjustments based on the Consumer Price Index, while periodic incremental increases are foreseen usually every two years.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 13 6.2 Currency Risk Euro is the Group’s functional currency. The Group operates in foreign countries and, therefore, is exposed to currency risk. This type of risk mainly arises from current or future cash flows in foreign currency. The largest percentage of MIG’s and the Group’s revenues and expenses are Euro denominated. Likewise, the largest percentage of the Company’s investments is denominated in Euro. The Group’s investment in the Serbian RKB is not exposed to significant FX risk since the majority of its assets (investment properties) are denominated in Euro and the major part of the inflows associated with these assets is also in Euro. On 31/12/2024, out of the Group’s total assets and liabilities, € 9 73k and € 670k respectively were held in foreign currency. A change in exchange rates by +/-10% would result in an amount of € +/ - 30k recognized before tax in the consolidated Income Statement and an amount of € +/- € 30k recognized in equity. 6.3 Financing and Interest rate Risk Changes in the international macroeconomic environment affect the course of interest rates. A potential increase in interest rates increases the debt service costs that the Group maintains its financing as well as its new terms. Bank borrowing is the main source of financing for Group’s investments. The borrowing rate consists of a margin plus a floating rate (EURIBOR), which depends directly on the level and changes in interest rates. This fact exposes the Group to cash flow risk in case of increase of the EURIBOR. The Group’s policy is to constantly monitor interest rate trends as well as the duration of its financial needs. As at 31/12/2024, assets and liabilities of € 1,649k and € 84,445k respectively were exposed to interest rate risk. A change in interest rates by +/- 1% would result in the recognition of -/+ € 859k in the consolidated Income Statement and in Equity. 6.4 Market Risk The Group's and the Company's risk with respect to financial instruments at fair value through profit or loss arises from possible adverse changes in the current prices of shares and other securities. On 31/12/2024, the assets exposed to market risk amounted to € 7,447k for the Group and the Company. A change of +/-10% in investments whose gains or losses from valuation are recognized in the income statement and cumulatively in equity, would result in a change of +/- 745k for the Group and the Company. 6.5 Credit Risk Credit risk is the potentially delayed payment to the Group and the Company of current and future receivables by counterparties. Aiming at minimizing credit risk and bad debts, the Group has set up the appropriate infrastructure and has adopted efficient monitoring procedures and policies per counterparty based on the counterparty’s credibility. The Group has set credit limits and specific terms of credit policy for all categories of its customers. As at 31/12/2024 there is no significant concentration of credit risk in trade and other receivables, for which sufficient impairment provisions have not been made. The Group performs transactions only with recognized financial institutions of adequate credit rating in order to minimize the credit risk in its available cash and cash equivalents.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 14 6.6 Liquidity Risk Prudent liquidity risk management implies cash adequacy as well as the existence and availability of necessary funding sources. The Group is managing its liquidity requirements on a daily basis through systematic monitoring of its short and long-term financial liabilities and through daily monitoring of the payments made. Furthermore, the Group is constantly monitoring the maturity of its receivables and payables, in order to maintain a balance between capital continuity and flexibility via its bank creditability. Maturity of financial liabilities as at 31/12/2024 and 31/12/2023 for the Group and the Company is analyzed as follows: THE GROUP 31/12/2024 31/12/2023 Amounts in € '000 Short-term Long-term Short-term Long-term Within 6 months 6 to 12 months 1 to 5 years More than 5 years Within 6 months 6 to 12 months 1 to 5 years More than 5 years Long-term borrowing 306 - 1,200 84,879 79 - 88,269 - Lease liabilities 42 16 112 - 82 78 33 - Trade payables 776 - - - 1,266 - - - Other short-term-long-term liabilities 4,673 - 226 - 4,708 - 144 - Total 5,797 16 1,538 84,879 6,135 78 88,446 - THE COMPANY 31/12/2024 31/12/2023 Amounts in € '000 Short-term Long-term Short-term Long-term Within 6 months 6 to 12 months 1 to 5 years More than 5 years Within 6 months 6 to 12 months 1 to 5 years More than 5 years Lease liabilities 33 7 34 - 75 78 33 - Other short and long-term liabilities 2,388 - - - 2,317 - - - Total 2,421 7 34 - 2,392 78 33 - The amounts in the table above reflect contractual non-discounted cash flows, which may differ from the carrying amount of liabilities at the reporting date. 6.7 Capital management policies and procedures The Group’s objective in terms of capital management is to ensure the Group’s ability to continue as a going concern and to increase the value of the Company and, consequently, create value for its shareholders through the value increase of its portfolio companies. The Group and the Company monitor their capital based on the leverage ratio. This ratio is calculated by dividing net debt by total capital employed. As at 31/12/2024, the leverage ratio for the Group and the Company stands at 39.19% and (0.64)% respectively (31/12/2023: 40.95% and (5.52)% respectively). 7. TRANSACTIONS WITH RELATED PARTIES All transactions with related parties are based on the principle of full competition. Please refer to Note 39 to the Financial Statements for details of these transactions.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 15 8. NON-FINANCIAL REPORTING The Company “MIG HOLDINGS S.A.”, with distinctive title MIG, is seated in Athens and operates as a holdings société anonyme in accordance with the Greek legislation and in particular under the provisions of Law 4548/2018 on société anonyme, as in force. It s shares are listed on the Athens Exchange. The Group also owns the subsidiary RKB, which is one of the largest real estate property management companies in Serbia. Business Model The Group's main scope is to focus on equity shareholdings and investments in Greece and the broader Southeastern European region. Its activity is focused on the following operating segments: Financial services (MIG, MIG AVIATION HOLDINGS, MIG LEISURE, ATHENIAN INVESTMENTS), Exploitation of Real Estate (RKB), Other [MIG MEDIA (Under liquidation), liquidated on 22/03/2024]. Sustainable development The Group has adopted the internationally recognized principles of corporate responsibility in its business operations and is characterized by a deep sense of responsibility towards society as a whole. The Group’s sustainable development is based on adopti on of responsible policies and practices in the conduct of their business operations. The factors related to environmental protection, positive impact on society and good governance constitute a set of criteria that the Group takes seriously into account and manages strategically, with a focus on generating long-term value. E - Environmental Issues Due to the nature of the Company's operations, it does not have, and is not expected to have a significant impact on the environment. The Company's subsidiary in Serbia operates in compliance with the applicable rules for environmental protection, taking into account the characteristics of the market in question. Energy consumption The Group systematically monitors energy consumption in its facilities and actively seeks opportunities to improve its energy efficiency where possible. Total energy consumption is presented in the tables below: Energy consumption 2024 2023 Annual electricity consumption (MWh) Greece 201.76 129.35 Serbia 21,736.89 21,770.11 Annual natural gas consumption (Nm³) Greece 0 0 Serbia 21,640 28,525 Annual oil consumption (lt) Greece 0 245.24 Serbia 4,212.48 11,903.5 In 2024, the total energy consumed within the Group was 79.9 TJ (Terajoule), showing a slight decrease compared to 2023 (80.43 TJ). The Company’s energy consumption shows an increase due to the purchase of an investment property at the beginning of 2024. Emissions
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 16 The Group systematically monitors the emissions arising from its operations. Emissions 2024 2023 Total direct emissions - Scope 1* (tn CO2e) Greece 0.30 0.66 Serbia 86.25 96.89 Total indirect emissions - Scope 2 (tn CO2e) Greece 100.63 68.73 Serbia 7,883.51 20,773.26 For the calculation of direct emissions (Scope 1), the Group's consumption resulting from stationary combustion (oil and natural gas) was used. The emission factors for the calculation of Scope 1 were taken from the GHG Protocol Stationary combustion tool and for the calculation of Scope 2 from AIB (2023). Total emissions (direct and indirect emissions) decreased by 61.46%% in 2024, from 20,939.54 tn CO2e in 2023 to 8,070.69 tn CO2e. The decrease is due to the green certificate that the subsidiary company RKB has obtained. Water consumption The Group monitors water consumption in its facilities in order to ensure proper management and avoid possible leaks. Water consumption 2024 2023 Consumption (m 3 ) Greece 249 256 Serbia 54,997 40,027 S Social and labour issues The Company uses its business ventures in order to contribute to generating value for the society in which it operates, placing particular emphasis on labour issues. The Group is committed to and applies modern methods of developping human resources, it recognises dedication and contribution of its people and provides on-going and systematic training programs, applying modern appraisal and reward systems to ensure that its employees can constatly develop and enhance their skills. It is the Group's priority to provide a modern working environment that respects human and labour rights, promotes trust, team spirit and efficiency. Moreover, the Group implements a Code of Ethics & Professional Conduct, which refers to the key principles and governs all its operations, based on the international best practices and current legal and regulatory obligations. The Group respects personal and professional life balance of its people and ensures that they are treated equally, with transparency in provisions of information, remuneration, benefits and respect for personal data and all their rights. Furthermore, the Group implements a strategy that respects human rights, prohibition of child labour, gives equal rights to men and women, national, religious and racial minorities and covers the legislation on occupational sanitation, safety and health. In the same context, it takes care to select collaborates that acknowledge and respect the same ethical values. Key human resources data In 2024, the Group headcount stood at 54 employees in Greece and Serbia. The majority of the employees are full-time and all the employees are covered by the national collective labour agreements in Greece and Serbia.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 17 Occupational health and safety The Group manages health and safety issues effectively addressing occupational risks and zero accidents, based on the principle of prevention and is in full compliance with the effective legislative framework in Greece and Serbia. No accidents were recorded in 2024. Society The Group is distinguished by a deep sense of responsibility towards society and people with special needs, through multiple activities and events, coordinated and supervised directly by the Management, thus underlining its sensitivity towards such issues. In this context, in 2024, the Company donated an elevator for people with mobility issues to the General Hospital of Attica KAT. G Governance The Company has drafted an Internal Regulation, which sets out the key principles, policies and procedures of corporate governance, including principles governing the Internal Audit System, in compliance with the applicable legislation and the regulatory provisions of the supervisory authorities. The Company's Internal Regulation is posted on the Company's website at www.migholdinsgssa.com. Relevant information is included in the Corporate Governance Statement (see note 9 of the current Report). Transparency and anti-corruption issues The Group has established a set of internal procedures, implemented at all levels, based on ethics, transparency and open procedures. The Group regards combating and eliminating corruption and bribery in all their forms as its priority. The Group has a Regulatory Compliance Policy & Procedure in place to ensure credibility, integrity and transparency of its activities to its shareholders and stakeholders. Personal data protection For the purposes of conducting its business activities, the Company processes personal data of natural persons (such as, but not limited to, collaborates, suppliers, shareholders, employees, prospective employees), in accordance with the applicable national legislation and the European Regulation 2016/679 on protection of natural persons with regard to personal data processing and free circulation of such data. Respect, effective protection and security of personal data is a commitment for the Company. Therefore, it takes appropriate measures to protect the personal data it processes and ensure that such data is always processed in accordance with the obligations imposed by the legal framework, both by the Company itself and the third parties that process personal data on its behalf. Non-financial Risks The Group has identified certain potential non-financial risks that require a concerted and collective effort to manage. Climate change risk: Climate change is considered to be one of the most important global issues with a significant adverse impact on the Group's operations, the environment and society as a whole. The Group closely monitors events, as well as international trends, and ensures that measures are taken to address both potential natural risks and transition risks in the countries in which it operates. Health and safety risk for employees: The health and safety of the employees working in the Group's facilities involves a certain risk as accidents and injuries may occur. For proper management, the Group systematically monitors safety parameters and takes all necessary measures to manage relevant issues.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 18 9. CORPORATE GOVERNANCE STATEMENT This corporate governance statement is included in the management report as a special component and has been drafted pursuant to current legislation, including Article 152, Law 4548/2018 combined with article 14 of Law 5164/2024, Articles 1-24, Law 4706/2020 and the relevant decisions, circulars, remarks, clarifications and recommendations of the Hellenic Capital Market Commission. Α. Adoption of Corporate Governance Code On 17/7/2021 the Company’s Board of Directors decided to adopt the Hellenic Corporate Governance Code (EKED) issued in June 2021 by the Hellenic Corporate Governance Council, which was recognized by the Hellenic Capital Market Commission as a competent National Authority for the issuance of a Code, in accordance with Article 17, Law 4706/2020 and Num. 2/905/3.3.2021 decision of the Hellenic Capital Market Commission’s BoD. EKED is posted on the Company's website www.migholdingssa.com. B. Reasoning behind the deviations from EKED’s Special Practices and clarifications. In case of deviations fr οm specific provisions of EKED (“Special Practices”) the “comply or explain” principle applies in accordance with the applicable law. The Company is hereby presenting substantiated explanations regarding the reasons for non-compliance with EKED’s Special Practices, according to the decisions of the Company's Board of Directors: 2.4.14. The contracts of the executive members of the Board of Directors provide that the Board of Directors may require the refund of all or part of the bonus awarded, due to breach of contractual terms or incorrect financial statements of previous years or generally based on incorrect financial data, used for the calculation of this bonus. The company assessed that no amendment of the contracts of the executive members of the Board of Directors is required, as the Company’s ability to recover any bonuses arises from the legal provisions and the approved Remuneration Policy of the BoD Members. 3.3.4 The Board of Directors collectively, as well as the Chair, the Chief Executive and the other members of the Board of Directors are evaluated annually for the effective fulfillment of their duties. At least every three years this evaluation shall be facilitated by an external consultant. 3.3.5 The evaluation process shall be chaired by the Chair in cooperation with the nomination committee. The Board of Directors also evaluates the performance of its Chair, a process which is chaired by the nomination committee. 3.3.12 The Board of Directors, under the guidance of the nomination committee, shall ensure the annual evaluation of the performance of the Chief Executive. The results of the evaluation should be communicated to the Chief Executive and taken into account in determining his or her variable remuneration. The Company decided not to adopt para. 3.3.4 and other relevant paragraphs of EKED to the extent they provide for or refer to an individual evaluation of BoD members and evaluations by an external consultant. The Board is self-evaluated as a body by all its members, on annual basis, in accordance with Circular 60 of the Hellenic Capital Market Commission and the provisions of the Company's Suitability Policy. Given the current small size of the Company’s Board of Directors, additional individual evaluation of the BoD Members was not deemed necessary.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 19 2.4.13. The maturity of the options is set at a period of no less than three (3) years from the date of their grant to the executive members of the Board of Directors. Taking into account the terms of the option plan (in particular the purpose and the possibility to grant options once or in stages), as well as practical reasons, it was considered justified to treat the beneficiaries in a uniform manner with regard to the immediate maturity of the small number of options granted for the year 2024. Clarifications are provided below regarding the exact way of implementation of EKED’s Special Practice No. 9.1: 9.1 The Board of Directors shall identify the stakeholders that are important to the company, depending on its characteristics and strategy, and to understand their collective interests and how they interact with its strategy. The Company clarifies its creditors and employees are obviously considered as stakeholders important to it. The interaction of their interests with the Company's strategy is regulated by Law and individual contracts. C. Key features of the Internal Control and Risk Management Systems of the Company As Internal Control System is defined the set of internal control mechanisms and procedures, including risk management, internal audit and compliance, which continuously covers every activity of the Company and contributes to its safe and effective operation. The Internal Control System (ICS) aims, inter alia, at ensuring completeness and reliability of the data and information required for the accurate and timely determination of the financial conditions and the preparation of reliable financial and non-financial statements in accordance with Article 151, Law 4548/2018. The Company adopts and implements a Corporate Governance System (CGS) in accordance with Articles 1 to 24 of Law 4706/2020, taking into account the size, nature, scope and complexity of its activities. According to Article 4 para. 1 of Law 4706/2020, the first evaluation of the CGS adopted and implemented by the Company was completed in February 2025 with a reporting period from 17/07/2021 to 31/12/2024 and covered in particular the following areas: a) an adequate and effective Internal Control System, including risk management and compliance systems, b) adequate and effective procedures for preventing, identifying and suppressing conflicts of interest, c) adequate and effective communication mechanisms with shareholders in order to facilitate the exercise of their rights and active dialogue with them (shareholder engagement),d) remuneration policy, which contributes to the business strategy, long-term interests and sustainability of the Company, taking into account the size, nature, scope and complexity of its activities According to the decision of the Board of Directors dated 31/10/2024, the evaluation was carried out by competent bodies within the Company, namely the Internal Audit Unit (assisted in its work by the Compliance Unit) which prepared an Evaluation Report addressed to the Audit Committee and the Board of Directors of the Company. The conclusion of the evaluation is that based on the audit performed, no finding was identified that could be considered as a material weakness in the Company's CGS in accordance with the applicable legal and regulatory framework. The CGS implemented by the Company is analytically disclosed in the Company's Internal Regulations and the separate operating regulations, policies and procedures, posted on the Company's website www.migholdingssa.com. The following information is briefly disclosed below:
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 20 Internal Audit Internal Audit is an independent unit whose officers are appointed by the Company’s Board of Directors. Internal Audit’s operation reports to the Board of Directors through the Audit Committee, which is empowered to monitor and evaluate its operation. The objective of Internal Audit Unit is to evaluate the adequacy and efficiency of the existing ICS of the Company. Every fiscal year, the Internal Audit Unit submits the Annual Audit Plan to the Audit Committee for approval. The said plan is prepared upon previous assessment of the potential risks and their classification based on their significance. The duties and responsibilities of the Internal Audit Unit include, indicatively, the following: o Monitor, review and assess: a) the implementation of the Internal Regulations and the Internal Control System, in particular in respect of adequacy and soundness of the financial and non-financial information provided, risk management, compliance and corporate governance code adopted by the Company; b) the financial reporting quality assurance mechanisms; c) the corporate governance mechanisms; and d) the compliance with the commitments included in the Company’s prospectuses and business plans regarding the use of proceeds raised from regulated market. o Prepare reports to the audited units regarding the findings and respective risks and recommend improvement actions, if any. The reports include the views of the audited units, the agreed upon actions or acceptance of the risk of not taking actions, limitations on the scope of audit (if any), final internal audit recommendations and results of the audited units’ response to its recommendations. o Monitor the extent of implementation of the agreed upon corrective actions arising from the audit reports. o Submit reports to the Audit Committee at least every three (3) months, including the most significant issues and recommendations, regarding the abovementioned issues. o Participate, with an advising role, in the process of developing new procedures aimed at establishing adequate and effective control mechanisms. The Company’s Internal Audit Unit is in regular contact with the external auditors and the respective departments of the subsidiaries and is updated on the audit reports or any findings, in order to ensure that the Audit Committee will be immediately informed of significant matters pertaining to the operation of the Group companies. Risk Management Risk Management is one of the key elements of the Company's ICS. In this context, the operation of an independent Risk Management Unit is foreseen, accountable to and supervised by the Audit Committee in terms of adequacy and effectiveness of its operations. The fulfilment of the responsibilities of the Risk Management Unit may be assigned to an external consultant. Moreover, the Company has adopted, following a relevant decision of the Board of Directors, a Risk Management Policy which defines the fundamental principles of risk management and the role of the Risk Management Unit within the Company. The Risk Management Policy ensures: periodic risk assessment of the most significant risk bearing events related to its business activity and operation,
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 21 effective risk response to the identified risks, once it has evaluated the costs and benefits brought about by every alternative way of response, effective risk monitoring, that a risk register is kept aiming at identification, analysis, control, management and monitoring of all kinds of risk involved in the Company’s operation , that risk management is an important part of the decision-making process. In the context of implementation of the Risk Management Policy, the Company takes into account: the nature and origin of the addressed risks, the extent of accepted risk exposure (risk appetite), the likelihood of the above risks, the impact of the risks on the Company's activities. The Company assesses potential risks (at least) on an annual basis according to their origin (endogenous exogenous) and type (strategic, financial, operational risks, risks relating to compliance and financial reporting). Risk assessment is performed both on a Company and on a Group level. The Company has established adequate mechanisms for checking and monitoring the condition and value of its investments assets, in order to assess and manage the risks relating to the preparation of financial statements. In this context, there are specific procedures implemented in a series of accounting and financial operations such as asset impairment tests, reconciliation of bank and cash accounts, reconciliation of receivables liabilities etc. Moreover, the Group utilizes various financial instruments or implements specialized strategies to limit its exposure to financial risk factors such as financing and interest-rate risks, market risk, fuel price risk, liquidity risk and currency risk. The Risk Management Unit prepares a report to the Audit Committee on an annual basis, which includes, indicatively: The outcome of the risk assessment and effectiveness of the risk management measures, with emphasis on significant risks, The progress of actions relating to the relevant action plans regarding the risk response. The Audit Committee receives and reviews the annual report and informs the Board of Directors accordingly. Compliance The Company has adopted a Compliance Policy, whose implementation effectively contributes to monitoring and controlling compliance with the applicable regulatory and legal provisions and the established sound compliance practices. This Policy aims at: Defining roles and responsibilities for compliance issues. Defining the key operating principles of the Compliance Unit in the framework of the overall Internal Control System. Defining the key principles of effective monitoring and management of compliance risks. Establishing the mechanisms for monitoring constant compliance with the applicable regulatory and legal framework.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 22 The responsibilities of the Compliance Unit have been undertaken by the Company’s Legal Department, directly accountable to the Audit Committee or/and the Board of Directors if deemed necessary. The main responsibilities of the Compliance Unit, indicatively, include: Monitoring the regulatory and legislative framework and identifying new and/or modified obligations (in collaboration with the Company's separate Departments/Units), Identifying areas of compliance at risk and proposing appropriate remedial action plans necessary to address them, Providing ongoing support to the Board of Directors and the Management regarding Compliance issues, Providing guidelines to all stakeholders on the implementation of the Compliance Policy, Establishing and implementation appropriate and updated policies and procedures, after evaluating the complexity and nature of the Company's operations, through coordination of actions and provision of instructions to the involved parties, in order to achieve timely compliance with the applicable regulations and legal framework, Submitting reports to the Audit Committee annually and whenever requested, Drafting an annual compliance plan, Communicating with the competent supervisory and other Authorities, if required, regarding issues of Compliance within its responsibilities, Supporting the Human Resources Department in implementing appropriate training programs, on issues of Compliance. In the context of its operations, the Compliance Unit: cooperates with the Internal Audit Unit and the Risk Management Unit, has access to all the information and documents necessary to carry out its tasks, informs the Audit Committee or directly the Board of Directors on the issues within its competence. In the context of its responsibilities, the Compliance Unit (with the assistance of the Company’s competent Departments/Units if necessary) constantly monitors regulatory developments that may affect the compliance obligations. At the same time, the competent Departments/Units periodically inform it about any relevant development in the regulatory and legislative framework, regarding the Company’s obligations. It is noted that the competent Departments/Units shall inform the Compliance Unit about any identified deviations as well as proposals for improving policies and procedures within the scope of their responsibilities. D. Composition and Operation of the Company’s administrative, management and supervising bodies and committees. The Company’s organizational structure is recorded in its Organization Chart, incorporated in the Company’s Internal Regulations, posted on the Company's website, including the scope and the operation of the Company’s corporate bodies. 1. General Meeting The General Meeting is the Company’s supreme body, convoked by the Board of Directors and is empowered to decide on any matter concerning the Company. Its lawfully adopted decisions are binding on absent or dissenting shareholders as well. The General Meeting is competent to decide on issues regulated by article 117 of Law 4548/2018. According to article 119 of Law 4548/2018, the General Meeting must be convened at the registered seat of the Company or in the district of another municipality within the district of the registered seat
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 23 or at another municipality coterminous with the municipality of the seat or at another municipality provided for in the Articles of Association, at least once every financial year within the time limit provided for by the legislation in force from time to time. The General Meeting may also be held at the district of the municipality, where the seat of the Athens Stock Exchange is located. The Board of Directors may resolve that the General Meeting will convene in full with the participation of the shareholders remotely by electronic means, by determining the relevant procedure in the Notice to the General Meeting according to legislation, as in force from time to time. The Board of Directors may resolve that any shareholder may participate in the General Meeting remotely by audiovisual or other electronic means, without their physical presence in the place of the meeting, as well as in the voting on items on the agenda of the General Meeting remotely by mail or by electronic means before the meeting in accordance with legislation, as in force from time to time. The Board of Directors ensures that the preparation and holding of the General Meeting will facilitate the effective exercise of the rights of the shareholders, who must be fully informed on all matters relating to their participation at the General Meeting, including the items on the agenda and their own rights at the General Meeting. The Chairman or, as the case may be, the Vice-Chairman of the Board, the Chief Executive Officer or the General Manager, the Chairmen of BoD Committees and the Internal Audit Officer and the statutory auditor attend the General Meeting of the shareholders in order to provide information and update in matters of their competence brought to discussion, as well as to respond to any queries or provide clarifications requested by the shareholders. The General Meeting of shareholders is presided over temporarily by the Chairman of the Board of Directors or, if he is prevented from attending, by the Vice-Chairman or, if he is also prevented from attending, by the eldest of the BoD members present at the Meeting. A person appointed by the Chairman acts temporarily as Secretary. The convocation, the constitution and the operation of the General Meeting, including the remote participation of the shareholders at the General Meeting, take place in accordance with the provisions of the applicable law (specifically articles 116 et seq. of Law 4548/2018, as in force each time) and the provisions of the Company’s Articles of Association. Each share affords all rights provided in the Law and the Articles of Association of the Company, as specifically provided in the explanatory report of the Board of Directors, which is compiled pursuant to article 4 paragraphs 7 and 8 of Law 3556/2007 and is being incorporated in the report of the Board of Directors. The minority rights of the shareholders are exercised according to article 141 of Law 4548/2018, as in force. Pursuant to article 121 para. 4 (a) (aa) of Law 4548/2018, the invitation of the General Meeting of the Company’s shareholders includes, inter ali a, information at least on the rights of the shareholders provided in paragraphs 2, 3, 6 and 7 of article 141, with reference to the time period during which each right may be exercised, or alternatively, the concluding date until which the specific rights may be exercised. More detailed information with regard to the specific rights and the terms of their exercise will be available with explicit reference to the invitation to the Company’s website. 2. Board of Directors The Board of Directors manages and represents the Company and is competent to decide on all matters pertaining to the administration of the Company, the management of its assets and the general pursuit of its business objectives, except from those assigned exclusively to the General Meeting. Detailed information on the composition, constitution, responsibilities and operation of the Board of Directors
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 24 are described in the Company's Articles of Association and the Internal Regulations of the Board of Directors, which are posted on the Company's website. According to the Articles of Association, the Company is managed by a Board of Directors consisting of five (5) at least to fifteen (15) members. Immediately upon its election, the Board of Directors meets for the purpose of being constituted in body, appointing a Chairman, up to two Vice Chairmen and the Chief Executive Officer or the Chief Executive Officers, and possibly one or more Deputy Chief Executive Officers. According to the decision of the Annual General Meeting of the Company’s Shareholders dated 22/06/2022 which re-elected the same Members of the Board of Directors, and the decision of the Board of Directors dated 22/06/2022 regarding the constitution of the Board of Directors, the current composition of the Board of Directors is as follows: 1. Petros Katsoulas Chairman of the Board, Independent Non-Executive Member, 2. Georgios Efstratiadis Chief Executive Officer, Executive Member, 3. Stavroula Markouli Executive Member, 4. Loukas Papazoglou Non-Executive Member, 5. Konstantinos Galiatsos Independent, Non-Executive Member 6. Stefanos Capsaskis Independent, Non-Executive Member, 7. Efstratios Chatzigiannis - Independent, Non-Executive Member Ms Anastasia Paraskevopoulou has been appointed as Secretary of the Board of Directors and corporate secretary, in replacement of Mr Fotios Karatzenis with effect from 01/04/2024 . In its decision as of 01/06/2022, following the relative recommendation of the Nomination and Remuneration Committee, the Board of Directors ascertained the following: - The above Members of the Board of Directors meet the criteria of individual and collective properness. - The independent Non-Executive Members of the Board of Directors, Messrs Petros Katsoulas, Konstantinos Galiatsos, Stefanos Capsaskis and Efstratios Chatzigiannis, continue meeting the criteria and conditions of independence provided by Article 9, Law 4706/2020. - There are no obstacles or incompatibilities with respect to the Members of the Board of Directors and its composition includes a sufficient representation percentage per gender, as defined in Article 3 of Law 4706/2020 and the approved Suitability Policy of the Members of the Board of Directors. Further to a relevant recommendation of the Nomination and Remuneration Committee, on the basis of data and documents collected for this purpose, including official statements of the Independent Non-Executive Members regarding the absence of dependence relationships, on 27/02/2025 the Board of Directors established that the prerequisites for independence of Article 9, Law 4706/2020 continue to be met by the aforementioned non-executive members of the Board of Directors, appointed as independent members by the General Meeting of the Company’s shareholders. The term of the Board of Directors, pursuant to article 16 paragraph 2 of the Company’s Articles of Association, cannot exceed six (6) years and is automatically extended until the expiration of the time limit within which the next annual General Meeting must meet and until a relevant decision is made. The term of the current Board of Directors was determined by virtue of the decision of the Annual General Meeting dated 22/06/2022 at 3 years, automatically extended until the expiry of the period within which the next Annual General Meeting must be convened and until the relevant decision is taken.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 25 The members of the Board of Directors can be re-elected or re-appointed and can be freely revoked. Non-shareholders may also be appointed as BoD Members. The Board of Directors is in quorum and is validly convened when half plus one of the Directors are present or duly represented, provided that the number of the Directors who are present is never less than three (3). For the calculation of the number of quorum any resulting fraction is omitted. A Director who is impeded from attending may be represented only by another Director. Each Director may represent only one absent Director. In such case, he/she has two (2) votes. The decisions of the Board of Directors are taken by absolute majority of the present and represented Members, except from the cases of article 5, paragraph 2 of the Articles of Association. In case of parity of votes, the vote of the Chairman of the Board of Directors shall prevail. The discussions and resolutions of the Board of Directors are recorded in minutes kept in a special book signed by the Directors present at the meeting. Any dissenting Director may request that his or her opinion be recorded in summary in the relevant minutes. The Board of Directors is allowed, in accordance with the relevant provisions, to hold a meeting by teleconference. In this case the invitation to the members of the Board of Directors includes the required information and technical guidance with regard to their participation in the meeting. The Board of Directors may delegate the powers of management and representation of the Company and the internal audit to one or more persons according to article 87 of Law 4548/2018. Subject to specific authorizations for the execution of specific acts, the Company is represented in accordance with the decisions of the Board of Directors dated 22/06/2022, 25/04/2024 and 31/10/2024. For the more effective supervision of the operation and administration of the Company, the General Meeting and the Board of Directors have constituted committees, which are consisted of members of the Board of Directors, the powers and way of operation of which are regulated by the Company’s Internal Regulations and the Corporate Governance Code and are briefly presented below. The Annual General Meeting held on 25/04/2024 approved total gross remuneration amounting to € 370,000.00, paid to the BoD members on an annual basis (i.e. from 01/01/2024 to 31/12/2024 and during the period from the Annual General Meeting of 14/06/2023 to 25/04/2024. Furthermore, the General Meeting approved the advance payment of gross remuneration up to the maximum total amount of € 460,000.00 on an annual basis until the next annual General Meeting, which is to be held in 2025. The Remuneration Report of the members of the Board of Directors will be submitted to the Annual General Meeting of the shareholders, to be held in 2025. The Report will include data on the remuneration paid within 2024, according to Article 112, Law 4548/2018 and the Company's Remuneration Policy. The Remuneration Policy remains available on the Company's website for at least as long as it is valid, while Remuneration Reports are posted in accordance with the Law on the Company's website ( www.migholdingssa.com) for a period of at least ten (10) years. In 2024, the Board of Directors held 11 meetings and in 5 cases adopted resolutions without holding a meeting in accordance with the provisions of Para. 1, Article 94, Law 4548/2018. The Members of the Board of Directors participated in all the meetings that took place during 2024 as follows:
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 26 Name Way of participation in meetings In person By Proxy Physically present Via video/tele- conference Petros Katsoulas 11/11 - - Georgios Efstratiadis 11/11 - - Stavroula Markouli 10/11 1/11 - Loukas Papazoglou 5/11 6/11 - Konstantinos Galiatsos 11/11 - - Stefanos Capsaskis 7/11 3/11 1/11 Efstratios Chatzigiannis 9/11 1/11 1/11 Analytical CVs Analytical CVs of the Members of the current Board of Directors as well as the Company’s key executives are presented below as follows: Petros Katsoulas, Chairman Independent Non-Executive Member of the BoD Mr. Katsoulas is a graduate of the Department of Computer Science of the University of Crete (1988) and holds a M.Sc. degree in Software Engineering and an MBA degree (Masters in Business Administration) from Aston University, Birmingham, UK (1990 and 1993 respectively). He started his professional career in July 1993 in the investment banking department of Barclays Bank (BZW) in Athens, where he was occupied until October 1996. From October 1996 to December 1997 he worked at BZW in London in the field of investment banking. In 1998, he started working in the stock analysis department of the investment banking sector of Credit Suisse Bank in London, where from 2001 to 2008 he was in charge of analyzing shares of European telecommunications companies and from 2008 until 2010 in charge of analyzing Greek companies. In May 2010, he started working at the NBG Securities (a subsidiary of the National Bank of Greece) as Head of trading and sale of shares for institutional investors and since July 2011 - as the CEO of the NBG Securities. In August 2013, he started working at Eurobank as General Manager of the Group Strategy and member of the Executive Committee. Mr. Katsoulas worked as an Investment Director at Elikonos Capital A.I.F.M. from 2015 to 2024. Georgios Efstratiadis, Chief Executive Officer Executive Member of the BoD Mr. Efstratiadis studied Economics at the AUEB and received a postgraduate degree specializing in finance and investment from the University of Exeter (England). He started his career at Ergasias Bank as a financial analyst, credit executive and later as the General Manager of the investment subsidiary Proodos Hellenic Investments. In 1998 he started working at MARFIN group as Head of the fund management department and later as the CEO of Marfin Global Asset Management S.A. From 2006 to 2007 he was the Managing Director of Marfin Bank, while from 2007 to 2010 he held the position of MIG General Manager. In 2010 he was appointed Deputy CEO of Olympic Air where he remained until 2012. In the period from 2011 to 2016 he also undertook the position of Chairman and CEO of the ground handling company SKYSERV (former OLYMPIC HANDLING S.A.). He is also the Chairman and CEO of Athenian Investments (former Athenian Engineering) while he has been also Deputy Chairman of HYGEIA Private Hospital. Mr. Efstratiadis has been a member of the Board of Directors of several companies for a number of years, such as Attica Group, Delta, Goody’s, Singular Logic, Barba Stathis. He was also a member of the audit committees of Hygeia (Chairman), Singular Logic (Chairman), Attica Group, Vivartia and MIG. He is a member of the Economic Chamber of Greece.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 27 Stavroula Markouli, Director of Accounting and Finance Executive Member of the BoD Ms. Markouli graduated from Athens University of Economics and Business (AUEB) and is specialized in Accounting. From 1986 to 2000 she worked as Head of accounting in various Greek companies, operating in the sectors of transportations and industrial products. In 2000, she started working in MARFIN group as Head of the accounting department of MARFIN Securities. From 2003 to September 2007, she worked as Head of the accounting department of INVESTMENT BANK OF GREECE. From October 2007 to February 2020, she was the Head of the accounting department of MIG and from March 2020 - Director of Finance department. Occasionally, she has served as a Member of the Board of Directors in MIG Group companies. Loukas Papazoglou, Non-Executive Member of the BoD Loukas Papazoglou is a business consultant and holds extensive experience in international and Greek companies. He has served as Special Secretary for Privatization, Chairman of Athens International Airport, Project Manager and member of the Board of Directors at the Aegean Motorway and Olympia Odos as a representative of the shareholder (HTC), CEO at APIVITA S.A. He graduated from the department of Business Administration at AUEB and holds a postgraduate degree (MSc) in International Banking and Finance from the University of Reading. Konstantinos Galiatsos, Independent Non-Executive Member of the BoD Konstantinos Galiatsos holds multiannual professional experience in various departments of the financial sector. For several years, he worked as an executive in a systemic Greek bank and was a Deputy Chairman and General Manager of a Portfolio Investment Societe Anonyme, listed on Athens Stock Exchange. He was also Chairman & CEO of the National Fund for Entrepreneurship and Development (ETEAN). He was a lecturer at the University of the Aegean, at the Athens University of Economics and Business, at the National Technical University of Athens, at the Hellenic Open University as well as at numerous professional seminars. For several years he was the Head of the Educational Program of the Hellenic Banking Institute of the Hellenic Banking Association. He is the author of several books and articles published in scientific journals. Stefanos Capsaskis, Independent Non-Executive Member of the BoD Stefanos C. Capsaskis holds M.Eng. and Ph.D. degrees in Chemical Engineering from the University of Cambridge. He has been working in the field of venture capital since 1999, first at Commercial Capital Group as Director-Investments until 2003, then as Partner at 7L Capital Advisors until 2021 and since 2024 is a Partner at Corallia Ventures TT A.K.E.S. Additionally, since 2017 he has been teaching relevant courses at the University of Cambridge (UK). Prior to 1999, he served as Senior Manager of the London Branch of Ergobank. He was a non-executive director of Probank from 2003 to 2011 and (since 2012) is a member of the Board of the Foundation for Economic & Industrial Research (IOBE). Efstratios Chatzigiannis, Independent Non-Executive Member of the BoD Mr. Stratos Hatzigiannis has over 30 years of professional experience. Since 2014 he has been a member of the Advisory Board of Landbay, a pioneer in P2PO fintech industry. He is also a consultant to start-ups and medium-sized enterprises, already operating in the field of technology, providing advice on corporate governance structures, financial management and development strategies. He began his career in 1979 at KPMG London where he specialized as a Certified Auditor (ACA 1983). Until 1996, Mr. Hatzigiannis focused on the financial and construction sector, gaining experience in project management and capital markets. In 1997 he was appointed Head of Capital Markets at NBGI London. Furthermore, he was the President of NBG FINANCE PLC. He was elected President and Vice President of the Hellenic Bankers Association UK for 3 consecutive terms. He holds a degree in Economics (Industry and Trade) and a postgraduate degree in Accounting and Finance from the London School of Economics.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 28 It follows from the above statement that the current composition of the Board of Directors reflects the knowledge, skills and experience its members are required to possess in order to exercise their duties, in accordance with the Suitability Policy of the Board of Directors, the Company’s business model and strategy. The Secretary of the Board of Directors - Corporate Secretary Ms. Anastasia Paraskevopoulou holds a degree and Master's degree in Private Law from the Law Department of the Law School of the National Kapodistrian University of Athens. She has been working at MIG Group as a member of the Legal Department since 2006, providing legal services in relation to a number of corporate transactions and events, transformations, acquisitions and transfers, drafting of corporate documents, internal regulations and procedures in the context of the development of the Company's internal control system, legal cases of the Group's companies, etc. As of 01/04/2024 she has been appointed as Secretary of the Board of Directors - Corporate Secretary and Compliance Officer of the Company and as of 01/11/2024 she has been appointed as Head of Legal Department. External professional commitments The table, presented below, records the professional commitments of the Company’s Members of the Board of Directors outside MIG Group, as disclosed to the Company: FULL NAME CORPORATE NAME PROFESSIONAL COMMITMENT Petros Katsoulas RAYMETRICS S.A. Deputy Chairman of the BoD KORRES S.A. Member of the BoD AUSTRIACARD HOLDINGS A.G. Chairman of Supervisory Board EMKA HOLDINGS S.A. Chairman of Supervisory Board Loukas Papazoglou ATTICA HOLDINGS S.A. Vice-Chairman Independent Non-Executive Member of the BoD NOVAL PROPERTY Independent Non-Executive Member of the BoD AKTOR ETE Non-Executive Member of the BoD MNAC ADVISORY Sole Partner and Administrator LKP ADVISORY AND DEVELOPMENT PARTNERS SINGLE MEMBER PRIVATE COMPANY Sole Partner and Administrator PANVISION PRIVATE COMPANY Legal Representative OUT OF THE BLUE PRIVATE COMPANY Legal Representative Stefanos Capsaskis CORALLIA VENTURES TT AKES Partner Efstratios Chatzigiannis ATTICA HOLDINGS S.A. Independent Non-Executive Member of the BoD PRM EP LTD Member of the BoD ILA POTHECARY LTD Member of the BoD IOS1 SINGLE MEMBER PRIVATE COMPANY Sole Partner and Administrator The following table presents the number of the Company’s shares held by each member of the Board of Directors:
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 29 NAME/SURNAME NUMBER OF SHARES (31/12/2024) NUMBER OF SHARES (24/2/2025) Petros Katsoulas 50,000 50,000 Georgios Efstratiadis 4,000 4,000 Stavroula Markouli - - Lukas Papazoglou - - Stefanos Capsaskis - - Konstantinos Galiatsos - - Efstratios Chatzigiannis - - BoD Members’ Properness Policy BoD Members’ Properness Policy is governed by the principle of transparency and aims to facilitate high professional quality of the BoD members selected through impartiality and non-discrimination, in order to ensure the effective operation of the Company based on the overall strategy and its medium/long-term business objectives, and the fulfillment of the BoD’s role in promoting the corporate interests. The Company monitors the effectiveness of the BoD Members’ Properness Policy and evaluates it at regular intervals or when deemed necessary. The Board of Directors is in charge of monitoring the implementation the Suitability Policy, assisted by the Compan y’s Nomination & Remuneration Committee, when appropriate. The BoD approves the amendments to the Properness Policy based on relevant recommendations of the Nomination & Remuneration Committee. If deemed substantial, the amendments are submitted for approval to the General Meeting of Shareholders, in compliance with Article 3, para. 3, Law 4706/2020. The Company has put in place a Succession Plan for its Board Members in order that the management of the Company’s affairs and the decision making process are smoothly continued in the event of resignation of a BoD Member. BoD Members’ Properness Policy is posted on the Company's website ( www.migholdingssa.com). Diversity policy Aiming at the enhancement of its development and competitiveness, the Company considers the increased diversity in its Board of Directors as a basic element for the achievement of the strategic targets of MIG Group, taking especially into consideration the various sectors where the individual subsidiary companies operate. In particular, the diversity of education, professional experience and origin among the members of the Board of Directors facilitates the understanding of business organization and business affairs and renders objective and constructive the exchange of opinions and the examination of the issues from different perspectives, for the taking of successful decisions. In contrast, inefficient diversity could lead to one-dimensional approaches and limited exchange of opinions, fewer ideas and challenges during BoD meetings and perhaps to less effective supervision of the Board of Directors or the executive members. The Company encourages diversity of the BoD members and key executives without discrimination in relation to nationality, race, language, religious or political beliefs, age, etc. Furthermore, the Company encourages equal treatment and provision of equal opportunities irrespective of gender in accordance with the applicable legislation, in order to ensure adequate representation per gender (at least 25%, rounding any fraction to the previous digit).
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 30 The Company will take all necessary organizational measures to comply with the obligations of the new Law 5178/2025 regarding gender balance in executive positions within the foreseen transitional period of adjustment. 3. Audit Committee The main objective of the Audit Committee is to assist the Board of Directors exercising its supervisory duties, ensuring the transparency of corporate activities and fulfilling the obligations and responsibilities towards its shareholders and the supervising authorities. Therefore, the Audit Committee reports to the Company’s Board of Directors. The Committee meets at least every three months or whenever considered necessary. The role of the Audit Committee includes, inter alia, the following: updating the Company’s Board of Directors about the result of the statutory audit and explaining the way the audit contributes to the integrity of the financial information and the role of the Committee during this procedure; monitoring the statutory audit of the separate and consolidated financial statements, monitoring the procedure of the preparation of financial reporting and submitting recommendations or proposals to ensure its integrity; monitoring the effectiveness of the Internal Control System (ICS); evaluating and approving the annual audit plan of the Internal Audit Unit; evaluating the methods used by the Company to identify, monitor and address the risks through the Internal Control System and the Risk Management Unit, reviewing and monitoring the independence of the statutory auditors and, in particular, their suitability for the provision of non-audit services to the Company in accordance with the applicable legislation; submitting proposals to the Company’s Board of Directors regarding the appointment of statutory auditors. The Committee informs the Board of Directors about its areas of responsibility and findings in accordance with the legislation, the Company's and the Committee’s Internal Regulations, which has been approved by the Board of Directors and can be amended by the Board of Directors following Committee’s recommendations. On quarterly basis, the Committee submits to the Board of Directors all the minutes of its meetings, further attached to the minutes of the Board of Directors meetings. According to the Committe e’s Operating Regulations, the Audit Committee consists of at least three (3) Members, whose majority (i.e. at least 2 members) are Independent, within the meaning of Article 9, Law 4706/2020. The members of the Audit Committee are appointed by the General Meeting of the Company's shareholders, in accordance with the applicable legislation. The Audit Committee’s Operating Regulations are posted on the Company's website. The most important issues the Committee addressed during 2024 were the following: Tax audit for fiscal year 2023, conducted by the audit firm Grant Thornton under the provisions of Article 65A of the Code of Tax Procedure (Law 4174/2013). Draft of Key Audit Matters (KAMs) of the auditor’s report for 202 3 of Grant Thornton audit firm. Annual statutory auditor’s report of Grant Thornton on the separate and consolidated financial statements for fiscal year 2023. Approval of the annual statutory audit plan by the audit firm Deloitte for 2024, key risk areas and time schedule. Statutory auditor’s review report of Deloitte on the interim separate and consolidated financial statements for fiscal year 2024.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 31 Audits and findings of the Company’s Internal Audit Unit s of the Company and of the subsidiary RKB in Serbia . Informatory Memoranda to the Board of Directors for the review of the annual separate and consolidated financial statements for 2023 and the interim separate and consolidated financial statements for 2024. Preparation of the annual report of the Committee’s activities for 202 3 addressed to the Annual General Meeting of Shareholders held on 25/04/2024. Granting consent to the provision of non-audit services by Grant Thornton. Approval of the annual audit plans of the Internal Audit Units of MIG and RKB for 2024 and 2025. Actions of the Company to comply with the legislative framework on corporate governance, such as the process of assessing the adequacy of the Corporate Governance System. Recommendation to the Board of Directors or approval of adapted-modified Regulations / Policies / Procedures. Risk Management and Compliance Issues. It is noted that, in 2025, in order to complete the review and evaluation of the financial reporting procedures for fiscal year 2024, the Committee held one (1) meeting with the statutory auditors. While exercising its duties, the Audit Committee had full access to all the information necessary to effectively perform its work. In accordance with the decisions of the General Meeting of Shareholders dated 22/6/2022 (regarding the announcement of election of Audit Committee members) and of the Audit Committee dated 22/06/2022 (regarding its constitution), the composition of the Audit Committee is the following: a) Stefanos Capsaskis, Independent Non-Executive BoD, Chairman, b) Efstratios Chatzigiannis, Independent Non-Executive BoD Member, and c) Konstantinos Galiatsos, Independent Non-Executive BoD Member, Members. All new Members of the Audit Committee have sufficient knowledge in the segments in which the Company operates, as they have been serving as Members of the Company’s Board of Directors for a long time. Furthermore, at least one of the Members, namely Mr. Efstratios Chatzigiannis, has sufficient knowledge in accountancy. In 2024, the Audit Committee held 9 meetings and adopted 6 written resolutions by circularization meeting. All the Members of the Committee participated in all the meetings and/or in any other decision-making procedures during their term of office. 4. Nomination & Remuneration Committee The Company’s Nomination and Remuneration Committee was established in 2004 and for reasons of continuity it retained its name in accordance with the decision of the Board of Directors dated 30/06/2021, by virtue of which the responsibilities of the remuneration Committee under Article 11, Law 4706/2020 and those of the nomination Committee under Article 12, Law 4706/2020 (effective from 17/07/2021) were delegated to it. The Nomination & Remuneration Committee assists the Board of Directors in staff nomination, in particular composition of the Board of Directors and the Audit Committee, remuneration of the BoD members, nomination and remuneration of the Company's executives, and in the implementation of the approved Remuneration Policy, in compliance with the applicable legislative and regulatory framework, including the provisions of Articles 10-12, Law 4706/2020 and Articles 109 et seq., Law 4548/2018.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 32 The Committee’s main objective is: Α.1 Nomination of candidates Ensuring the existence of effective and transparent procedures for nominating potential BoD members, Identification and recommendation to the BoD of suitable candidates to become BoD members, Assistance in ensuring that the composition and structure of the Company’s BoD corresponds to the size, business characteristics, nature, scope and complexity of the Company's operations. Α.2 Remuneration procedures Submission of proposals to the BoD regarding the content of the Remuneration Policy which is submitted for approval by the General Meeting, in accordance with Par. 2, Article 110, Law 4548/2018 and assistance to the BoD to monitor its implementation, Submission of proposals to the BoD regarding the remuneration and other benefits of the persons falling within the scope of the Remuneration Policy, in accordance with Article 110, Law 4548/2018 and regarding the remuneration of the key executives, especially the Head of the Internal Audit Unit, Review of the information included in the final draft of the annual remuneration report, providing its opinion to the BoD before the report is submitted to the General Meeting, in accordance with Article 112, Law 4548/2018. The Committee consists of three (3) members, elected among the non-executive members of the Board of Directors. At least two (2) of its members are independent non-executive BoD members. The BoD can appoint all the members of the Committee from its independent non-executive members. The Chairman of the Committee is elected by its members at the first meeting held once the Committee has been established and is an independent non-executive member of the Board of Directors. The Committee meets at least once a year and extraordinarily, whenever the Chairman of the Committee or any of its members consider it necessary. The Committee’s responsibilities and the relevant procedures performed in order to meet its objective are disclosed in the Committee’s Operating Regulations, approved by the Board of Directors and amended by it following the Committee’s recommendations. The Operating Regulations of the Nomination & Remuneration Committee are posted on the Company's website. Following decisions dated 22/06/2022 of the Board of Directors (regarding the election of the Committee Members) and the Nomination & Remuneration Committee (regarding its constitution), the composition of the Nomination & Remuneration Committee is as follows: 1. Konstantinos Galiatsos, Chairman, Independent Non-Executive Member of the BoD, 2. Stefanos C apsaskis, Independent Non-Executive Member of the BoD, and 3. Loukas Papazoglou, Non-Executive Member of the BoD. The issues addressed by the Committee during 2024 were as follows: Annual evaluation of the Board of Directors and Committees Recommendation to the Board of Directors regarding the fulfillment of the independence criteria of Article 9 of Law 4706/2020 of the Independent Non-Executive Members of the Company’s Board of Directors. Briefing on the activities of the fiscal year 2023. Remuneration Report for the corporate year 2023. Recommendation about the maximum amount of remuneration of Board members. Recommendations to the Board of Directors regarding the allocation of advance payment of
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 33 remuneration to executive and to non-executive members of the Board of Directors until the next Annual General Meeting, in accordance with Article 109 of Law 4548/2018. Recommendation regarding the readjustment of the remuneration of an Executive of the Company. Recommendation to the Board of Directors for the approval of the Company's updated internal regulations. Specification of the terms of the Company's Stock Option Plan. Determination of beneficiaries and allocation of rights During 2024, the Committee held 1 meeting, while on 5 occasions it adopted written resolutions without holding a meetings. All Members of the Committee participated in all of these decision- making processes. Evaluation of the Board of Directors and the Committees The Board of Directors and the Audit and Nomination & Remuneration Committees perform self- evaluation of their activities and effectiveness on annual basis. The Board of Directors can be evaluated by third parties as well. After the completion of the evaluations, the results are presented to the Board of Directors where recommendations are made and relevant decisions are taken in order to improve the operation of the BoD and the Committees, wherever necessary. The results of the evaluation of the Board of Directors and the Committees for 2024, which is the fourth performed after the entry into force of Law 4706/2020 on corporate governance, they were presented to the Board of Directors at its meeting held on 27/02/2025 and were particularly satisfactory. Last, in accordance with a special practice of the EKED, the Non-Executive Members of the Board of Directors met 22/02/2024 and on 27/02/2025 and discussed about the performance of the Executive Members during 2023 and 2024, respectively. Policies that ensure provision of adequate information of the Board of Directors to facilitate decision-making regarding Related Party Transactions The Company has put in place and implements a Framework for the Management of Related Party Transactions, which records the general policy and procedures, regulating the Company's transactions with related parties. Among other things, it is provided that every business unit that handles and processes each potential transaction shall gather sufficient information about the counterparty and the proposed terms of the transaction in order that it is assessed whether the intended transaction shall be treated according to the policy regarding related party transactions. Thereafter, the Board of Directors shall be adequately informed in view of the decision-making in accordance with the effective legislation (Articles 99 et seq., Law 4548/2018 in particular). Sustainable Development Policy The sustainable development of the Company is based on adopting responsible policies and practices in the course of its business operations. The factors, related to environmental protection, positive impact on society and sound governance constitute the criteria, which the Company takes seriously and manages strategically, driven by long-term value generation. The Company’s Sustainable Development Policy is incorporated in its Internal Regulations, posted on the Company's website ( www.migholdingssa.com).
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 34 Information under Article 152, Par. 1(d), Law 4548/2018 The information as provided in Article 152, Para. 1(d), Law 4548/2018 is included in the explanatory report of the Board of Directors, compiled according to Article 4, Paras. 7 and 8, Law 3556/2007 and is incorporated in the Board of Directors report. Statutory Auditors Auditing Firm: Deloitte Certified Public Accountants S.A. I.C.P.A. Reg. No: E120 Statutory Auditor: Apostolos Kokkinellis I.C.P.A. Reg. No: 44621 10. INFORMATION AND EXPLANATORY REPORT ON THE ARTICLE 4 (7) & (8) OF THE LAW 3556/2007 This explanatory report of the Board of Directors of the Company is submitted to the Annual General Meeting of its shareholders and is incorporated into the Report of the Board of Directors pursuant to article 4 para. (7) and (8) of the Law 3556/2007. 10.1 Structure of the Company’s share capital On 31/12/2024 the share capital of the company amounted to € 12,526,810.00 fully paid, divided into 31,317,025 ordinary registered shares of a nominal value of € 0. 40 each. The Company’s shares are listed for trading on the Main Market of Athens Exchange. Each share confers all rights as provided by law and by the company’s Articles of Association, among which: a right to receive the profits and the proceeds of the liquidation of the Company (article 37 para. 3 L. 4548/2018); a pre-emption right at each share capital increase of the Company not involving contribution in kind and at each convertible bond loan issue (article 26 L. 4548/2018); a right to participate in a General Meeting, whereas each share confers a right to one vote (articles 124 & 37 para. 3 L. 4548/2018); a right to obtain a copy of the financial statements and reports of the auditors and the Board of Directors of the Company 10 days prior to the annual general meeting (article 123 para. 1 L. 4548/2018). 10.2 Restrictions on the transfer of the Company’s shares The transfer of the Company’s shares is effective in accordance with the Law and there are no restrictions on their transfer pursuant to the Company’s Articles of Association, considering that they are intangible shares listed on ATHEX. 10.3 Significant direct or indirect holdings for the purpose of the Law 3556/2007 According to the notifications received by the Company from the shareholders - holders of voting rights pursuant to the Law 3556/2007, the shareholders who directly or indirectly held more than 5% of the total voting rights of the Company are the following:
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 35 Shareholder Percentage on voting rights based on the latest notification received from the shareholder until 31/12/2024 Current percentage on voting rights PIRAEUS FINANCIAL HOLDINGS S.A.(Through its controlled entity “PIRAEUS BANK S.A.”) 87.79% 87.79% 10.4 Shares conferring special control rights As per article 19 of the Company’s Articles of Association, a right to appoint one (1) member in the Company’s Board of Directors pursuant to formerly effective provisions of article 18 para. (3), (4) and (5) of the Law 2190/1920 (currently replaced by article 79 of L. 4548/2018) is conferred to Messrs (a) Theodoros Kaloudis, the son of Antonios, and (b) Athanassios Panagoulias, the son of Theodoros, and to each acting separately, provided that each of them owns shares of the Company representing at least 5% of the entire share capital. Messrs Theodoros Kaloudis and Athanassios Panagoulias may even appoint themselves. In case any of the above shareholders exercises this right, the General Meeting shall limit its respective power to the election of the remaining members of the Board. The aforementioned article originates fro m the articles of association of “COMM GROUP S.A.” which merged through absorption of “Maritime and Financial Investment Holdings S.A.” and “Marfin Classic S.A.” on 08/03/2004. Regarding the above, it is hereby noted that neither of the aforementioned persons held a percentage equal or more than 5% of the share capital of the Company on 31/12/2024. 10.5 Restrictions on voting rights No restrictions or deadlines are imposed by its Articles on exercising of the voting rights deriving from the Company’s shares. 10.6 Shareholders’ agreements in the Company The Company is not aware of any agreements between its shareholders which might result in restrictions on the transfer of the Company’s shares or in the exercise of the voting rights conferred by its shares. 10.7 Rules on appointment and replacement of the Board members and amendment of Articles of Association Besides the above mentioned in the relevant section of the Corporate Governance Statement, regarding the appointment and replacement of the members of the Board of Directors of the Company and the amendment of the provisions of the Articles of Association, the provisions of L. 4548/2018 apply. 10.8 Competency of the Board of Directors in respect to the issuance of new shares or buy- back programs Α) The Board of Directors may issue new shares according to the provisions of L. 4548/2018 and especially articles 24 (Extraordinary capital increase) and 71 para. 4 (Convertible Bond Loan). The Company’s Re -iterative Extraordinary General Meeting of Shareholders that took place on 03/03/2023 upon postponement resolved to establish a stock option plan for the members of the Board of Directors (with the exemption of independent non-executive members, according to article 9 para. 2 a of Law 4706/2020) and personnel of the Company, including persons providing their services to the Company on a regular basis. The rights will refer to new common voting registered shares to result from a share capital increase of the Company. The total nominal value of the shares to be issued
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 36 in case of exercise of the entirety of stock options will not exceed the amount of six hundred twenty five thousand two hundred euros (€ 625,200.00). Pursuant to article 35 para. 2 of Law 4548/2018, the exercise price was determined as equal to the nominal value of the shares resulting following the completion of the reverse split and the share capital reduction resolved by the same General Meeting, i.e. forty cents (€ 0.40). The duration of the plan was determined at five years. Moreover, it resolved to authorize the Board of Directors to determine, upon a recommendation of the Nomination and Remuneration Committee, the beneficiaries of the plan within the above mentioned limits and the one-off or gradual attribution of stock options to them; specify (and the amendment throughout the duration of the plan) the other terms of the plan; and regulate any other relevant issue throughout the duration of the plan within the framework of the resolution of the General Meeting and pursuant to current legislation. Pursuant to the authorization granted by the General Meeting and in accordance with article 113 of Law 4548/2018, the Board of Directors of the Company decided to specify the terms of the plan and to grant for the current year a total of 82,975 stock options, corresponding to equal number of shares (i.e. 0.265% of the paid-up share capital) of the Company to 5 beneficiaries, in partial implementation of the plan. According to the terms of the plan, the determination of the list of beneficiaries of the plan within the circle of persons designated by the General Meeting and the vesting of a certain number of options to each of them is made in whole or in parts during the plan, by one or more decisions of the Board of Directors, following a relevant recommendation by the Nomination and Remuneration Committee. Furthermore, each beneficiary has the right, but not the obligation, to exercise in whole or in part their options within the first ten days of the months of March, June, September and December of each year. The exercise of the options is subject to the condition that the beneficiary maintains at the time of exercise the capacity of Member of the Board of Directors or the employment or salaried mandate relationship with the Company or continues the provision of services to it on a permanent basis. The beneficiary is obliged to retain 50% of the shares resulting from the exercise of his options for a minimum period of six (6) months from the date of listing of these shares for trading on the Athens Exchange. The Board of Directors is competent by law to issue stock option certificates, issue and deliver shares to the beneficiaries who exercised their options, certify the payment of any share capital increase and amend the Articles of Association at least quarterly. Furthermore, by a decision of the Annual General Meeting of the Company's shareholders held on 14/06/2023, the Board of Directors was authorized, for a three-year period after adoption of the relevant decision, to increase the Company's share capital in part or in whole through issuance of new shares, by amounts not exceeding triple the paid-up share capital amounting to € 12,526,810.00 on the date of General Meeting, in accordance with article 24 para. 1 of Law 4548/2018. This authorization to the Board of Directors may be renewed by the General Meeting for periods which cannot exceed five (5) years at a time, entering into effect upon expiry of each five-year period. B) During the current period, no share buy-back program is in effect. 10.9 Important agreements that are to come into effect, to be amended or expire in case of change of control following a tender offer There are no important agreements which will come into effect, be amended or expire in case of change of control following a tender offer. 10.10 Agreements with members of the Board of Directors or personnel of the Company There are no agreements of the Company with members of its Board of Directors or its personnel that provide for a payment of compensation, especially, in case of resignation or unfair dismissal or in case of termination of their term or employment following a tender offer.
ANNUAL FINANCIAL REPORT 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 37 It is hereby noted that by resolutions of the Annual General Meetings of the Company’s Shareholders dated 15/06/2017 and 25/08/2018, the Company’s employees’ pension plan was approved with a minimum duration of 10 years. Athens, February 27, 2025 As and on behalf of the Board of Directors Georgios Efstratiadis The Chief Executive Officer
Deloitte Certified Public Accountants S.A. 3a Fragkokklisias & Granikou str. Marousi Athens GR 151-25 Greece Tel: +30 210 6781 100 www.deloitte.gr Page 38 TRUE TRANSLATION FROM THE ORIGINAL IN THE GREEK LANGUAGE C. I NDEPENDENT AUDITOR’S REPORT To the Shareholders of MIG Holdings S.A. Report on the Audit of the Separate and Consolidated Financial Statements Opinion We have audited the separate and consolidated financial statements of MIG Holdings S.A. (the Company), which comprise the separate and consolidated Statement of Financial Position as at 31 December 2024, and the separate and consolidated statement of income, statements of comprehensive income, changes in equity and cash flows for the year then ended and the notes to the financial statements, including material accounting policy information. In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of MIG Holdings S.A. and its subsidiaries (the Group) as at 31 December 2024, their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs), as endorsed by the European Union. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) as they have been 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 have been independent of the Company and the Group during the whole period of 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 in Greece, relevant to the audit of the separate and consolidated financial statements. We have fulfilled our ethical requirements in accordance with the applicable legislation and the abovementioned Code of Ethics. 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 current year. These matters and the assessed risks of material misstatements were addressed in the context of our 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.
Key audit matters How our audit addressed the Key audit matters Fair value measurement of investment property (on a corporate and consolidated basis) As described in note 4.4 of the separate and consolidated financial statements, the Company and the Group measure investment properties at fair value in accordance with the principles of International Accounting Standard 40. The fair value of investment properties for the Company and the Group as at 31 December 2024 amounted to €3.4 million and € 207.1 million respectively (31 December 2023 amounted to € 204.1 million for the Group), while the fair value revaluation gains on the aforementioned investment properties recognised in the Statement of Comprehensive Income for the Company and the Group for the year 2024 amounted to € 371 thousand and € 1.2 million respectively (for the year 2023 to €105 thousand for the Group). The Company's Management exercises critical judgment and significant estimates for the valuation of the investment properties which are inherently subjective. The Company's Management uses independent certified valuers who exercised judgment and applied assumptions to carry out the valuation of the investment properties as at 31 December 2024. We have identified the valuation of investment properties as a key audit matter due to the large number of investment properties and the complexity and significance of the judgments and estimates applied by Management in valuing the Group's and the Company's investment properties and their sensitivity to changes. The evaluation of the above judgement and estimates requires significant audit effort and the support of our firm's valuation specialists. The most significant judgments and estimates used, which required significant audit effort and the support from our firm’s valuation specialists, included the following: Assumptions regarding rental income from future leases. Estimates for vacant leases. Estimates of the discount rate used in the discounted cash flows. Judgment about the weight given between the discounted cashflows method and the market comparable method or amortised replacement cost method or residual method. The Company's and the Group's disclosures on the accounting policies and the judgments and estimates used for the valuation of the investment properties are included in notes 4.4, 6 and 14 of the company and consolidated financial statements. Based on our risk assessment and following a risk- based approach, we have evaluated Management's policy and methodology for valuing investment properties and performed the following audit procedures, among others: We assessed the design and implementation and tested the operating effectiveness of relevant controls over the significant estimates, data, the calculations and the methodologies used. We assessed the design and implementation and tested the operating effectiveness of relevant controls over the significant estimates, data, the calculations and the methodologies used. We agreed the value of all investment properties included in the separate and consolidated financial statements to the valuation reports prepared by the independent certified valuers as at 31 December 2024. We agreed the value of all investment properties included in the separate and consolidated financial statements to the valuation reports prepared by the independent certified valuers as at 31 December 2024. We assessed the independent certified valuer’s independence, qualifications, expertise as well as their objectivity. We assessed on a sample basis completeness and accuracy of the data used for the identification of fair value - which were provided by management to the certified real estate appraisers, including agreement with leases and purchase contracts. We reviewed, with the support of our experts, the appropriateness and reasonableness of key assumptions (such as rental income, estimates of vacant leases, the discount rate, the exit yields and the judgements around the weighting factor given between the valuation methods). We verified the arithmetic accuracy of certain calculations performed by the independent certified valuers in the context of their valuations. We assessed the accuracy and completeness of the disclosures in the relevant notes to the Company and consolidated financial statements including the appropriateness of the assumptions disclosed.
Other Matter The financial statements of the Company for the year ended 31 December 2023 were audited by another auditor who expressed an unmodified opinion on those statements on February 26, 2024. Other Information Management is responsible for the other information. The other information, included in the Annual Report prepared in accordance with Law 3556/2007, comprises the Board of Directors’ Report, referred to in the section “Report on Other Legal and Regulatory Requirements”and the Statement by the Members of the Board of Directors, but does not include the separate and consolidated financial statements and our auditor’s report thereon. Our opinion on the separate and consolidated financial statements does not cover the other information and we will 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 in 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 endorsed by the European Union, and for such internal control as Management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the separate and consolidated financial statements, Management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern 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 (article 44 of Law 4449/2017) of the Company is responsible for overseeing the Company’s and 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 these have been incorporated into 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 these have been incorporated into Greek legislation, we exercise professional judgment and maintain professional scepticism 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 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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to impair our independence, and where applicable, related safeguards applied. 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 current year and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements 1. Board of Directors’ Report Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report which also includes the Corporate Governance Statement, according to the provisions of paragraph 1, sub paragraphs aa),ab) and b) of article 154G of Law 4548/2018, we note the following: a) The Board of Directors’ report includes the Corporate Governance Statement which provides the information required by article 152 of Law 4548/2018. b) In our opinion, the Board of Directors’ report has been prepared in accordance with the applicable legal requirements of articles 150 and 153 of Law 4548/2018 and its content is consistent with the accompanying separate and consolidated financial statements for the year ended 31 December 2024. c) Based on the knowledge we obtained during our audit of the Company and the Group and its environment, we have not identified any material inconsistencies in the Board of Directors’ Report. 2. Additional Report to the Audit Committee Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the additional report to the Audit Committee of the Company referred to in Article 11 of the European Union (EU) Regulation 537/2014. 3. Non-audit Services We have not provided to the Company and the Group any prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014. The allowable non-audit services provided to the Company and the Group by Deloitte Certified Public Accountants S.A., which is a member firm of Deloitte Touche Tohmatsu Limited (“DTTL”), during the year ended 31 December 2024 are disclosed in Note 40 to the accompanying separate and consolidated financial statements respectively. 4. Appointment We were first appointed as statutory auditors by the general assembly of the shareholders of the Company on 25 April 2024. 5. Internal Regulation The Company retains an Internal Regulation according to the provisions of article 14 of Law 4706/2020. 6. Assurance Report on European Single Electronic Format reporting Subject Matter We have undertaken the reasonable assurance work to examine the digital archives of MIG Holdings S.A. (the Company or/and the Group), which has been prepared in accordance with the European Single Electronic Format (ESEF), Including the separate and consolidated financial statements of the Company and the Group for the year ended 31 December 2024, in XHTML format, as well as the envisaged XBRL file (213800Q5O2WIDKF6SZ42- 2024-12-31-el.zip) with the appropriate tagging on the above consolidated financial statements, including the notes to the financial statements(the Subject Matter), in order to conclude whether they been prepared in accordance with the requirements set out in the section Applicable Criteria. Applicable Criteria The Applicable Criteria for the European Single Electronic Format (ESEF) are laid down in European Commission Delegated Regulation (EU) 2019/815, as amended by Regulation (EU) 2020/1989 (the ESEF Regulation) and 2020/C 379/01 European Commission interpretative communication of 10 November 2020, as provide by Law 3556/2007 and the related announcements of the Securities and Exchange Commission and the Athens Stock Exchange. In summary, these criteria provide, inter alia, that: Annual financial reports should be prepared in XHTML format. With respect to the consolidated financial statements prepared in accordance with International Financial Reporting Standards, financial information included in the consolidated Statement of Financial Position,, Income statement, total comprehensive income, statement of changes in equity and statement of cash flows as well as financial information included in the notes to these financial statements shall be tagged with XBRL mark-up (“XBRL tags” and “block tags”) in accordance with ESEF Taxonomy, as currently in force. The technical specifications of ESEF, including the related taxonomy, are included in ESEF Regulatory Technical Standards. Responsibilities of the administration and those responsible for governance
Management is responsible for the preparation and submission of these separate and consolidated financial statements of the Company and the Group for the year ended 31 December 2024, 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 free from material misstatement, whether due to fraud or error. Αuditor’s responsibilities Our responsibility is to issue this report in relation to the assessment of the Subject Matter, based on the work performed, as described below in the section Scope of work performed. Our work has been conducted in accordance with International Standard on Assurance Engagements 3000 (revised) “Assurance engagements other than audits or review of historical financial information (“ISAE 3000”). ISAE 3000 requires that we plan and perform our work in order to obtain reasonable assurance to assess the Subject Matter in accordance with the Applicable Criteria. In the course of the assurance engagement, we assess the risk of material misstatement in the information relating to the Subject Matter. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our reasonable assurance opinion, as set out in this report. Professional Ethics and Quality Management We have been independent of the Company and the Group during the whole period of our assignment and have comply with the requirements of of the Code of Conduct for professional Auditors of the Board of International standards of Conduct for Auditors (Code of Ethics), the ethical and independence requirements of Law 4449/2017 and Regulation (EU) 537/2014. Our auditing firm implements the International Quality Management Standard (ISQM) 1 ‘Quality Management for companies that perform audits or reviews of financial statements or other assurance or related service assignments’ and therefore maintains an integrated quality management system that includes documented policies and procedures related to compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Scope of work performed The assurance work performed, is limited to the items included in the ESEF Guidelines and has been performed in accordance with Decision No 214/4/11-02-2022 of the Board of Hellenic Accounting and Auditing Oversight Board (HAASOB) and the “Guidelines in connection with the procedures and the assurance report of the certified auditors on the ESEF reported of Issuers with trading securities on a regulated market in Greece” dated 14/02/2022, as issued by the Institute of Certified Public Accountants, in order to obtain reasonable assurance about whether the separate and consolidated financial statements of the Company and the Group, prepared by Management in accordance with ESEF, comply in all material respects with the Applicable Criteria. Inherent limitations Our work covered the items mentioned in the section "Scope of work performed" in order to obtain reasonable assurance based on the procedures described. In this context, the work performed could not provide an absolute assurance that all matters that could be considered as material weaknesses are revealed.
Deloitte Certified Public Accountants S.A. 3a Fragkokklisias & Granikou str. Marousi Athens GR 151-25 Greece Tel: +30 210 6781 100 www.deloitte.gr Conclusion On the basis of the work performed and the evidence obtained, we conclude that the separate and consolidated financial statements of the Company and the Group, for the year ended 31 December 2024, in XHTML format as well as the envisaged XBRL file (213800Q5O2WIDKF6SZ42-2024-12-31-el.zip) with the appropriate tagging on these consolidated financial statements, including the notes, are prepared in all material respects in accordance with the Applicable Criteria. Athens, 28 February 2025 The Certified Public Accountant Apostolos Kokkinellis Reg. No. SOEL:44621 Deloitte Certified Public Accountants S.A. 3a Fragoklissias & Granikou Str. 151 25 Maroussi Reg. No. SOEL: Ε120
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 45 D. ANNUAL CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED AS AT 31 st OF DECEMBER 2024 ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS), AS ADOPTED BY THE EUROPEAN UNION
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 46 INCOME STATEMENT THE GROUP Amounts in € '000 Note 01/01-31/12/2024 01/01-31/12/2023 Sales 29 8,7397,868Cost of sales 30 (3,391)(3,240)Gross profit 5,3484,628Administrative expenses 30 (4,756)(5,148)Distribution expenses 30 (92)(215)Other operating income 31 1,4311,504Other operating expenses 32 (906)(884)Operating gain/(loss) 1,025(115)Other financial results 33 6,71716,991Fair value adjustments of investment properties 14 1,151-Profit on sale of investment property 14 273-Financial expenses 34 (3,181)(13,233)Financial income 34 248293Income from dividends 18561Gains before tax from continuing operations 6,4183,997Income tax --Gains after tax for the year from continuing operations 6,4183,997Gains for the year from discontinued operations 8 -99,338Gains after tax for the year 6,418103,335Attributable to: Owners of the parent 6,418104,872- from continuing operations 6,4183,997- from discontinued operations -100,875Non-controlling interests -(1,537)- from continuing operations --- from discontinued operations -(1,537)Gains per share (€ / share) : Basic gains per share 36 0.20493.3487- Basic gains per share from continuing operations 0.20490.1276- Basic gains per share from discontinued operations -3.2211Diluted gains per share 36 -0.4783- Diluted gains per share from continuing operations -0.0327- Diluted gains per share from discontinued operations -0.4456The accompanying notes form an integral part of these Financial Statements Note: The results of the discontinued operations of the comparative period are discreetly presented and analyzed in separate note (see note 8), as in compliance with the requirements of IFRS 5 “Non -current Assets Held for Sale and Discontinued Operations”. In 2024, as the subsidiary RKB is the most important subsidiary of the Group, the Management reclassified the presentation of the results from fair value revaluation and gains from the sale of investment properties, in separate lines in the income statement, which were previously presented in total in the line "Other financial results". The new presentation format allows for a better presentation of the Group's results. For 2023, the results of fair value revaluation and sale of investment properties were immaterial to the Group.
 
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 47 THE COMPANY Amounts in € '000 Note 01/01-31/12/2024 01/01-31/12/2023 Income from investments in subsidiaries & other financial assets 33 7,987 84,345 Income from financial assets at fair value through profit or loss 33 1,455 689 Other income 31 376 100 Total 9,818 85,134 Fees and other expenses to third parties 30 (499) (824) Staff costs 30 (1,593) (1,371) Depreciation and amortization (249) (258) Other expenses 30 (972) (1,112) Total operating expenses (3,313) (3,565) Financial expenses 34 (8) (9,613) Financial income 34 207 184 Other financial results 33 - 16,178 Gains before tax for the year 6,704 88,318 Income tax - - Gains after tax for the year 6,704 88,318 Gains per share (€ / share): - Basic 36 0.2141 2.8201 - Diluted 36 - 0.4051The accompanying notes form an integral part of these Financial Statements

  

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 48 STATEMENT OF COMPREHENSIVE INCOME THE GROUP THE COMPANY Amounts in € '000 Note 01/01-31/12/2024 01/01-31/12/2023 01/01-31/12/2024 01/01-31/12/2023 Gains for the period (from continuing and discontinued operations) 6,418 103,335 6,704 88,318 Other comprehensive income: Amounts that will not be reclassified in the Income Statement in subsequent periods Remeasurement of defined benefit pension plans (6)(2)(6) (2) (6)(2)(6) (2) Amounts that may be reclassified in the Income Statement in subsequent years Cash flow hedging : - current year losses -(3,857)- - - reclassification to profit or loss for the year -9,144- - Exchange differences on translating foreign operations - 2- - Exchange gains on disposal of foreign operations recognised in profit or loss - 64- - - 5,353 - - Other comprehensive income for the year after tax 37 (6) 5,351 (6) (2) Total comprehensive income for the year after tax 6,412 108,686 6,698 88,316 Attributable to: Owners of the parent 6,412111,018Non-controlling interests -(2,332)The accompanying notes form an integral part of these Financial Statements

 
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 49 STATEMENT OF FINANCIAL POSITION THE GROUP THE COMPANY Amounts in € '000 Note 31/12/2024 31/12/2023 31/12/2024 31/12/2023 ASSETS Non-Current Assets Tangible assets 10 10820867 173 Right-of-use assets 10 16315367 146 Intangible assets 11 844360 10 Investments in subsidiaries 12 --96,742 67,911 Investment Properties 14 207,140204,0913,410 - Other non-current assets 15 19119922,205 43,370 Total of Non-Current Assets 207,686204,694122,551 111,610 Current Assets Trade and other receivables 16 1,5001,491- - Other current assets 17 626845219 418 Other financial assets at fair value through P&L 13 7,4475,7727,447 5,768 Cash & cash equivalents 18 1,6497,392821 6,362 Total of Current Assets 11,22215,5008,487 12,548 Total Assets 218,908220,194131,038 124,158 EQUITY AND LIABILITIES Equity Share capital 19 12,52712,52712,527 12,527 Share premium 19 100,000100,000100,000 100,000 Other reserves 20 33,15632,94733,156 32,947 Retained earnings (17,197)(23,609)(17,208) (23,906) Equity attributable to οwners of the parent 128,486121,865128,475 121,568 Non-controlling interests --- - Total Equity 128,486121,865128,475 121,568 Non-current liabilities Accrued pension and retirement obligations 22 132116101 87 Long-term borrowings 23 84,13991,823- - Long-term lease liabilities 23 1123334 33 Non-Current Provisions 25 1,893-- - Other long-term liabilities 26 226144- - Total of Non-current liabilities 86,50292,116135 120 Current Liabilities Trade and other payables 27 7761,266- - Short-term borrowings 23 30679- - Short-term lease liabilities 23 5816040 153 Other current liabilities 28 2,7804,7082,388 2,317 Total of Current Liabilities 3,9206,2132,428 2,470 Total liabilities 90,42298,3292,563 2,590 Total Equity and Liabilities 218,908220,194131,038 124,158The accompanying notes form an integral part of these Financial Statements

                   

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 50 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY THE GROUP Amounts in € '000 Note Share Capital Share Premium Fair Value Reserve Other Reserves Retained earnings Total Equity attrib. to Owners of the Parent Non- controlling Interests Total Equity Balance as of 01/01/2024 12,527100,000-32,947(23,609)121,865-121,865Stock options granted to employees - - - 209 - 209 - 209 Transactions with owners ---209-209-209Profit for the year ----6,4186,418-6,418Other comprehensive income: Remeasurements of defined benefit pension plans - - - - (6) (6) - (6) Other comprehensive income for the year after tax 37 - - - - (6) (6) - (6) Total comprehensive income for the year after tax - - - - 6,412 6,412 - 6,412 Balance as of 31/12/2024 12,527100,000-33,156(17,197)128,486-128,486The accompanying notes form an integral part of these Financial Statements Amounts in € '000 Note Share Capital Share Premium Fair Value Reserve Other Reserves Retained earnings Total Equity attrib. to Owners of the Parent Non- controlling Interests Total Equity Balance as of 01/01/2023 93,951100,000(6,082)32,882(209,903)10,84878,75589,603Share capital decrease by writing off equal losses of previous years (81,424) - - - 81,424 - - - Decrease in non-controlling interests due to sale of subsidiaries - -- (1) - (1) (76,423) (76,424) Transactions with owners (81,424)--(1)81,424(1)(76,423)(76,424)Profit/(Loss) for the year ----104,872104,872(1,537)103,335Other comprehensive income: Cash flow hedges - current year gains/(losses) --(3,062)--(3,062)(795)(3,857)- reclassification to profit or loss for the year - - 9,144 - - 9,144 - 9,144 Exchange differences on translation of foreign operations - -- 2 - 2 - 2 Exchange gain/(loss) on disposal of foreign operations recognised in profit or loss - - - 64 - 64 - 64 Remeasurements of defined benefit pension plans - - - - (2) (2) - (2) Other comprehensive income for the year after tax 37 - - 6,082 66 (2) 6,146 (795) 5,351 Total comprehensive income for the year after tax - - 6,082 66 104,870 111,018 (2,332) 108,686 Balance as of 31/12/2023 12,527100,000-32,947(23,609)121,865-121,865The accompanying notes form an integral part of these Financial Statements

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 51 THE COMPANY Amounts in € '000 Note Share Capital Share Premium Other Reserves Retained earnings Total Equity Balance as of 01/01/2024 12,527 100,000 32,947 (23,906) 121,568 Stock options granted to employees - - 209 - 209 Transactions with owners - - 209 - 209 Profit for the year - - - 6,704 6,704 Other comprehensive income: Remeasurements of defined benefit pension plans - - - (6) (6) Other comprehensive income for the year after tax 37 - - - (6) (6) Total comprehensive income for the year after tax - - - 6,698 6,698 Balance as of 31/12/2024 12,527 100,000 33,156 (17,208) 128,475 The accompanying notes form an integral part of these Financial Statements Amounts in € '000 Note Share Capital Share Premium Other Reserves Retained earnings Total Equity Balance as of 01/01/2023 93,951 100,000 32,947 (193,646) 33,252 Share capital decrease by writing off equal losses of previous years (81,424) - - 81,424 - Transactions with owners (81,424) - - 81,424 - Profit for the year - - - 88,318 88,318 Other comprehensive income: Remeasurements of defined benefit pension plans - - - (2) (2) Other comprehensive income for the year after tax 37 - - - (2) (2) Total comprehensive income for the year after tax - - - 88,316 88,316 Balance as of 31/12/2023 12,527 100,000 32,947 (23,906) 121,568 The accompanying notes form an integral part of these Financial Statements
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 52 STATEMENT OF CASH FLOWS THE GROUP THE COMPANY Amounts in € '000 01/01- 31/12/2024 01/01- 31/12/2023 01/01- 31/12/2024 01/01- 31/12/2023 Gains/(Losses) for the year before tax from continuing operations 6,4183,9976,704 88,318 Adjustments (5,081)(4,017)(8,332) (91,009) Cash flows from operating activities before working capital changes 1,337(20)(1,628) (2,691) Changes in working capital (Increase)/Decrease in trade receivables 39525239 (87) Increase / (Decrease) in liabilities (299)(17)142 (429) (Increase)/Decrease of financial assets at fair value through profit and loss --(1,509) (5,120) 968(1,128) (5,636) Cash flows from operating activities 1,433(12)(2,756) (8,327) Interest paid (2,983)(3,152)(1) (22) Income tax paid -(11)- - Net cash flows from operating activities from continuing operations (1,550)(3,175)(2,757) (8,349) Net cash flows from operating activities of discontinued operations -16,292- - Net cash flows from operating activities (1,550)13,117(2,757) (8,349) Cash flows from investing activities Purchase of property, plant and equipment (15)(26)(2) (21) Purchase of intangible assets (64)-(64) - Purchase of investment property (3,569)(1,328)(3,039) - Disposal of property, plant and equipment, intangible assets and investment property 1,870 1,108 - - Dividends received 18561- 61 Result from subsidiaries liquidation --271 - Ιnvestments in financial assets at fair value through profit and loss (749)(4,612)- - Investments in subsidiaries and associates --50 (83) Interest received 208251167 142 Collections of receivables and loans to related parties --- 4,370 Net cash flow from investing activities from continuing operations (2,134)(4,546)(2,617) 4,469 Net cash flow from investing activities of discontinued operations -(80,953)- - Net cash flow from investing activities (2,134)(85,499)(2,617) 4,469 Cash flow from financing activities Proceeds from borrowings 57,050-- - Payments for borrowings (58,940)-- - Payment of finance lease liabilities (178)(170)(167) (158) Net cash flow from financing activities from continuing operations (2,068)(170)(167) (158) Net cash flow from financing activities of discontinued operations -(23,468)- - Net cash flow from financing activities (2,068)(23,638)(167) (158) Net (decrease) / increase in cash and cash equivalents (5,752)(96,020)(5,541) (4,038) Cash and cash equivalents at the beginning of the year from continuing operations 7,392 15,283 6,362 10,400 Cash and cash equivalents at the beginning of the year from continued operations - 87,887- - Exchange differences in cash and cash equivalents from continuing operations 9 - - - Exchange differences in cash and cash equivalents from discontinued operations - 242- - Net cash and cash equivalents at the end of the year 1,6497,392821 6,362The accompanying notes form an integral part of these Financial Statements

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 53 Profit adjustments are analyzed as follows: THE GROUP THE COMPANY Amounts in € '000 01/01- 31/12/2024 01/01- 31/12/2023 01/01- 31/12/2024 01/01- 31/12/2023 Adjustments for: Depreciation and amortization expense 275283249258Changes in pension obligations 15151312Provisions and other non-cash (income)/expenses (187)(203)(77)(4)Impairment and reversal of impairment of assets --(7,716)(45)(Profit) / loss from investment property at fair value (1,151)(105)(371)-Unrealized exchange (gains)/losses (8)(3)11(Profit) / loss from the sale of investment property (273)(21)- - (Profit) / loss from fair value valuation of financial assets at fair value through profit and loss (228) (176) (170) (121) Profit from restructuring loan liabilities (5,751)---(Profit) / loss from sale of financial assets at fair value through profit and loss (730) (508) - - (Profit) / loss from disposal of subsidiaries/associates ---(84,300)Interest and similar income (248)(293)(207)(184)Interest and similar expenses 3,18113,23389,613Employee benefits in the form of stock options 209-209-Income from dividends (185)(61)-(61)Result from subsidiaries liquidation --(271)-Gains from loan derecognition -(16,178)-(16,178)Total of adjustments (5,081)(4,017)(8,332)(91,009)The accompanying notes form an integral part of these Financial Statements Note: Net cash flows from operating, investing and financing activities of the comparative period are distinctly presented and analyzed in a separate note (see Note 8 ), in compliance with the requirements of IFRS 5 “Non -current Assets Held for Sale and Discontinued Operations”.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 54 1 GENERAL INFORMATION OF THE GROUP The consolidated Financial Statements of MIG HOLDINGS S.A. (hereinafter “the Company”) and its subsidiaries (hereinafter “the Group”) have been prepared in compliance with the International Financial Reporting Standards, as issued by the International Accounting Standards Board and adopted by the European Union, and as incorporated into Greek legislation. The Company under the discreet title MIG is domiciled in Greece in the Municipality of Athens of Attica (El. Venizelou 10, 106 71). The Company was established on 10/03/1988, and its duration was set to 100 years, with the possibility of extension by decision of the General Shareholders Meeting. MIG operates as a holding societe anonyme according to Greek legislation and specifically according to the provisions of C.L. 4548/2018 on societe anonyme, as it stands. The Financial Statements are posted on the Company’s website at www.migholdingssa.com. The Company’s shares are listed in the Athens Stock Exchange. The Company’s share forms part of the ASE General Index (Bloomber g Ticker: MIG GA, Reuters ticker: MIGr.AT, OASIS: MIG). The main activity of the Group is its focus on equity investments in Greece, in Serbia and in Cyprus. The Group’s activity focuses on the following operating sectors: Financial Services (MIG, MIG AVIATION HOLDINGS, MIG LEISURE, ATHENIAN INVESTMENTS), Real Estate (RKB), Other [ MIG MEDIA (under liquidation), liquidated on 22/03/2024]. On December 31, 2024 the Group’s headcount amounted to 54, while on December 31, 2023 the Group’s headcount amounted to 56. On December 31, 2024 the Company’s headcount amounted to 14 while on December 31, 2023 the Company’s headcount amounted to 14.MIG’s companies, included in the consolidated Financial Statements, as well as their non -tax audited years are analysed in Note 2 to the Financial Statements. The Board of Directors of the Company, which on February 27, 2025 approved the separate and consolidated Annual Financial Statements of MIG HOLDINGS S.A. (the Company and the Group) for the fiscal year ended December 31, 2024 (the “Annual Financial Statements”), consists of the following members: 1. Petros Katsoulas Chairman of the Board, Independent Non-Executive Member, 2. Georgios Efstratiadis Chief Executive Officer, Executive Member, 3. Stavroula Markouli Executive Member, 4. Loukas Papazoglou Non-Executive Member, 5. Konstantinos Galiatsos Independent, Non-Executive Member 6. Stefanos Capsaskis Independent, Non-Executive Member, 7. Efstratios Chatzigiannis - Independent, Non-Executive Member The Annual Financial Statements are subject to the final approval of the Annual Ordinary General Shareholder Meeting and are available to the investing public on the Company’s website www.migholdingssa.com. The annual financial statements of the consolidated subsidiaries are posted on the same website in accordance with the provisions of decision 12 Α /889/31.8.2020 of the Hellenic Capital Market Commission. The consolidated Financial Statements of MIG Group are consolidated using the full consolidation method into the Financial Statements of PIRAEUS FINANCIAL HOLDINGS S.A., which is based

NOTES TO THE FINANCIAL STATEMENTS st OF DECEMBER 31 2024 in Greece and whose holding in the Company (through its 100% subsidiary PIRAEUS BANK S.A.) stands at 87.79% as of 31/12/2024. 2 GROUP STRUCTURE AND ACTIVITIES 2.1 Consolidated entities table on 31/12/2024 The following table presents MIG’s consolidated entities on 31/12/202 4, their domiciles, their principal activity, the Company’s direct and indirect shareholdings, the consolidation method as well as the non-tax audited financial years.
Company Name Domicile Principal activity Direct % Indirect % Total % Consolidation Method Non-tax Audited (1) Years
MIG HOLDINGS S.A. Greece Holding company Parent Company 2020-2024
MIG Subsidiaries
MIG LEISURE LTD Cyprus Holding company 100.00% - 100.00% Purchase Method -
ATHENIAN INVESTMENTS HOLDINGS S.A. Greece Holding company 100.00% - 100.00% Purchase Method 2019-2024
MIG AVIATION HOLDINGS LTD Cyprus Holding company 100.00% - 100.00% Purchase Method -
JSC ROBNE KUCE BEOGRAD (RKB) Serbia Real estate management 100.00% - 100.00% Purchase Method -
Notes (1) In respect to the Group companies established in Greece, which meet the relevant criteria for falling under the tax audit of Certified Auditors, the tax audit of fiscal years 2019-2023 has been completed under the provisions of Law 4174/2013, article 65A, par.1. It is to be noted that the tax audit of fiscal year 2024 is in progress. On 31/12/2024 the fiscal years until 31/12/2018 were time-barred in accordance with the provisions of par. 1 of art. 36 of Law 4174/2013, with the exceptions provided by the current legislation for extension of the right of the Tax Administration for the issuance of an act of administrative, estimated or corrective tax determination in specific cases. 2.2 Changes in the Group’s structure The consolidated Financial Statements for the annual period ended on December 31, 2024 compared to the corresponding annual comparative period of 2023, do not include i) the company MIG MEDIA due to its liquidation as at 22/03/2024 (till that date it was consolidated under the purchase method), and ii) the company MIG REAL ESTATE SERBIA due to its liquidation as at 22/12/2023 (till that date it was consolidated under the purchase method), iii) the company TOWER TECHNOLOGY HOLDINGS (OVERSEAS) LTD due to its liquidation as at 15/05/2023 (till that date it was consolidated under equity method), iv) ATTICA group due to its disposal on 12/05/2023 (till that date it was consolidated under the purchase method) and v) the company MIG SHIPPING due to its disposal on 12/05/2023 (till that date it was consolidated under the purchase method).
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 55
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 56 3 BASIS OF FINANCIAL STATEMENTS PRESENTATION 3.1 Statement of Compliance The consolidated and separate Financial Statements as at 31 December 2024 covering the annual period from 1 January to 31 December 2024 comply with International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB), and their Interpretations published by the International Financial Reporting Interpretations Committee (IFRIC) adopted by the European Union and as incorporated into Greek law by 31 December 2024. The Group applies all International Accounting Standards (IASs), International Financial Reporting Standards (IFRSs) and their Interpretations applicable to its operations as incorporated into Greek law. The relevant accounting policies, a summary of which is presented below in note 4, have been applied consistently in all periods presented. The consolidated and separate Financial Statements were prepared based on the going concern principle, which implies that the Company and its subsidiaries will be in position to continue operating as entities in the foreseeable future, taking into account the currently effective and projected financial position of the Group. During the financial year, the restructuring of the bank loan of the subsidiary RKB was completed with the extension of the repayment period of its loan obligations until 2032 (see note 23). At the same time, RKB through its expected operating profitability and estimated liquidity will be able to cover its financing needs while maintaining sufficient liquidity at the end of the financial year. MIG Company will continue to manage its capital efficiently through targeted investments in equities and fixed income securities while its current assets significantly exceed its current liabilities. It is noted that the Company has no debt obligations. Based on the above, the Management believes that it has ensured the going concern principle of the Group and the Company and therefore the financial statements have been prepared in accordance with the going concern basis of accounting. 3.2 Basis of Measurement The consolidated and separate Financial Statements have been prepared according to the principle of historical cost, except of: Financial assets and liabilities at fair value through Profit & Loss measured at fair value through profit and loss Investment property measured at fair value. 3.3 Presentation currency The presentation currency is Euro (the currency of the Group’s parent domicile) and all the amounts are presented in thousand Euro unless otherwise mentioned. 3.4 Use of Estimates The preparation of the Financial Statements according to IFRS requires the use of estimates and judgments on the application of the Company’s and the Group’s accounting policies. Opinions, assumptions and Management estimates affect the valuation of several asset and liability items, the amounts recognized during the financial year regarding specific income and expenses as well as the presented estimates on contingent liabilities. The assumptions and estimates are assessed on a continuous basis according to historic experience and other factors, including expectations on future event outcomes that are considered as reasonable given the current conditions. The estimates and assumptions relate to the future and, consequently, the actual results may deviate from the accounting calculations. The Company and the Group believe

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 57 that the judgments, estimates and assumptions used in the preparation of the Annual Financial Statements are appropriate. The aspects requiring the highest degree of judgment as well as the aspects mostly affecting the consolidated Financial Statements are presented in Note 6 to the Financial Statements. 3.5 Changes in Accounting Policies The accounting policies based on which the separate and consolidated Financial Statements were drafted, are in accordance with those used in the preparation of the Annual Financial Statements for the FY 2023, adjusted to the new Standards and revisions imposed by IFRS (see par. 3.5.1, 3.5.2 and 3.5.3). 3.5.1 Amendments to existing Standards that are effective and have been adopted by the European Union The following amendments to existing IFRSs, effective from 1 January 2024, have been issued by the International Accounting Standards Board (IASB) and endorsed by the European Union as of the data the Annual Financial Statements were issued. IAS 1 (Amendment) “Classification of Liabilities as Current or Non - current” The amendment aims to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. Moreover, the amendment addresses issues regarding the presentation and disclosures of liabilities for which an entity's right to defer settlement for at least 12 months is subject to the entity complying with specified conditions (covenants) after the reporting period. The amendment had no impact on the Group’s and the Company’s financial statements . IAS 7, IFRS 7 (Amendment) “Supplier Finance Arrangements” The amendment aims to add disclosure information about supplier finance arrangements, such as terms and conditions, carrying amount of financial liabilities that are part of such arrangements, ranges of payment due dates and liquidity risk information. The amendment had no impact on the Group’s and the Company’s financial statements. 3.5.2 Amendments to standards that have been issued by the IASB and have been endorsed by the European Union, but they are not effective in 2024 nor have they been early adopted by the Group and the Company IAS 21 (Amendment) “Lack of exchangeability” The amendments specify when a currency is exchangeable into another currency and, consequently, when it is not and how an entity determines the exchange rate to apply when a currency is not exchangeable. Additionally, the amendment requires disclosure of information that enables users of financial statements to understand the impact of a currency not being exchangeable. The Group and the Company have not early adopted the above amendment; however it is not expected any material impact on the Group and the Company’s financial statements. 3.5.3 New standards and amendments to existing standards that have been issued by the IASB but they have not yet been endorsed by the European Union, and therefore they have not been adopted by the Group and the Company IFRS 18 (New IFRS) “Presentation and Disclosure in Financial Statements” The new Standard aims to improve the transparency and comparability of the entities’ performance reporting, it has retrospective application and will replace IAS 1 Presentation of Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 58 It sets out general and specific requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, in come and expenses. IFRS 19 (New IFRS) “Disclosures: Subsidiaries without Public Accountability” The new Standard specify the disclosure requirements an entity is permitted to apply instead of the disclosure requirements in other IFRSs. It allows subsidiaries with a parent that applies IFRS in its consolidated financial statements to apply IFRS with reduced disclosure requirements. Subsidiaries are eligible to apply IFRS 19 if they do not have public accountability, and their parent company applies IFRS in their consolidated financial statements. IFRS 9, IFRS 7 (Amendment) “Classification, Measurement and Disclosure of financial instruments” The amendments aim to address matters identified post implementation of the IFRS 9. More specifically, the amendments: a) clarify that an entity is allowed to derecognise a financial liability (or part of it) settled before the actual settlement date under specific conditions when using an electronic payment system, b) provide additional examples regarding the contractual terms which are consistent with a basic lending arrangement and enhance the description of non-recourse features and contractually linked instruments and c) add new disclosures for equity instruments classified at FVTOCI and financial instruments with contingent features. IFRS 9, IFRS 7 (Amendment) “Contracts Referencing Nature - dependent Electricity” The amendments aim to enchance the factors an entity shall take under consideration when assessing the own-use exemption of IFRS 9 to contracts to buy and take delivery of renewable electricity for which the source of production of the electricity is nature-dependent. Moreover, the amendments extend also to hedge accounting and allow an entity using a contract for nature-dependent renewable electricity with specified characteristics as a hedging instrument. Finally, amendments introduce disclosure requirements about contracts for nature-dependent electricity with specified characteristics. Annual Improvements The standards amended in order to address inconsistencies among paragraphs of different IFRSs or to provide clarifications, are: IFRS 1 “Hedge accounting by a first -time adopter”. IFRS 7 “Gain or loss on derecognition”. IFRS 7 “Disclosure of deferred difference between fair value and transaction price”. IFRS 7 “Introduction and credit risk disclosures”. IFRS 9 “Lessee derecognition of lease liabilities”. IFRS 9 “Transaction price”. IFRS 10 “Determination of a ‘de facto agent”. IAS 7 “Cost method”.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 59 4 MATERIAL INFORMATION ABOUT ACCOUNTING POLICIES 4.1 Consolidation 4.1.1 Subsidiaries Subsidiaries are all the companies, which the parent has the power to control directly or indirectly through other subsidiaries. The Company has and exercises control through its ownership of the majority of the subsidiaries’ voting rights. The companies also considered subsidiar ies are those in which the Company, being their single major shareholder, has the ability to appoint the majority of the members of their Board of Directors. The existence of potentially dilutive minority interests which are exercisable during the financial statements preparation is taken into consideration in order to assess whether the Company controls the subsidiaries. Subsidiaries are fully consolidated under the full consolidation method from the date of acquisition, which is the date on which control is transferred to the Group and cease to be consolidated from the date on which control ceases. As of the acquisition date, the acquirer shall recognize goodwill arising from the acquisition as the excess of between the consideration transferred measured at fair value and the net value of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Goodwill is annually tested for impairment, and the difference between its book and its recoverable value is recognized as an impairment loss in the period’s results. Acquisition-related costs (i.e. advisory, legal, accounting, valuation and other professional or consulting fees) are recognized as expenses, burdening profit or loss for the period when incurred. The opposite case, which is a business combination in which the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed, exceeds the consideration-transferred amount then the transaction is characterized as a bargain purchase. Following all the necessary re- examinations, the excess amount of the aforementioned difference is recognized as profit in profit or loss for the period. Intracompany transactions, balances, and unrealized gains on transactions between group companies are eliminated. Note 2 provides a full list of the consolidated subsidiaries alongside the Group’s shareholdings. Subsidiaries’ financial statements preparation date coincides with the relevant date of the parent company. 4.1.2 Investments in Subsidiaries (Separate Financial Statements) The investments of the parent company in its subsidiaries are measured at cost less accumulated impairment losses. Impairment test is performed based on the requirements of IAS 36. Any resulting impairment losses are recognised in the results for the reporting period. If at a later date the value of the investment increases, the reversal of the impairment provision is recognised in profit or loss. 4.1.3 Changes in a parent’s ownership interest in subsidiaries In case of changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes result in a loss of control or not. Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). In such circumstances, the carrying amounts of the controlling and non-controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 60 consideration paid or received shall be recognized directly in equity and attributed to the owners of the parent. In case the parents’ ownership interest changes in such a way that there is loss of control, then the parent shall record the necessary accounting entries and recognize the result from the sale (derecognition of the assets, goodwill and liabilities of the subsidiary as of the date of loss of control, derecognition of the book value of non-controlling interests) and recognises the result of the sale in profit or loss. Following the loss of control of a subsidiary, the fair value of any remaining investment in the former subsidiary at the date of loss of control is regarded as the fair value at initial recognition for subsequent accounting in accordance with IFRS 9 Financial Instruments or, if appropriate, the cost of initial recognition of an investment in an associate or joint venture. 4.2 Financial instruments A financial instrument is defined as an agreement creating either a financial asset in a company and a financial liability, or, a shareholding in another company. 4.2.1 Initial Recognition and Derecognition Financial asset or financial liability are recognized in the Statement of Financial Position, when and only when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability (or part of it) is derecognized from the Statement of Financial Position, when and only when the contractual liability is extinguished, discharged, cancelled or expired. The balance between the carrying amount of a financial liability (or part of it) that is derecognised and the consideration paid, including any non-cash assets transferred or liabilities assumed, shall be recognised in profit or loss. In the case of derecognition (settlement) of a financial liability in exchange for a transfer of a non- cash asset (non-cash consideration), the balance between the carrying amount of the liability and the fair value of the non-cash asset transferred is rec ognised in profit or loss, in particular in “Other financial income/expenses”. At the same time, at the date of derecognition, the balance between the carrying amount of the non-cash asset transferred and its fair value at that date is recognised as a gain or loss on disposal in operating profit or loss. See also Note 8 to the accompanying financial statements for details. The gain or loss on reclassification of financial reporting is disclosed in the Statement of Profit and Loss under Other Financial Results. In the case of disposal of an investment in a subsidiary through an exchange, the gain or loss on disposal of the investment is recognised in Income / Loss on investments in the separate financial statements and in Income from discontinued operations in the consolidated financial statements. 4.2.2 Classification and measurement of financial assets Financial assets are initially measured at fair value adjusting for transaction costs except for financial assets measured at fair value through profit and loss. Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories: a) Financial assets at amortized cost b) Financial assets at fair value through profit and loss, and
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 61 c) Financial assets at fair value through other comprehensive income The classification is determined by Group’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. All income and expenses relating to financial assets that are recognized in profit or loss are presented within the items “Other financial results”, “Financial expenses” and “Financial income”, except for impairment of trade receivables which is presented within operating expenses. 4.2.3 Subsequent measurement of financial assets Financial asset is subsequently measured at fair value through profit and loss, amortized cost or fair value through other comprehensive income. The classification is based on both criteria: i. the Group‘s business model for managing the financial asset, meaning, whether the objective is to hold for the purpose of collecting contractual cash flows or collecting contractual cash flows as well as the sale of financial assets, and, ii. whether the contractual cash flows of the financial asset consist exclusively of capital repayments and interest on the outstanding balance (“SPPI” criterion). Financial assets measured at amortized cost The measurement category at amortized cost includes trade receivables. After initial recognition these are measured at amortized cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Financial assets measured at fair value through other comprehensive income For financial assets measured at fair value through other comprehensive income, changes of fair value are recognized in the Statement of Comprehensive Income and reclassified in Income Statement upon derecognition of the financial instruments.On initial recognition, the Group and the Company may irrevocably elect to present in other comprehensive income in the statement of comprehensive income subsequent changes in the fair value of an investment in equity securities within the scope of IFRS 9 that are not held for trading purposes. This selection is made on a case-by-case basis. In addition, equity securities measured at fair value in other comprehensive income are not subject to impairment and accumulated gains and losses recognised in other comprehensive income are not subsequently reclassified to the income statement, but may be reclassified to equity (retained earnings).Financial assets measured at fair value through profit and loss For financial assets measured at fair value through profit and loss are measured at their fair value and changes of fair value recognized in gains or losses of Income Statement. 4.2.4 Classification and measurement of financial liabilities The Group’s financial liabilities include mainly bank loans. Borrowings are initially measured at cost, which is the fair value of the exchange received minus the cost of issuance. After initial recognition, loans are measured at amortized cost using the effective interest method. Loans are classified as short term liabilities unless the Group has an unconditional right to defer settlement of liabilities for at least 12 months after the reporting date Financial Statements. Financial liabilities may be classified upon initial recognition at FVTPL, if the following criteria are met.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 62 (a)The classification reverses or significantly reduces the effects of the accounting mismatch that would arise if the liability had been measured at amortized cost. (b) These liabilities are part of a group of liabilities, being managed or evaluated with respect to their performance, based on fair value, according to the Group’s financial risks management strategies. (c) A financial liability contains an embedded derivative, classified and measured separately. 4.2.5 Fair Value Measurement Methods The fair values of financial assets and liabilities that are traded in active markets are determined by the current bid price (Level 1). As for non-traded financial assets and liabilities, the fair values are determined by the application of generally accepted valuation techniques such as an analysis of recent transactions, comparable assets that are traded and discounted cash flows (Level 2). In some cases, the valuations derived from the generally accepted methods for valuation of securities are adjusted to reflect factors which are taken into consideration by the market in order to value a security, such as business risk and marketability risk (Level 3). The method used to determine fair value for financial instruments that are valued using valuation models is described below. These models include the Group's assessment of the assumptions an investor would use in performing a fair value valuation and are selected based on the specific characteristics of each investment. The Company, in accordance with the requirements of IFRS 9 at the end of each reporting period of the financial statements performs the calculations required in relation to the determination of the fair value of its financial instruments. Investments in listed shares in domestic and foreign stock exchanges are valued based on the quoted market prices for these shares. Investments in non-listed shares are valued based on generally accepted valuation models which sometimes incorporate data based on observable market inputs and sometimes are based on unobservable data. 4.2.6 Offsetting Financial assets and liabilities are offset and the net amount is presented in the statement of Financial Position only when the Group has a legally enforceable right and intends to settle both the asset and liability simultaneously on a net basis amount. 4.3 Impairment of financial assets The Group and the Company recognize impairment provisions for expected credit losses of all financial assets except for those measured at fair value through profit and loss. The purpose of IFRS 9 s impairment requirements is to recognize expected credit losses over the financial asset s lifetime, whose credit risk has raised after initial recognition, regardless if the assessment is at a collective or individual level, using all information which can be collected, based on both historical and current data as well, but also data in respect of reasonable and supportable forecasts. In applying the above mentioned approach a distinction is made between: o financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (Stage 1), o financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (Stage 2), and o financial instruments that have objective evidence of impairment at the reporting date (Stage 3).
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 63 For financial instruments of Stage 1 are recognized as credit losses for the next twelve months period, while for financial assets of Stage 2 or Stage 3 are recognized as credit losses over their lifetime. Expected credit losses are defined as the difference between all the contractual cash flows that are due to and the cash flows that are actually expected to be received by the Group or the Company. This difference is discounted at the original effective interest rate of financial asset. The Group applies the simplified approach of this Standard for assets instruments from contracts, trade receivables and leases receivables by calculating the expected credit losses over the lifetime of abovementioned instruments. In this case, the expected credit losses reflect the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating the expected credit losses, the Group uses a provision matrix in which the above mentioned financial instruments have been grouped in regard of balances’ nature and ageing and by taking into account available historical data in respect of the debtors, adjusted with future factors related to debtors and financial environment. 4.4 Investment property Investment properties relates to investments in properties which are held by the Group, either to generate rent from its lease or for the increase in its value (increased capital) or for both purposes and are not held: a) to be used for production or distribution of raw materials / services or for administrative purposes; and b) for the sale as part of the company’s ordinary activities. Investment properties are initially recognised at cost including related transaction costs. After initial recognition, investment properties are recorded at fair value, as assessed by independent certified valuers with sufficient experience in the location and nature of the investment property. The book value recognized in the Group’s Financial Statements reflects the market conditions on the date of the reporting date of the Statement of Financial Position. Any gain or loss arising from a change in the fair value of the investment constitutes a result and is recognized in the Income Statement in the period in which it arises. Transfers of properties from the category of investment property are made only when there is a change of use of the property. If an investment property is changed to an owner-occupied asset, it is reclassified to property, plant and equipment and its fair value at the date of reclassification is defined as its cost. Also, investment property held for sale without revaluation is classified as available-for- sale in accordance with IFRS 5 at its fair value at the date of transfer.An investment property is derecognized (eliminated from the Statement of Financial Position) upon disposal or when the investment is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses arising from the withdrawal or disposal of an investment property relate to the difference between the net proceeds of disposal and the carrying amount of the asset and are recognized in Income Statement in the period of withdrawal or disposal . 4.5 Cash and cash equivalent Cash and cash equivalents include cash in hand, sight deposits and term deposits with banks. 4.6 Non-current assets classified as held for sale and discontinued operations The Group classifies a long-term asset or a group of long-term assets and liabilities as those held for sale if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use. The basic requirements in order to classify a long-term asset or group of assets as held for sale is that the asset (or group of assets) must be available for sale in its present condition while the sale should

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 64 be subject only to terms that are usual and customary for sales of such assets and must also be highly probable. In order for a sale to be considered extremely possible, the following conditions must be met: management must be committed in relation to a plan to sell the asset or the group of assets, a process to identify a buyer and complete the transaction has to be initiated, the asset or group of assets under disposal must be offered for sale at a price that is reasonable compared to the concurrent market value of such assets, the sale must be expected to be completed within one year from the date of classification of the asset or group of assets as assets held for sale, except for specific exceptions, and the actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Immediately before the initial classification of the asset (or group of assets and liabilities) as held for sale, the carrying amount of the asset (or group of assets and liabilities) will be measured in accordance with applicable IFRS. Non-current assets (or group of assets and liabilities) classified as held for sale are measured (after the initial classification as mentioned above) at the lower of their carrying amounts and fair value less costs to sell and any resulting impairment losses are recognised in the Income Statement. Any increase in fair value on subsequent valuation will be recognised in the Income Statement but not for an amount exceeding the cumulative impairment loss that had been initially recognized.Starting from the date a long-term asset (or group of assets and liabilities) is classified as held for sale, no depreciation is charged on those long-term assets. 4.7 Share Capital and Treasury Shares The share capital is defined according to the nominal value of the shares issued by the Company. A share capital increase by cash payment includes every share premium at the initial share capital issuance. (a) Share capital increase expenses Expenses directly related to a share capital increase are shown subtracted from equity after deducting tax. (b) Dividends Shareholders dividends are recognized as a liability within the financial year approved by the General Meeting of the Company’s Shareholders. (c) Treasury shares The Company’s shares owned by it or its subsidiaries are recognized at acquisition cost, are included in the “Treasury Shares” account and are subtracted from the Company’s equity until they are cancelled, reissued or resold. Treasury share acquisition cost includes transaction expenditures, after excluding the corresponding income tax. The Company’s treasury shares do not reduce the number of outstanding shares; they do, nevertheless, affect the number of shares included in the earnings per share calculati on. The Company’s treasury shares are not entitled to a dividend. The difference between the acquisition cost and the final price from reselling (or reissuing) the treasury shares is recognized in equity and is not included in the net result for the financial year. On 31/12/2024, the Group did not hold any treasury shares.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 65 4.8 Stock options The Company provides staff remuneration in equity securities. Specifically, the Company provides employees with stock option rights to purchase shares of the Company under a stock option plan approved by the General Meeting of Shareholders. Such remuneration is settled by the issuance of new shares by the Company if the employee fulfils certain performance-related vesting conditions and exercises the rights. Services provided by employees are measured at the fair value of the rights granted at the grant date. The fair value of the rights granted is determined at the date of grant and is recognised as an expense in the Income Statement in staff costs and expenses with an equal increase in equity (i.e. no effect on the Company's and the Group's Net Position). 4.9 Provisions, Contingent Assets and Liabilities Provisions are recognized when the Group has presented legal or imputed liabilities as a result of past events; their settlement is possible through resources’ outflow and the exact liability amount can be reliably estimated. The provisions are reviewed on the date of the Financial Statements and are adjusted accordingly to reflect the present value of the expense expected for the settlement of the liability. Restructuring provisions are identified only if there is a detailed restructuring plan and if Management has informed the affected parties on the plan’s key points. When the effect of the time value of money is significant, the provision is calculated as the present value of the expenses expected to be incurred in order to settle this liability. If it is no longer probable that an outflow will be required in order to settle a liability for which a provision has been formed, then it is reversed. In cases where the outflow due to current commitments is considered improbable or the provision amount cannot be reliably estimated, no liability is recognized in the financial statements. Contingent liabilities are not recognized in the financial statements but are disclosed except if the probability of an outflow, which encompasses economic benefits, is scarce. Possible inflows from economic benefits for the Group which do not meet the criteria of an asset are considered a contingent asset and are disclosed when the inflow of the economic benefits is probable. 4.10 Revenues-Expenses Recognition For the recognition and measurement of revenues from contracts with customers, a new model is followed which includes a 5-step process. 1. Identifying the contract with a customer. 2. Identifying the performance obligations arising from the contract. 3. Identifying the transaction price. 4. Allocating the transaction price to the performance obligations. 5. Recognizing revenue when/as performance obligation(s) are satisfied. Transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (value added tax, other taxes on sales). If the amount of consideration is variable, then the Group estimates the amount of consideration which will be entitled for transferring promised goods or services with the method of expected value or the method of most probable amount. Transaction price, usually, is allocated to each performance obligations on the basis of relevant stand- alone selling prices of promised contract, distinct good or service.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 66 Revenues are recognized when the performance obligations are satisfied, either at a point in time (usually for obligations relevant to transfer of goods at a client) or overtime (usually for obligations relevant to transfer services to a client). The Group recognizes a contractual obligation for amounts received from clients (prepayments) in respect of performance obligations which have not been fulfilled, as well when it retains right on an amount of consideration which is unreserved (deferred income) before the execution of contract s performance obligations and the transfer of goods or services. The contractual obligation is derecognized when the performance obligations have been executed and the revenue has been recognized in the Income Statement. The Group recognizes trade receivable when exists an unconditional right to receive an amount of consideration for executed performance obligations of the contract to the client. Respectively the Group recognizes an asset from contracts when it has satisfied the performance obligations, before client s payment or before become due the payment, for example when the goods or the services are transferred to the client before the Group s right to issue the invoice. Revenue is recognized as follows: Income from rentals: Revenue from operating leases of the Group’s investment properties is recognized gradually during the lease. Interest income: Interest income is recognized using the effective rate method which is the rate which accurately discounts estimated future cash flows to be collected or paid in cash during the estimated life cycle of the financial asset or liability, or when required for a shorter period of time, with its net book value. Dividend income: Dividends are recognized as income upon establishing their collection right. Income from charters of vessels (discontinued operations): Income from charters of vessels is recognized when the passenger makes the voyage. Revenues from government grants from barren lines itineraries are recognized during the period they occur and included in Sales. Revenue from chartering (discontinued operations): Revenues from chartering are recognized on an accrual basis, as stated in the charter agreement. Income from sales of services on board of ships (discontinued operations): Group offer its services either directly to the customer or through contractors issuing upon completion the invoice or services rendered invoice. Revenue is recognized based on services rendered (accrual basis income). Expenses: Expenses are recognized in profit or loss in the period on an accrual basis. Payments made under operating leases are transferred to the Income Statement as an expense at the time of use of the leased asset. The interest expenses are recognized on an accrual basis. 4.11 Profit or loss from discontinued operations A discontinued operation is a component of the Group that is either disposed of or classified as held for sale and represents a separate major line of business or geographical area of operations, is part of a unified, coordinated disposure plan for a large part of business or geographical area of operations or
NOTES TO THE FINANCIAL STATEMENTS st OF DECEMBER 31 2024 is a subsidiary acquired exclusively with a view to be resold. Profit or loss from discontinued operations, including profit or loss of the comparative period are presented as a separate line in the Income Statement. This amount constitutes the after tax results of discontinued operations and after-tax profit or loss resulting from the valuation and disposal of the assets classified as held for sale (please refer to Note 8). The disclosures of discontinued operations of the comparative period include disclosures for earlier periods presented in Financial Statements so that the disclosures relate to all the operations that have been discontinued until the last date of the latest period presented. In cases where operations, previously classified as discontinued operations, are now continuing operations, disclosures of the prior periods are adjusted accordingly. 4.12 Earnings per share Basic earnings per share (Basic EPS) are calculated by dividing the profit after tax that is attributable to the shareholders of the parent company with the weighted average number of ordinary shares outstanding during the period, excluding the average number of ordinary shares acquired as treasury shares. Diluted earnings per share are calculated by dividing the profit after tax that is attributable to the shareholders of the parent company (after adjusting for the post tax interest expense of the convertible securities) with the weighted average number of ordinary shares during the period (adjusted for diluted shares). The weighted average number of ordinary shares outstanding during the accounting period as well as during all presented accounting periods is adjusted in relation to the events that have altered the number of outstanding ordinary shares without the corresponding alteration of the resources. 4.13 Leases The Group as a lessee For every new contract signed, the Group assesses whether the contract constitute, or involves, a lease. A lease constitutes or involves a lease if the contract grants the right-of-use of an identified asset for a period against a fixed consideration. In this context, the Group assesses whether: the contract grants the right-of-use of an identified asset, which is either expressly specified in the contract or indirectly if expressly specified at the time the item becomes available for use by the Group, the Group has the right to substantially receive all financial benefits from the use of the identified, and the Group has the right to direct the use of the identified asset. Leases are recognized in the Statement of Financial Position as a right-of-use asset and a lease liability at the date the leased asset becomes available for use. The rights-of-use assets are initially measured at cost less accumulated depreciation and any impairment. The cost, at initial recognition, includes the amount of initial measurement of the lease liability, initial costs directly attributable to the lease, costs of rehabilitation and the lease payments made on or prior to the effective date, reduced by the amount of discounts or other incentives. Subsequent to initial recognition, the rights-of-use assets are amortized at the straight-line basis over the shorter period between the asset's useful life and its lease term and is subject to impairment test if relative indications are identified. MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 67
NOTES TO THE FINANCIAL STATEMENTS st OF DECEMBER 31 2024 Lease liabilities are initially recognized at amount equal to the current value of the leases over the entire term of the lease and include conventional fixed lease payments, variable payments that depend on an index and amounts related to residual payments that are expected to be paid. They also include the exercise price of the purchase option, as well as amounts of penalties for terminating the lease if the lessor is reasonably certain to exercise that option. The interest rate implicit in the lease is used to calculate the present value of the lease, or in the event that this is not specified in the contract, the incremental borrowing rate. This interest rate represents the cost that the lessee should pay to borrow the capital needed to acquire an asset with similar characteristics, and conditions with the leased asset in a similar economic environment. After initial recognition, the amount of the lease liabilities is increased by their financial cost and decreased by the lease payments. In the event, there is a change in the lease payments due to a change in an index, in measuring the residual value or in evaluating an exercise price of the purchase option, extending or terminating the lease, then the amount of the liability is reassessed. The Group has chosen to make use of the facilitation practices provided for in IFRS 16 for short-term leases (leases with a maturity less than 12 months) and for low-value leases. Lease payments for these leases are recognized as expenses in the consolidated Income Statement using the fixed method. In the Statement of Financial Position the right-of-use assets are presented in “Fixed Assets”, while the lease liabilities are presented separately. The Group as a lessor The Group's leases as a lessor are classified as operating or finance. A lease is classified as financial if it transfers substantially all the risks and benefits related to the ownership of the identified asset. On the contrary, a lease is classified as operating if it does not transfer substantially all the risks and benefits related to the ownership of the asset. Lease income from operating leases is recognized under the terms of the fixed method lease. Initially, direct costs burdening the Group in the negotiation and agreement of an operating lease are added to the book value of the leased asset and are recognized throughout the lease term as lease income. Assets under finance lease are derecognized and the Group recognizes a receivable equal to the net investment in the lease. Lease receivables are discounted by the realized interest rate method and the book value is adjusted accordingly. Leases collected are increased on the basis of interest on the receivables and are decreased by the lease collections. 5 OTHER INFORMATION ABOUT ACCOUNTING POLICIES 5.1 Tangible Fixed Assets Tangible fixed assets are recognized in the Financial Statements at cost, less accumulated depreciation and any potential impairment losses. The acquisition cost includes all direct costs stemming from the acquisition of the assets. The cost of repair and maintenance works is recognized in the Income Statement when incurred. The depreciation of tangible fixed assets (excluding land, which is not depreciated) is calculated using the straight-line method over their useful life as follows:
Tangible assets Useful life (in years)
Building facilities 6
Other equipment 5-17
Tangible fixed assets are tested for impairment when events or changes in circumstances indicate that their carrying amount may no longer be recoverable. When the carrying amounts of property, plant
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 68
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 69 and equipment exceed their recoverable amounts, the difference (impairment) is recognized immediately as an expense in the income statement. When property, plant and equipment are sold, the difference between the consideration received and the carrying amount is recognized as a gain or loss in the Income Statement. 5.2 Intangible Assets Intangible assets include software programs and licenses. Intangible assets are initially recognized at cost. Following initial recognition, the intangible assets are measured at cost less accumulated amortization and any impairment loss. Amortizations are recorded based on the straight-line method during the useful life of the said assets, which is 5 years. The maintenance of software programs is recognized as an expense when the expense is realized. On the contrary, the costs incurred for improving or prolonging the return of software programs beyond their initial technical specifications, or respectively the costs incurred for the modification of the software, are incorporated in the acquisition cost of the intangible asset, only if they can be measured reliably. 5.3 Employee benefits Short-term Benefits: Short-term benefits to personnel (except for termination of employment benefits) in cash and in kind are recognized as an expense when considered accrued. Any unpaid amount is recognized as a liability, whereas in case the amount already paid exceeds the benefits’ amount, the entity identifies the excess as an asset (prepaid expense) only to the extent that the prepayment sha ll lead to a future payments’ reduction or refund. Retirement Benefits: Benefits following termination of employment include lump-sum severance grants, pensions and other benefits paid to employees after termination of employment in exchange for their service. The Group’s liabilities for retirement benefits cover both defined contribution plans and defined benefit plans. The defined contribution plan’s accrued cost is recognized as an expense in the financial year where it relates. Pension plans adopted by the Group are partly financed through payments to insurance companies or state social security funds. (a) Defined Contribution Plan Defined contribution plans pertain to contribution payment to Social Security Organizations and therefore, the Group does not have any legal obligation in case the Fund is incapable of paying a pension to the insured person. The employer’s obligation is limited to paying the employer’s contributions to the Funds. The payable contribution by the Group in a defined contribution plan is identified as a liability after the deduction of the paid contribution, while accrued contributions are recognized as an expense in the Income Statement. (b) Defined Benefit Plan (non-funded) Under Laws 2112/20 and 4093/2012, the Company must pay compensation upon retirement or termination to its employees. The amount of compensation paid depends on the years of service, the level of wages and the way of leaving service (dismissal or retirement). The entitlement to participate in these plans is usually based on years of service of the employee until retirement. The liability recognized in the Statement of financial Position for defined benefit plans is the present value of the liability for the defined benefit less the plan assets’ fair value (reserve from payments to an insurance company), the changes deriving from any actuarial profit or loss and the service cost. The defined benefit commitment is calculated on an annual basis by an independent actuary through the use of the projected unit credit method. Regarding the prepayment for 2024, the selected rate follows the tendency of iBoxx AA Corporate Overall 10+ EUR indices, which is regarded as
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 70 consistent with the provisions of IAS 19, i.e. is based on bonds corresponding to the currency and the estimated term relative to employee benefits as well as appropriate for long-term provisions. A defined benefit plan establishes, based on various parameters, such as age, years of service and salary, the specific obligations for payable benefits. Provisions for the period are included in the relative staff costs in the accompanying separate and consolidated Income Statements and comprise of the current and past service cost, the relative financial cost, the actuarial gains or losses and any possible additional charges. Regarding unrecognized actuarial gains or losses, the revised IAS 19 is applied, which includes a number of changes to accounting for defined benefit plans, including: recognition of actuarial gains/losses in other comprehensive income and their permanent exclusion from the Income Statement, non-recognition of the expected returns on the plan investment in the Income Statement but recognition of the relative interest on net liability/(asset) of the benefits calculated based on the discount rate used to measure the defined benefit obligation, recognition of past service cost in the Income Statement at the earliest between the plan modification date or when the relative restructuring or terminal provision are recognized, other changes include new disclosures, such as quantitative sensitivity analysis. 5.4 Income tax and deferred tax The income tax charge includes current taxes, deferred tax and the differences of preceding financial years’ tax audits. Current income tax Current tax is calculated based on the tax statements of Financial Position from each one of the companies included in the consolidated Financial Statements, according to the tax laws applicable in Greece or other tax regulations applicable for foreign subsidiaries. The income tax expense includes income tax based on each company’s profits as presented on their tax declarations and provisions for additional taxes and is calculated based on the dully or in principal constituted tax rates. Deferred income tax Deferred taxes are taxes or the tax reliefs from the financial encumbrances or benefits of the financial year in question, which have been allocated or shall be allocated to different financial years by the tax authorities. Deferred income tax is determined under the liability method deriving from the temporary differences between the book value and tax base of assets and liabilities. There is no deferred income tax if it derives from the initial recognition of an asset or liability at a transaction, other than at a business combination, and the recognition did not affect either the accounting or the tax profit or loss. Deferred tax assets and liabilities are measured in accordance with the tax rates in effect in the financial year during which an asset or a liability shall be settled, taking into account the tax rates (and tax regulations) which have been or are effectively in force until the Statement of Financial Position reporting date. In case where it is not possible to clearly determine the time needed to reverse the temporary differences, the tax rate applied is the one in force in the day after the Statement of Financial Position reporting date. Deferred tax assets are recognized when there is taxable income and a temporary difference which creates a deferred tax asset. Deferred tax assets are re-examined on each reporting date and are decreased to the extent where there won’t be sufficient taxabl e income to allow the utilization of the benefit as a whole or in part of the deferred tax asset.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 71 Deferred income tax is recognized for the temporary differences derived from investments in subsidiaries and associates, except in the case whereby the temporary differences reversal is controlled by the Group and is probable that the temporary differences will not be reversed in the foreseeable future. Most changes in the deferred tax assets and liabilities are recognized as part of the tax expenses in the Income Statement for the financial year. Only those changes in assets and liabilities which affect the temporary differences are recognized directly in the Group’s equity resulting in the relative change in deferred tax assets or liabilities to be recognized in equity. 5.5 Operating segments The Company’s BoD is the main corporate body responsible for business decision -making. The BoD reviews all of the internal financial reports in order to assess the Company’s and Group’s performance and take decisions on the allocation of resources. The Management has set the operating segments based on the said internal reports. The BoD uses different criteria in order to assess the Group’s activities which vary according to the nature of each segment, taking into consideration the risks involved and their cash requirements. MIG’s operating segments are defined as the segments in which the Group operates and on which the Group’s management information systems are based. For the segmentation, the following have been taken into consideration: the nature of the services; the regulatory framework; and the potential risks involved. Following the application of IFRS 8 and based on the Management’s approach have been identified the following operating segments. The operating segments of the Group and the main consolidated companies (subsidiaries and associates) are presented below: Financial Services (MIG, MIG AVIATION HOLDINGS, MIG LEISURE, ATHENIAN INVESTMENTS), Real Estate (RKB), Other [MIG MEDIA (under liquidation), liquidated on 22/03/2024]. 5.6 Conversion into Foreign Currency The consolidated Financial Statements are presented in Euro, which is the functional currency and the Group’s reporting currency. Foreign currency transactions are converted into the functional currency by using the exchange rates applicable on the date when the said transactions are performed. The monetary assets and liabilities which are denominated in foreign currency are converted into the Group’s functional currency on the Statement of Financial Position reporting date using the prevailing exchange rate on that day. Any gains or losses due to translation differences that result from the settlement of such transactions during the period, as well as from the conversion of monetary assets denominated in foreign currency based on the prevailing exchange rates on the Statement of Financial Position reporting date, are recognized in the Income Statement.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 72 6 SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS The preparation of the Financial Statements in accordance with the International Financial Reporting Standards (IFRS) requires the Management to make judgments, estimates and assumptions which affect assets and liabilities, contingent receivables and liabilities disclosures as well as revenues and expenses during the periods presented. In particular, amounts included in or affecting the financial statements, as well as the related disclosures, are estimated through making assumptions about values or conditions that cannot be known with certainty at the time of preparation of the financial statements and therefore actual results may differ from what has been estimated. An accounting estimate is considered significant when it is material to the financial position and income statement of the Group and requires the most difficult, subjective or complex judgments of the management. Estimates and judgments of the Management are based on past experience and other factors, including expectations for future events that are deemed to be reasonable in the circumstances, and are constantly reassessed on the basis of all available information. The Group assesses such estimates on an ongoing basis, based on historical results and experience, holding meetings with experts, trends and other methods that are considered reasonable in the circumstances, as well as projections regarding their potential change in the future. (1) Measurement of expected credit losses Impairment of financial assets is based on assumptions regarding default risk and percentages of expected credit losses. In particular, the Group's Management applies judgments under selecting such assumptions, as well as under selecting the inflows for the purposes of calculating impairment, based on the historical data, the current market conditions and the projections for the future financial sizes at the end of the reporting period. Regarding contractual assets, trade receivables and leases, the simplified approach of IFRS 9 is applied, calculating the expected credit losses over the life of those items using a table of projections. This table is based on historical data but is adjusted in such a way that it should reflect the projections for the future economic environment. The correlation between the historical data, the future financial conditions and the expected credit needs making significant estimates. The amount of expected credit losses depends to a large extent on changes in the circumstances and the projections of the future financial conditions. Moreover, historical data and projections for the future may not lead to conclusions indicative of the actual amount of default on customer liabilities in the future (further information is provided in Notes 4.3 and 16). (2) Fair Value Measurement of investment property Estimates relating to fair value measurement of investment property are determined based on appraisal reports carried out by independent real estate appraisal firm, which assess the fair value of investment property according to international accepted appraisal methods. The most appropriate indication of fair value is the existing current values in an active market for relevant rental and other agreements. In case that the abovementioned information is not available, the value is determined through a range of reasonable estimates of fair values. In most cases, Discounted Cash Flows was assessed as the most appropriate valuation method, since the real estate properties are held by the Group for investment purposes and they are already leased or planned to be leased. Discounted cash flows models are based on reliable estimates of future cash flows, which derive from the lease terms of existing rentals and (where possible) from external data, such as current rentals for similar properties in the same location and condition, using discount rates which depict the current market estimate regarding the uncertainty of the amount and timing of these cash flows. The application of discounted cash flow models, involves the use of assumptions to estimate fair value, which are relate to: receipt of contractual rentals, expected future market rentals, vacancy periods, maintenance

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 73 expenses and appropriate discount rates. Further information regarding the key assumptions is included in Note 42.2. (3) Contingent Assets and Liabilities The Group is involved in court claims and compensations during its ordinary activities. The Management judges that any settlement would not significantly influence the Group’s financial position on 31/12/2024. The Management assesses the outcome of pending legal cases, according to information received from the Legal Department and collaborating legal offices. Such information arises from the recent developments in the legal cases they handle. In case of a probable outflow from company’s resources for the settlement of liability and the amount can be estimated reliably, the Management will make the necessary provisions. Defining the amount necessary to settle the liability is based on the Management's estimates and a number of factors that require judgment. Changes in judgments or estimates are likely to result in an increase or decrease in the Group's liabilities in the future. When additional information becomes available, the Group's Management reviews the events, based on which it might have to review its estimates (see Note 41.3). 7 BUSINESS COMBINATIONS On 22/03/2024 the liquidation process of the wholly owned subsidiary MIG MEDIA was completed. Within 2024, MIG capitalized part of the receivable from the wholly owned subsidiary RKB for a gross amount of € 50,000k. In 2024, MIG increased share capital through cash payment in the subsidiary companies MIG LEISURE by € 10k and MIG AVIATION HOLDINGS by € 15k. 8 DISPOSAL GROUPS Discontinued operations within the comparative reporting period (01/01-31/12/2023) The discontinued operations of the comparative period include: the results of ATTICA group for the period 01/01-12/05/2023 (due to its sale on 12/05/2023), and the results of MIG SHIPPING for the period 01/01-12/05/2023 (due to its sale on 12/05/2023). Net results of the Group from discontinued operations The Group’s net result from discontinued operations for the period 01/01-12/05/2023are analyzed as follows: 01/01-12/05/2023 Amounts in € '000 Transportation Sales 140,768 Cost of sales (117,559) Gross profit 23,209 Administrative expenses (11,543) Distribution expenses (8,008) Other operating income 148 Operating profit 3,806 Other financial results (2,571) Financial expenses (8,300) Financial income 105 Share in net gains/(losses) of companies accounted for by the equity method (438) Profit/(Loss) before tax from discontinuing operations (7,398) Income Tax (67) Profit/(Loss) after taxes from discontinued operations (7,465)
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 74
01/01-12/05/2023
Amounts in € '000 Transportation
Reclassification of other comprehensive expenses associated with non- current assets classified as held for sale through the income statement (9,208)
Gains from the sale of the discontinued operations 116,011
Results from discontinued operations 99,338
Attributable to:
Owners of the parent 100,875
Non-controlling interests (1,537)
The following table presents the net cash flows from operating, investing and financing activities pertaining to the discontinued operations for the period 01/01-12/05/2023:
01/01-12/05/2023
Amounts in € '000 Transportation
Net cash flows operating activities 16,292
Net cash flows from investing activities (80,953)
Net cash flow from financing activities (23,468)
Exchange differences in cash, cash equivalents and restricted cash 242
Total net cash flow from discontinued operations (87,887)
Basic earnings per share from discontinued operations for the period 01/01-12/05/2023 amount to € 3.2211, while diluted earnings per share from discontinued operations amounted to € 0.4456 (for the analysis of the calculation please refer to Note 36).
9 OPERATING SEGMENTS The Group applies IFRS 8 “Operating Segments”, under whose requirements the Group recognizes its operating segments based on “management approach” which requires the public information to be based on internal information. The Company’s Board of Directors is the key decision maker and sets the operating segments for the Group. The required information per operating segment is as follows: Revenues and results, assets and liabilities per operating segment are presented as follows:
Total from
Amounts in € '000 Financial Services Real Estate Other continuing operations Discontinued operations Group
01/01-31/12/2024
Revenues from external customers 181 8,558 - 8,739 - 8,739
Operating profit/(loss) (2,968) 3,999 (6) 1,025 - 1,025
Depreciation and amortization expense (249) (26) - (275) - (275)
Profit/(Loss) before tax, financing, investing results and total depreciation charges (2,719) 4,025 (6) 1,300 - 1,300
Other financial results 899 5,818 - 6,717 - 6,717
Fair value adjustments 371 780 - 1,151 - 1,151
Investment properties
Profit on sale of investment property - 273 - 273 273
Income from dividends 185 - - 185 - 185
Financial income 207 41 - 248 - 248
Financial expenses (10) (3,171) - (3,181) - (3,181)
Profit/(Loss) before income tax (1,316) 7,740 (6) 6,418 - 6,418
Αssets as of 31/12/2024 58,015 206,769 - 264,784 - 264,784
Liabilities as of 31/12/2024 2,575 133,723 - 136,298 - 136,298

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 75
Amounts in € '000 Financial Services Real Estate Other Total from continuing operations Discontinued operations Group
01/01-31/12/2023
Revenues from external customers - 7,868 - 7,868 140,768 148,636
Operating profit/(loss) (3,552) 3,448 (11) (115) 3,806 3,691
Depreciation and amortization expense (258) (25) - (283) (16,975) (17,258)
Profit/(Loss) before tax, financing, investing results and total depreciation charges (3,294) 3,473 (11) 168 20,781 20,949
Other financial results 16,806 80 - 16,886 (2,571) 14,315
Fair value adjustments Investment properties - 105 - 105 - 105
Income from dividends 61 - - 61 - 61
Financial income 184 109 - 293 105 398
Financial expenses (9,618) (3,615) - (13,233) (8,300) (21,533)
Share in net loss of companies accounted for by the equity method - - - - (438) (438)
Profit/(Loss) before income tax 3,881 127 (11) 3,997 (7,398) (3,401)
Income tax - - - - (67) (67)
Αssets as of 31/12/2023 108,808 206,902 358 316,068 - 316,068
Liabilities as of 31/12/2023 2,601 191,596 6 194,203 - 194,203
The reconciliation of revenue, operating profit and loss, assets and liabilities of each segment with the respective amounts of the Financial Statements are analyzed as follows:
Amounts in € '000
Revenues 01/01- 31/12/2024 01/01- 31/12/2023
Total revenues for reportable segments 8,739 148,636
Adjustments for :
Discontinued operations - (140,768)
Income statement's revenues 8,739 7,868
Amounts in € '000
Profit 01/01- 31/12/2024 01/01- 31/12/2023
Total profit / (loss) for reportable segments 6,418 (3,401)
Adjustments for :
Discontinued operations - 7,398
Profit before income tax 6,418 3,997
Amounts in € '000
Profit from discontinued operations 01/01- 31/12/2024 01/01- 31/12/2023
Loss before tax from discontinued operations - (7,398)
Adjustments for :
Income tax - (67)
Derecognition of comprehensive income associated with non-current assets classified as held for sale through the income statement - (9,208)
Profit from the sale of the discontinued operations - 116,011
Profit for the period after tax from discontinued operations - 99,338

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 76
Amounts in € '000
Assets 31/12/2024 31/12/2023
Total assets for reportable segments 264,784 316,068
Elimination of receivable from corporate headquarters (45,876) (95,874)
Entity's assets 218,908 220,194
Amounts in € '000
Liabilities 31/12/2024 31/12/2023
Total liabilities for reportable segments 136,298 194,203
Elimination of payable to corporate headquarters (45,876) (95,874)
Entity's liabilities 90,422 98,329
Disclosure of geographical information:
Amounts in € '000
Segment results 31/12/2024 Greece European countries Other countries Group
Revenues from external customers 181 8,558 - 8,739
Non-current assets* 3,627 204,059 - 207,686
Amounts in € '000
Segment results as of 31/12/2023 Greece European countries Other countries Group
Revenues from external customers - 7,868 - 7,868
Revenues from external customers (discontinued operations) 126,146 12,970 1,652 140,768
Non current assets 31/12/2023 352 204,342 - 204,694
* Non- current assets do not include the “Financial Assets” as well as the “Deferred Tax Assets” as in compliance with the provisions of IFRS 8. Disclosure of major customer: 13.5% of total revenue from the real estate operating segment comes from one customer.
10 PROPERTY, PLANT AND EQUIPMENT & RIGHT-OF-USE ASSETS 10.1 Property, plant and equipment The changes in the Group’s property, plant and equipment account are analyzed as follows:
THE GROUP
Amounts in € '000 Land & Buildings Furniture & Fittings Total
Gross book value as of 01/01/2024 438 1,102 1,540
Additions - 15 15
Disposals / Write-offs - (40) (40)
Gross book value as of 31/12/2024 438 1,077 1,515
Accumulated depreciation as of 01/01/2024 (347) (985) (1,332)
Depreciation charges (78) (37) (115)
Depreciation of disposals / write-offs - 40 40
Accumulated depreciation as of 31/12/2024 (425) (982) (1,407)
Net book value as of 31/12/2024 13 95 108

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 77
Amounts in € '000 Land & Buildings Machinery & Vehicles Furniture & Fittings Total
Gross book value as of 01/01/2023 434 30 1,157 1,621
Additions - - 26 26
Other movements/Reclassifications 4 (30) (81) (107)
Gross book value as of 31/12/2023 438 - 1,102 1,540
Accumulated depreciation as of 01/01/2023 (264) (30) (1,016) (1,310)
Depreciation charges (79) - (50) (129)
Other movements/Reclassifications (4) 30 81 107
Accumulated depreciation as of 31/12/2023 (347) - (985) (1,332)
Net book value as of 31/12/2023 91 - 117 208
The changes in the Company’s property, plant and equipment account are analyzed as follows:
THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023
Land & Buildings Furniture & Fittings Total Land & Buildings Furniture & Fittings Total
Gross book value at the beginning 438 1,024 1,462 438 1,003 1,441
Additions - 2 2 - 21 21
Disposals / Write-offs - (36) (36) - - -
Gross book value at the end 438 990 1,428 438 1,024 1,462
Accumulated depreciation at the beginning (347) (942) (1,289) (268) (898) (1,166)
Depreciation charges (78) (30) (108) (79) (44) (123)
Depreciation of disposals / write-offs - 36 36 - - -
Accumulated depreciation at the end (425) (936) (1,361) (347) (942) (1,289)
Net book value at the end 13 54 67 91 82 173
10.2 Right-of-use assets Unamortized value of right-of-use assets as at 31/12/2024 and as at 31/12/2023 and amortizations for the annual period 01/01-31/12/2024 and the respective annual comparative period regarding the Group and the Company per assets category are recorded below as follows:
THE GROUP
Amounts in € '000 Land & Buildings Machinery & Vehicles Furniture & Fittings Total
Book value as of 01/01/2024 688 60 - 748
Additions - 125 22 147
Termination of leasing contracts - (34) - (34)
Gross book value as of 31/12/2024 688 151 22 861
Accumulated depreciation as of 01/01/2024 (554) (41) - (595)
Depreciation charges (115) (18) (4) (137)
Termination of leasing contracts - 34 - 34
Accumulated depreciation as of 31/12/2024 (669) (25) (4) (698)
Net book value as of 31/12/2024 19 126 18 163
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 78
THE GROUP
Amounts in € '000 Land & Buildings Machinery & Vehicles Furniture & Fittings Total
Book value as of 01/01/2023 688 60 14 762
Termination of leasing contracts - - (14) (14)
Gross book value as of 31/12/2023 688 60 - 748
Accumulated depreciation as of 01/01/2023 (439) (27) (10) (476)
Depreciation charges (115) (14) (4) (133)
Termination of leasing contracts - - 14 14
Accumulated depreciation as of 31/12/2023 (554) (41) - (595)
Net book value as of 31/12/2023 134 19 - 153
THE COMPANY
Amounts in € '000 Land & Buildings Machinery & Vehicles Furniture & Fittings Total
Book value as of 01/01/2024 688 26 - 714
Additions - 26 22 48
Gross book value as of 31/12/2024 688 52 22 762
Accumulated depreciation as of 01/01/2024 (554) (14) - (568)
Depreciation charges (115) (8) (4) (127)
Accumulated depreciation as of 31/12/2024 (669) (22) (4) (695)
Net book value as of 31/12/2024 19 30 18 67
THE COMPANY
Amounts in € '000 Land & Buildings Machinery & Vehicles Furniture & Fittings Total
Book value as of 01/01/2023 688 26 14 728
Termination of leasing contracts - - (14) (14)
Gross book value as of 31/12/2023 688 26 - 714
Accumulated depreciation as of 01/01/2023 (439) (9) (10) (458)
Depreciation charges (115) (5) (4) (124)
Termination of leasing contracts - - 14 14
Accumulated depreciation as of 31/12/2023 (554) (14) - (568)
Net book value as of 31/12/2023 134 12 - 146
11 INTANGIBLE ASSETS The intangible assets at Group level for the years 2024 and 2023 are briefly presented in the following tables:

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 79
THE GROUP
31/12/2024 31/12/2023
Amounts in € '000 Computer Software Other Total Computer Software Other Total
Gross book value at the beginning 970 126 1,096 1,019 169 1,188
Additions 64 - 64 - - -
Disposals (24) - (24) - - -
Other movements/Reclassifications - - - (49) (43) (92)
Gross book value at the end 1,010 126 1,136 970 126 1,096
Accumulated depreciation at the beginning (927) (126) (1,053) (955) (169) (1,124)
Depreciation charges (23) - (23) (21) - (21)
Depreciation of disposals 24 - 24 - - -
Exchange differences on cost - - - - - -
Other movements/Reclassifications - - - 49 43 92
Accumulated depreciation at the end (926) (126) (1,052) (927) (126) (1,053)
Net book value at the end 84 - 84 43 - 43
The intangible assets of the Company for the years 2024 and 2023 are briefly presented in the following table and pertain solely to software programs:
THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023
Gross book value at the beginning 746 746
Additions 64 -
Gross book value at the end 810 746
Accumulated depreciation at the beginning (736) (725)
Depreciation charges (14) (11)
Accumulated depreciation at the end (750) (736)
Net book value at the end 60 10
12 INVESTMENTS IN SUBSIDIARIES Analysis of changes in investments in subsidiaries The Company’s subsidiaries are presented in Note 2. The book value of investments in subsidiaries is analyzed as follows:
Amounts in € '000 THE COMPANY
Company 31/12/2024 31/12/2023
JSC ROBNE KUCE BEOGRAD DOO 96,729 67,824
MIG LEISURE LIMITED 7 9
MIG AVIATIΟN HOLDINGS LTD 6 3
MIG MEDIA S.A. - 75
ATHENIAN INVESTMENTS HOLDINGS S.A. - -
Total 96,742 67,911
The analysis of the “Investments in subsidiaries” account for the current and previous year is as follows:

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 80
THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023
Opening balance 67,911 345,411
Changes in share capital of subsidiaries (50) 83
Disposals of subsidiaries - (345,325)
Loss from investment in subsidiaries and associates at fair value recognised in profit and loss (24) (84)
Reversal of loss from investment in subsidiaries recognised in profit and loss 5,068 79
Capitalasation of asset 23,837 67,747
Closing balance 96,742 67,911
In December 2024 a part of the receivable from subsidiary RKB amounting to € 50,000k was capitalized, on which an impairment of € 26,164k had been recognized in previous years and therefore the recoverable amount of the investment in RKB at the date of capitalization amounted to € 23,837k (see Note 15). In compliance with the applied accounting policies and provisions of IAS 36, the Company conducts a relevant impairment test regarding its assets at the end of each annual reporting period, given that relative impairment indications are effective. The relevant test can be conducted earlier if there is evidence of potentially arising impairment loss. The evaluation focuses both - on endogenous as well as exogenous parameters.
13 OTHER FINANCIAL ASSETS AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS The analysis of other financial assets and other financial assets at fair value through profit or loss of the Group and the Company is as follows:
THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Sort-term financial assets Sort-term financial assets Sort-term financial assets Sort-term financial assets
Financial assets measured at fair value through P&L
Shares listed in ASE 4,455 3,978 4,455 3,978
Shares listed in foreign stock exchanges 638 4 638 -
Βank bonds 2,131 1,295 2,131 1,295
Corporate entity bonds 223 - 223 -
Greek Government Treasury Bills - 495 - 495
Total 7,447 5,772 7,447 5,768
Change in other financial assets and other financial assets at fair value through profit or loss of the Group and the Company is analyzed as follows:
THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Sort-term financial assets Long-term financial assets Sort-term financial assets Sort-term financial assets Sort-term financial assets
Opening balance 5,772 5 526 5,768 526
Additions 12,743 - 9,111 12,743 9,111
Disposals (11,238) - (3,981) (11,234) (3,981)
Increase / (Decrease) from fair value adjustments through P&L 170 - 120 170 121
Decrease - Return of share capital - - (9) - (9)
Other movements - (5) 5 - -
Closing balance 7,447 - 5,772 7,447 5,768

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 81 14 INVESTMENT PROPERTIES The Group's investment property items are determined under the fair value method of IAS 40, as follows:
THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Opening net book value 204,091 203,672 - -
Additions 3,496 1,401 3,039 -
Disposals (1,598) (1,087) - -
Fair value adjustments on Investment properties 1,151 105 371 -
Closing net book value 207,140 204,091 3,410 -
Investment properties as of 31/12/2024 include investment properties of the subsidiary RKB with a total value of € 203,730k on which there are prenotations to secure RKB’s borrowings (see Note 41.2) as well as an investment property of the Company acquired on 26/01/2024, with a total value of € 3,410k. Investment properties are initially measured at cost including transaction costs. During the year 2024, the Group proceeded to the revaluation of the fair value of the real estate portfolio of RKB and the Company, assigning the valuation work to an independent real estate valuation firm. The revaluation of the fair value of these investment properties resulted in an increase for both RKB s and the Company's properties of € 780 k and € 371k respectively, which is included in the item Fair value adjustment of investment properties in the consolidated income statement for the year 2024. The change compared to 31/12/2023 is due to the purchase of an investment property by the Company for € 3,039k, additions during the period to the properties of RKB for € 457k, the sale of investment properties by the subsidiary RKB for a consideration of € 1,870k, recording a gain of € 273 k and the fair value revaluation. The proceeds from the sale were entirely used to repay the company's loan liabilities. In addition, the following amounts related to investment properties have been recognized in profit or loss:
THE GROUP
Amounts in € '000 01/01- 31/12/2024 01/01- 31/12/2023
Ιncome from leases from investment property 8,739 7,868
Operating expenses related to investment property from which the Group received income from leasing 1,782 1,068
Operating expenses related to investment property from which the Group did not received income from leasing 1,610 2,172
15 OTHER NON-CURRENT ASSETS The other non-current assets of the Group and the Company are presented as follows:
THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Guarantees 23 23 23 23
Other long-term receivables 168 176 - -
Other long-term receivables from related parties - - 45,866 95,866
Less: Impairment provisions - - (23,684) (52,519)
Net book value 191 199 22,205 43,370

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 82 Other long-term receivables from related parties in the separate financial statements include a receivable from RKB in the context of repaying its loan obligations by MIG in the previous years due to the forfeiture of a corporate guarantee. As at 31/12/2023, the gross amount stood at € 95,866k against which an accumulated impairment provision of € 52,519k had been made. In 2024, a gross amount of € 50,000k was capitalized (net amount after accumulated impairment provisions of € 23,837k) which was recognized in investments in subsidiaries (see Note 12). The gross amount of the receivable as at 31/12/2024 stood at € 45,866k (net amount after accumulated impairment provisions of € 22,182k). Changes in provision for impairment regarding the Company for 2024 and 2023 are presented below as follows:
THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023
Balance at the beginning (52,519) (134,821)
Reversal of impairment 2,671 49
Reclassification in Investment in Subsidiaries 26,164 82,253
Closing balance (23,684) (52,519)
16 TRADE AND OTHER RECEIVABLES Trade and other receivables of the Group are analyzed as follows:
THE GROUP
Amounts in € '000 31/12/2024 31/12/2023
Trade receivables 7,024 7,177
Intercompany accounts receivable 1 2
Less: Impairment provisions (5,532) (5,732)
Net trade receivables 1,493 1,447
Advances to suppliers 1,085 1,198
Less: Impairment provisions (1,078) (1,154)
Total 1,500 1,491
Changes in provisions for bad trade receivables of the Group within the years ended as at 31/12/2024 and 31/12/2023 are as follows:
THE GROUP
Amounts in € '000 31/12/2024 31/12/2023
Opening balance (6,886) (7,022)
Additional provisions (87) (210)
Utilised provisions 367 352
Exchange differences (4) (6)
Closing balance (6,610) (6,886)
17 OTHER CURRENT ASSETS The Group’s and Company’s other current assets are analyzed as follows :
THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Receivables from the state 104 76 44 9
Accrued income 355 332 81 42
Prepaid expenses 123 132 56 75
Other receivables 62 347 38 292
Total 644 887 219 418
Less: Impairment Provisions (18) (42) - -
Net receivables 626 845 219 418

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 83 In the Company's Other receivables for the year 2023, included an advance payment of € 280k for the investment property purchased during the year (see note 14). Changes in impairment provisions for the Group’s other current assets for the years 202 4 and 2023 are as follows:
THE GROUP
Amounts in € '000 31/12/2024 31/12/2023
Balance at the beginning (42) (40)
Additional provisions (1) (2)
Decreases 20 -
Reversal of provisions 5 -
Closing balance (18) (42)
18 CASH AND CASH EQUIVALENTS The Group’s and the Company’s cash, cash equivalents and restricted deposits are analyzed as follows:
THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Cash in hand 2 1 2 1
Cash equivalent balance in bank 922 1,571 94 541
Time deposits 725 5,820 725 5,820
Total cash and cash equivalents 1,649 7,392 821 6,362
Cash and cash equivalents in € 857 6,755 820 6,362
Cash and cash equivalents in foreign currency 792 637 1 -
Total cash and cash equivalents 1,649 7,392 821 6,362
Bank deposits receive a floating interest rate which is based on the banks’ monthly deposit interest rates. The interest income on cash and time deposits is accounted for on an accrued basis and is included in “Financial Income” in the Income Statement
.
19 SHARE CAPITAL AND SHARE PREMIUM Αs of 31/12/2024, the Company's share capital amounts to twelve million five hundred twenty-six thousand eight hundred ten euro (€ 12,526,810.00), fully paid, divided into thirty-one million three hundred seventeen thousand twenty-five (31,317,025) registered shares of nominal value forty cents (€ 0.40). Every share of the Company provides the right to one vote. As at 31/12/2024, share premium stands at € 100,000k . 20 OTHER RESERVES The Group’s other reserves are analyzed as follows :
THE GROUP
Amounts in € '000 Statutory Reserve Special reserves Other reserves Translation reserves Total
Opening Balance as of 01/01/2024 32,140 501 306 - 32,947
Stock options granted to company employees - - 209 - 209
Closing balance as of 31/12/2024 32,140 501 515 - 33,156
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 84
THE GROUP
Amounts in € '000 Statutory Reserve Special reserves Other reserves Translation reserves Total
Opening Balance as of 01/01/2023 32,140 501 307 (66) 32,882
Exchange differences - - - 66 66
Other adjustments - - (1) - (1)
Closing balance as of 31/12/2023 32,140 501 306 - 32,947
The Company’s other reserves are analyzed as follows :
THE COMPANY
Amounts in € '000 Statutory Reserve Special reserves Other reserves Total
Opening Balance as of 01/01/2024 32,140 501 306 32,947
Stock options granted to company employees - - 209 209
Closing balance as of 31/12/2024 32,140 501 515 33,156
THE COMPANY
Amounts in € '000 Statutory Reserve Special reserves Other reserves Total
Opening Balance as of 01/01/2023 32,140 501 306 32,947
Current year movements - - - -
Closing balance as of 31/12/2023 32,140 501 306 32,947
21 EMPLOYEE SHARE BASED REMUNERATION The General Meeting of 03/03/2023 decided to establish a stock option plan for the Company's members of the Board of Directors (excluding independent non-executive members, in accordance with article 9 par. 2 a of Law 4706/2020) and executives of the Company, including people providing services to the Company on a regular basis (hereinafter referred to as "the Program"). The rights will relate to new common registered shares with voting rights which will result from an increase in the Company's share capital. The total nominal value of the shares to be issued in case of exercise of all the options will not exceed the amount of six hundred and twenty-five thousand two hundred euros (€ 625,200.00). The exercise price of the rights was set, in accordance with Article 35 par. 2 of Law 4548/2018, the nominal value of the shares, i.e. the price of forty euro cents (€ 0.40). The duration of the Program was set at 5 years. Furthermore, the Board of Directors was authorized, upon the recommendation of the Company's Remuneration Committee, to determine the beneficiaries within the circle of the aforementioned people and to decide once or gradually the allocation of the options to them, to specify (and modify during the duration of the Plan) the other terms of the Plan and to regulate during the Plan any other relevant issue within the framework of the resolution of the General Meeting and the applicable legislation. Pursuant to the aforementioned authorization, the Board of Directors of the Company decided on 19/12/2024, in accordance with article 113 of Law 4548/2018, to specify the terms of the Program and to grant for the current financial year a total of 82,975 stock option rights, corresponding to an equal number of shares (i.e. 0.265% of the paid-up share capital) of the Company to 5 beneficiaries, in partial implementation of the Program. The stock option plan aims to recognize the individual performance of each beneficiary, to align the incentives provided to beneficiaries with the long-term interests of the Company and to encourage the long-term retention of beneficiaries in the Company's workforce. The key terms of the Program are as follows: Exercise price: The exercise price of the rights throughout the duration of the Program will amount to the current nominal value of the share , i.e. the amount of forty cents (€0.40) per share, subject to

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 85 adjustment in case of corporate actions or events, by decision of the Board of Directors, upon the recommendation of the Remuneration Committee. Maximum number of new shares: The maximum number of shares that will be issued, if all the rights are granted and exercised, will amount to 1,563,000 common nominal voting shares of the Company, corresponding to 4.9909% of its existing paid-up share capital. Beneficiaries: The determination of the list of beneficiaries of the Program within the circle of people determined by the General Assembly and the allocation of a corresponding number of rights to each of them is made once or in stages during the Program, by one or more decisions of the Board of Directors, following a recommendation of the Remuneration Committee. Exercise: Each beneficiary has the right, but not the obligation, to exercise all or part of his rights during the first ten days of March, June, September and December of each year. A prerequisite for exercising the rights is the maintenance at the time of exercise of the membership of the Board of Directors or of an employment or paid mandate relationship with the Company or the provision of services to the Company on a permanent basis. Retention: The beneficiary is obliged to retain 50% of the shares resulting from the exercise of his/her rights for a minimum period of six (6) months from the date of admission of these shares to trading on the Athens Exchange. The expense for the rights granted amounted to € 209 k and was charged to the results of the current year of the Group and the Company with an equivalent increase in Equity. 22 EMPLOYEE RETIREMENT BENEFITS OBLIGATIONS In accordance with the labor legislation of the countries, in which the Group operates, employees are entitled to compensation in case of dismissal or retirement. With regards to subsidiaries domiciled in Greece (being the largest part of Group’s activitie s), the amount of compensation varies depending on the employee’s salary, the years of service and the mode of stepping down (redundancy or retirement). Employees who resigned or dismissed on justifiable reasons are not entitled to compensation. In case of retirement, a lump sum compensation shall be paid pursuant to Law 2112/20. The Group recognizes as a liability the present value of the legal commitment for the lump sum compensation payment to personnel stepping down due to retirement. These are non-financed defined benefit plans according to IAS 19 and the relevant liability was calculated on the basis of an actuarial study. The analysis of the liability for employee benefits due to retirement of the Group and the Company is as follows:
THE GROUP THE COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Amounts in € '000 Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit plans (Non financed)
Defined benefit obligation 132 116 101 87
Classified as :
Non-Current Liability 132 116 101 87
The amounts recognized in the Group’s and the Company’s Income Statement are as follows :

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 86
THE GROUP THE COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Amounts in € '000 Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit plans (Non financed)
Current service costs 12 13 10 10
Past service costs 99 59 99 59
Net Interest on the defined obligation 3 2 3 2
Total expenses recognized in profit or loss 114 74 112 71
The amounts recognized in the Group’s and the Company’s Statement of Comprehensive Income are as follows:
THE GROUP THE COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Amounts in € '000 Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit plans (Non financed)
Actuarial gains /(losses) from changes in demographic assumptions - (3) - (3)
Actuarial gains /(losses) from changes in financial assumptions (3) 7 (3) 7
Actuarial losses (gains) from changes in experience (3) (6) (3) (6)
Total income /(expenses) recognized in other comprehensive income (6) (2) (6) (2)
The changes in the present value of the defined contribution plan liability of the Group and the Company are as follows:
THE GROUP THE COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Amounts in € '000 Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit plans (Non financed)
Defined benefit obligation 1st January 116 105 87 77
Current Service cost 12 13 10 10
Interest expense 3 2 3 2
Actuarial losses (gains) in liability 6 2 6 2
Benefits paid (104) (65) (104) (63)
Past service cost 99 59 99 59
Defined benefit obligation 31st December 132 116 101 87
The main actuarial assumptions applied for the aforementioned accounting purposes are described below:
THE GROUP THE COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Discount rate 2.90% 3.82% 2.90% 3.82%
Expected rate of salary increases 2.50% 2.50% 2.50% 2.50%
Inflation 2.00% 2.10% 2.00% 2.10%
The above assumptions were made by the Management in collaboration with an independent actuary, who prepared the actuarial study. The key actuarial assumptions used for determining the liabilities are the discount rate and the expected change in wages. The following table summarizes the effects on the actuarial liability arising from potential changes in the assumptions.
THE GROUP THE COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Amounts in € '000 Discount rate Discount rate Discount rate Discount rate
0,5% -0,5% 0,5% -0,5% 0,5% -0,5% 0,5% -0,5%
Increase (decrease) in the defined liability (2) 2 (2) 2 (2) 2 (2) 2
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 87
Expected rate of salary Expected rate of Expected rate of Expected rate of
increases salary increases salary increases salary increases
0,5% -0,5% 0,5% -0,5% 0,5% -0,5% 0,5% -0,5%
Increase (decrease) in the defined liability 1 (1) 1 (1) 1 (1) 1 (1)
23 BORROWINGS The Group’s and the Company’s borrowings on 31/12/202 4 are analysed as follows:
THE GROUP
Amounts in € '000 31/12/2024 31/12/2023
Long-term borrowings
Bank loans 84,445 91,902
Less: Long-term loans payable in the next 12 months (306) (79)
Total long-term borrowings 84,139 91,823
THE GROUP
Amounts in € '000 31/12/2024 31/12/2023
Short-term borrowings
Plus: Long-term loans payable in the next 12 months 306 79
Total short-term borrowings 306 79
The total financial cost of long-term and short-term loan liabilities as well as finance leases for the annual period 01/01-31/12/2024 (and the respective comparative period) is included in “Financial expenses” of the consolidated and separate Income Statement. RKB’s borrowing In June 2024, the restructuring of RKB’s bank borrowing was completed by refinancing the Tranche A of an existing loan of nominal value of € 57.1 m. In the context of the restructuring, it was agreed the interest rate reduction, the extension of the loan maturity until June 2032 and the repayment of the capital in annual fixed installments of € 0.3 m for the first seven (7) years and any remaining balance at the maturity of the loan. For Tranche B of the existing loan of nominal value of € 31.2 m, the repayment term was also extended until June 2032. The already registered pre-notices of mortgages over RKB's real estate properties are maintained to secure its loan liabilities. In accordance with the requirements of IFRS 9 ‘Financial instruments’, RKB assessed whether the restructuring of its bank borrowing relates to a material or non-material modification of the terms of the loans. The assessment has shown that the restructuring of RKB’s bank borrowing constitutes a non-material change to the terms of the loans, and therefore the accounting for the change (modification accounting) has been applied. The accounting profit of € 5.8 m , from the loan restructuring was recognized under “Other financial results of the consolidated Income Statement (refer to note 33). Within 2024 the company reduced its borrowing by € 1.9 m, using the proceeds received from the disposal of its investment properties (see note 14). As at 31/12/2024, the carrying amount of the loan commitments of RKB is € 84.4 m (nominal value € 86.4 m). The average interest rate for RKB for the period ended 31/12/2024 was 3.36% (31/12/2023: 3.98%). 23.1 Table of loan liabilities future repayments Regarding the long-term and short-term loans, the table below presents future repayments for the Group on 31/12/2024 and 31/12/2023.

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 88
THE GROUP
Amounts in € '000 31/12/2024 31/12/2023
Within 1 year 306 79
After 1 year but not more than 5 years 1,200 88,269
More than 5 years 84,879 -
86,385 88,348
23.2 Lease liabilities Future minimum lease payments in relation to the present value of the net minimum payments for the Group and the Company as at 31/12/2024 and 31/12/2023 are analyzed as follows:
THE GROUP THE COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Amounts in € '000 Future minimum lease payments Net present value Future minimum lease payments Net present value Future minimum lease payments Future minimum lease payments Net present value Net present value
Within 1year 64 58 166 160 42 40 158 153
After 1year but not more than 5 years 126 112 32 33 38 34 32 33
More than 5 years - - 2 - - - 2 -
Total of future minimum lease payments 190 170 200 193 80 74 192 186
Less: Interest expenses (20) - (7) - (6) - (6) -
Total of present value of future minimum lease payments 170 170 193 193 74 74 186 186
The total financial cost of the long-term and short-term loan liabilities as well as the finance lease obligations for the financial year ended on 31/12/2024 is included in the account “Financial expenses” of the consolidated and separate Income Statement (see Note 34). The Group has chosen not to recognize lease liabilities for short-term leases (leases with a maturity less than 12 months) or for low-value leases. Lease payments for these leases are recognized as an expense in the Income Statement using the fixed method. In addition, specific variable leases are not included in the initial recognition of lease liabilities and are recognized as an expense in the Income Statement, as they occur. Variable leases include, inter alia, leases determined on the basis of sales from the use of the identified asset. The expense related to the payment of leases that is not included in the measurement of lease liabilities which was recognized in the Income Statement for the annual period 01/01-31/12/2024 amounted to € 32k (01/01-31/12/2023: € 37k) and € 12k (01/01-31/12/2023: € 18k) for the Group and Company, respectively. On 31/12/2024, the Group and the Company had no commitments for short-term leases. The total cash outflows for leases for the fiscal year 2024 amounted for the Group to € 17 8k (01/01- 31/12/2023: € 170k), while for the Company they amounted to € 1 67k for the fiscal year 2024 (01/01- 31/12/2023: € 158k).
24 CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES Changes in liabilities arising from financing activities of the Group and the Company for FY ended as at 31/12/2024 and 31/12/2023 are presented below as follows:

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 89
THE GROUP
Amounts in €'000 Long-term borrowings Short-term debt Lease liabilities Total
01/01/2024 91,823 79 193 92,095
Cash flows:
Repayments (58,940) - (178) (59,118)
Proceeds 57,050 - - 57,050
Non cash changes:
Increases / Decreases - - 146 146
Reclassifications (305) 305 - -
Modification/restructuring (5,751) - - (5,751)
Other changes 262 (78) 9 193
31/12/2024 84,139 306 170 84,615
THE GROUP
Long-term Short-term
Amounts in €'000 Lease liabilities Total
borrowings debt
01/01/2023 525,872 2,148 347 528,367
Cash flows:
Repayments - - (170) (170)
Non cash changes:
Reclassifications (79) 79 - -
Other changes (433,970) (2,148) 16 (436,102)
31/12/2023 91,823 79 193 92,095
THE COMPANY
Amounts in €'000 Long-term borrowings Short-term debt Lease liabilities Total
01/01/2024 - - 186 186
Cash flows:
Repayments - - (167) (167)
Non cash changes:
Increases / Decreases - - 48 48
Other changes - - 7 7
31/12/2024 - - 74 74
THE COMPANY
Long-term Short-term Lease
Amounts in €'000 Total
borrowings debt liabilities
01/01/2023 435,283 1,314 331 436,928
Cash flows:
Repayments - - (158) (158)
Non cash changes:
Other changes (435,283) (1,314) 13 (436,584)
31/12/2023 - - 186 186

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 90 25 PROVISIONS The provision of € 1,890 k relates to other liabilities of the subsidiary RKB that may arise in relation to settlement of properties’ restitution procedures. 26 OTHER LONG-TERM LIABILITIES Other long-term liabilities of the Group include mainly clients guarantees under the terms of the lease agreements of the subsidiary RKB. 27 SUPPLIERS AND OTHER LIABILITIES The Group’s trade payables are analyzed as follows :
THE GROUP
Amounts in € '000 31/12/2024 31/12/2023
Suppliers 658 989
Customers' advances 118 277
Total 776 1,266
There is no analysis of the Company’s trade payables since the Company is a holding company . The trade liabilities of the subsidiary company RKB are settled within 2 months.
28 OTHER SHORT-TERM LIABILITIES The Group’s and the Company’s other short -term liabilities are analyzed as follows:
THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Social security insurance 45 48 45 48
Other Tax liabilities 257 288 77 78
Salaries and wages payable 11 - - -
Accrued expenses 996 2,813 986 909
Other Liabilities 1,423 1,476 1,280 1,282
Accrued Interest expenses 48 83 - -
Total 2,780 4,708 2,388 2,317
29 SALES The Group’s sales are analyzed as follows:
THE GROUP
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023
Rental income from investment properties 8,739 7,868
Total from continuing operations 8,739 7,868
Total from discontinued operations - 140,768
Total 8,739 148,636
The above income from investment property leases includes variable rentals calculated based on turnover, for a total amount of € 653 k for 2024 (2023: € 556 k). Future total minimum rents receivable under non-cancelable operating lease agreements, excluding future adjustments, are as follows:

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 91
THE GROUP
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023
Within 1year 7,162 8,220
After 1year but not more than 5 years 13,472 18,280
More than 5 years 6,360 7,966
Total 26,994 34,466
30 COST OF SALES ADMINISTRATIVE DISTRIBUTION EXPENSES The cost of sales, administrative and distribution expenses of the Group are analyzed as follows:
THE GROUP
01/01-31/12/2024 01/01-31/12/2023
Amounts in € '000 Cost of sales Administrative expenses Distribution expenses Total Cost of sales Administrative expenses Distribution expenses Total
Staff costs - 2,383 - 2,383 - 2,206 - 2,206
Tangible assets depreciations - 115 - 115 - 129 - 129
Intangible assets depreciations - 23 - 23 - 21 - 21
Right-of-use assets depreciations - 137 - 137 - 133 - 133
Third party expenses 923 1,272 - 2,195 909 1,736 - 2,645
Third party benefits 768 30 - 798 965 38 - 1,003
Leases - 32 - 32 - 37 - 37
Taxes & Duties - 57 - 57 - 9 - 9
Provisions - - 88 88 - - 211 211
Insurance 44 31 - 75 40 187 - 227
Repairs and maintenance 1,643 345 - 1,988 1,309 348 - 1,657
Other advertising and promotion expenses - 12 12 - 12 - 12
Other expenses 13 319 4 336 17 292 4 313
Total costs from continuing operations 3,391 4,756 92 8,239 3,240 5,148 215 8,603
Total costs from discontinued operations - - - - 117,559 11,543 8,008 137,110
Total 3,391 4,756 92 8,239 120,799 16,691 8,223 145,713
For the annual period 2024, there are no fees for the statutory auditor or the auditing firm related to permitted non-audit services.
The Company’s operating expenses are analyzed as follows:
THE COMPANY
01/01-31/12/2024 01/01-31/12/2023
Amounts in € '000 Fees and other expenses to third parties Staff costs Other expenses Total Fees and other expenses to third parties Staff costs Other expenses Total
Staff costs - 1,593 - 1,593 - 1,371 - 1,371
Third party expenses 487 - 428 915 806 - 454 1,260
Third party benefits - - 30 30 - - 38 38
Leases - - 12 12 - - 18 18
Taxes & Duties - - 47 47 - - 6 6
Insurance - - 31 31 - - 187 187
Repairs and maintenance - - 230 230 - - 241 241
Other advertising and promotion expenses 12 - - 12 12 - - 12
Other expenses - - 194 194 6 - 168 174
Total 499 1,593 972 3,064 824 1,371 1,112 3,307

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 92 31 OTHER OPERATING INCOME The Group’s and the Company’s other operating income is analyzed as follows:
THE GROUP THE COMPANY
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023 01/01-31/12/2024 01/01-31/12/2023
Rental income - - 181 1
Income from reversal of unrealized provisions 269 410 71 0
Income from services provided - - 120 96
Other income 1,162 1,094 4 3
Other operating income from continuing operations 1,431 1,504 376 100
Other operating income from discontinued operations - 148 - -
Total other operating income 1,431 1,652 376 100
32 OTHER OPERATING EXPENSES The other operating expenses for the Group are presented as follows:
THE GROUP
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023
Real estate tax and other taxes 903 879
Other expenses 3 5
Total other operating expenses 906 884
33 OTHER FINANCIAL RESULTS The Group’s and the Company’s other financial results are analyzed as follows :
THE GROUP
Amounts in € '000 01/01- 31/12/2024 01/01-31/12/2023
Profit / (loss) from financial instruments measured at fair value through profit/loss 170 120
Profit / (loss) from the sale of financial instruments measured at fair value through P&L 711 508
Fair value adjustments Investment properties - 105
Results from derivatives 19 -
Gains from loan derecognition - 16,178
Foreign exchange profit/(loss) 8 3
Profit from the sale of investment properties - 21
Other financial results 5,809 56
Other financial results income from continuing operations 6,717 16,991
Other financial results income from discontinued operations (Note 8) - 113,440
Total of other financial results 6,717 130,431
“Other financial results” of the Group include the profit of € 5,751k arising from the modification/restructuring of the bank borrowing of the subsidiary RKB in accordance with IFRS 9 (see note 23). The results of the comparative period include the profit of € 16,178k from the derecognition of MIG's loan obligations. Under “Other financial results from discontinued operations” of the comparative period, are included the other financial results of the discontinued operation and the profit from the sale of ATTICA (see note 8).
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 93
THE COMPANY
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023
Gains/(losses) from sale of subsidiaries and associates - 84,300
Result from subsidiaries liquidation 271 -
Impairment losses of investments and other assets (24) (83)
Profits from reversal of impairment (Note 12 & 15) 7,740 128
Total income/(expenses) from investments in subsidiaries & other financial assets 7,987 84,345
Fair value profit/(loss) of financial assets at fair value through P&L 170 121
Profit/(loss) from sale of financial assets at fair value through P&L 711 508
Fair value adjustments Investment properties 371 -
Income from dividends 185 61
Results from derivatives 19 -
Foreign exchange profit/(loss) (1) (1)
Total income/(expenses) from financial assets at fair value through profit or loss 1,455 689
Οther financial results - 16,178
Profit from sale of subsidiaries and associates include the profit from the sale of ATTICA of € 84,300k.
34 FINANCIAL EXPENSES AND INCOME The Group’s and the Company’s financial expenses are analyzed as follows :
THE GROUP THE COMPANY
Amounts in € '000 01/01- 31/12/2024 01/01- 31/12/2023 01/01- 31/12/2024 01/01- 31/12/2023
Interest expenses from long-term loans 3,165 3,605 - -
Interest expenses from bonds - 9,579 - 9,579
Interest expense of rights of use 8 13 7 13
Other interest related expenses 8 36 1 21
Financial expenses from continuing operations 3,181 13,233 8 9,613
Financial expenses from discontinued operations - 8,300 - -
Total financial expenses 3,181 21,533 8 9,613
The Group’s and the Company’s financia l income is analyzed as follows:
THE GROUP THE COMPANY
Amounts in € '000 01/01- 31/12/2024 01/01- 31/12/2023 01/01- 31/12/2024 01/01- 31/12/2023
Bank interest 74 221 39 118
Interest from customers 6 6 - -
Interest from bonds 168 66 168 66
Financial income from continuing operations 248 293 207 184
Financial income from discontinued operations - 105 - -
Total financial income 248 398 207 184

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 94 35 INCOME TAX Income tax (from both - continuing and discontinued operations) presented in the Financial Statements is analyzed for both the Company and the Group as follows:
THE GROUP THE COMPANY
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023 01/01-31/12/2024 01/01-31/12/2023
Total income tax from continuing operations - - - -
Income tax from discontinued operations - 67
Total income tax - 67 - -
Reconciliation of the income tax amount - as defined by applying the Greek tax rate to the income before tax - is summarized as follows:
THE GROUP THE COMPANY
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023 01/01-31/12/2024 01/01-31/12/2023
Losses before income tax from continuing operations 6,418 3,997 6,704 88,318
Nominal Tax rate 22% 22% 22% 22%
Presumed tax on income 1,412 879 1,475 19,430
Tax adjustments in respect of:
Non-taxable income - - - -
Offset due to accumulated losses from previous financial periods (893) (970) (1,489) (19,507)
Losses of the year for which was not recognized deferred tax asset 6 22 - -
Non-tax deductible expenses 14 82 14 82
Effects from differences in tax rates of foreign subsidiaries (539) (8) - -
Other - (5) - (5)
Total tax from continuing operations - - - -
The Group and the Company have a contingent liability for additional penalties and taxes from the tax non-audited years for which sufficient provisions have been made (see Note 41.4). The tax unaudited years of the Company and consolidated companies of the Group are presented in Note 2.As of December 31, 2024, the Company and its subsidiaries have accumulated tax losses. No related deferred tax asset has been recognized in the financial statements of the Company and the Group due to the uncertainty regarding the availability of future taxable profit against which these tax losses may be utilized. The tax rate applicable for the years 2024 and 2023 for Greek companies is 22%, while for companies in Serbia it is 15%. It is noted that the Company does not fall within the scope of Law 5100/2024, which incorporates into Greek law the Council Directive (EU) 2022/2523 of 14 December 2022 on ensuring a worldwide minimum level of taxation of multinational enterprise groups and large domestic groups in the EU (Pillar II). The provisions of the aforementioned law apply to the parent company PIRAEUS FINANCIAL HOLDINGS S.A.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 95 36 EARNINGS PER SHARE Basic earnings per share for the period 01/01-31/12/2024 and for the respective comparable period for continuing and discontinued operations were calculated as follows:
THE GROUP THE COMPANY
(a) Basic earnings per share (amounts in € '000) 01/01-31/12/2024 01/01-31/12/2023 01/01-31/12/2024 01/01-31/12/2023
Profit
Profit attributable to owners of the parent company from continuing operations 6,418 3,997 6,704 88,318
Profit attributable to owners of the parent company from discontinued operations - 100,875 - -
Profit attributable to owners of the parent company for the purposes of basic earnings per share 6,418 104,872 6,704 88,318
Number of shares
Weighted average number of shares for the basic earnings per share 31,317,025 31,317,025 31,317,025 31,317,025
Basic earnings per share (€ per share) from continuing operations 0.2049 0.1276 0.2141 2.8201
Basic earnings per share (€ per share) from discontinued operations - 3.2211 - -
Basic earnings per share (€ per share) 0.2049 3.3487 0.2141 2.8201
For the period 01/01-31/12/2024, there are no reduced earnings as there are no convertible debt instruments (CBL). For the comparative period 01/01-31/12/2023, the diluted earnings per share for continuing and discontinued operations were calculated as follows :
THE GROUP THE COMPANY
(b) Diluted earnings per share (amounts in € '000) 01/01-31/12/2023 01/01-31/12/2023
Profit
Profit attributable to owners of the parent company from continuing operations 3,997 88,318
Profit attributable to owners of the parent company from discontinued operations 100,875 -
Profit attributable to owners of the parent company for the purposes of diluted earnings per share 104,872 88,318
Interest expense of convertible bonds 3,398 3,398
Number of shares
Weighted average number of shares for the basic earnings per share 31,317,025 31,317,025
Effect of dilution
Plus: Increase in number of shares from due to probable exercise of convertible bonds 195,085,887 195,085,887
Weighted average number of shares for the diluted earnings per share 226,402,912 226,402,912
Diluted earnings per share (€ per share) from continuing operations 0.0327 0.4051
Diluted earnings per share (€ per share) from discontinued operations 0.4456 -
Diluted earnings per share (€ per share) 0.4782 0.4051

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 96 37 ANALYSIS OF TAX EFFECTS ON OTHER COMPREHENSIVE INCOME The tax effect of other comprehensive income on the Group and the Company is analyzed as follows:
THE GROUP
31/12/2024 31/12/2023
Amounts in €'000 Before tax amount Tax (expense) /benefit Net of tax amount Before tax amount Tax (expense) /benefit Net of tax amount
Exchange differences on translating foreign operations - - - 2 - 2
Exchange gain on disposal of foreign operations recognised in profit or loss - - - 64 - 64
Cash flow hedging - - - 5,287 - 5,287
Remeasurements of defined benefit pension plans (6) - (6) (2) - (2)
Other comprehensive income/(expenses) (6) - (6) 5,351 - 5,351
THE COMPANY 31/12/2024 31/12/2023 Amounts in €'000 Before tax amount Tax (expense) /benefit Net of tax amount Before tax amount Tax (expense) /benefit Net of tax amount Remeasurements of defined benefit pension plans (6) - (6) (2) - (2) Other comprehensive income/(expenses) (6) - (6) (2) - (2)
38 STAFF COSTS The Staff costs for the Company and the Group are analyzed as follows:
THE GROUP THE COMPANY
Amounts in € '000 01/01- 31/12/2024 01/01- 31/12/2023 01/01- 31/12/2024 01/01- 31/12/2023
Wages and salaries 1,687 1,717 1,012 1,017
Social security costs 265 282 170 189
Post-employment benefits: defined benefit plans 15 15 13 12
Post-employment benefits: defined contribution plans 18 18 18 18
Other staff costs 88 79 72 76
Termination indemnities 101 95 99 59
Stock option expenses 209 - 209 -
Staff costs from continuing operations 2,383 2,206 1,593 1,371
Staff costs from discontinued operations - 32,311 - -
Total Staff Costs 2,383 34,517 1,593 1,371
39 RELATED PARTIES TRANSACTIONS Related parties of the Group and the Company are: (a) members of the Board of Directors, Committees and Directors of the most significant subsidiary, collectively referred to as "key management personnel", (b) members of the family of people holding key management positions, (c) companies dealing with the Company which are controlled or materially influenced by people holding key management positions and their family members, d) the Company's parent company, PIRAEUS FINANCIAL HOLDINGS S.A. and its subsidiaries, e) the Company's subsidiaries.

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 97 The Company's transactions and balances with related parties as defined by IAS 24 are presented below. 39.1 Company’s transactions with subsidiaries
a) Asset accounts THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023
Other long-term receivables 45,866 95,866
Other receivables 10 8
Total 45,876 95,874
b) Income THE COMPANY
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023
Other income 120 97
Total 120 97
39.2 Transactions with other related parties
a) Asset accounts THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Cash, cash equivalents & restricted cash 548 5,444 533 5,379
Other receivables 2 5 1 3
Total 550 5,449 534 5,382
b) Liability accounts THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Trade and other payables 4 4 4 4
Borrowings 86,385 88,348 - -
Total 86,389 88,352 4 4
c) Income THE GROUP THE COMPANY
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023 01/01-31/12/2024 01/01-31/12/2023
Other income 17 13 - -
Financial income 23 102 23 101
Discontinued operations - 1,272 - -
Total 40 1,387 23 101
d) Expenses THE GROUP THE COMPANY
Amounts in € '000 01/01-31/12/2024 01/01-31/12/2023 01/01-31/12/2024 01/01-31/12/2023
Other expenses 17 16 17 16
Financial expenses 2,908 2,371 1 1
Discontinued operations - 3,351 - -
Total 2,925 5,738 18 17
39.3 Transactions and outstanding balances of the Company and the Group Transactions and outstanding balances between the Company and related parties on 31/12/2024, in compliance with the provisions of IAS 24, are as follows:
Amounts in € '000 ASSETS LIABILITIES INCOME EXPENSES
JSC ROBNE KUCE BEOGRAD (RKB) Subsidiary 45,876 - 120 -
PIRAEUS FINANCIAL HOLDINGS GROUP Parent company through its 100% subsidiary Piraeus Bank 534 4 23 18
TOTAL 46,410 4 143 18
The most significant transactions and the outstanding balances between the Group and related parties on 31/12/2024, in compliance with the provisions of IAS 24, are as follows:
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 98
Amounts in € '000 ASSETS LIABILITIES INCOME EXPENSES
PIRAEUS FINANCIAL HOLDINGS GROUP Parent company through its 100% subsidiary Piraeus Bank 550 86,389 40 2,925
550 86,389 40 2,925
39.4 Management remuneration The remuneration of the BoD members and the executives of the Group includes gross salaries, fees, social security cost, indemnities, equity participation rights and other costs and amounts to € 1 ,278k for 2024 and € 1,202k for 2023 (Company: € 1,097k for 2024, € 864k for 2023). The defined benefit obligation as of 31/12/2024 for the Group and the Company amounted to € 63k and € 61k, respectively (31/12/2023: 52k and 50k, respectively). No loans have been provided to the executives of the Group (and their families).
40 AUDITORSFEES On 25/04/2024, the Annual General Meeting of Shareholders elected the independent firm of auditors Deloitte Chartered Accountants for the year ended 31/12/2024. It is noted that the statutory auditor for the 2023 financial year was the firm of certified public accountants Grant Thornton S.A. The fees of the statutory auditors of the Company and the Group, namely Deloitte Certified Public Accountants S.A. for the 2024 financial year and Grant Thornton S.A. for the year 2023, are analysed as follows:
THE GROUP THE COMPANY
Amounts in € '000 01/01- 31/12/2024 01/01- 31/12/2023 01/01- 31/12/2024 01/01- 31/12/2023
Permitted audit services 79 120 51 93
Permitted non-audit services - 22 - 22
Total 79 142 51 115
The above fees are included in Third parties expenses under Administrative expenses (see note 30).
41 CONTINGENT LIABILITIES 41.1 Guarantees MIG Group had no contingent liabilities as at 31/12/2024. 41.2 Encumbrances RKB has pledged its investment properties as collateral for its loans, amounting to € 20 3,730k (31/12/2023: € 204,091k). 41.3 Court cases The Company and its subsidiaries (under their property as defendant and plaintiff) are involved in various court cases during their normal operations. The Group makes provisions in the Financial Statements in respect to the pending court cases when it is probable that cash outflows will be required in order to settle the liability and this amount can be estimated reliably. The Group as of 31/12/2024 and 31/12/2023 has made no provision in respect to court cases. The Management as well as the legal advisors estimate that the outstanding cases, apart from those already provided for, are to be settled without a significant negative impact on the Group’s or Company’s consolidated financial position or on their operating results.

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 99 CPB’s Lawsuit against MIG: Further to MIG’s appeal against the Republic of Cyprus before the International Arbitration Tribunal, claiming the amount of € 824 m plus interest and additional damages relating to its investment in CPB, the State-owned bank CPB, which has been under resolution since 2013 and under liquidation since 2022, filed a lawsuit against MIG (thus placing it as the 12 th defendant in a lawsuit already filed against 11 persons, among which former CPB executives) before the Cypriot courts claiming an amount of over € 2 m without specifying a priori the subject of the claim, “reserving its right to specify its allegations a nd damages at a later stage”. On 08/05/2013 an Interim Order (Interim Measures) was issued unilaterally (ex parte), inter alia ordering and forbidding MIG, until a new order is issued by the Court, from transferring to or in favor of certain former CPB executives, any assets (kept on their account or to their benefit)By a decision dated 13/09/2023 the Nicosia Supreme Court, cancelled (set aside) the Interim Orders in their entirety as illegally issued ex parte, for lack of urgency reasons required procedurally to that end according to Law. On 17/07/2014 MIG filed a set aside application due to lack of jurisdiction of the District Court of Nicosia against which CPB filed an opposition. On 31/01/2017 the Court issued a decision according to which the Court accepted its jurisdiction without examining the individual requests and allegations of the applicants, among which the request for a preliminary ruling of the Court of European Union on the matter. On 14/02/2017 MIG and other defendants filed appeals against the above decision. On 13/11/2023 the defendants filed their pleading outline on the appeals and CPB filed its own pleading outline on 16/02/2024. The hearing of the appeals took place on 03/06/2024 and now the Court’s decision is awaited. On 08/09/2015 CPB filed an amended statement of claim wherein, by reserving its position on numerous matters, CPB specifies the amount of damages incurred to € 3.99 billion. The Company and other defendants filed their defense on 16/05/2022 and 29/06/2022. CPB filed its Reply to the Statement of Defense of MIG and other defendants on 20/03/2024. The procedure of disclosure of documents by the parties started on 23/04/2024. The Company filed an application for security for costs against CPB on 18/06/2024, the hearing of which took place on 05/07/2024 together with the applications for security for costs of other defendants. Eventually the Court dismissed these applications of the defendants by a decision dated 15/11/2024, as although accepting that "no advantage of success is revealed in favor of any of the parties" it considered that the provisions on the liquidation of credit institutions exhaustively provide for the ranking of creditors and that these provisions prevail over the judicial principles governing the application for security of costs. Further to that, on 29/11/2024 the Court instructed the timetable for the next procedural actions of both parties. At the hearing of 31/01/2025, CPB requested for an extension of the deadline for the completion of the disclosure of documents and the delivery of the written testimony of its first witness and the defendants reserved their right to request for an extension of their own deadline on the same basis as the extension requested by CPB. Subsequently, the Court set a hearing for instructions on the lawsuit on 21/02/2025. At the hearing of 21/02/2025, the case was placed before a new judge who replaced the previous judge (due to judicial reassignment). Following a new extension request from CPB, the Court fixed a new deadline until 30/04/2025 for the plaintiff to file its supplementary affidavit for disclosure of
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 100 documents and to deliver the testimony of its first witness. The case was set for instructions on 07/05/2025 and the previously set timetable for the proceedings was cancelled. The Company still considers that the obvious aim of CPB’s lawsuit against MIG was the defense of the Republic of Cyprus in the international arbitration. Despite the lapse of more than twelve years since the filing of the lawsuit, the case continues to be at an initial procedural stage and its outcome still cannot be assessed according to MIG’s legal advisors, as there are great gaps in terms of both illegal acts or omissions and damages, taking into consideration all the circumstances surrounding the case, including other parallel proceedings. Taking into account the analysis of the legal advisors of the Company, as presented in summary above, the Management estimates that there is no present commitment as defined by IAS 37. Other Potential Liabilities 1. On 11/01/2021 the transfer of the entire direct and indirect participation of the Company in “SINGULARLOGIC INFORMATION SYSTEMS AND SOFTWAREW APPLICATIONS SOCIETE ANONYME” (“SINGULARLOGIC”) to the companies “SPACE HELLAS S.A” and “EPSILON NET S.A”. Accordi ng to the specific terms of the share purchase agreement (SPA), the Company has undertaken, among other things, the responsibility for any deviations from its warranty statements to the buyers. In particular, it has been provided that the sellers are liable for third party claims and any taxes, fees, levies, fines or surcharges that may be imposed on the SINGULARLOGIC group, provided that the above relates to the period until the signing of the SPA and does not appear as a liability or there is no relevant provision for them in the annual financial statements of SINGULARLOGIC dated 31/12/2019, provided they are notified in writing and in time in order to be able to take legal action. In relation to the disputed claims of SINGULARLOGIC against “OSE S.A.” amounting to € 3,783,238 plus interest and expenses, the SPA includes a special clause. The liability of the Company stands in principle for 4 years, with the exception of any additional financial obligations arising from the tax or insurance legislation, for which the liability stands until the statutory time of limitations expires, and the maximum total amount of liability has now decreased to € 2,000,000 for all liability cases. The buyers have notified the Company of contingent liabilities, or matters that could result in contingent liabilities, of SINGULARLOGIC towards third parties. The Company considers that there is no basis for its liability with regard to the notified cases, as specifically provided in the SPA, except from one case for which it accepted its liability on certain conditions for a maximum amount of € 52,153. This amount is included in the maximum limit of liability provided in the SPA and it will be paid only i f MIG’s liability exceeds in total the amount of € 500,000, as also specifically provided in the SPA. 2. On 30/03/2021 the transfer of the entire participation of the Company in “VIVARTIA HOLDINGS S.A.” (“VIVARTIA”) to “VENETIKO HOLDINGS SINGLE MEMBER S.A.”, i.e. an entity controlled by the investment funds of “CVC CAPITAL PARTNERS”, was completed. According to the individual terms of sale and purchase, the Company has assumed, among other things, the responsibility for the accuracy and completeness of the information that has been disclosed to the buyer. With regard to issues relating to real estate assets of VIVARTIA group the Company shall not be liable unless it has received a relevant notification from the Buyer until 30/06/2026 or with regard to tax issues latest on the date falling 3 months after the lapse of the statute of limitations provided by law. The liability for all other issues (i.e. other than real estate and tax related issues) has already expired. So far the Company has received no notice of any developments that could trigger any liability.
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 101 Pending cases of RKB MIG's 100% subsidiary RKB is involved in its capacity as plaintiff or defendant in various court cases within the scope of its normal business. RKB carries out the prescribed accounting treatments regarding the pending court cases based on the opinion of its legal advisors. RKB Management and its legal advisors anticipate that the outcome of the pending cases will not have a material effect on RKB's financial statements . 41.4 Contingent tax obligations The Group’s tax obligations are not conclusive, since there are non-tax audited financial years, as analyzed in Note 2 to the Financial Statements for the year ended on 31/12/2024. For the non-tax audited financial years there is a probability that additional taxes and surcharges will be imposed when they are assessed and finalized. The Group assesses on an annual basis its contingent liabilities which may result from tax audits of preceding financial years, by forming provisions where it is deemed necessary. The Group has made no provisions for non-tax audited financial years as at 31/12/2024 and 31/12/2023. The Management considers that apart from the provisions that have already been made, potentially arising tax amounts will not have any significant effect on equity, Profit/Loss and on cash flows of the Group and the Company. Tax Compliance Report: For the years 2011-2023, the Group companies operating in Greece and subject to tax audits by Chartered Accountants in accordance with paragraph 5 of Article 82 of Law 2238/1994 and in compliance with the provisions of Article 65 Α par. 1, Law 4174/2013, received a Certificate of Tax Compliance without any substantial differences. Under the Circular POL 1006/2016, the companies that have been subject to this special tax audit are not exempted from the statutory audit of the competent tax authorities. Regarding the financial year 2024, the special audit for the issue of the Certificate of Tax Compliance is currently in progress and the relevant tax certificates are expected to be issued following the publication of the annual Financial Statements for FY 2024. Should any additional tax liabilities arise till the finalization of the tax audit, it is estimated that they will not have a material effect on the Financial Statements. The Management of the Group and the Company estimates that in case such audits are carried out by the Tax Authorities in the future, no additional tax differences will arise with a significant effect on the Financial Statements. 42 FAIR VALUE OF FINANCIAL INSTRUMENTS 42.1 Measurement of fair value of financial instruments Financial instruments levels analysis Financial assets and financial liabilities measured at fair value in the Statement of Financial Position of the Group and the Company are classified under the following 3 level hierarchy in order to determine and disclose the fair value of financial instruments per valuation technique: Level 1: Investments that are valued at fair value based on quoted (unadjusted) prices in active markets for comparable assets or liabilities. Level 2: Investments that are valued at fair value, using valuation techniques for which all inputs that significantly affect the fair value, are based (either directly or indirectly) on observable market data.

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 102 Level 3: Investments that are valued at fair value, using valuation techniques, in which the data that significantly affects the fair value, is not based on observable market data. This level includes investments where the determination of the fair value is based on unobservable market data (five years business plan), using however additional observable market data (Beta, Net Debt / Enterprise Value of identical firms in the specific segment such as those included in the WACC calculation). The following tables reflect the Group financial assets and liabilities measured at fair value on a recurring basis on 31/12/2024 and 31/12/2023:
THE GROUP
31/12/2024 31/12/2023
Financial assets Fair value measurement at the end of the reporting year using Fair value measurement at the end of the reporting year using
Amounts in € '000 Level 1 Level 1
Financial assets measured at fair value through P&L
- Securities 5,093 3,982
- Bonds 2,354 1,790
Total financial assets 7,447 5,772
Total financial liabilities - -
Net fair value 7,447 5,772
There were no transfers between Levels 1 and 2 during financial years 2024 and 2023. Investment portfolio and other investments at fair value through profit and loss Investments in listed shares in domestic and foreign stock markets are valued based on the quoted market prices of these shares. Investments in unquoted shares are valued based on widely accepted valuation models which sometimes incorporate data based on observable market inputs and sometimes are based on unobservable data.
42.2 Measurement of fair value of non-financial assets The following table presents non-financial assets of the Group measured at fair value on a recurring basis on 31/12/2024 and 31/12/2023:
THE GROUP
31/12/2024 31/12/2023
Fair value measurement at end of the reporting year Fair value measurement at end of the reporting year
Amounts in € '000 Level 3 Level 3
Investment Property
- Buildings in Greece 3,410 -
- Buildings in Serbia 203,730 204,091
Total non-financial assets 207,140 204,091
The fair value of the Group's level 3 investment property is determined based on the relative appraisal conducted by an independent real estate appraisal firm. The most significant inputs, unobservable in their entirety, are the estimated rental value and the discount rate. The estimated fair value increases if the estimated rental increases or if the discount rate (market yields) decreases. Total appraisals are sensitive to all two assumptions and these inputs are interdependent. The inputs used under the appraisals as at 31/12/2024 and 31/12/2023 are as follows:
31/12/2024 31/12/2023
Assumptions Greece Balkans Balkans
Rental value € 16,43 / sqm € 2,5-€ 90 / sqm € 2,5-€ 90 / sqm
Discount rate 8.55% 8,13%-14,13% 8,14%-14,14%
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 103 42.3 Sensitivity analysis of fair value measurement (DCF) If at 31/12/2024 the discount rate used in the discounted cash flow analysis had differed by +/-50 basis points, the carrying amount of investment properties would be estimated € 7,203 k lower or € 8,025k higher. If at 31/12/2024 the yield-to-maturity used in the discounted cash flow analysis differed by +/-50 basis points, the carrying amount of investment property would be an estimated € 8,285 k lower or € 9,095k higher. 43 RISK MANAGEMENT POLICIES Each of MIG’s investments is exposed to specific risks. The eventual occurrence of any of these risks for one or more investments may affect the overall value of MIG’s portfolio leading to a reassessment of the Group’s strategic objectives. Τhe Company and the Group are exposed to risks pertaining to decrease in value of real estate, currencies, financing and interest rates, credit and liquidity. The Group reviews and assesses periodically its exposure to the risks cited above on a combined or on a case by case basis . The evaluation and assessment of the risks faced by the Company and the Group are conducted by the Management. The main aim is to monitor and assess all the risks to which the Company and Group are exposed through their business and investment activities. As at December 31, 2024, the Group has not identified any significant risks caused by climate change related issues that could have a negative and material impact on the Group's financial statements. Management continuously assesses the impact of climate change related issues. The Group uses several financial instruments and pursues specialized strategies to limit its exposure to changes in the values of investments that may result from market volatility, including changes in prevailing interest rates and currency exchange rates . 43.1 Changes in real estate values (price risk) The Group is exposed to price risk due to changes in the real estate values and the rents. A negative change in both the portfolio’s real estate fair value and the rental income affects the Group's financial position and, more specifically, its assets and profitability. Factors affecting the value of real estate include, among others, the geographical location and commerciality of the property and the general business activity of the area in which each property is located. The Group's investment properties are generally located in prime commercial locations and areas. It is to be noted that the properties in the portfolio are periodically valued by an independent certified appraiser. Regarding the risk of a decrease in rental prices due to market conditions, the Group enters into long- term lease contracts that include annual rent adjustments based on the Consumer Price Index, while periodic stepped increases are typically provided every two years. 43.2 Currency risk Euro is the Group’s functional currency. The Group operates in foreign countries and, therefore, is exposed to currency risk. This type of risk mainly arises from current or future cash flows in foreign currency. The largest percentage of MIG’s and the Group’s revenues and expenses are Euro denominated. Likewise, the largest percentage of the Company’s investments is denominated in Euro. The Group’s investment in the Serbian RKB is not exposed to significant FX risk since the majority of its assets (investment properties) are denominated in Euro and the major part of the inflows associated with these assets is also in Euro .

NOTES TO THE FINANCIAL STATEMENTS st OF DECEMBER 31 2024 The analysis of the Group’s financial assets and liabilities per currency converted in Euro as at 31/12/2024 and 31/12/2023 is presented as follows:
THE GROUP
31/12/2024 31/12/2023
Amounts in € '000 RSD RSD
Notional amounts
Financial assets 804 705
Financial liabilities (670) (986)
Short-term exposure 134 (281)
Financial assets 169 176
Long-term exposure 169 176
The following table shows the FX sensitivity analysis on the Group’s results and equity by taking into consideration a change in FX rates by +/- 10%.
THE GROUP
10% -10% 10% -10%
31/12/2024 31/12/2023
Amounts in € '000 RSD RSD
Profit for the year (before tax) 30 (30) (11) 11
Equity 30 (30) (11) 11
43.3 Financing and interest rate risk Changes in the international macroeconomic environment affect the course of interest rates. A potential increase in interest rates increases the debt service costs that the Group maintains its financing as well as its new terms. Bank borrowing is the main source of financing for the Group's investments. The Group's borrowing rate consists of a fixed margin plus a floating rate (EURIBOR), which depends directly on the level and changes in interest rates. This fact exposes the Group to cash flow risk in case of increase of the EURIBOR. The Group’s policy is to constantly monitor interest rate trends as well as the duration of its financial needs . The table below presents the sensitivity of the Group’s and the Company’s results and equity based on a reasonable fluctuation in the interest rate in the range of +/- 1%:
THE GROUP THE COMPANY
1% -1% 1% -1% 1% -1% 1% -1%
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Profit for the financial year (before tax) (859) 859 (802) 802 19 (19) 104 (104)
Equity (859) 859 (802) 802 19 (19) 104 (104)
43.4 Market risk The Group's and the Company's risk with respect to financial instruments at fair value through profit or loss arises from possible adverse changes in the current prices of shares and other securities. On 31/12/2024, the assets exposed to market risk amounted to € 7,447k for the Group and the Company respectively. A change of +/-10% in investments whose gains or losses from valuation are recognized in the income statement and cumulatively in equity, would result in a change of +/- 745k for the Group and the Company .
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 104
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 105 43.5 Credit risk Credit risk is the potentially delayed payment to the Group and the Company of current and future receivables by counterparties. The assets exposed to credit risk on the statement of Financial Position as of the reporting date are analyzed as follows:
THE GROUP THE COMPANY
Amounts in € '000 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Financial assets
Cash and cash equivalents 1,649 7,392 821 6,362
Trade and other receivables 1,672 1,638 - -
Total 3,321 9,030 821 6,362
Aiming at minimizing credit risk and bad debts, the Group has set up the appropriate infrastructure and has adopted efficient monitoring procedures and policies per counterparty based on the counterparty’s credibility. The Group has set credit limits and specific terms of credit policy for all categories of its customers. As at 31/12/2024 there is no significant concentration of credit risk in trade and other receivables, for which sufficient impairment provisions have not been made.The Group performs transactions only with recognized financial institutions of adequate credit rating in order to minimize the credit risk in its available cash and cash equivalents . The maturity of the Group’s trade receivables as at 31/12/202 4 and 31/12/2023 is as follows:
THE GROUP
31/12/2024 31/12/2023
Amounts in € '000 Private Equity Private Equity
Are not in delay and are not impaired 1,288 966
Are delayed but not impaired:
< 90 days 175 425
< 91 - 180 days 24 33
< 181 - 360 days 6 15
> 360 days - 8
Total 1,493 1,447
43.6 Liquidity risk Prudent liquidity risk management implies cash adequacy as well as the existence and availability of necessary funding sources. The Group is managing its liquidity requirements on a daily basis through systematic monitoring of its short and long-term financial liabilities and through daily monitoring of the payments made. Furthermore, the Group is constantly monitoring the maturity of its receivables and payables, in order to maintain a balance between capital continuity and flexibility via its bank creditability. Maturity of financial liabilities as at 31/12/2024 and 31/12/2023 for the Group and the Company is analyzed as follows:
THE GROUP
31/12/2024 31/12/2023
Amounts in € '000 Short-term Long-term Short-term Long-term
Within 6 6 to 12 1 to 5 More than 5 Within 6 6 to 12 1 to 5 More than
months months years years months months years 5 years
Long-term borrowing 306 - 1,200 84,879 79 - 88,269 -
Lease liabilities 42 16 112 - 82 78 33 -
Trade payables 776 - - - 1,266 - - -
Other short-term-long-term liabilities 4,673 - 226 - 4,708 - 144 -
Total 5,797 16 1,538 84,879 6,135 78 88,446 -
NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 106
THE COMPANY
31/12/2024 31/12/2023
Amounts in € '000 Short-term Within 6 months 6 to 12 months Long-term 1 to 5 years More Within 6 than 5 months years Short-term 6 to 12 months Long-term 1 to 5 years More than 5 years
Lease liabilities 33 7 34 - 75 78 33 -
Other short-term-long-term liabilities 2,388 - - - 2,317 - - -
Total 2,421 7 34 - 2,392 78 33 -
The amounts in the table above reflect contractual non-discounted cash flows, which may differ from the book value of liabilities at the reporting date.
43.7 Capital management policies and procedures The Group’s objective in terms of capital management is to ensure the Group’s ability to continue as a going concern and to increase the value of the Company and, consequently, create value for its shareholders through the value increase of its portfolio companies. The Group and the Company monitor their capital based on the leverage ratio. This ratio is calculated by dividing net debt by total capital employed . Net borrowings are calculated as Total borrowings" (including "Short and long-term borrowings" as presented in the Statement of Financial Position) less "Cash and cash equivalents". Total capital employed is calculated as 'Total equity' as presented in the Statement of Financial Position plus net borrowings. The Group’s and the Company’s leverage ratio for fiscal 202 4 and 2023 is analyzed as follows:
THE GROUP THE COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Total loan liabilities 84,445 91,902 - -
Less: Cash and cash equivalents 1,649 7,392 821 6,362
Net debt 82,796 84,510 (821) (6,362)
Total equity 128,486 121,865 128,475 121,568
Total capital employed 211,282 206,375 127,654 115,206
Leverage ratio 39.19% 40.95% -0.64% -5.52%
44 STATEMENT OF FINANCIAL POSITION POST REPORTING DATE EVENTS There are no events posterior to the Financial Statements, regarding either the Group or the Company, which may require reference by IFRS.

NOTES TO THE FINANCIAL STATEMENTS OF DECEMBER 31 st 2024 MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece Page 107 45 APPROVAL OF FINANCIAL STATEMENTS The separate and consolidated Financial Statements for the financial year which ended on December 31 st , 2024 were approved by the Board of Directors of MIG HOLDINGS S.A. on 27/02/2025. The Chairman of the BoD The Chief Executive Officer The Member of the BoD Petros Katsoulas Georgios Efstratiadis Stavroula Markouli ID No: ΑΚ159881 ID No: ΑP076421 ID No: ΑΒ656863