DIMAND SOCIETE ANONYME – DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVICES AND HOLDING
ANNUAL FINANCIAL REPORT FOR THE FINANCIAL PERIOD FROM JANUARY 1 TO DECEMBER 31, 2025
ACCORDING TO INTERNATIONAL REPORTING STANDARDS (“IFRS”) AS ADOPTED BY EUROPEAN UNION
This financial report has been translated from the original report that has been prepared in the Greek
language. Reasonable care has been taken to ensure that this report represents an accurate translation of
the original text. In the event that differences exist between this translation and the original Greek language
financial report, the Greek language financial report will prevail over this document.
APRIL 2026
Contents
A. Independent Auditor’s Report .................................................................................................................................... 1
B. Certifications by Members of the Board of Directors ........................................................................................... 9
C. Annual Report of the Board of Directors ................................................................................................................ 10
Corporate Governance Statement ..................................................................................................................... 40
Supplementary Report ......................................................................................................................................... 67
Annual Activity Report of the Audit Committee of the Company ................................................................. 71
D. Annual Financial Statements .................................................................................................................................... 79
Statement of Financial Position .................................................................................................................................... 79
Statement of Comprehensive Income ......................................................................................................................... 80
Statement of Changes in Equity .................................................................................................................................... 81
Statement of Cash flows ................................................................................................................................................. 83
Notes to the Financial Statements ............................................................................................................................... 85
1. General Information for the Company and the Group ......................................................................................... 85
2. Basis of preparation of the Financial Statements .................................................................................................. 86
3. New standards, amendments to standards and interpretation .......................................................................... 87
4. Material accounting policy information .................................................................................................................. 91
4.1 Consolidation of subsidiary companies ........................................................................................................... 91
4.2 Investment in joint ventures ............................................................................................................................. 92
4.3 Foreign Currency Translation ........................................................................................................................... 93
4.4 Investment property ........................................................................................................................................ 93
4.5 Financial instruments ...................................................................................................................................... 95
4.6 Inventories ...................................................................................................................................................... 98
4.7 Cash and cash equivalents .............................................................................................................................. 98
4.8 Restricted cash ............................................................................................................................................... 98
4.9 Current tax ...................................................................................................................................................... 98
4.10 Deferred tax ................................................................................................................................................... 98
4.11 Share capital and treasury stock reserve ........................................................................................................ 99
4.12 Provisions ...................................................................................................................................................... 99
4.13 Leases ......................................................................................................................................................... 100
4.14 Employee benefits ....................................................................................................................................... 102
4.15 Government grants ...................................................................................................................................... 103
4.16 Recognition of revenues............................................................................................................................... 103
4.17 Recognition of expenses .............................................................................................................................. 106
4.18 Dividend distribution ................................................................................................................................... 106
4.19 Operating segment ...................................................................................................................................... 106
4.20 Earnings per share ....................................................................................................................................... 107
4.21 Related party transactions ........................................................................................................................... 107
5. Financial risk management ..................................................................................................................................... 107
5.1 Financial risk factors ..................................................................................................................................... 107
5.2 Capital management ..................................................................................................................................... 111
5.3 Fair value Measurement of Financial Assets and Liabilities ............................................................................. 111
6. Significant accounting policies and judgements .................................................................................................. 112
6.1 Significant accounting estimates and assumptions ........................................................................................ 112
6.2 Significant accounting judgments in the application of accounting policies .................................................... 113
7. Segment analysis ...................................................................................................................................................... 114
8. Investment property ................................................................................................................................................ 117
9. Property and equipment ......................................................................................................................................... 121
10. Investments in Subsidiaries (Financial assets at fair value through other comprehensive income (FVTOCI),
Financial assets at fair value through profit and loss (FVTPL)) ............................................................................... 123
11. Investments in joint ventures accounted for using the equity method .......................................................... 135
12. Deferred income tax .............................................................................................................................................. 142
13. Trade and other receivables ................................................................................................................................. 145
14. Cash and cash equivalents ................................................................................................................................... 149
15. Share capital ........................................................................................................................................................... 149
16. Other reserves ........................................................................................................................................................ 151
17. Non-controlling interest ........................................................................................................................................ 152
18. Borrowings .............................................................................................................................................................. 152
19. Employee benefit obligations ............................................................................................................................... 156
20. Trade and other payables ..................................................................................................................................... 158
21. Revenue ................................................................................................................................................................... 159
22. Construction cost ................................................................................................................................................... 160
23. Property taxes - levies ........................................................................................................................................... 160
24. Personnel expenses ............................................................................................................................................... 161
25. Gain on disposal of investments in subsidiaries and joint ventures ............................................................... 161
26. Other income .......................................................................................................................................................... 162
27. Other expenses ...................................................................................................................................................... 162
28. Finance costs (net) ................................................................................................................................................. 163
29. Income tax .............................................................................................................................................................. 164
30. Earnings per share ................................................................................................................................................. 166
31. Contingent liabilities .............................................................................................................................................. 166
32. Related party transactions .................................................................................................................................... 167
33. Events after the reporting period ........................................................................................................................ 171
1
TRANSLATION FROM THE ORIGINAL IN THE GREEK LANGUAGE
A. Independent Auditor’s Report
To the Shareholders of the company “DIMAND SOCIETE ANONYME - DEVELOPMENT AND EXPLORATION OF
REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING»
Report on the Audit of the Separate and Consolidated Financial
Opinion
We have audited the separate and consolidated financial statements of the company “DIMAND SOCIETE
ANONYME - DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND
HOLDING” (the Company), which comprise the separate and consolidated statement of financial position as
of 31 December 2025, and the separate and consolidated statement of comprehensive income, statement of
changes in equity and statement of cash flows for the year then ended and 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 the company “DIMAND SOCIETE ANONYME - DEVELOPMENT
AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING” and its subsidiaries
(the Group) as of 31 December 2025, and of their financial performance and their cash flows for the year then
ended in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European
Union.
Basis for opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been
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 as applicable for the audits of the financial statements of public interest entities
and the ethical requirements relevant to the audit of the separate and consolidated financial statements in
Greece and we have fulfilled our ethical requirements in accordance with the applicable legislation and the
above mentioned 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 the consolidated financial statements of the audited year. These matters and the related
risks of material misstatement were addressed in the context of our audit of the separate and the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Deloitte Certified Public
Accountants S.A.
3a Fragkokklisias & Granikou
str. Marousi Athens GR 151-25
Greece
Tel: +30 210 6781 100
www.deloitte.gr
2
Key audit matter
How the key audit matter was addressed
Valuation of the Group’s investment properties at fair value
Investment properties and their development
constitute the main activity of the Group.
As at 31 December 2025, the investment properties
portfolio of the Group included properties at
different stages of completion, in areas all over
Greece, including offices, residential buildings, as
well as hotel complexes, luxurious residencies,
logistics facilities and mixed-use areas.
As analyzed in Note 4.4 of the accompanying
separate and consolidated financial statements,
the Group measures its investment properties at
fair value according to the principles of the
International Accounting Standard 40 (ISA 40).
According to Note 8 of the accompanying separate
and consolidated financial statements, the fair
value of the Group’s investment properties as of 31
December 2025 amounted to € 174.6 m. (31
December 2024: € 141.8 m.), while the Group’s
gains from the measurement of its investment
properties at fair value in 2025 amounted to € 30.3
m. (2024: € 11.3 m.) and have been recognized in
the statement of comprehensive income. The
Group also holds investments in joint ventures with
their principal assets being investment properties,
the fair value of which as of 31 December 2025
amounted in total € 390.3 m. (31 December 2024: €
410.5 m.) as presented in Note 11 of the
accompanying separate and consolidated financial
statements.
Management of the Group uses significant
assumptions and estimates for the valuation of
investment properties at fair value. Based upon
these assumptions and estimates, the
management of the Group engaged independent
certified valuators who determined the fair value of
investment properties as of 31 December 2025.
The valuation methods which have been used for
the measurement of the Group’s investment
portfolio at fair valuer are the following:
• Market approach.
• Income approach based on the direct
capitalization method and / or based on the
discounted cash flow method.
Our audit approach was based on the assessed
audit risk and includes among others the
following procedures:
• We obtained an understanding of the
procedures, and we assessed the design and
implementation of the internal controls
applied by the Group on the valuation of
investment properties at fair value.
• We assessed the professional competence,
independence, objectivity and experience of
the certified independent valuators used by
the Management of the Group.
• We examined on a sample basis that the data
provided by management to the certified
independent valuators (i.e.: the surface area
of the properties in sq.m., the lease data etc.)
and were used for determining the fair value
of investment properties of the Group as of 31
December 2025 are in accordance with the
respective notarial documents, lease
agreements and other information which were
necessary to determine the fair value of
investment properties.
• We traced and agreed on a sample basis the
fair value of the investment properties as
depicted in the valuation reports that were
prepared by the certified independent
valuators with the respective fair value of
investment properties selected as recorded in
the accounting books of the Group.
• With the involvement of real estate valuation
experts of our firm, we have assessed on a
sample basis whether the valuation methods
used by the Management of the Group and
the certified independent valuators are
consistent with generally accepted real estate
valuation techniques in the market, and
whether the estimates and assumptions used
are reasonable, taking into consideration the
particular characteristics of each property.
• We confirmed on a sample basis the accuracy
of specific calculations performed by the
certified independent valuators in the context
3
Key audit matter
How the key audit matter was addressed
Valuation of the Group’s investment properties at fair value
• Residual method.
The main assumptions and estimates used include
the following:
• assumptions regarding rental income from
future leases.
• estimates of market rental values (ERV) for
vacancies.
• estimates of the discount rate used in the
discounted cash flow analysis.
• assumptions related to construction cost
and the project development period.
• estimates of exit yield.
We assessed the fair value measurement of the
investment properties to be a key audit matter,
considering mainly not only the significance of the
caption named “Investment properties” in the
accompanying separate and consolidated financial
statements but also the importance of the portfolio
of investment properties that the Group holds
through its investments in joint ventures, the
subjectivity of the key assumptions and estimates
used by the management of the Group, the
sensitivity of these assumptions and estimations to
any changes and the increased audit procedures
that were required.
The disclosures regarding the fair value
measurement of the investment properties are
included in Notes 4.4, 6.1 (a) and 8 to the separate
and consolidated financial statements.
of the fair value calculation of investment
properties.
• We assessed the adequacy and the
appropriateness of the disclosures in Notes
4.4, 6.1 (a) and 8 of the accompanying
separate and consolidated financial
statements.
4
Other Information
Management is responsible for the other information. The other information, included in the Annual Financial
Report prepared in accordance with Law 3556/2007, comprises the Annual Report of the Board of Directors,
reference to which is made in the “Report on other Legal and Regulatory Requirements” and the Certification
by Members of the Board of Directors, but does not include the financial statements and our auditor’s report
thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent
with the separate and consolidated financial statements, or our knowledge obtained during the audit, or
otherwise appears to be materially misstated. If, based on the procedures performed, we conclude that there
is a material misstatement therein, we are required to communicate this matter. We have nothing to report in
this respect.
Responsibilities of management and those charged with governance for the separate and consolidated
financial statements
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with International Financial Reporting Standards, as endorsed by the
European Union, and for such internal control as management determines is necessary to enable the
preparation of separate and consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing
the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern principle of accounting unless management either
intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do
so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the Company’s
and the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs, as these have been incorporated into the Greek
Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these separate and consolidated financial
statements.
As part of an audit in accordance with ISAs as they have been incorporated into the Greek Legislation, we
exercise professional judgment and maintain professional skepticism throughout the audit.
5
We also:
• Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by Management.
• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the separate and consolidated financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business units within the Group as a basis for forming an opinion on the
financial statements of the Group. We are responsible for the direction, supervision and review of the
audit work performed for purposes of the Group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the separate and consolidated financial statements of the audited year
end and are therefore the key audit matters.
6
Report on Other Legal and Regulatory Requirements
1) Board of Directors’ Report
Taking into consideration that Management is responsible for the preparation of the Annual Report of the
Board of Directors which also includes the Corporate Governance Statement, according to the
provisions of paragraph 1, sub paragraphs aa), ab) and b) of article 154C of Law 4548/2018, we note the
following:
a) The Annual Report of the Board of Directors includes the Corporate Governance Statement
which provides the information required by article 152 of Law 4548/2018.
b) In our opinion the Annual Report of the Board of Directors 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 2025.
c) Based on the knowledge we obtained during our audit about the company “DIMAND SOCIETE
ANONYME - DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS,
SERVICES AND HOLDING” and its environment, we have not identified any material
inconsistencies in the Annual Report of the Board of Directors.
2) Additional Report to the Audit Committee
Our audit opinion on the accompanying separate and the consolidated financial statements is consistent
with the additional report to the Audit Committee referred to in article 11 of EU Regulation 537/2014.
3) Non-Audit Services
We have not provided to the Company and the Group any prohibited non-audit services referred to in
article 5 of EU Regulation No 537/2014.
The allowed non-audit services provided to the Company and the Group during the year ended 31
December 2025 have been disclosed in Note 27 to the accompanying separate and consolidated
financial statements.
4) Appointment
We were first appointed as the statutory auditors of the Company, following its designation as a public
interest entity, by the resolution of the Annual General Assembly of shareholders held on 7 September
2022. Our appointment has been, since then, uninterruptedly renewed by the Annual General Assembly
of shareholders of the Company for four (4) consecutive years.
5) Operations’ Regulation
The Company has an Operations’ Regulation in accordance with the content prescribed by the provisions
of article 14 of Law 4706/2020.
6) Assurance Report on European Single Electronic Format reporting
Underlying Subject Matter
We have undertaken the reasonable assurance work to examine the digital files of the Company
“DIMAND SOCIETE ANONYME - DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVICES AND HOLDING” (hereinafter the Company or/and the Group), that were
prepared in accordance with the European Single Electronic Format (ESEF), which include the separate
and consolidated financial statements of the Company and the Group for the year ended 31 December
2025 in XHTML format as well as the prescribed XBRL file (213800DX7SOSSEJBS561-2025-
7
12-31-1-el.zip) with the appropriate tagging on these consolidated financial statements, including the
notes to the financial statements (hereinafter the “Underlying Subject Matter”) in order to ascertain
whether they have been prepared in accordance with the requirements set out in the section
Applicable Criteria.
Applicable Criteria
The Applicable criteria for European Single Electronic Format (ESEF) are set out in the European
Commission Delegated Regulation (EU) 2019/815, as amended by Regulation (EU) 2020/1989 (the
ESEF Regulation) and the 2020/C 379/01 European Commission interpretative communication dated
10 November 2020, as provided by Law 3556/2007 and the relevant announcements of the Hellenic
Capital Market Commission and the Athens Stock Exchange (the “ESEF Regulatory Framework”). In
summary those criteria require, inter alia, that:
- All annual financial reports shall be prepared in XHTML format.
- With regard to the consolidated financial statements prepared in accordance with the
International Financial Reporting Standards, the financial information included in the Statement
of Total Comprehensive Income, in the Statement of Financial Position, in the Statement of
Changes in Equity, the Statement of Cash Flows, as well as financial information included in the
notes to the financial statements shall be tagged with XBRL mark-up (“XBRL tags” and “block
tag”) in accordance with ESEF Taxonomy, as currently in force. The technical specifications of
ESEF, including the related taxonomy, are included in ESEF Regulatory Technical Standards.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated
financial statements of the Company and the Group for the year ended 31 December 2025, in
accordance with the Applicable Criteria, and for such internal controls that Management determines
that are necessary to enable the preparation of the digital files that are free from material
misstatement, whether due to fraud or error.
Auditor’s responsibilities
Our responsibility is to issue this report in relation to the evaluation of the Underlying Subject Matter,
on the basis of our work performed that is described below in the section “Scope of work performed”.
Our work was performed in accordance with the International Standard on Assurance Engagements
3000 Revised) “Assurance engagements other than audits or reviews of historical financial
information” (hereinafter “ISAE 3000”).
ISAE 3000 requires that we design and perform our work so as to obtain reasonable assurance for the
evaluation of the Underlying Subject Matter against Applicable Criteria. As part of the assurance
procedures, we assess the risk of material misstatement of the information related to the Underlying
Subject Matter.
We believe that the evidence we have obtained is sufficient and appropriate and provide a basis for
our conclusion expressed in this assurance report.
Professional ethics and quality management
We are independent of the Company and the Group, during the whole period of this engagement and
we have complied with the requirements of the International Code of Ethics for Professional
Accountants issued by the International Ethics Standards Board for Accountants (IESBA Code), the
ethical and independence requirements of Law 4449/2017 and EU Regulation 537/2014.
8
Our audit firm applies the International Standard on Quality Management 1 (ISQM 1), “Quality
Management for firms that perform audits or reviews of financial statements, or other assurance or
related services engagements” and accordingly, maintains a comprehensive system of quality
management, including documented policies and procedures regarding compliance and ethical
requirements, professional standards and applicable legal and regulatory requirements.
Scope of work performed
Our assurance work covers exclusively the objectives set out included in the Decision No 214/4/11-
02-2022 of the Board of Hellenic Accounting and Auditing Oversight Board (HAASOB) and in the
“Guidelines in connection with the work and the assurance report of the Certified Public Accountants
on the European Single Electronic Format (ESEF) of issuers with trading securities listed in a
regulated market in Greece” dated 14/02/2022, as issued by the Institute of Certified Public
Accountants, in order to obtain reasonable assurance that the separate and consolidated financial
statements of the Company and the Group that were prepared by management, comply in all
material respects with the Applicable Criteria.
Inherent limitations
Our assurance work covered the objectives set out in the section “Scope of work performed” in order
to obtain reasonable assurance on the basis of the procedures described. In this context, our work
performed could not provide absolute assurance that all the matters that could be considered as
material weaknesses will be revealed.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and
the consolidated financial statements of the Company and the Group for the year ended 31
December 2025 prepared in XHTML format as well as the XBRL file (213800DX7SOSSEJBS561-2025-
12-31-1-el.zip) with the appropriate tagging on the abovementioned consolidated financial
statements, including the notes to the financial statements, are prepared, in all material respects, in
accordance with the Applicable Criteria.
Athens, 2 April 2026
The Certified Public Accountant
Theodoros K. Tasioulas
Reg. No. SOEL: 41061
Deloitte Certified Public Accountants S.A.
3a Fragokklisias & Granikou str., 151 25 Marousi
Reg. No. SOEL: E. 120
Certified true translation of the original in the Greek language
Theodoros K. Tasioulas
Certications by Members of the Board of Directors
for the year 2025
9
B. Certifications by Members of the Board of Directors
according to art.4 par.2 of L.3556/2007
We, the members of the Board of Directors of “DIMAND SOCIETE ANONYME – DEVELOPMENT AND
EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING" (hereinafter the
“Company”), under our abovementioned capacity, certify that to the best of our knowledge:
a) The Consolidated and Separate Financial Statements for the year ended December 31, 2025 have
been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union and present honestly and accurately the information included in Statement of Financial
Position, Statement of Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement of
the Company, as well as of the companies included in the consolidation (hereinafter the "Group"), in
accordance with article 4 of Law 3556/2007 and the decisions of the Board of Directors of the Hellenic Capital
Market Commission.
b) The Board of Directors Annual Report accurately presents the evolution, the performance and the
position of the Company and of the companies included in the consolidation, including the description of the
main risks and uncertainties they face.
Maroussi, 02.04.2026
The certifiers,
The Vice Chairman of the BOD
and CEO
The Deputy CEO
The Executive Member of the
BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Anna Chalkiadaki
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
10
C. Annual Report of the Board of Directors
“DIMAND SOCIETE ANONYME – DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVICES AND HOLDING”
on the Consolidated and Separate Financial Statements for the year 2025
Dear Shareholders,
The present Report of the Board of Directors of the Company “DIMAND SOCIETE ANONYME –
DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING”
(hereinafter the "Company") relates to the financial year 2025 and has been prepared in accordance with the
relevant provisions of Law 4548/2018, as amended, Law 3556/2007 and the implementing decisions of the
Hellenic Capital Market Commission issued thereon.
FINANCIAL POSITION OF THE GROUP
As of 31.12.2025 and following exits and the investments carried out by the Group during the fiscal year in
accordance with its investment plan, the Group's total portfolio, included 8 investment projects (31.12.2024:
7 investment projects) in various stages of completion, in urban areas throughout Greece, with office,
residential and hotel complexes, logistics facilities as well as mixed-use projects, with a total fair value of
€172,305,892
1
(31.12.2024: €141,784,782) and a total estimated Gross Development Value (GDV) at
completion of €964,348,452 (31.12.2024: €610,350,278), based on the valuations of independent certified
valuers.
Properties held by the Group as of 31.12.2025 relate to the following:
• A plot of land of c. 2,082 sq.m. and the existing multi-storey building of c. 11,653 sq.m., in the Municipality
of Athens, owned by the subsidiary Random S.M.S.A.. The Group implemented the business development
plan for the project, which provided for the renovation and upgrading of the property into a bioclimatic
building of modern offices, for the purpose of lease. On 27.06.2025, following the completion of the works
on the property, the final lease agreement signed with a well-known Greek company for the entirety of
the developing office complex.
• A plot of land with a total surface area of c. 560 sq.m. after the horizontal properties thereon of the
existing multi-storey building of c. 4,778 sq.m. in the Municipality of Athens and specifically in Omonia
Square, which is owned by the subsidiary Dorou Residencies S.M.S.A.. On 27.02.2025, the notarial deed
for the establishment of the subsidiary Dorou Residencies S.M.S.A., the owner of Building A of «MINION»,
was signed in the context of the partial demerger plan of the company Alkanor S.M.S.A.. According to the
1
A fair value of €2,283,765 relating to Bozonio S.M.S.A. is not included. Bozonio S.M.S.A. entered into a lease agreement for c. 2,018 sq.m.
of office space in Thessaloniki.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
11
business plan, the development of a residential complex is planned, with the purpose of selling and/or
lease.
• A plot of land of c. 1,304 sq.m., in the Municipality of Piraeus, which is owned by the subsidiary Piraeus
Regeneration 138 S.M.S.A.. The Group has prepared a business plan for the investment property, which
envisages the construction of a hotel complex of 97 apartments with a total area of c. 6,170 sq.m. for the
purpose of lease.
• A plot of land with a total area of c. 355,648 sq.m., located at the 15th kilometer of Thessaloniki–Edessa,
formerly owned by the company "BALKAN REAL ESTATE S.A.". The owner of the property is the subsidiary
Agchialos Estate S.M.S.A.. According to the business plan, the development of a Logistics complex with a
total area of c. 120,000 sq.m. is planned, which will be the largest Logistics hub in Northern Greece.
Additionally, photovoltaic panels are planned to be installed on the roof of the facilities for energy
production, following the completion of a special study. On 28.01.2026, the building permit was issued
for the development of Phase A of the project, with a total above-ground construction area of c. 56,798
sq.m..
• A plot of land, with a complex of industrial buildings, located on 26th October Street, Thessaloniki (former
complex of the old FIX factory "FIX Complex"), with a total surface area according to the title deed of c.
17,706 sq.m., which is owned by the subsidiary Filma Estate S.M.S.A.. The subsidiary proceeded with the
establishment of two vertical property divisions of the aforementioned plot in order to achieve its optimal
utilization and exploitation. On 07.08.2025, the subsidiary S.M.S.A. proceeded with the sale of one vertical
property with a total area of 6,900 sq.m., included listed buildings with a total area of 7,715.90 sq.m., to
the the Ministry of Culture, which had designated the said property as a “historic listed monument”. The
transfer was executed pursuant to Ministerial Decision No. 330247/2025 (Government Gazette B’
3971/25.07.2025). According to the business plan, the development of the property includes the
construction of a mixed-use tourist complex comprising hotel and residential uses, with a total area of
51,450 sq.m..
• Industrial complex (former premises of the factory of "Athens Papermill") on a plot of land of c. 49,340
sq.m. located on Hartergakon street, Iera Odos and Agios Polykarpou street of Botanikos, in the block 35
of the Municipality of Athens, which is owned by the subsidiary IQ Athens S.M.S.A.. According to the
business plan, a modern mixed-use complex is developed in accordance with the standards of the LEED
certificate for bioclimatic buildings of high energy class.
• Four land plots with a total area of 936,264 sq.m., located in Nea Sevastia in the Municipality of Drama,
which were acquired by the subsidiary Dramar S.M.S.A.. On 01.08.2025, in execution of the notarial
preliminary agreement dated 26.05.2022 and its extensions, the subsidiary proceeded with the
acquisition of the fourth and final plot, of c. 632,226 sq.m..
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
12
• A land plot of a total area of c. 345,567 sq.m., located in Gournes, Municipality of Hersonissos, Heraklion,
Crete. According to the business plan, the construction of a mixed-use tourist complex is planned,
comprising hotel, residential, and retail uses, with a total area of c. 58,885 sq.m..
Also, as of 31.12.2025, the total portfolio of joint ventures in which the Group participated included 5
investment projects (31.12.2024: 6 investment projects) in various stages of completion, in urban areas
throughout Greece, with office as well as mixed-use projects with a total fair value of €175,230,363
(31.12.2024: €194,102,146) and a total estimated Gross Development Value (GDV) at completion of
€393,057,230 (31.12.2024: €413,344,750), based on the valuations of independent certified valuers.
Based on the above, as of 31.12.2025, the total number of investment projects under management (Assets
under Management - AUM) of the Group (through subsidiaries and joint ventures) amounted to 13
(31.12.2024: 13) with a total fair value of €347,536,255
1
(31.12.2024: €335.886.928) and a total estimated Gross
Development Value (GDV) at completion of €1,357,405,682 (31.12.2024: €1,023,695,028), based on the
valuations of independent certified valuers.
For the structure of the Group, as well as the interests in subsidiaries and joint ventures, refer to notes 10
and 11 of the Annual Financial Statements.
During the fiscal year 2025 the following changes occurred in the Group’s structure:
On 27.02.2025, the notarial deed for the establishment of the subsidiary Dorou Residencies S.M.S.A., the
owner of Building A of «MINION», was signed in the context of the partial demerger plan of the company
Alkanor S.M.S.A. and the separation of the residential from the commercial development of the project.
On 04.08.2025, the Group through its subsidiary Arcela Investments Ltd proceeded with the establishment of
the subsidiary Terra Athena S.M.S.A..
On 10.09.2025, the Group through its subsidiary Arcela Investments Ltd proceeded with the acquisition of
100% of the share capital of the company Gournes Anaptyxi kai Diacheirisi Akiniton S.M.S.A., refer to note 10
of the Annual Financial Statements.
On 04.12.2025, the subsidiary of the joint venture Cante Holdings Ltd, Emid Ltd, proceeded with the sale of
the remaining 10% share of its participation in the company Rinascita S.A., refer to note 11 of the Annual
Financial Statements.
On 30.12.2025, the Group through its subsidiary Arcela Investments Ltd proceeded with the sale of its
participation (100%) in the subsidiary Alkanor S.M.S.A., refer to note 10 of the Annual Financial Statements.
1
A fair value of €2,283,765 relating to Bozonio S.M.S.A. is not included. Bozonio S.M.S.A. entered into a lease agreement for c. 2,018
sq.m. of office space in Thessaloniki.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
13
Finally, the subsidiaries Propela S.M.S.A., Perdim S.M.S.A., Terra Attiva S.M.S.A., Arcela Finance Ltd, Dimand
Cyprus Ltd and Dimand Real Estate and Services EOOD were liquidated and terminated during the fiscal year
2025.
The key figures in the Statement of Financial Position for the Group are as follows:
31.12.2025
31.12.2024
Variance (%)
Investment property
174,589,657
141,784,782
23%
Investments in joint ventures accounted for using the
equity method
96,350,456
87,061,019
11%
Cash and cash equivalents
50,053,021
38,265,299
31%
Borrowings
98,969,920
73,844,900
34%
Equity attributable to shareholders of the parent company
206,141,431
172,609,053
19%
SIGNIFICANT EVENTS IN 2025
A. Corporate events
Pursuant to the resolution of the Annual General Meeting dated 17.06.2025, a new Share Buyback Program
was approved for any purpose and use permitted under the applicable legislation, for a period of twelve (12)
months from the expiration date of the Program already in force, namely for a period of twelve (12) months
commencing on 22.06.2025 and remaining valid until 22.06.2026. Within the framework of this share buyback
program, the Company acquired, during the period from 22.06.2025 to 31.12.2025, treasury shares
amounting to 29,376 shares with a total value of €299,988, including acquisition costs. As of 31.12.2025, the
Company holds 79,084 treasury shares, representing approximately 0.42% of the Company’s total share
capital.
B. Investments
On 11.04.2025, the Group proceeded with the acquisition, subject to conditions, of properties located in Attica
and Crete. More specifically, it was agreed as follows:
a) The acquisition of 100% of the share capital of the company Gournes Anaptyxi kai Diacheirisi Akiniton
S.M.S.A., owner of a landplot, of a total area of 345,567 sq.m. located in Gournes, Municipality of Hersonissos,
Heraklion, Crete (with building potential area of c. 58,885 sq.m., for mixed-use tourist development).
b) The acquisition of 100% of the share capital of the companies Kantza Emporiki S.M.S.A. and Kantza S.M.S.A.
Anaptyxi Diacheirisi and Ekmetalleusis Akiniton, owners of landplots, of a total area of c. 318,901 sq.m. located
at Camba Estate, Municipalities of Paiania and Pallini, Attica (with a maximum built-up area of c. 90,000 sq.m.
of mixed use buildings, out of which c. 3,729 sq.m. relate to existing listed buildings).
c) The acquisition of a landplot of total area of c. 4,415 sq.m. (with a buildable area of c. 1,800 sq.m. of
residential buildings) and of a landplot of total area of c. 1,324 sq.m. with a listed residence of 685 sq.m.. The
two landplots are located in the area of Trigono Cambas, Municipality of Pallini, Attica.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
14
Following the above-mentioned agreement dated 11.04.2025, on 10.09.2025, the Group through its
subsidiary Arcela Investments Ltd proceeded with the final acquisition of 100% of the share capital of the
company Gournes S.M.S.A. for a consideration of €40,050,089, of which €1,995,000 had been paid as an
advance within the fiscal year 2025. Moreover, in February 2026, the Group through its subsidiary Arcela
Investments Ltd proceeded with the final acquisition of 100% of the share capital of the company Kantza
Emporiki S.M.S.A. for a consideration of €44,637,349, out of which €7,226,350 had been paid as an advance
until 31.12.2025. Also, the subsidiary Thomais Akinita S.M.S.A. proceeded with the acquisition of a landplot of
an area of c. 4,415 sq.m. and of a landplot of an area of c. 1,324 sq.m. with a listed residence of 685 sq.m., for
a consideration of €1,173,000, out of which €58,650 had been prepaid during the fiscal year 2025.
On 13.05.2025, the subsidiary Dorou Residencies S.M.S.A. in the context of the optimal use and development
of Building A of the property «MINION» proceeded with the lease of six horizontal properties with a total area
of c. 193 sq.m.. The lease term was determined to be 18 years, and the total rent amounted to €525,000,
which was paid in advance for the entire lease term. Also, on 30.06.2025 the subsidiary Dorou Residencies
S.M.S.A. proceeded with the acquisition of one more horizontal property of 26.6 sq.m. for a consideration of
€40,000 plus expenses of €2,052.
On 13.05.2025, the subsidiary Lavax S.M.S.A. proceeded with the signing of an amendment to the sublease
agreement regarding the rent. The subsidiary holds the right to use, under a long-term lease, a four-story
building with a total area of c. 3,153 sq.m. in central Athens, on Apellou Street.
On 01.08.2025, the subsidiary Dramar S.M.S.A., in execution of the notarial preliminary agreement dated
26.05.2022 and its extensions, proceeded with the acquisition of the fourth and final plot of land, with a total
area of c. 632,226 sq.m. in the area of Nea Sevastia, Drama, for a consideration of €4,720,000 plus expenses
of €1,060,691.
On 07.08.2025, the subsidiary Filma S.M.S.A. proceeded with the sale of part of the plot it owned in the
complex of industrial buildings of the former FIX Brewery, located on 26th October Street in Thessaloniki.
More specifically, the subsidiary proceeded with the sale of one vertical property with a total area of 6,900
sq.m., included listed buildings with a total area of 7,716 sq.m., to the the Ministry of Culture, which had
designated the said property as a “historic listed monument”. The transfer was executed pursuant to
Ministerial Decision No. 330247/2025 (Government Gazette B’ 3971/25.07.2025) with a consideration of
€8,232,000.
On 15.09.2025, the subsidiary Bozonio S.M.S.A. proceeded with the signing of a private lease agreement for
a three-storey leased building of c. 2,018 sq.m. in western Thessaloniki for exploitation purposes.
On 30.12.2025, the Group through its subsidiary Arcela Investments Ltd, proceeded with the sale of its 100%
stake in the subsidiary Alkanor S.M.S.A., for a consideration of €36,734,365, refer to note 10 of the Annual
Financial Statements.
The Group, during the fiscal year 2025 completed the aforementioned sales of its participations and its
investment properties and realized a total gain of €13,300,308 from these transactions. Specifically, the line
item “Fair value gains on investment property” includes an amount of €6,658,954, due to the measurement
of investment properties at fair value at the time of their disposal. Moreover, the line item “Gain on disposal
of subsidiaries and joint ventures” includes an amount of €6,082,145, due to the difference between the
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
15
consideration received and the net asset value of the subsidiaries and joint ventures that were transferred.
Finally, the line item “Gain on disposal of investment property” includes amount of €559,209, due to the
difference between the consideration received and the fair value of the investment property which was sold.
C. Financing
On 31.01.2025 and 20.03.2025, the Company proceeded with repayment of an amount of €1,000,000 and
€5,000,000 to Eurobank S.A. and Alpha Bank S.A., respectively, in the context of existing open current
accounts. As of 31.12.2025, the outstanding balance of the open current account with Alpha Bank S.A.
amounts to €1,000,000, while the outstanding balance of the open current account with Eurobank S.A. is zero.
On 11.04.2025, the Group, through its subsidiary Random S.M.S.A., proceeded with the signing of the
amendment of the existing Common Bond Loan Agreement of an amount of €13,700,000, regarding the
construction completion date, the date of calculation of the financial covenants, the availability period, as well
as the loan repayment schedule.
On 09.07.2025, the Group, through its subsidiary Hub 204 S.M.S.A., proceeded with the signing of an open
current account with Alpha Bank S.A. for an amount of up to €2,000,000, which was fully disbursed.
On 28.08.2025, the Company entered into a Common Bond Loan Agreement with Optima Bank S.A., as a
bondholder for an amount of up to €50,000,000. The purpose of the Bond Loan Agreement is the financing
of specific transactions through funding of the Group’s own participation and the financing of the Company’s
working capital needs. As of 31.12.2025, bonds with a value of €5,400,000 had been issued, while as of the
date of this report, bonds with a total value of €47,575,000 have been issued.
On 05.09.2025, the Company entered into a Common Bond Loan Agreement with Eurobank as a bondholder,
for an amount of up to €50,000,000, for the purpose of covering general business needs. As of 31.12.2025
and up to the date of this report, bonds with a total value of €39,900,000 have been issued.
FINANCIAL PERFORMANCE OF THE GROUP
The revenue of the Group for the fiscal year 2025 amounted to €59,867,865 from €28,423,718 in the previous
year, representing an increase of 111%. The table below presents the revenue by category:
From 01.01 to
31.12.2025
31.12.2024
Variance (%)
Revenue from project management
1,970,290
1,991,618
(1%)
Revenue from maintenance services
4,189,712
3,888,634
8%
Revenue from construction
48,420,633
15,483,342
213%
Revenue from sales of residential houses
-
4,000,000
(100%)
Revenue from consulting services
397
1,150,000
(65%)
Rental income
4,780,563
1,690,623
183%
Other revenue
109,667
219,501
(50%)
Total revenue
59,867,865
28,423,718
111%
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
16
The increase in the Group's revenue is mainly attributed to the increase in revenue from construction projects
and rental income. More specifically, the Group, through its subsidiaries Hub 204 S.M.S.A. and Citrus S.M.S.A.
provides construction services in the context of turnkey property according to client specifications, namely
the Judicial Buildings Financing Fund of the Ministry of Justice (hereinafter referred to as " TAHDIK") and the
Black Sea Trade and Development Bank, respectively, and also in the context of the project agreement for the
reconstruction of the building owned by IOVIS S.M.S.A. at 4 Korai and 30 Stadiou Streets, in accordance with
the specifications of Piraeus Bank. During 2025, significant progress was made in construction works,
resulting in a significant increase in revenue from construction projects, while at the same time the
construction of the Black Sea Trade and Development Bank property in Thessaloniki was completed. Finally,
rental income amounted to €4,780,563 from €1,690,623 in the previous fiscal year due to the full leasing of
the properties of the subsidiaries Alkanor S.M.S.A. and Random S.M.S.A.. During the fiscal year 2025, there
were no revenue from the sales of residential houses, which amounted to €4,000,000 in the previous fiscal
year.
The Group’s fair value gains on investment property for the fiscal year 2025 amounted to €30,357,153 from
€11,308,662 during the corresponding fiscal year 2024. The increase is mainly attributable to the fair value
measurement of the investment property acquired during the fiscal year 2025.
Additionally, during fiscal year 2025, the Group recorded a gain on disposal of investment in subsidiaries and
joint ventures, which amounted to €6,082,145 from €14,880,230 during the corresponding fiscal year 2024.
The Group’s operating expenses for the fiscal year 2025 amounted to €59,129,333 from €31,713,983 during
the corresponding fiscal year 2024. The increase in the Group’s operating expenses is mainly attributable to
the construction cost of an amount of €41,266,372 (2024: €14,462,603) within the framework of undertaking
project contracts (refer above for details).
As a result, the Group's operating profits for 2025 increased by 70%, amounting to €39,361,260 from
€23,125,673 during the corresponding fiscal year 2024.
The Group’s finance expenses for 2025 amounted to €3,284,144 from €3,139,766 during the corresponding
fiscal year 2024.
The Group’s share of profit of investments accounted for using the equity method for the fiscal year 2025
amounted to €5,515,025 from €34,471,092 during the corresponding fiscal year 2024. It should be noted that
in the previous fiscal year, the 65% stake in Skyline S.A. was acquired by the joint venture P and E Investments
S.A..
The Group’s profit before tax for 2025 amounted to €42,039,711 from €54,536,863 during the corresponding
fiscal year 2024. Respectively, the Group’s profit for 2025 amounted to €35,047,355 from €51,475,281 during
the corresponding fiscal year 2024.
The Group's profit before tax for the fiscal year 2025 attributable to the shareholders of the parent company
amounted to €40,865,341, representing an increase of 2% (2024: €40,027,337). Respectively, the Group's net
profit for the fiscal year 2025 attributable to the shareholders of the parent company amounted to
€33,872,985 from €36,965,755 during the corresponding fiscal year 2024.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
17
The main figures of the Statement of Comprehensive Income for the Group are as follows:
From 01.01 to
31.12.2025
31.12.2024
Variance
(%)
Revenue
59,867,865
28,423,718
111%
Fair value gains on investment property
30,357,153
11,308,662
168%
Operating profit
39,361,260
23,125,673
70%
Profit before tax attributable to shareholders of the parent
company
40,865,341
40,027,337
2%
Profit after tax attributable to shareholders of the parent
company
33,872,985
36,965,755
(8%)
KEY PERFORMANCE AND EFFECTIVENESS MEASUREMENT INDICATORS (ESMA)
In the context of the implementation of the Guidelines “Alternative Performance Measures” of the European
Securities and Markets Authority (ESMA/2015/1415el) which apply from 03.07.2016, the Group’s Management
measures and monitors the Group’s performance based on the following Alternative Performance Measures
(APMs) which are used internationally in the sector in which the Group operates. The Management evaluates
the Group’s results and performance at regular intervals identifying deviations from the objectives in a timely
and effective manner and taking corrective actions.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
From 01.01 to
31.12.2025
31.12.2024
Profit before tax
42,039,711
54,536,864
Plus: Depreciation and amortization of tangible and intangible assets
731,274
427,568
Plus: Net finance expenses
2,836,574
3,059,902
Earnings before interest, taxes, depreciation and amortisation
(EBITDA)
45,607,559
58,024,333
Earnings before interest, taxes, depreciation and amortisation
(EBITDA) attributable to Shareholders of the parent company
44,433,189
43,514,807
Adjusted Return on Equity - ROE:
From 01.01 to
31.12.2025
31.12.2024
Net profit attributable to shareholders of the
parent company
33,872,985
36,965,755
Plus: Deferred tax for the year
6,225,183
3,058,914
Adjusted net profit
40,098,168
40,024,669
Average shareholders’ equity attributable to the
Company’s shareholders (adjusted)
198,888,121
160,161,461
Adjusted ROE
20%
25%
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
18
During the current fiscal year, the Group modified the presentation of the Return on Equity (ROE) indicator.
The Adjusted Return on Equity (adjusted ROE) is presented thereon. The Group’s management considers that
the Group’s capital efficiency is more accurately reflected through the adjusted indicator, as the exclusion of
deferred taxes provides a more representative view of the Group’s operational performance. Comparative
figures for the previous fiscal year have been restated for comparability purposes.
Net Asset Value - NAV:
31.12.2025
31.12.2024
Total equity attributable to shareholders of the parent company
206,141,429
172,609,053
(Minus): Deferred tax asset
(625,468)
(431,603)
Plus: Deferred tax liability
11,986,636
8,096,192
Net Asset Value
217,502,597
180,273,642
Net Debt/Total Assets:
31.12.2025
31.12.2024
Debt
98,969,920
73,844,900
(Minus): Cash and cash equivalent
(50,053,021)
(38,265,299)
(Minus): Restricted cash
(3,326,710)
(2,023,850)
Net Debt (a)
45,590,189
33,555,751
Total Assets (b)
365,766,361
299,846,266
Net Debt / Total Assets (a/b)
12%
11%
Net debt / Investment property (Net LTV):
31.12.2025
31.12.2024
Outstanding capital of borrowings
95,534,936
73,078,000
(Minus): Cash and cash equivalent
(50,053,021)
(38,265,299)
(Minus): Restricted cash
(3,326,710)
(2,023,850)
Net Debt (a)
42,155,205
32,788,851
Investment properties
174,589,657
141,784,782
Net LTV (a/b)
24%
23%
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
19
DESCRIPTION AND MANAGEMENT OF THE KEY UNCERTAINTIES AND RISKS
During 2025, the Greek economy continued its positive trajectory, recording strong fiscal performance. Both
in the Eurozone and in Greece, inflation slightly decreased to levels below 3%, while Euribor interest rates
simultaneously eased to around 2%.
Although the Greek economy entered 2026 with stronger growth momentum, the recent (Feb-2026)
geopolitical turmoil from the war in the Middle East and its effects on the energy sector threaten to trigger a
new cycle of rising inflation and interest rates, with adverse consequences.
Management continuously monitors developments in the macroeconomic and financial environment in
Greece, taking into account international economic conditions, with the aim of timely implementing measures
to mitigate any potential adverse effects on the Group’s operations. After reviewing the current financial
information of the Group and the Company, as well as future obligations, agreements, and prospects, and
considering the impact of the macroeconomic environment, management believes that the outlook for the
Group and the Company is positive and that both the Group and the Company have the ability to continue
their operations without disruption in accordance with their business plan. As a result, the annual
Consolidated and Separate Financial Statements have been prepared on the basis of the going concern
assumption.
A. Financial risk factors
The Group and the Company are exposed to financial risks such as market risk, credit risk and liquidity risk.
Financial risks are managed by the Management of the Group and the Company. The Group and Company
Management identifies, evaluates and takes measures to hedge against financial risks.
a) Market risk
i) Price risk
The Group and the Company are indirectly exposed to price risk related to financial instruments to the extent
that the value of subsidiaries and/or joint ventures fluctuates due to changes in the value of the underlying
assets (real estate).
The operation of the real estate market involves risks associated with factors such as the geographical location
and commerciality of the property, the general business activity in the area and the type of use in relation to
future developments and trends. These factors individually or in combination can result in a commercial
upgrading or downgrading of the area and the property with a direct impact on its value.
In addition, fluctuations in the economic climate may affect the return-risk relationship that investors are
seeking for and may lead them to seek other forms of investment, resulting in adverse developments in the
real estate market that could affect the fair value of the Group’s properties and consequently its performance
and financial position.
The Group and the Company focus their investment activity on areas and categories of real estate for which
there is increased demand and commerciality at least in the medium term based on current data and
forecasts.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
20
The Group closely monitor and evaluate developments in the real estate market, and its properties are valued
by independent certified valuers.
The successful management and utilization of the Group’s portfolio of investment projects depends on
macroeconomic developments in Greece and the international markets (to the extent that the latter affect
the prevailing conditions in Greece), which in turn have the potential to influence the domestic banking sector
and the prevailing trends and conditions in the domestic real estate market. Any extreme adverse changes in
macroeconomic conditions as a consequence of geopolitical, health or other developments, may adversely
affect the time plan of development, cost of development, cost of borrowing, value and disposability of the
properties and, therefore, the Group’s business activity, fair values of the properties, cash flows and Group’s
financial position.
At the level of the domestic real estate market, the sharp increase in inflation and any further increase in
interest rates as a consequence of the above, potentially adversely affects both the cost of construction of
the projects as well as the cost of capital (debt and equity) required for the development of new projects, as
well as the fair value of the properties, to the extent that these macroeconomic variables are used as inputs
in the valuation.
ii) Cash flow risk and risk of changes in fair value due to changes in interest rates
Interest rate risk arises from the Group’s and the Company’s long-term debt. The Group’s and the Company’s
long-term debt on 31.12.2025, includes floating interest rate loans, refer to note 18 of the Annual Financial
Statements, and therefore the Group and the Company are exposed to the risk of changes in fair value due
to changes in floating interest rates and cash flow risk. The Group’s borrowing as of 31.12.2025 amounted to
€67,130,447, out of which the amount of €22,319,588 (2024: €41,938,708) relates to the balances of floating
rate bond loans of the subsidiaries IQ Athens S.M.S.A. and Random S.M.S.A. and amount of €44,810,859 (2024:
10,206,027) relates to the Company's bond loan.
If the borrowing rate, for the loans bearing floating interest rates, had increased/decreased by 1% during the
fiscal year 2025, while all other variables remaining constant, the Group’s profit or loss for 2025 would have
decreased/increased, respectively, by c. €671,304 (31.12.2024: €419,387), while the Company’s profit or loss
for 2025 would have decreased/increased, respectively, by €448,109 (2024: €0). The above sensitivity analysis
has been calculated using the assumption that the balance of the Group’s and the Company’s debt as of
31.12.2025, was the balance of the Group’s and the Company’s borrowings throughout the fiscal year.
The Group’s policy is to minimise this exposure at all times by monitoring market developments with regard
to the interest rate framework and applying the appropriate strategy in each case. For those of the Group’s
long-term euro-denominated loans that are fixed-margin with a floating basis linked to Euribor, the Group
has studied the Euribor fluctuation curve over a five-year horizon during which no significant risk has arisen.
For protection against a potential increase in the base interest rate (Euribor), the Group companies, in
collaboration with the financial institutions that finance them, have introduced clauses in the loan agreements
that provide for the use of interest rate risk hedging products under certain conditions. It should be noted
that the Group has not used the aforementioned instruments to hedge interest rate risk for the fiscal years
2025 and 2024, as their use has not been deemed necessary.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
21
In note 5.1 (c) of the Annual Financial Statements, an analysis is included detailing the contractual
undiscounted future cash flows from the borrowing of the Group and the Company.
iii) Foreign exchange risk
The Group and the Company operate in Europe, and the main part of their transactions are conducted in
euro. The Group and the Company as of 31.12.2025 did not hold significant amount of bank deposits in
foreign currencies therefore is not exposed to direct risk due to exchange rate fluctuations.
Therefore, due to the fact that transactions are mainly conducted in euro and there are no significant cash
reserves in currency other than the euro, there is no significant foreign exchange risk for the Group and the
Company.
b) Credit risk
The credit risk of the Group and the Company as of 31.12.2025, arises from the Group’s and the Company’s
cash and cash equivalents, receivables mainly from customers, receivables from finance subleases and loans
granted to related parties. The Group's trade receivables mainly relate to the Company's trade receivables
from joint ventures and third parties. The Group and the Company by definition do not create significant
concentrations of credit risk. Contracts are made with customers with a reduced degree of loss. Management
continually assesses the creditworthiness of its customers and the maximum credit limits allowed.
For the Group’s and the Company’s receivables and loans and information on the relevant provision for
impairment made by the Group and the Company, refer to related note 13 of the Annual Financial Statements.
The expected credit losses on the Group’s and the Company’s cash and cash equivalents at the reporting date
are not material as the Group and the Company cooperate only with recognised financial institutions with
high credit ratings.
c) Liquidity risk
Regarding liquidity risk, the Group and the Company are exposed to liquidity risk due to the medium term (2-
4 years) commitments in relation to their investment program and financial liabilities. The Management of
the Group and the Company monitors on a regular basis, the liquidity of the Group and the Company, as well
as each time a future investment and/or project is considered, to ensure that the required liquidity is available
in a timely manner. The Group and the Company manage the risks that may arise from a lack of sufficient
liquidity by ensuring that there are always secured bank facilities available for use, access to investment funds,
but also prudent cash management.
In note 5.1(c) of the Annual Financial Statements, as of the reporting date, the contractual undiscounted future
cash flows for the Group and the Company arising from financial liabilities are presented.
B. Capital Management
The Group’s and the Company’s objective in terms of capital management is to ensure the Group’s and the
Company’s ability to continue their operations profitably, providing a satisfactory return to shareholders and
ensuring an optimal capital structure.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
22
Management monitors external capital in relation to equity. In order to achieve the desired capital structure,
the Group and the Company may adjust dividends, return capital, or issue new shares.
The gearing ratio as at 31.12.2025 and 31.12.2024 is presented below.
Group
Company
31.12.2025
31.12.2024
31.12.2025
31.12.2024
Total debt
98,969,920
73,844,900
62,975,032
23,223,642
Minus: Cash and cash equivalents
(50,053,021)
(38,265,299)
(2,766,148)
(21,028,443)
Minus: Restricted cash
(3,326,710)
(2,023,850)
-
-
Net Debt
45,590,189
33,555,751
60,208,884
2,195,199
Equity attributable to shareholders of the
parent company
206,141,431
172,609,053
226,270,709
189,475,685
Total capital employed
251,731,620
206,164,803
286,479,593
191,670,884
Gearing ratio
18%
16%
21%
1%
NON-FINANCIAL INFORMATION
CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT (ESG)
Corporate governance and sustainable development are an integral part of all the Group’s activities. The
Group is committed to a strong set of core values that guide its business practices and serve as guiding
principles underpinning its commitment to sustainable business operations, aligning its course with the
United Nations Sustainable Development Goals (UN SDGs). By integrating these values into daily practices
and decision making, the Group strives to create a positive impact on the environment, society and the
economy, and to contribute to building a better future for everyone.
Through rigorous implementation of policies, responsible governance, strict compliance measures and
thorough audits, the Group consistently strives to maintain best practices that meet sustainability
expectations.
Sustainable Development
The Group is recognized as a leader in the Greek market in the development of sustainable and “green”
buildings and focuses on mixed-use urban regeneration projects that enhance city resilience and create long-
term value for cities and communities. The Group’s approach goes beyond the implementation of individual
projects, emphasizing the broader and lasting impact each development has on the urban environment in
which it is situated.
To this end, the Group creates long-term value by integrating sustainability, innovation, and stakeholder
collaboration into its real estate developments. Through a resilient business model, the Group invests in
green infrastructure, urban regeneration, and high-energy-efficiency buildings, ensuring economic,
environmental, and social impact. By leveraging strategic partnerships, contemporary design, and sustainable
development practices, the Group contributes to the improvement of the urban landscape while maximizing
asset value and returns for stakeholders, aiming to create “the cities we want to live in”.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
23
By adopting a disciplined cost structure in combination with diversified revenue streams, the Group’s
business model provides flexibility, effective risk management, and sustainable growth. These elements are
closely linked to the Group’s core competitive advantages, strengthening its market position and its ability to
respond effectively to changing economic, regulatory, and social conditions.
At the same time, the business model consistently reinforces the Group’s commitment to sustainable
development. Environmental and social factors are embedded throughout the decision-making and
operational framework, ensuring that the creation of environmental and social value is an integral part of
how the Group develops, invests, and operates.
The Group integrates responsible corporate governance, operational integrity, and meaningful stakeholder
engagement across the organization, embedding ESG principles into strategic decision-making and aligning
its priorities with the United Nations Sustainable Development Goals (SDGs). Since joining the UN Global
Compact in May 2024, the Group has reaffirmed its commitment to upholding human rights, maintaining
labor standards, protecting the environment, and combating corruption.
Corporate values
The core values are an integral part of the Group’s culture and business activities and reflect its belief that
responsible business is key to social welfare and development.
Excellence: The Group invests in continuous learning and development, empowering its people and fostering
new talent. Through expertise and commitment, the Group strives for excellence in every aspect of its
activities.
Innovation: The Group embraces innovation as a driving force for progress and leadership in the real estate
development sector. By adopting new practices and forward-looking innovative solutions, the Group
continues to set industry standards, among others through the implementation of landmark sustainable
development projects.
Quality: The Group approaches each project with particular attention and care, ensuring high standards of
execution and delivery. Its emphasis on quality enables the Group to create added value for clients and
communities, achieving high-performance results within schedule and budget.
Health and Safety: The Group is committed to providing a safe and healthy environment for its employees,
subcontractors, partners, and clients, operating in full compliance with the applicable regulatory framework
and integrating health and safety as a core priority across all its activities.
Environmental protection and responsibility: The Group integrates environmental responsibility at the
core of its development philosophy, systematically incorporating green building practices and internationally
recognized sustainability standards across all its projects.
Information security: The Group safeguards information and personal data, supporting its strategic
objectives while protecting the interests of clients, suppliers, and employees. Data security and privacy
protection constitute fundamental factors for maintaining trust and operational integrity.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
24
Anti-Corruption and Anti-Bribery: The Group applies strict anti-corruption and anti-bribery standards,
ensuring the integrity of its operations and all relationships with stakeholders. Ethical conduct and
transparency constitute non-negotiable principles governing the way the Group conducts its business
activities.
Sustainable Development Strategy (ESG Strategy)
Sustainable development lies at the core of the Group’s business activity, as sustainability is reflected both in
the buildings it develops and in the way the Group operates as an organization. Within this framework, the
Group designs and delivers environmentally responsible and high-performance investment properties that
contribute to the creation of resilient and sustainable cities, while simultaneously integrating sustainability
principles into its internal processes, workplaces, and corporate governance systems.
The Group’s sustainability strategy focuses on creating long-term value for stakeholders, addressing risks and
impacts related to climate change, and strengthening a structured Environmental, Social and Governance
(ESG) framework. This strategy is implemented across two interrelated levels. At its core are the Group’s own
operations, where responsible practices, strong corporate governance, and robust compliance mechanisms
guide the way the organization operates. Building upon this foundation, the strategy extends to the cities and
communities shaped through the Group’s projects.
By combining sustainable development at the project level with responsible corporate practices, the Group
ensures that environmental protection, social responsibility, and sound corporate governance are
consistently integrated both within the organization and across the broader built environment, strengthening
a cohesive and holistic ESG approach. Overall, this approach is founded on three key pillars: Environmental
Protection, Social Responsibility, and Sound Corporate Governance.
Contribution to United Nations Sustainable Development Goals (SDGs)
The Group aligns its sustainability strategy with the United Nations Sustainable Development Goals (UN
SDGs), placing emphasis on those goals where its activities can generate the most meaningful and measurable
impact. Within this framework, the Group prioritizes goals related to sustainable cities and communities,
climate action, responsible use of natural resources, decent work, and strong corporate governance.
Through the development of green and resilient buildings, as well as large-scale urban regeneration projects,
the Group directly contributes to outcomes that enhance environmental performance, create social value,
and strengthen long-term economic resilience.
The Group contributes to the achievement of 9 Sustainable Development Goals (SDGs):
SDG
Contribution
Good health and well-being
Design and development of buildings that promote
human health and well-being.
Affordable and clean energy
Energy-efficient buildings through smart
technological solutions aiming to minimize
greenhouse gas emissions.
Decent work and economic growth
Contribution to the local economy by providing
direct and indirect employment opportunities.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
25
Industry, innovation and infrastructure
Application of innovative technologies maximizing
the sustainability and resilience of buildings.
Sustainable cities and communities
• Development of “green” and sustainable
buildings.
• Revitalization of neighbourhoods and public
spaces / urban regeneration.
Responsible consumption and production
• Construction of environmentally friendly
materials.
• Responsible waste management practices.
Climate action
• Increase in the resilience of buildings to the
impacts of climate change.
• Use of low carbon building materials and
operational systems.
Life on land
Enhancement of urban biodiversity through the
development of buildings with green roofs and
pollinator gardens.
Partnerships for the goals
Participation in industry initiatives to promote the
sustainable development agenda.
Sustainability transparency
In 2025, the Group published the ESG Report for the period from 01.01.2024 to 31.12.2024. The report has
been prepared in accordance with the Global Reporting Initiative (GRI) Standards and has been aligned with
the Athens Stock Exchange (ATHEX) ESG Disclosure Guide 2022 and the Global Real Estate Sustainability
Benchmark (GRESB) Reporting Guide. For the period 1.1.2025 to 31.12.2025, the ESG Report is expected to be
published during the first half of 2026.
Moreover, the Group demonstrates a strong commitment to sustainability transparency through
participation in internationally recognised ESG assessment frameworks and capital‑market benchmarks.
During the period 2024-2025, the Group achieved a high performance in the GRESB Development Benchmark,
reflecting the structured integration of sustainability across development activities, governance, and
performance management.
In parallel, the Group attained a high ESG Transparency Score under the ATHEX ESG index, ranking among
the leading companies in the Greek market based on the Athens Stock Exchange’s ESG Disclosure Guide,
underscoring the Group’s commitment to clear, consistent, and high-quality ESG disclosure.
Moreover, the Group is recognized through a broad range of international and domestic awards that reflect
excellence across key areas of Group’s activity, including sustainable mobility, architecture and design,
business performance, and employee wellbeing.
Responsible and Resilient Supply Chain
The Group is committed to developing and maintaining a responsible and resilient supply chain that
prioritizes sustainability, ethical business conduct, and the creation of long-term value. This commitment is
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
26
implemented through comprehensive supplier selection criteria, rigorous evaluation processes, and
structured procurement practices, supported by compliance audits and digital monitoring tools.
By integrating Environmental, Social, and Governance (ESG) factors into procurement decisions and supplier
relationships, the Group ensures that its partners meet its standards for integrity, sustainability performance,
and responsible business conduct across the entire value chain.
Responsible sourcing is further reinforced through a structured procurement process and an annual supplier
evaluation system, under which suppliers are assessed based on ESG criteria, including environmental
performance, labour practices, product quality and safety, occupational health and safety, and compliance
with human rights standards.
In alignment with the guiding principles of ISO 20400, which promotes responsible procurement by
incorporating social, environmental, and ethical considerations into purchasing decisions, the Group
systematically embeds sustainability principles into the management of its suppliers.
Through close collaboration with suppliers who share common values and implement responsible practices
at all stages of the material lifecycle—from extraction and processing to transportation, use, and end-of-life
management—the Group enhances accountability, mitigates environmental and social risks, and ensures that
sustainability principles are incorporated at every stage of project execution.
Stakeholder Engagement
Stakeholder engagement is a fundamental pillar of Group’s strategic framework, enabling the systematic
identification and management of the expectations, needs, and concerns of all parties affected by the Group’s
activities. Through structured, transparent, and ongoing communication, the Group fosters constructive
relationships, builds trust, and proactively mitigates potential risks or conflicts throughout the lifecycle of its
projects.
Group applies a comprehensive and structured stakeholder engagement process that includes stakeholder
identification and analysis, engagement planning, communication, participation, feedback collection, and
reporting. This approach ensures that stakeholder perspectives are meaningfully integrated into strategic
decision-making and that the Group’s actions remain aligned with issues of highest relevance to each
stakeholder group, with particular emphasis on ESG-related performance and impacts.
Grounded in principles of integrity, accountability, and mutual respect, Group’s engagement practices are
based on open dialogue, active listening, and meaningful collaboration. This framework reinforces the
Group’s commitment to responsible and sustainable development, supporting long-term value creation while
responding to evolving stakeholders’ expectations and contributing positively to the communities in which it
operates.
The key stakeholder groups identified by the Group, which may directly or indirectly influence or be influenced
by its activities, either positively or negatively, are as follows:
• Employees
• Shareholders, Investors and capital and finance providers
• Tenants and clients
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
27
• Contractors, suppliers, and business partners
• Business consultants, technical advisors, and designers
• Government and regulatory authorities, local authorities
• Local communities, municipal authorities, and non-governmental organizations (NGOs)
• Rating agencies, banks, and financial institutions
• Academic and scientific community
• Wider society
The Group's key communication channels include press releases, publications, official announcements, as
well as financial and non-financial reports, which are made available through its official website
(https://dimand.gr/en/). Additionally, to ensure prompt response and interaction with stakeholders, meetings,
conferences, workshops, and targeted discussions are held whenever deemed necessary. Furthermore,
participation in events organized by regulatory, institutional, and other bodies provides valuable
opportunities for communication and exchange of views with stakeholder groups.
Double Materiality Assessment
The Group undertook in 2025 a voluntary Double Materiality Assessment to deepen its understanding of
environmental and social impacts and related risk exposure, strengthen strategic direction and long‑term
competitiveness, and further enhance the transparency and credibility of the Group’s sustainability
commitments. The applied methodological approach mirrors the principles of the European Sustainability
Reporting Standards (ESRS), encompassing two complementary lenses: impact materiality and financial
materiality.
The outcomes of the Double Materiality Assessment reflect the structured ESRS-aligned methodology applied
and provide a clear view of the sustainability matters most relevant to Group’s operations and stakeholders.
The results demonstrate that several topics carry double materiality, meaning they are material both in terms
of Group’s impacts on people and the environment and the financial implications these issues may have on
the Group.
Among these, climate change adaptation and mitigation, energy, biodiversity, working conditions (across
Group’s own workforce and the broader value chain), social inclusion of consumers and end-users, water,
waste, and corporate culture emerged as priority matters. Their classification as either impact-material,
financial-material, or both highlights how these sustainability topics influence our broader societal footprint
while also shaping financial resilience, operational performance, and long-term value creation.
E – Environment
- Sustainable and resilient living spaces
Group places the development of sustainable living spaces central to its mission of creating resilient,
future‑ready urban environments. The Group is committed to designing and delivering buildings that not only
withstand the impacts of climate change but also enhance the operational efficiency, long‑term value, and
overall experience of the people and businesses they serve. The Group’s approach integrates sustainability
principles from the earliest stages of concept development through construction and into ongoing asset
management, ensuring that every project contributes meaningfully to a climate‑resilient built environment.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
28
The Group’s focus lies in reducing lifecycle emissions, sourcing construction materials responsibly, and
promoting high standards of energy and water efficiency throughout a building’s operational phase. By
embedding these practices into each stage of the development process, Group strengthens the adaptive
capacity of its assets and supports the sustainable growth of the communities in which it operates. Group’s
extensive portfolio of green‑certified projects reflects this commitment in practice, demonstrating our ability
to combine technical excellence with environmentally conscious design.
Sustainable development efforts are guided by the Sustainable Development Policy through which the Group
commits to integrate sustainable development principles across the full asset lifecycle (planning, design,
construction, and operation) prioritizing innovative, low‑impact solutions that reduce the environmental
footprint of buildings and urban interventions. To this end, we apply the Leadership in Energy and
Environmental Design (LEED) framework—the world’s most widely recognized green building rating system—
as our primary benchmark for sustainable design and construction excellence. Guided by this framework, we
pursue a portfolio strategy that prioritizes the highest certification levels—LEED Gold and LEED Platinum—,
ensuring that our assets consistently demonstrate superior environmental performance, long‑term resilience
and strong appeal to institutional investors and high‑quality tenants.
By the end of 2025, the Group had developed or managed projects that collectively received 25 LEED
certifications, including 5 LEED Platinum, 18 LEED Gold, and 2 LEED Silver certifications, reflecting the Group’s
strong commitment to internationally recognized standards for sustainable, high-performance buildings.
Notably, 6 of these 25 certifications were achieved during 2025, corresponding to approximately 75,000 sq.m.
of newly certified space. The Group is a market leader in green buildings, having developed 35% of all LEED
BD+C certified buildings in Greece.
At the same time, DIMAND is committed to minimizing the environmental footprint of its own operations
through responsible resource management, regulatory compliance, and continuous environmental
performance improvement. This commitment is underpinned by the implementation and certification of an
Environmental Management System in accordance with ISO 14001:2015, which provides a structured
framework for identifying environmental risks and impacts, setting objectives, monitoring performance, and
embedding environmental responsibility into operational decision-making.
In support of this approach, DIMAND applies the Environmental Policy, which provides a clear and structured
framework for integrating environmental responsibility across project development, operational practices and
supply‑chain management. Moreover, to operationalize the environmental commitments and translate
strategic objectives into action, the Group developed the Environmental Sustainability Framework, which
provides a practical roadmap that guides decision‑making, implementation and monitoring, reinforcing the
Group’s contribution to resilient, low‑carbon and sustainable urban environments.
- Energy and carbon dioxide emissions
The management of energy use and greenhouse gas emissions is a core component of the Group’s approach
to environmental sustainability. The Group’s operational energy consumption primarily relates to electricity
used in office operations and thermal energy associated with the Group’s vehicle fleet.
In this context, the Group’s offices are housed in a LEED-certified building, reflecting its commitment to energy
efficiency and responsible environmental management. Additionally, the Group takes specific measures to
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
29
reduce mobility-related emissions by installing electric vehicle (EV) charging stations at its facilities,
contributing to the broader transition toward a net-zero carbon economy.
To further minimise its environmental impact, the Group implements targeted energy-efficiency measures
across its operations. These include optimising the performance and maintenance of air-conditioning systems,
reducing electricity consumption through the installation of energy-efficient lighting and motion sensors, and
replacing energy-intensive equipment at the end of its lifecycle with more efficient alternatives.
- Water management
The Group recognizes water as a critical shared natural resource, whose availability and quality are increasingly
affected by climate change. Although water consumption within the Group’s own operations is limited, the
Group remains firmly committed to the responsible management of water resources.
This commitment is reflected both in office operations and development projects through the implementation
of sustainable water management practices that focus on efficient use, pollution prevention, and long-term
protection of water resources. In particular, the Group’s headquarters, which are LEED-certified, are equipped
with an advanced rainwater harvesting system, enabling the reuse of collected water and significantly reducing
dependence on the municipal water supply.
- Circular economy
The construction and real estate sectors play a pivotal role in the transition to a circular economy, given the
intensive use of materials, the long lifespan of buildings, and the substantial quantities of construction and
demolition waste generated. In this context, the Group adopts a dual strategy, focusing circular economy
initiatives on areas with the most significant impact, while systematically implementing circular practices
across all operations. Although waste generated from office activities is negligible compared to the volumes
produced on construction sites, circular economy principles are promoted throughout the organization,
fostering responsible consumption and efficient resource use.
At the project level, the application of circular economic principles is most evident during the construction and
demolition phases, where material flows and waste generation are particularly high. The Group implements a
structured waste management hierarchy on its projects, prioritizing prevention and efficient use of resources
from the early stages, followed by reuse, recycling, and recovery, with final disposal used only as a last resort.
This approach ensures that materials are managed responsibly throughout the construction process, reducing
waste generation, maximizing recovery rates, and minimizing reliance on landfills. Through exclusive
collaboration with licensed waste management operators and a strong focus on high levels of recycling and
recovery, DIMAND integrates circularity principles into project execution, aligning construction practices with
long-term environmental performance and regulatory requirements.
- Biodiversity and green spaces
Biodiversity is a fundamental element for ecosystem health and human well-being, and the Group recognizes
its responsibility to protect and enhance the natural environment. Guided by the principles of the U.S. Green
Building Council (USGBC) and the International WELL Building Institute (IWBI), the Group integrates
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
30
biodiversity-related considerations into the design and development activities of its projects, aiming to create
a positive environmental contribution at the project level.
Although the Group’s developments are primarily located in urban areas and outside high-biodiversity zones,
it enhances the urban natural environment through the creation of green infrastructure, the use of native
vegetation, and the implementation of nature-positive design solutions, contributing to the development of
more resilient and sustainable cities.
Taxonomy
Companies required to disclose information under Article 8 of the EU Taxonomy Regulation are those that are
already subject to the non-financial reporting obligations under Article 19a or Article 29a of Directive
2013/34/EU.
According to Articles 151 and 154 of the Greek Companies Law (Law 4548/2018), the obligation to disclose
information under Article 8 of the Taxonomy Regulation applies to: a) Large public-interest entities or parent
companies of large groups that are public-interest entities and
b) Companies that exceed an average of 500 employees during the financial year and either have total assets
exceeding €20 million or total net sales exceeding €40 million at the balance sheet date.
As the Group, on 31.12.2025 and 31.12.2024, did not meet the above criteria, it is not required to disclose
information under the EU Taxonomy.
Finally, it is noted that in December 2025, the Company’s shares, which have been listed on the Athens Stock
Exchange (ATHEX) since July 2022, were included in the ATHEX ESG Index, which tracks the stock performance
of ATHEX-listed companies that adopt and disclose their practices on environmental, social, and corporate
governance (ESG) matters.
S – Social
The Group places people at the center of its approach to sustainable development, recognizing human capital
as a key driver of long-term value creation. In this context, the Group is committed to fostering active
engagement, continuous development, and collaboration among its employees, in line with its strategic goal
of creating better cities. Respect for human rights, the provision of a healthy and safe work environment, and
the promotion of a culture of inclusion are fundamental priorities for the Group, aligned with national labor
legislation, the United Nations Universal Declaration of Human Rights, and the International Labour
Organization (ILO) Conventions.
The Group seeks to attract, develop, and retain a highly skilled, committed, and diverse workforce through a
fair, impartial, and inclusive approach that supports sustainable growth and organizational progress. Its
human capital strategy is grounded in strong labor relations, continuous learning, and the promotion of both
professional and personal development. Employee engagement and continuous improvement are
strengthened through an annual employee survey, providing a structured and confidential platform for
expressing views on key aspects of the work experience, including well-being, development opportunities,
inclusion, health and safety, and organizational culture. At the same time, the Group monitors key human
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
31
capital performance indicators, such as workforce composition, training and development, employee
retention, and gender representation in management positions.
Furthermore, the Group recognizes that employees and partners across its value chain—including contractors,
subcontractors, suppliers, and other business partners—play a critical role in project execution and long-term
value creation. In the real estate and construction sectors, where activities heavily depend on external
partners, the Group places particular emphasis on protecting labor rights, promoting safe and fair working
conditions, and respecting human rights throughout the value chain. Through contractual requirements,
collaboration with licensed and reliable partners, and ongoing oversight mechanisms, the Group seeks to
ensure alignment with its ethical standards, health and safety requirements, and principles of diversity, equity,
and non-discrimination. This approach supports responsible business conduct, mitigates social risks, and
reinforces the Group’s commitment to sustainable and inclusive development across its entire value chain.
Human resources
As of 31.12.2025, the Group employed 68 employees, of which 54% were male and 46% were female
(31.12.2024: 71 employees, of which 61% were male and 39% were female).
Similarly, the Company employed 65 employees as of 31.12.2025, of which 54% were male and 46% were
female (31.12.2024: 63 employees of which 57% were male and 43% were female).
Below is a table with the categorization of the staff of the Group and the Company according to the gender
and age of the personnel for the year ended at 31.12.2025 and 31.12.2024.
2025
Group
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
2
7
9
22%
78%
between 31 to 40
9
11
20
45%
55%
between 41 to 50
15
9
24
63%
38%
Over 50
11
4
15
73%
27%
Total
37
31
68
54%
46%
2024
Group
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
6
6
12
50%
50%
between 31 to 40
10
9
19
53%
47%
between 41 to 50
16
10
26
62%
38%
Over 50
11
3
14
79%
21%
Total
43
28
71
61%
39%
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
32
2025
Company
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
2
7
9
22%
78%
between 31 to 40
9
10
19
47%
53%
between 41 to 50
14
9
23
61%
39%
Over 50
10
4
14
71%
29%
Total
35
30
65
54%
46%
2024
Company
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
3
6
9
33%
67%
between 31 to 40
9
8
17
53%
47%
between 41 to 50
15
10
25
60%
40%
Over 50
9
3
12
75%
25%
Total
36
27
63
57%
43%
In addition, the Board of Directors of the Company consists of 9 members of which 67% were men and 33%
women, confirming the policy of non-discrimination and equal opportunities regardless of gender adopted
by the Group.
The Group and the Company have as their priorities to attract and retain human resources characterised by
integrity and professionalism, offering them equal opportunities both in terms of remuneration and
opportunities for advancement.
The Group and the Company is interested in the development of employees and therefore supports the
training of employees through external educational institutions, within the scope of its scope and business
activities.
Health and Safety
The Group is committed to providing employees and subcontractor personnel with a safe, protected, and
healthy working environment. In this context, the Group adopts a “zero-accident” approach, aiming to
eliminate workplace accidents, injuries, and incidents of any kind, based on the fundamental principle that
every incident, regardless of severity, can and must be prevented.
To achieve this, the Group operates under a certified Occupational Health and Safety Management System
(OHSMS) in accordance with ISO 45001, which applies to all employees and subcontractors working on the
Group’s construction sites. Through established communication channels, employees receive continuous
guidance from management and are actively encouraged to raise concerns, report potential hazards, and
suggest improvements, fostering a participatory, inclusive, and proactive safety culture grounded in shared
responsibility and continuous learning.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
33
In parallel, extensive risk assessments are conducted by specialized Health and Safety Officers to
systematically identify potential hazards based on severity, likelihood, and exposure level. Moreover, the
Group places particular emphasis on monitoring employee health and providing preventive medical support,
maintaining an individual health record for each employee and ensuring the conduct of annual medical
examinations through the Company’s Occupational Physician.
Social Initiatives
The Group’s approach to social contribution is founded on the belief that sustainable urban development
must be closely linked to a meaningful and lasting positive impact on local communities. Guided by a strong
sense of responsibility, the Group systematically integrates the creation of social value at all stages of its
activities, ensuring that its projects not only transform the built environment but also contribute positively to
the well-being of the people and communities they serve. This contribution is further reflected in the Group’s
Socioeconomic Impact Study, published in 2024, which highlighted the Group’s significant role in supporting
employment, strengthening the domestic supply chain, generating public revenues, and contributing to
measurable economic value for the Greek economy, alongside targeted investments in social and
environmental initiatives.
The Group’s commitment to promoting positive social change extends beyond its core business activities and
is expressed through a broader range of actions and initiatives. In this context, the Group has developed an
organized and strategic approach to Corporate Social Responsibility (CSR), structured around three key pillars:
Society, Culture, and Environment. Through this framework, the Group systematically designs and
implements initiatives that address the needs of local communities, promote cultural development and social
cohesion, and enhance environmental awareness and protection.
This structured approach ensures that social contribution is delivered in a focused, measurable, and
meaningful manner, reinforcing the Group’s role as a responsible corporate citizen and as a catalyst for
sustainable and inclusive urban development.
G – Corporate Governance
Corporate governance is a fundamental component of the Group’s ESG strategy, ensuring that its activities
are conducted with integrity, accountability, and transparency. The governance framework is designed to
align the interests of management with those of shareholders and other stakeholders, promoting sustainable
practices and ethical decision-making.
This framework includes a diverse Board of Directors, robust systems for regulatory compliance and risk
management, as well as comprehensive stakeholder engagement processes, ensuring that the needs and
concerns of society are considered.
The Group remains committed to the continuous improvement of its corporate governance practices,
conducting regular reviews and updates of its policies to integrate industry best practices and meet
stakeholder expectations.
Through effective corporate governance, the Company aims to enhance trust, mitigate risks, and promote
long-term sustainable growth.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
34
The Company and its significant subsidiary, Arcela Investments Ltd, have established an Internal Operating
Regulation, which records the key principles, policies, and corporate governance procedures they implement,
including the principles governing the Internal Control System, in compliance with applicable legislation and
the regulatory requirements of supervisory authorities. The Internal Operating Regulation of the Company
and its significant subsidiary, Arcela Investments Ltd, is available on the website https://dimand.gr/en/.
Relevant information is also included below in the Corporate Governance Statement.
• Code of Business Ethics and Conduct
A fundamental principle of the Group is uncompromising compliance with all applicable laws and regulations.
To ensure this commitment, the Group has established the Code of Business Ethics and Conduct, a
comprehensive framework designed to inform employees about the legal and regulatory requirements
relevant to their roles. This Code enables employees to perform their duties in full compliance with the law,
while ensuring alignment with the Group’s ethical principles and legal obligations.
The Code of Business Ethics and Conduct set out the core principles, rules, and values that govern the
Company’s activities, defining the ethical and professional standards that all employees and representatives
of the Group are expected to uphold.
In 2024, the Group undertook a revision of the Code, further strengthening its commitment to integrity,
transparency, and excellence in business ethics across all operations.
The Code serves as a timeless guide for addressing business situations with ethics and professionalism, while
also acting as a critical decision-making tool, supporting the selection of business practices that are aligned
with the Group’s principles and values.
All key aspects of conduct—including the prevention of corruption, bribery, workplace violence, and
harassment, as well as the management of conflicts of interest, business practices, labor relations, social
responsibility, data protection, and quality assurance—are clearly defined in the Code, shaping a strong and
ethically responsible business environment.
• Commitment to Combating Bribery and Corruption
A core value of the Group is fostering a strong compliance culture and preventing bribery and corruption.
This principle is fundamental to building trust and creating long-term value in relationships with clients,
business partners, and public authorities. The Group ensures that all employees and partners are fully
informed about the legal framework governing anti-bribery and anti-corruption practices, in accordance with
national and international legislation.
To this end, the Group has adopted an Anti-Bribery and Anti-Corruption Policy, which fully complies with
applicable national laws and international conventions.
This Policy is binding for all Group employees, regardless of role or hierarchical level. It also applies to
members of the Board of Directors, third parties appointed by the Board, members of Board Committees and
independent Committees, the management team (including General Managers, Directors, and Department
Heads), the major shareholder, and all other Group employees.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
35
Additionally, the Policy extends to suppliers, consultants, business partners, and other third parties acting on
behalf of the Group.
The Company is also certified under the Anti-Bribery Management System (ELOT ISO 37001:2017),
demonstrating formal recognition of its commitment to ethical business practices.
In 2025, the Group recorded no incidents of bribery or corruption, confirming its dedication to transparency,
ethical business conduct, and compliance with the highest standards of integrity.
• Policy Against Violence and Harassment
The Group applies a zero-tolerance approach toward workplace violence and harassment, following the same
strict standards it applies to bribery and corruption. To prevent and address incidents of violence and
harassment, the Group has established the Policy for the Prevention and Combating of Workplace Violence
and Harassment, supported by a clear and straightforward reporting procedure.
Through this initiative, the Group ensures a safe, inclusive, and dignified work environment, where
relationships among employees, partners, management, and affiliated companies are built on trust,
collaboration, and professionalism.
• Conflict of Interest
Conflicts of interest can affect the Group’s strategy and reputation when an individual’s personal interests
interfere with their professional duties. Such situations arise when personal interests compromise objectivity,
lead to misuse of corporate resources, or create the appearance of inappropriate behaviour.
To mitigate these risks, the Group has incorporated into its Code of Business Ethics and Conduct a framework
prohibiting activities that could harm the Group’s interests or obstruct the proper performance of
professional duties.
Additionally, the Group has implemented the Policy & Procedure for the Prevention and Management of
Conflict of Interest, which defines the requirements for identifying, preventing, and managing conflicts that
may impact the Group.
This Policy provides stakeholders with clear guidance for defining, recognizing, and addressing conflicts of
interest. The Group encourages the reporting of potential conflicts to ensure adherence to the highest ethical
standards.
• Whistleblowing mechanism
The Group promotes transparency and accountability through a robust Whistleblowing Management Policy,
encouraging employees and stakeholders to confidentially report unethical or improper practices.
All reports are thoroughly reviewed and addressed in accordance with the Company’s internal procedures
and policies.
The Group’s commitment to ethical conduct is upheld at all levels of its organizational structure, including the
Board of Directors, management, employees, suppliers, and other stakeholders.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
36
To manage the reporting process, the Group has appointed the Receiving and Monitoring Reports Officer
(RMRO), responsible for receiving, investigating, and assessing all reports related to unethical or illegal
activities. The RMRO ensures that all reports are handled with strict confidentiality and in full compliance with
the Company’s policies.
The Policy guarantees that employees can express concerns and file complaints without fear of retaliation,
such as dismissal, demotion, or harassment. By implementing this Policy, the Group fosters a culture of open
communication and transparency, promoting a healthy and ethically responsible work environment.
• Protection of Personal Data
The Group recognizes the importance of protecting the personal data of its stakeholders, including
employees, customers, partners, suppliers, shareholders, and prospective employees. The processing of
personal data is carried out strictly in accordance with applicable national legislation and the European
Regulation 2016/679 (GDPR), ensuring its lawful, fair, and secure management.
Respect for, protection, and security of data are core commitments of the Group and the Company. For this
reason, it implements robust security measures and adopts established policies, such as the Data Protection
Policy and the Information Security Policy. These policies create a clear and structured framework that
ensures employees are fully informed about the Company’s procedures, preventive measures, and
commitments regarding data protection.
At the same time, the Company takes proactive and effective measures to prevent any loss, breach, or misuse
of personal and confidential information. Additionally, it implements reporting and incident management
mechanisms to promptly address any privacy violations or data leakage incidents.
Recognizing the importance of continuous training in maintaining compliance and security, the Company
invests in the systematic education of its employees, ensuring they are well-informed about the principles,
requirements, and best practices of the General Data Protection Regulation (GDPR).
Demonstrating its unwavering commitment to the highest standards of data protection and regulatory
compliance, the Company recorded zero incidents of personal data breaches or confidential information
leaks in the fiscal year 2025.
Non-Financial Risks
The Group has identified a range of potential non-financial risks, the effective management of which requires
a coordinated and collective approach.
• Climate Change Risk
Climate change represents one of the most significant global challenges, affecting the Group’s business
activities as well as the natural environment and society at large. Recognizing the importance of this risk, the
Group shapes its strategy with a focus on investments in energy-efficient, sustainable, and resilient buildings.
To safeguard its assets, the Group also secures insurance coverage against natural disasters. Additionally,
management continuously monitors developments in applicable legislative and regulatory frameworks and
adjusts the Group’s strategy and practices as needed.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
37
• Energy Transition
The global effort to gradually reduce reliance on fossil fuels and shift towards alternative and sustainable
energy sources finds the Group as an active supporter and participant, given that energy efficiency is a critical
factor in mitigating the impacts of climate change. Considering that buildings are among the largest energy
consumers worldwide, the Group implements targeted initiatives and practices to enhance the energy
efficiency of its projects and contribute to reducing their environmental footprint.
• Employee Health and Safety
Ensuring the health and safety of employees is a top priority for the Group. To this end, a comprehensive
occupational health and safety management system is implemented, which includes systematic monitoring
of critical parameters and the execution of all necessary preventive measures.
Confirming its commitment to creating safe and healthy working conditions, the Group has been certified
under the international standard ISO 45001:2018 for occupational health and safety (HSE), which ensures the
application of high standards for the protection of human capital.
• Equal Opportunities and Human Rights
The Group recognizes the fundamental importance of protecting Human Rights and has established a clear
framework of principles and values guiding its operations and activities. With respect for its employees and
partners, the Group takes proactive measures and implements policies aimed at preventing any form of rights
violations.
Ensuring equal opportunities is a key strategic priority for the Group, which enforces a Code of Business Ethics
and Conduct, as well as a zero-tolerance policy against discrimination and harassment.
Within this framework, all forms of discrimination are explicitly prohibited, including those related to gender,
gender identity or expression, sexual orientation, physical abilities, or any other personal characteristic. At
the same time, the Group ensures that all employees have equal opportunities for professional development,
based on objective criteria such as skills and qualifications.
The Group remains committed to fostering a fair, inclusive, and safe workplace culture, creating an
environment based on respect, meritocracy, and equal opportunities for all.
During the fiscal years 2024 and 2025, no fines or observations were imposed by the competent authorities
for violations of labour legislation.
EVENTS AFTER THE DATE OF THE FINANCIAL STATEMENTS
The most significant events after 31.12.2025 are the following:
On 17.02.2026, the Company proceeded with the issuance of bonds with a total value of €42,175,000, within
the framework of the Common Bond Loan dated 28.08.2025, with Optima Bank S.A. as the bondholder.
On 20.02.2026, the Group, through its subsidiary Arcela Investments Ltd, proceeded with the acquisition of
100% of the share capital of the company “Kantza Emporiki S.M.S.A.”, owner of an area of c. 318,901 sq.m.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
38
located in Camba Estate, Municipalities of Paiania and Pallini, for a consideration of €44,637,349. The financing
of the above-mentioned transaction was carried out through debt.
On 24.02.2026, the Group, through its subsidiary Thomais Akinita S.M.S.A., proceeded with the acquisition of
a land plot of a total area of c. 4,415 sq.m. and a land plot of a total area of c. 1,324 sq.m. with a listed residence
of 685 sq.m., for a consideration of €1,173,000. The two landplots are located in the area of Trigono Cambas,
Municipality of Pallini, Attica. The financing of the above-mentioned transaction was carried out through debt.
On 17.03.2026, the Company entered into a Common Bond Loan Agreement with Credia Bank S.A., for an
amount of up to €13,000,000 and with a seven-year term. The purpose of the bond loan is to repay the balance
of the current account of €3,000,000 with the aforementioned bank and to repay a bond loan held by Ethniki
Insurance S.A. amounting to €10,000,000. The repayments of the above-mentioned loans were completed by
27.03.2026.
No other events, other than the above, have occurred since the date of the Statement of Financial Position
that would have a material impact on the financial statements.
RELATED PARTY TRANSACTIONS
All transactions with related parties have been carried out on an arm’s length basis (in accordance with the
usual commercial terms for corresponding transactions with third parties). Significant transactions with
related parties, as defined by International Accounting Standard 24 "Related Party Disclosures" (IAS 24), are
described in detail in Note 32 of the Financial Statements.
OTHER INFORMATION
• Securities held
On 31.12.2025 the Group and the Company did not have post-dated checks receivable and promissory notes
in the portfolio.
• Bank deposits in foreign currency
The Group and the Company on 31.12.2025 did not hold significant bank deposits and cash in foreign
currency.
• Branches of the Company
The headquarters of the Company are located in Maroussi, Nerantziotissis Street 115, P.C. 15124. In addition
to the headquarters, the Company on 31.12.2025 has the following facilities:
A/A
Area
Use
Address
1
Athens
Construction site
M. Vassiliou and Stratonikis, Kerameikos
2
Athens
Warehouse
Kifisias 65 and Makedonias N. Heraklion
The Group and the Company do not have a research and development department as this is not required
within the scope of their activities.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
39
PROSPECTS FOR 2026
For 2026, the Group anticipates further strengthening of its growth momentum, with a focus on increasing
operational profitability, maintaining a strong capital base and profitability, and creating added value through
the maturation of its investment portfolio and the addition of new large-scale projects.
Specifically, in the year 2026, the Group aims at:
a) the divestment (exit) of investment properties which are fully operational and income producing, as well
as investment properties which are expected to be completed within 2026,
b) continuing of the investment program and commercial exploitation of its secured property pipeline with
a completion horizon over the next four years,
c) the addition of new properties for development, which are preliminary agreed upon and meet the Group's
investment criteria,
d) the maturation, through development or sale, of Skyline's real estate portfolio,
e) investing in new activities related to the management and/or development of real estate portfolios.
At the same time, the Group is examining new investment opportunities in both the field of real estate
development and in the exploitation of hospitality assets it already holds and/or may acquire in the future,
independently or through strategic partnerships with domestic and/or foreign institutional investors, through
alternative capital raising and management structures (fund management).
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
40
Corporate Governance Statement
Introduction
Pursuant to art. 152 and 153 of L. 4548/2018, article 1-24 of L. 4706/2020, as well as the Hellenic Capital
Market Commission Letter with ref. no. 150/29/01/2026, 434/24.02.2025 and 425/21.02.2022 to companies
with securities listed on the Athens Exchange and the relevant Questions and Answers regarding provisions
of Articles 1-24 of L. 4706/2020 on corporate governance, as well as the Guidelines (Part E’) of the HCGC, the
Company has included as a specific section of the Board of Directors annual Management Report, the
Corporate Governance Statement.
In accordance with the provisions above, the Company’s Corporate Governance Statement includes the
following sections:
A. Corporate Governance Code to which the Company is subject and deviations from its Special Practices,
B. Internal Regulation,
C. Composition and operation of the Board of Directors and Other Management, Administrative and
Supervisory Bodies,
D. Main characteristics of the Internal Audit and Risk Management System of the Company with regards to
the preparation of the financial statements process,
E. Suitability Policy and Diversity Policy regarding the composition of the Management, administrative and
supervisory bodies of the Company,
F. Policies ensuring adequate information on all related party transactions,
G. Sustainable Development Policy (ESG)
It is noted that the rest of the information required by Article 4 paras. 7 and 8 of L. 3556/2007 and Article 10
para. 1 of European Directive 2004/25/EC are included in the Explanatory Report to the Ordinary General
Meeting of Shareholders, constituting a specific section of the annual Management Report of the Company’s
Board of Directors.
A. Corporate Governance Code to which the Company is subject and deviations from its Special
Practices
I. The Company has a defined Corporate Governance framework in place, harmonized with Greek legislation
and the decisions of the Hellenic Capital Market Commission and into which recognised practices have been
incorporated, aiming to transparency and sound operation of the Company and its Group in all its business
sectors. Through its corporate structure and governance, the Company aims to the enhancement of dialogue
with its investors for the purpose of achieving the maximisation of its long-term value for its shareholders.
The Company has adopted the Corporate Governance Code of the Hellenic Corporate Governance Council
which has been certified by the Hellenic Capital Market Commission as body of recognised competence, in
accordance with Article 17 of L. 4706/2020 and Article 4 of the Decision of the Hellenic Capital Market
Commission (Decision 2/905/3.3.2021 of the Board of Directors of the Hellenic Capital Market Commission).
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
41
The Corporate Governance Code (hereinafter «CGC») is posted on the Company’s website
(https://dimand.gr/en/), section: About Us / Corporate Governance / Corporate Governance Code (Corporate
Governance). The Company, during the year 2024, fully complied with the existing legislative framework
regarding the corporate governance of companies with securities listed on a regulated market.
II. The Company adopts and complies with the special practices of the CGC, with the following deviations
regarding certain "Special Practices", provided for listed companies, which are due to the specific
characteristics, size and existing structures of the Company, and which are listed in the table below:
Special CGC Practice
Justification of Deviation
PART A΄
1.13. The non-executive members of the Board of
Directors meet at least annually, or on an
extraordinary basis when deemed appropriate
without the presence of executive members in
order to discuss the performance of the latter. At
these meetings the non-executive members do not
act as a de facto body or committee of the Board of
Directors.
The Company in its Internal Regulation regarding
the responsibilities of the non-executive members
includes the supervision of the executive members
and the control of their performance. The practice
followed by the Company in the year 2025 is for the
members of the Board of Directors to exchange
their views during the meetings, with the aim of
open dialogue and constructive criticism of the work
of the executive members. Among the members of
the Board of Directors (executive and nonexecutive)
there is full transparency and thorough discussions
take place, in which the issues presented are
analysed.
However, the Company applies paragraph 5 of
article 9 of L. 4706/2020, as well as the letter of the
Capital Market Commission, number EXE - 428 - 21-
02-2022 - QUESTIONS AND ANSWERS_L. 4706 AR 1-
24, where in points under 20 and 21 it is clarified that
"..the will of the legislator is the independent
nonexecutive members of the Board of Directors to
submit in any case, jointly or individually, reports to
the General Meeting of Shareholders of the
Company." The independent non-executive
members in the content of their report to the
General Assembly include matters on their
obligations.
1.15. The Board of Directors establishes its
Operating Regulation, which describes at least the
way it meets and takes decisions and the
procedures it follows, taking into account the
relevant provisions of the Articles of Association and
the mandatory provisions of the law.
1.16. The Operating Regulation of the Board of
Directors is drawn up in compliance with the
The tenure, composition, operation, responsibilities
of the Board of Directors, as well as the mandatory
provisions of the Law on the operation of the Board
of Directors are described in detail in the Company’s
Internal Regulation, therefore it was not deemed
necessary to draw up a separate Operating
Regulation for the Board of Directors, which would
include the same references.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
42
principles of the CGC or otherwise explaining the
deviations.
B. Internal Regulation
The Company, with the decision of its Board of Directors dated 31.05.2024, has an updated Internal
Regulation.
The Regulation aims to regulate the organization and operation of the Company and includes:
► The responsibilities of the members of the Company’s Board of Directors.
► The organizational structure, the objects of the units, the committees of article 10 of Law 4706/2020
or other permanent committees, as well as the duties of their heads and their lines of reference.
► The determination of the Company’s departments and/or units, their purpose and their operation in
general.
► The report of the main characteristics of the Internal Control System (ICS), which includes the units of
Internal Audit, Risk Management and Regulatory Compliance.
► The process of selecting and hiring senior Management and evaluating their performance.
► The process of compliance of persons exercising managerial duties and persons having close ties with
them, with the obligations of article 19 of Regulation (EU) 596/2014.
► The process of disclosing any dependency relationship of the independent non-executive members
of the Board of Directors and the persons who have close ties with these persons.
► The process of compliance with the obligations arising from the law regarding transactions with
related parties (articles 99 to 101 of L. 4548/2018.
► The policies and procedures for preventing and dealing with situations of conflict of interest.
► The Company’s compliance policies and procedures with the legislative and regulatory provisions that
regulate its organization and operation, as well as its activities.
► The Company’s procedure for managing privileged information and properly informing the public, in
accordance with the provisions of Regulation (EU) 596/2014.
► The policy and procedure for the periodic assessment of the Internal Control System (ICS) by persons
who have relevant professional experience and do not have dependent relationships, in particular
with regard to the adequacy and effectiveness of financial reporting, on a company level as well as on
a consolidated basis, as to risk management and to regulatory compliance, in accordance with
recognised assessment and internal control standards, as well as the application of the corporate
governance provisions of Law 4706/2020.
► The training policy of the members of the Board of Directors, senior Management, as well as the other
executives of the Company, especially those involved in internal control, risk management, regulatory
compliance, and information systems.
► The sustainable development policy (ESG) followed by the Company.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
43
C. Composition and operation of the Board of Directors and Other Management, Administrative and
Supervisory Bodies
C.1. Composition and Operation of the Company’s General Meeting
Pursuant to the Company’s Articles of Association, the General Meeting of Shareholders is the supreme
decision-making body of the Company, convened by the Board of Directors and entitled to resolve on any
matter of the Company, in which the shareholders are entitled to participate, either in person or through of
a legally authorized representative, in accordance with the currently provided for due process.
At the meetings of the General Meeting, the Chairperson of the Board of Directors temporarily presides. One
of the shareholders present or shareholder representatives designated by the Chairperson fulfil temporary
secretary duties. Shareholders, or some of them, can participate in the General Meeting remotely through
audiovisual or other electronic means, if the Board of Directors convening it so resolves. The Board of
Directors may at its discretion resolve that the General Meeting will not meet at some place, rather will meet
solely through participation of shareholders and other people entitled to participate in it by law, remotely via
the electronic means provided for by Article 125 of L. 4548/2018. The Board of Directors determines the
details for the implementation of the above, in compliance with current provisions and taking adequate
measures so that the provisions of Article 125 para. 1 of L. 4548/2018 or any subsequent provision regulating
the same matter are ensured.
C.2. Composition and Operation of the Company’s Board of Directors
The Board of Directors is the competent body that resolves on all matters concerning the representation,
administration, management and in general the pursuit of the Company’s purpose, within the limits of the
law and excluding the matters on which, competent to resolve is the General Meeting of Shareholders.
The Board of Directors effectively exercises its leadership role and directs corporate affairs for the benefit of
the Company and all shareholders, ensuring that Management follows the corporate strategy. In addition, it
ensures fair and equal treatment of all shareholders, including minority shareholders and foreign
shareholders.
According to the Company’s Articles of Association, it is managed by a BoD consisting of seven (7) to thirteen
(13) members, elected by the Ordinary General Meeting, which also determines their term of office.
The Board of Directors consists of executive and independent non-executive members, in accordance with L.
4706/2020 on corporate governance, as applicable. The status of the members of the Board of Directors as
executive or non-executive is defined by the Board of Directors.
The independent non-executive members are elected by the General Meeting of the Company’s Shareholders
or appointed by the Board of Directors, in accordance with paragraph 4 of article 9 of L. 4706/2020, as
applicable, they must not fall short of one third (1/3) of the total number of members of the Board of Directors
and, in any case, cannot be less than two (2). If a fraction occurs, it is rounded to the nearest whole number.
The composition of the Company’s BoD is in accordance with the provisions of Article 5 para. 2 of L.
4706/2020. The members of the Company’s Board of Directors were elected pursuant to the decision of the
Ordinary General Meeting dated 17.06.2025, with a three-year term, which expires on 17.06.2028 and which
is automatically extended until the first Ordinary General Meeting after the end of their term. Thereafter, the
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
44
current Board of Directors was reconstituted in a body (a) by the decision of the Board of Directors dated
17.06.2025 and (b) by the decision of the Board of Directors dated 03.11.2025, during which it was
reconstituted as a board following the resignation on 30.10.2025, effective from 03.11.2025, of the
independent non-executive member of the Company’s Board of Directors, Mrs Polyxeni Kazoli (Xenia)
1
.
The current Board of Directors consists of a total of nine (9) members, three (3) independent non-executive
members and six (6) executive members. The Board of Directors is composed of three (3) women, which is
not less than 25% of the total number of its members in accordance with Article 3 par. 1b of L. 4706/2020.
Independent non-executive members of the Board of Directors meet the independence requirements, in
accordance with the provisions of Article 9 of L. 4706/2020, as detailed in the Company’s Operating
Regulations and in the Procedure for the disclosure of any dependency relationships between independent
non-executive members of the Board of Directors and persons who have close ties with these persons,
ensuring the independency of the independent Board members and for re-evaluating the independence
requirements. The fulfilment of the conditions for the designation of a Board member as an independent
member shall be reviewed by the Board at least on an annual basis per fiscal year and in any case before the
publication of the annual financial report, including a determination to that effect.
In connection with the fiscal year 2025, the Board of Directors, supported by the Remuneration &
Nominations Committee and the Compliance Unit, reaffirmed at its meeting held on 12.02.2026, that the
Independent Non-Executive Members of the Board meet the independence criteria as per Article 9 of Law
4706/2020.
Furthermore, it is noted that the aforementioned composition of the Board of Directors complies with the
provisions set out in the Board Members’ Suitability Policy, which was established in accordance with Article
3 of Law 4706/2020 and the guidelines of the Hellenic Capital Market Commission (Circular no. 60/18.9.2020).
The Policy was approved by the Board of Directors’ resolution dated 22.03.2022, as well as by the resolution
of the Extraordinary Self-Calling Universal General Meeting of the Company on 22.03.2022, and is available
on the Company’s website (Suitability Policy). Furthermore, the Remuneration and Nomination Committee, in
the context of identifying candidates, ensures that diversity criteria apply not only to the members of the
Board of Directors but also to senior and top management executives, with specific gender representation
targets and timelines for achieving them. In the overall evaluation, the composition, diversity, and effective
collaboration of the Board members in fulfilling their duties are considered.
The current BoD was constituted into body at its meeting on 03.11.2025, when the representation of the
Company was also determined in accordance with Article 87 of L. 4548/2018 and Article 20 of the Company’s
Articles of Association, it was decided that it remains as decided during the meeting of the Board of Directors
on 17.06.2025 (relevant entry in the General Commercial Registry (G.E.M.H.) with Registration Number
3839753/05.11.2025). Without prejudice to specific resolutions that can only be passed by the General
Meeting by virtue of law or the Articles of Association, all other corporate resolutions may be passed by the
1
Start of term: 07.11.2023, End of term: 03.11.2025
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
45
BoD. The BoD may assign some of its responsibilities to one or more BoD members, Company employees or
third persons.
Its composition is the following:
Full name
Position in the BoD
Capacity
Start / End of term
Gonticas Constantine,
son of Spyridon
Chairman
Independent
NonExecutive Member
17.06.2025 / 17.06.2028
1
Andriopoulos Dimitrios,
son of Andreas
Vice Chairman and CEO
Executive Member
17.06.2025 / 17.06.2028
1
Dimtsas Nikolaos
Ioannis, son of Petros –
Dimitrios
Deputy CEO
Executive Member
17.06.2025 / 17.06.2028
1
Dagtzi - Giannakaki
Despina, daughter of
Stavros
Member
Chief Legal Officer,
Executive Member
17.06.2025 / 17.06.2028
1
Anastasopoulos
Michael, son of
Dimitrios
Member
Chief Public Affairs and
Land Development
Officer, Executive
Member
17.06.2025 / 17.06.2028
1
Itsiou Olga, daughter of
Anastasios
Member
COO, Executive Member
17.06.2025 / 17.06.2028
1
Chalkiadaki Anna,
daughter of Antonios
Member
Chief Financial Office
(CFO), Executive
Member
17.06.2025 / 17.06.2028
1
Pelidis Emmanuel
(Manos), son of Achilleas
Member
Independent Non-
Executive Member
17.06.2025 / 17.06.2028
1
Haritos Nikolaos, son of
Panagis
Member
Independent Non-
Executive Member
17.06.2025 / 17.06.2028
1
The Board of Directors has elected from its members the Chairperson, the Vice Chairperson and CEO and the
Deputy CEO. The Vice Chairperson replaces the Chairperson at his absence and replaces him in his
presidential duties.
In compliance with CGC, the Board of Directors regularly monitors and evaluates its effectiveness in fulfilling
its duties, as well as that of its committees.
1
End of term on 17.06.2028, which is automatically extended until the first Annual General Meeting following its expiration.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
46
The Remuneration Report of the members of the Board of Directors is posted on the Company’s website.
C.3 Curricula vitae of the members of the Board of Directors and Senior Management of the Company
In accordance with paragraph 3 of Article 18 of Law 4706/2020, detailed curricula vitae of the members of the
Board of Directors, the Board Secretary, and the Head of the Internal Audit Unit are provided. The CVs are
posted on the Company’s website (Curricula vitae of the members of the Board of Directors and Senior
Management). It is noted that no other senior management executives exist besides those who are members
of the Board of Directors and the Head of the Internal Audit Unit. Specifically, for the members of the Board
of Directors, and regarding the assessment of time availability, activities undertaken outside those related to
their position or capacity within the Company have been included:
Constantine Gonticas – Chairman of the BoD
Mr Gonticas is an investor through his own company Green Square Capital that manages personal assets.
Prior to his current role, Constantine was Managing Partner of Novator LLP, which is specializing in direct
investment in Central Europe. Whilst at Novator, Constantine financed and managed a number of
investments in Central Europe, including Play, Poland’s leading mobile telephony company. Prior to Novator
Constantine was head of investment banking of Merrill Lynch for Central and Eastern Europe, Middle East
and Africa and prior to that he spent twelve (12) years at Credit Suisse First Boston. Mr Gonticas was one of
the first finance professionals to be active in Central Europe having been there since 1991. He has been
involved with many of the region’s largest companies both as an investor and as a banker, and he holds a Law
degree from Oxford University.
Dimitrios Andriopoulos – Vice Chairman of the BoD and CEO
Mr Andriopoulos has a diverse professional background and has participated in the top Management of many
well-known organizations in the field of real estate, tourism, shipping and F&B. More specifically, he was the
Managing Director and shareholder of INTRADEVELOPMENT S.A., a real estate development and operations
company of the INTRACOM group (2003-2005), the Managing Director of REDS SA, a real estate development
company of the Ellaktor group (1998-2002), Project Manager at Superfast Ferries S.A. (1994-1997) et.al. In
2005, Mr Andriopoulos founded DIMAND S.A., one of the leading companies in the field of real estate
development, which carries out large-scale projects with emphasis on modern bioclimatic office buildings,
large-scale urban renovations, complex mixed-use projects, and private sports facilities.
Nikolaos - Ioannis Dimtsas - Executive Member of the BoD and Deputy CEO
Mr Dimtsas is an Electrical Engineer and Computer Engineer, a graduate of the National Technical University
of Athens, with a postgraduate degree in Business Administration (MBA) from Manchester Business School.
Mr Dimtsas has extensive experience in financial management of companies as well as in the evaluation and
implementation of investment plans and corporate transformations. In the period between 1997 and 2002
he was the Investor Relations Officer in the listed companies ETANE S.A. and BETANET S.A., while from 2003
to 2005 he held the position of Financial Director of INTRADEVELOPMENT S.A. a member of the INTRACOM
group, and from April 2005 to June 2019 Mr Dimtsas was the CFO of the Company. From June 2019 to May
2024, he served as the Chief Investment Officer of the Company.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
47
Despina Dagtzi - Giannakaki - Executive Member of the BoD and Chief Legal Officer
Mrs Dagtzi - Giannakaki is a legal counsel of the Company since 2005 and head of the Legal Department of
Private Law of the Company. She started her professional career in 1985, collaborating with law firms in
Piraeus, specializing in Shipping Finance, ship sales, founding and setting up Greek and foreign offshore
companies, and more generally in Commercial and Company Law. She has worked as a legal advisor to the
companies REDS S.A. and INTRADEVELOPMENT S.A., involved in the drawing up of commercial leases (offices
and retail) as well as leisure and shopping centers and football stadiums, having the responsibility for the
drawing up of management contracts, maintenance of facilities, drafting of regulations for the operation of
shopping malls, commercial and residential complexes, etc. She is a graduate of the Law School of the
Democritus University of Thrace and a member of the Athens Bar Association.
Michael Anastasopoulos - Executive Member of the BoD and Chief Public Affairs and Land Development
Office
Mr Anastasopoulos is Chief Public Affairs and Land Development Office of the Company, for Legal Services in
Public Law and maturation of real estate assets of the company, which he joined in 2005. He began his career
in 1999 as a Legal Advisor to the General Secretariats for the Olympic Games and Culture, responsible for the
design and implementation of the Olympic works and other projects of 2004 at the Ministry of Culture &
Sports. He specialized in legal maturation of real estate assets and legal oversight of public / private
investments and projects. He has served as a member of the Administration and Legal Advisor for public
entities and private real estate management and development companies. He has also served as a Legal
Advisor at the Ministry of Environment and Energy, Ministry of Tourism, OLYMPIC PROPERTIES S.A., Vice
President of the Green Fund, Executive Member of the BoD of E.T.A.D. S.A, Executive Officer at HELLINIKON
S.A., dealing with the urban maturation matters, Public, Environmental, Spatial and Urban Planning Law. He
is a member of scientific associations, journals and research programs. Michalis Anastasopoulos is a graduate
of Athens Law University, a member of the Athens Bar Association and holds an MSc degree in Public Law.
Olga Itsiou – Executive Member of the BoD and – Chief Operations Officer
Mrs Itsiou held the position of technical director of Dimand S.A., being responsible for realization and
management of all projects of the Group. She has previously worked as a Project Architect at the architectural
practice HOK International Ltd in London, as Consultant and Design Manager at REDS S.A. of the ELLAKTOR
group, and Design Manager at INTRADEVELOPMENT S.A., until joining DIMAND S.A. in 2005. She is an Architect
Engineer, a graduate of the University of Greenwich with BA (Hons) Architecture, holds a Postgraduate
Diploma in Architecture from Kingston University, and a Postexperience Certificate in the Professional
Practice of Architecture (RIBA Part 3) from Kingston University. She is a member of the Royal Institute of British
Architects in the United Kingdom (RIBA).
Anna Chalkiadaki – Executive Member of the BoD and Chief Financial Officer
Mrs Chalkiadaki has long-standing experience in the real estate sector. She joined the Company in June 2022
in the role of Chief Financial Officer. In 2010, she participated in the team that established NBG Pangaea REIC,
which was later merged by way of absorption by PRODEA Investments, in which she held the position of the
Deputy CFO, and she played an important role in the IPO of Grivalia Properties REIC. Prior to Grivalia, she
worked as a senior auditor for Deloitte Greece, providing services in the financial industry. Mrs Chalkiadaki
holds a Bachelor’s Degree in Business Economics from Anglia Ruskin University, a Master’s Degree in Finance
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
48
from the University of Manchester and a Master’s Degree in Statistics with specialization in Real Estate from
the Athens University of Economics and Business.
Emmanuel (Manos) Pelidis – Independent Non-Executive Member of the BoD.
Mr Pelidis has over forty years of professional experience in South Africa, the United Kingdom and Greece
where he settled permanently in 1988. He has served as statutory auditor to some of the largest industrial
and financial companies in Greece, as well as to companies listed in regulated markets in the USA and various
multinational companies. Through this experience he has acquired a deep knowledge in accounting, auditing
and corporate governance matters. Mr Pelidis was one of the initial partners of Deloitte Greece and was a
member of the Executive Committee of Deloitte from 1993 to 2021, as well as Chairman of Deloitte Greece
from December 2015 until May 2019. He was also a member of the Committee of Partners of Deloitte Central
Mediterranean from 2015 to 2020. Mr Pelidis holds a degree in Business, a postgraduate diploma in
Accounting from Natal University in South Africa as well as a Diploma in Corporate Governance from the
Corporate Governance Institute and is a member of the Institute of Certified Public Accountants of Greece
(SOEL) and the South African Institute of Chartered Accountants (SAICA).
Nikolaos Haritos - Independent Non-Executive Member of the BoD.
Mr Haritos is a successful financial management executive with over 20 years of experience in senior
leadership roles in the field of finance and business administration, with direct collaboration with boards,
shareholders, financial institutions and legal advisors. His know-how, amongst others, is in the areas of
financial and strategic business planning, crisis and risk management, IFRS, financial analysis and reporting.
He started his professional career as an auditor at KPMG where he worked for over 10 years before serving
in senior positions in financial services at MultiChoice Hellas and then at EI Papadopoulos (Danone). Until
recently, he served as ABB Chief Financial Officer in Russia and in the Commonwealth of Independent States,
where he was instrumental in accelerating revenue growth through systems transformation and general
business reorganization. Prior to that, he served for 8 years as ABB CFO in Greece and Cyprus. Mr Haritos
holds a BSc (Hons) in Economics from Trent University and a BSc in Economics from Carleton University in
Canada.
Valasia (Valia) Konstantinidou – Secretery of the BoD
Mrs. Konstantinidou is a lawyer, member of the Athens and London Bar Associations, Legal Advisor at
DIMAND since 2019 and she has been appointed as Secretary of the Board of Directors since March 2022.
During her career she has handled transactions and tenders involving sales/conveyances of real estate and
real estate packages, corporate, commercial, and financial law issues and since the Company’s listing she has
been involved in corporate governance issues. He was a legal advisor to ALPHA BANK, on real estate
management and financing issues (Real Estate Investments Unit) and legal advisor to the Hellenic Republic
Asset Development Fund (HRADF) on concession and share sale projects, while in the past he worked in law
firms in Greece and London, amongst others. She graduated from the Law School of the Aristotle University
of Thessaloniki and holds a Master’s degree (LLM) in European Law from the University of Maastricht.
Georgios Thivaios – Head of Internal Audit Unit
Mr. Thivaios has been the Head of the Internal Audit Unit of DIMAND since 2019. He graduated from the
Department of Business Organization and Management at the University of Piraeus and holds a Master’s
degree in Applied Economics and Finance from the Athens University of Economics and Business. After
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
49
graduation, he worked as an auditor in areas including tax compliance, costing, internal audit, corporate
governance, regulatory compliance, and risk management (EY, Inform P. Lykos S.A., PwC). He holds
professional certifications as a Certified Internal Auditor (CIA), Certification in Risk Management Assurance
(CRMA), and Certified Fraud Examiner (CFE). Additionally, he is a member of the Hellenic Institute of Internal
Auditors (HIIA), the Institute of Internal Auditors (IIA), the Association of Certified Fraud Examiners (ACFE), and
the Economic Chamber of Greece (OEE).
C.4 Participation of members in companies and organisations outside the Group of the Company
In accordance with the current Board of Directors’ Suitability Policy, all directors are required to devote
sufficient time to the performance of their duties based on their job description, role, and duties.
In determining the sufficiency of time, the capacity and duties assigned to the Board member, the number of
positions held as a member of other Boards of Directors, and other capacities held by the members, as well
as other professional or personal commitments and circumstances shall be taken into account.
Further to the above, the external professional commitments of the Directors are presented:
Full name
S/N
Name of legal person
Capacity
%
Participation
as
Shareholder /
Partner
Constantine
Gonticas, son of
Spyridon
1
MILLWALL HOLDINGS PLC
Director,
Shareholder
3%
2
THE MILLWALL FOOTBALL AND
ATHLETIC COMPANY (1985) LIMITED
Director,
Shareholder
3%
3
GREEN SQUARE CAPITAL (CYPRUS)
LIMITED
Director,
Shareholder
100%
Dimitrios
Andriopoulos, son
of Andreas
1
DPN S.A.
Member of the
BoD,
Shareholder
95%
2
DAMEN HOLDINGS LIMITED
Shareholder
95%
3
WISELIVE SERVICES LIMITED
Shareholder
95%
4
LANOGREBE HOLDINGS LIMITED
Shareholder
95%
5
TIERRA NOBLE SINGLE MEMBER
PRIVATE COMPANY
Shareholder
95%
6
MURRIS LTD
Shareholder
95%
7
VINEYARD S.A.
Shareholder
95%
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
50
Full name
S/N
Name of legal person
Capacity
%
Participation
as
Shareholder /
Partner
8
DIMPER SPORTS and EVENTS
MANAGEMENT LTD
Shareholder
100%
9
VEROZION S.M.S.A.
Member of the
BoD,
Shareholder
100%
10
RAVENTUS S.A.
Member of the
BoD,
Shareholder
50%
11
VLEDIA LTD
Shareholder
100%
12
SIPAURA LTD
Shareholder
100%
13
HALKI ESΤATE S.M.S.A.
Member of the
BoD,
Shareholder
100%
Nikolaos - Ioannis
Dimtsas, son of
Petros - Dimitrios
1
DPN S.A.
Member of the
BoD,
Shareholder
5%
2
DAMEN HOLDINGS LIMITED
Shareholder
5%
3
WISELIVE SERVICES LIMITED
Shareholder
5%
4
LANOGREBE HOLDINGS LIMITED
Shareholder
5%
5
MURRIS LTD
Shareholder
5%
6
VINEYARD S.A.
Shareholder
5%
7
TIERRA NOBLE SINGLE MEMBER
PRIVATE COMPANY
Shareholder
5%
8
RAVENTUS S.A.
Member of the
BoD
-
9
HALKI ESΤATE S.M.S.A.
Member of the
BoD
-
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
51
Full name
S/N
Name of legal person
Capacity
%
Participation
as
Shareholder /
Partner
Despina Dagtzi -
Giannakaki,
daughter of Stavros
1
DPN S.A.
Member of the
BoD
-
2
RAVENTUS S.A.
Member of the
BoD
-
3
VEROZION S.M.S.A.
Member of the
BoD
-
4
HALKI ESΤATE S.M.S.A.
Member of the
BoD
-
Olga Itsiou,
daughter of
Anastasios
1
VINEYARD S.A.
Member of the
BoD
-
Anna Chalkiadaki,
daughter of
Antonios
1
VINEYARD S.A.
Member of the
BoD
-
Michael
Anastasopoulos,
son of Dimitrios
1
MICHALIS D. ANASTASOPOULOS LAW
FIRM
Administrator,
Shareholder
98.5%
Nikolaos Haritos,
son of Panagis
1
N. HARITOS L.P.
Administrator,
Shareholder
90%
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
52
As of 31.12.2025 the members of the BoD and senior Management of the Company below held the following
common shares issued by the Company:
Member of the BoD / Senior
Management
Number of common
shares
% of the Share Capital
Andriopoulos Dimitrios, son of Andreas
10,188,936
54.5437%
Dimtsas Nikolaos - Ioannis, son of Petros -
Dimitrios
607,000
3.2494%
Anastasopoulos Michael, son of Dimitrios
1
10,846
0.0581%
Constantine Gonticas, son of Spyridon
8,300
0.0444%
Dagtzi - Giannakaki Despina, daughter of
Stavros
6,550
0.0351%
Itsiou Olga, daughter of Anastasios
6,546
0.0350%
Chalkiadaki Anna, daughter of Antonios
1,919
0.0103%
Pelidis Emmanuel (Manos), son of
Achilleas
600
0.0032%
Haritos Nikolaos, son of Panagis
300
0.0016%
Thivaios Georgios, son of Panagiotis
1,065
0.0057%
In addition, the company Damen Holdings Limited, which is controlled by Mr. Andriopoulos Dimitrios, held
on 31.12.2025 11,650 ordinary shares, representing 0.0624% of the Company’s share capital.
C.5. Meetings of the Board of Directors
The Board of Directors meets either at the Company’s headquarters, or off-site, or by teleconference in
accordance with the Articles of Association, whenever the Law or the needs require it. During 2025, the Board
of Directors of the Company held eight (8) meetings, in which all the members of the Board of Directors have
attended in person (in person or via teleconference). It is noted that in addition to the above eight (8)
meetings, the Board of Directors took 7 decisions without a previous meeting but with countersignatures by
all members of the relevant minutes (article 94 par. 1 of L. 4548/2018).
1
Mr. Anastasopoulos’ shares are held through a joint investment account (JIA).
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
53
C.6 Committees of the Board of Directors
C.6.1 Audit Committee
The Audit Committee has been established in accordance with the provisions of article 44 of L.4449/2017, as
amended by L.4706/2020 and is in force, and in particular by the decision of the Ordinary General Meeting of
the Shareholders of the Company dated 17.06.2025, according to which the Audit Committee was designated
as a three-member committee consisting of three (3) independent non-executive members of the Board of
Directors, with a term corresponding to the term of office of the members of the Company’s Board of
Directors. Subsequently, with the resolution of the BoD of the Company dated 17.06.2025, following the above
decision of the Ordinary General Meeting of the Shareholders, the members of the Audit Committee were
appointed and the constitution of the Audit Committee into a body and the appointment of the independent
non-executive member, Mr. Pelidis Emmanuel (Manos), as Chairperson was decided by the resolution of the
Audit Committee dated 17.06.2025. It is noted that the Company had established an optional Audit
Committee as an independent committee on 14.02.2022.
Therefore, the composition of the Company’s Audit Committee is as follows:
Full Name
Position
Capacity
Pelidis Emmanuel, son of
Achilleas
Chairman
Independent Non - Executive Member
Gonticas Constantine, son of
Spyridon
Member
Independent Non - Executive Member
Haritos Nikolaos, son of Panagis
Member
Independent Non - Executive Member
The above composition of the Audit Committee is in accordance with the provisions of article 44 of L.
4449/2017, as is force, as it consists of three non-executive members of the Board of Directors, of which all
of the three (3) of them, meet the independence requirements of article 9 of Law 4706/2020, both on the date
of their election and on the date of the annual Management Report of the Board of Directors, have sufficient
knowledge in the field in which the Company operates, and at least one member of the Audit Committee has
sufficient knowledge in auditing or accounting and who must be present at the meetings of the Audit
Committee concerning the approval of the financial statements. The Chairman of the Audit Committee is an
independent non-executive member of the Board of Directors.
Specifically, according to the resolution of the Company’s Board of Directors dated 17.06.2025, and
furthermore as evidenced by their CVs, it is established that they have sufficient knowledge in the Company’s
field of activity (Real Estate, Real Estate Investment and Services Development). In particular, Mr Gonticas is a
Business Consultant with significant international experience in investments and investment banking as well
as structured finance, among others in the real estate development sector (GTC/Poland, Fotex/Hungary). Mr.
Pelidis has many years of knowledge and experience in auditing and accounting, due to his capacity as a
certified auditor (AM SOEL 12021) in the audit company DELOITTE Certified Public Accountants SA for a
number of years, including in Real Estate companies such as Sonae Charagioni Group and Trivillage
Developments. Mr Haritos is an economist with extensive experience in accounting and finance as he was for
a number of years CFO of ABB Russia, Greece and Cyprus with a strong presence in the area of network
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
54
construction and supplier of electrical installations in large properties, industries and infrastructures. In
addition, Mr Haritos was a manager in the audit department of the KPMG during the period 1985-1997.
The Audit Committee, by its minutes dated 17.06.2025, was reconstituted with its new composition. The Audit
Committee operates under a set of rules, which detail its composition, responsibilities, and functioning, and
which are published on the Company’s website (Audit Committee Regulation), in accordance with applicable
legislation. The current Audit Committee Rules were approved at the Audit Committee meeting held on
03.05.2023 and by the Company’s Board of Directors at its meeting on 03.05.2023.
In accordance with the Audit Committee’s Regulation:
► The Committee aims to support the Board of Directors of the Company with the objective of the more
effective supervision regarding the process of mandatory audit and financial information, the
operation of the Internal Audit System (IAS) and the Corporate Governance System (CGS), as well as
in matters of sustainable development policy.
► The Committee meets at least four (4) times a year. The Committee may be convened either by
invitation or unsolicited, as long as all its members are present. The Audit Committee has a quorum
and meets validly when there is a majority of its members in the meetings that are held either in
person or remotely (via teleconference or video call), while participation by proxy is not allowed.
Decisions are taken by an absolute majority of the members present, while in case of a tie, the vote
of the President prevails. In addition, it may organize meetings with the Head of the Internal Audit
Unit, with the top Management and with the statutory auditors, as well as with any person it deems
capable of assisting in its work. The Committee prepares and submits to the Board of Directors the
Annual Activity Report, addressed to the annual General Meeting of shareholders. When required the
Committee submits extraordinary reports on important issues.
► The main responsibilities of the Committee concern, among others, the monitoring of the statutory
audit and the review of the Company’s financial statements, informing the Board of Directors
accordingly, the examination of the risks affecting the financial statements, the selection process of
the statutory auditors, accountants or audit firms and the review of their independence. In addition,
the Committee supports the Board of Directors in ensuring the adequate and effective operation of
the Company’s Internal Audit System (IAS) and Corporate Governance System (CGS), with specific
responsibilities while at the same time monitoring and inspecting the proper functioning of the
Internal Control Unit, the Regulatory Compliance Unit and the Risk Management Unit.
On an annual basis, the Committee carries out a self-evaluation of its work, its operation, and the overall
qualifications of its members. The Committee’s Regulation of Operation is evaluated on a regular basis (and
at least every 3 years) regarding its appropriateness and effectiveness. If required, it is updated and submitted
to the Board of Directors for approval.
In the context of its responsibilities according to the existing legislation and its Regulation of Operation, the
Committee met eight (8) times during 2025. The Committee’s meetings were attended by all its members (in
person or via teleconference), and its decisions are reflected in the relevant minutes, which are signed by all
its members. There was no disagreement on any issue.
It is noted that apart from the meetings, the member of the Committee are in regular contact and cooperate
closely and in a coordinated manner with the senior Management of the Company, the Head of the Internal
Audit Unit, the Statutory Auditors of the Company, the company “Deloitte Certified Public Accountants S.A”
(hereinafter “Deloitte”), which was appointed by the Ordinary General Meeting of the Company’s shareholders
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
55
of 17.06.2025, as the certified auditor for the audit of the financial statements for the fiscal year from
01.01.2025 to 31.12.2025 and for the issuance of the annual tax certificate, as well as the independent valuers.
Brief description of the work and activities of the Audit Committee is included in its Annual Activity Report,
which has been distinctively integrated in the Annual Consolidated Financial Report of the Company.
C.6.2 Remuneration and Nomination Committee
The Remuneration and Nomination Committee has been established in accordance with the requirements of
the provisions of L.4706/2020 (par. 1, 2 and 3 of article 10 and articles 11 and 12), in accordance with the
resolution of the Board of Directors dated 22.03.2022 on the merger of the two separate committees provided
for in the law (Remuneration on the one hand and Nomination on the other) and the appointment of the
members of the single, newly established Committee as well as the resolution of the Remuneration and
Nomination Committee dated 17.06.2025 on its reconstitution as a body and the appointment of independent
non-executive member, Mr. Nikolaos Haritos, as its Chairperson. The Board of Directors on 03.11.2025, having
taken note of the resignation dated on 31.10.2025 (with effect from 03.11.2025) of the independent non-
executive member of the Board of Directors and the member of the Remuneration and Nominations
Committee, Mrs Polyxeni (Xenia) Kazoli, as a member of the Board of Directors and of the Remuneration and
Nominations Committee, decided the election of Mr. Gonticas Constantine, who is also an Independent Non-
Executive Member of the Board of Directors, as a new member of the Committee to replace the resigned
member Mrs Polyxeni (Xenia) Kazoli.
The Remuneration and Nominations Committee, in its minutes dated 23.03.2022, recommended the approval
by the Board of Directors of its Rules of Procedure, which the Board of Directors approved at its meeting
dated 24.03.2022. Additionally, the Remuneration and Nominations Committee, through its meeting dated
03.05.2023, recommended to the Board of Directors the update of its Rules of Procedure, which was approved
by the Board during its meeting dated 03.05.2023.
It is noted that the Remuneration Policy followed by the Company has been approved by the resolution of
the Annual General Meeting of the Company held on 17.06.2025.
The Remuneration and Nominations Committee is composed by the following members:
Full name
Position
Capacity
Haritos Nikolaos, son of Panagis
Chairperson
Independent Non - Executive Member
Gonticas Constantine, son of
Spyridon
Member
Independent Non - Executive Member
Pelidis Emmanuel, son of
Achilleas
Member
Independent Non - Executive Member
The above composition of the Remuneration and Nomination Committee is in accordance with the provisions
of L.4706/2020, as in force, and all the members of the Remuneration and Nomination Committee, in
accordance with the meeting of the Company’s Board of Directors on 17.06.2025 and 03.11.2025, are
nonexecutive members of the Company’s Board of Directors, all of them, meet the conditions of
independence of article 9 of L.4706/2020, both on the date of their election and on the date of the annual
Management Report of the Board of Directors. The term of office of the members of the Committee is three
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
56
years, i.e. proportional to the term of office of the members of the Board of Directors of the Company and
lasts until the end of the term of the Board of Directors, with the possibility of being extended until the first
Ordinary General Meeting of shareholders, which will be convened after the end of its tenure. The Chairman
of the Committee is an independent non-executive member of the Board of Directors. Participation in the
Committee does not exclude the possibility of participation in other committees of the Board of Directors, as
long as this participation is not incompatible with the purpose of the Committee and does not affect the
proper performance of the person’s duties as a member of the Committee.
The operation of the Remuneration and Nominations Committee is governed by an independent Rules of
Procedure, which is published on the Company’s website (Regulation of the Remuneration and Nomination
Committee) in accordance with applicable legislation.
In accordance with the Regulation of the Remuneration and Nomination Committee:
► The Committee meets at the invitation of its President at least 4 times a year and, exceptionally and
in any case, before the preparation and approval by the Board of Directors of the annual
remuneration report provided for in article 112 of L. 4548/2018. In any case, the Committee can meet
at any time, even without an invitation having been sent, as long as all its members are present, and
no one opposes the meeting and the taking of decisions. The CFO and the HR Director must attend
the meetings of the Committee if duly invited. The Committee may invite to its meetings any member
of the Board of Directors, an executive of the Company or the Group to which the Company belongs,
or any other person it deems capable of assisting in its work, provided that issues related to their own
remuneration or with their own position and development in the Company.
► The role of the Committee, on the basis of the individual responsibilities assigned to it, consists in the
assistance, help and support of the Board of Directors of the Company with regard to a) the
remuneration issues of the members of the Board of Directors and the persons who fall under the
scope of application of the remuneration policy, in accordance with article 110 of L. 4548/2018, as well
as of the Company’s managers, and in particular the head of the internal control unit and in matters
related to the preparation of the remuneration policy and the remuneration report, provided by the
provisions of articles 110 to 112 of L. 4548/2018 and b) in the process of nominating candidates, in
the planning of the succession plan for the members of the Board of Directors and the senior
executives, taking into account factors and the criteria determined by the Company, in accordance
with the Eligibility Policy it adopts.
► The main responsibilities of the Committee are, among others, submission of proposals to the Board
of Directors regarding the Board of Directors’ Remuneration Policy and the remuneration of the
persons who fall under it, supervision of its implementation, examination of the annual remuneration
report, identification of persons suitable for the BoD membership and the implementation of the
nomination procedure defined in the Regulation of Operation, the preparation and monitoring of the
implementation of the Board Member Eligibility Policy of the Company, assistance in evaluating the
body of the Board of Directors and the performance of the CEO, monitoring of the implementation of
the training process for the members of the Board of Directors, the senior Management, as well as
the other executives of the Company.
On an annual basis, the Committee itself conducts an overview of its work and prepares a relevant report,
which submits to the Company’s Board of Directors. The Regulations are revised exclusively by decision of
the Board of Directors, after a relevant recommendation by the Committee.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
57
During 2025, the Remuneration and Nomination Committee held ten (10) meetings, in which all its members
attended in person (in person or via teleconference), and its decisions are reflected in the relevant minutes,
which are signed by all its members. There was no disagreement on any issue.
With reference to the actions of the Remuneration and Nomination Committee, it is noted that during the
above meetings, the Committee dealt with issues related to its responsibilities, the main ones of which are
summarized as follows:
1. Proposal to the Board of Directors for submission for pre-approval by the Annual General Meeting of the
Company’s shareholders of the annual gross remuneration for the year 2025 and the monthly gross
remuneration from 01.01.2026 until the Annual General Meeting of the year 2025 to the non-executive
members of the Board of Directors.
2. Review of the budget for the training of members of the Board of Directors and employees of the
Company for 2026 and submission for approval by the Company’s Board of Directors in the context of
the Company’s budget.
3. Submission of proposals to the Board of Directors regarding remuneration of persons covered by the
Remuneration Policy.
4. Recommendation to the Board of Directors regarding the approval of a new Share Buyback Program.
5. Examination of the annual remuneration report.
6. Assessment of the fulfilment of the independence requirements of the independent non-executive
members of the Board of Directors of the Company in accordance with article 9 of Law 4706/2020.
7. Evaluation of the fulfilment of independence requirements for the independent non-executive members
of the Company’s Board of Directors in accordance with Article 9 of Law 4706/2020.
8. Self-evaluation process of the Board of Directors and the Chairman of the Board of Directors.
9. Report of the CEO’s evaluation to the Board of Directors.
10. Self-evaluation of the Committee.
C.6.3 Evaluation of the Board of Directors and its Committees
The self-evaluation of the effectiveness of the Board of Directors and its committees (at the collective and
individual level) was completed on 23.09.2025, with the support of an external advisor, without material
findings. The evaluation was conducted for the third time and includes the evaluation of the Chairman of the
Board, the CEO, the Deputy CEO, and the Board of Directors’ committees.
C.7 Remuneration of Board of Directors Members
The Company has a Remuneration Policy prepared based on articles 110 and 111 of Law 4548/2018 and the
provisions of Law 4706/2020, establishing the basic principles and rules regarding the remuneration of the
members of the Board of Directors, including the Chief Executive Officer and the Deputy Chief Executive
Officer.
The Policy aims to determine the remuneration of the members of the Board of Directors, the Chief Executive
Office and the Deputy CEO in a transparent manner and, further, to attract and retain executives of
recognized prestige, with experience in the sector in which the Company operates and with formal and
substantive qualifications so that they can contribute effectively to the development of the Company and its
business strategy.
The Policy takes into account the Company's salary and working conditions (through regular updates on the
broader structure and practical remuneration of the Company's employees in order to ensure that the
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
58
practices and structure of remuneration are as consistent as possible), so that they are maintained at
competitive levels. Maintaining competitiveness is ensured by monitoring the remuneration levels prevailing
in the sector to which the Company belongs, always taking into account the financial data and the general
course of the Company, the prevailing market and economic conditions.
The current Remuneration Policy, as approved by the Annual Ordinary General Meeting of Shareholders of
17.06.2025, is posted on the Company's official website.
In application of the letter of the current Remuneration Policy and in compliance with the requirements of
article 112 of Law. 4548/2018, the Company has prepared a Remuneration Report in relation to the fiscal year
2024, which has been approved by the Annual Ordinary General Meeting of Shareholders of 17.06.2025 and
is posted on the Company's official website.
D. Main characteristics of the Internal Audit and Risk Management System of the Company with
regards to the preparation of financial statements process.
D.1 Introduction to the Internal Audit System
The BoD has established appropriate policies, so that the conduct of the internal audit of the Company and
the companies of the Group is efficient and has established the Audit Committee to supervise the
implementation of such policies.
The Audit Committee supervises internal financial audits of the Company and monitors the efficiency of the
internal audit and risk management systems of the Company and the companies of the Group.
The internal audit system of the Company and the companies of the Group include the first, second and third
line of defence as provided for by the Three Lines Model.
The first line of defence includes the Company’s Departments/Divisions/Units, which are responsible for
implementing the recorded Procedures, monitoring, evaluating and minimizing the risk deriving from their
activities, in accordance with the Risk Management Strategy of the Company and the companies of the Group
and the guidelines of the Board of Directors.
Risk Management Unit and Compliance Unit constitute the second line of the Company, which support the
development of processes and safeguards and contribute to their monitoring, which are developed and
implemented by the first line, the business units. The Internal Audit Unit of the Company constitutes the third
line. This Unit operates in the manner defined by the Code of Conduct and the International Professional
Practices Framework (IPPF) of the Institute of Internal Auditors, L. 4706/2020, and the relevant decisions of
the Hellenic Capital Market Commission and has its relevant Rules of Operation. The Internal Audit Unit
reports to the Board of Directors through the Audit Committee.
D.2 Risk Management Unit
The Company’s Risk Management Unit was established and operates in accordance with L. 4706/2020
following the resolution of the Company’s Board of Directors dated 22.03.2022.
The Risk Management Unit operates as an independent organizational unit with administrative reporting to
the CEO and operational reporting to the Audit Committee, and through it to the Board of Directors.
The Risk Management Unit is headed by the Risk Management Officer.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
59
The Company has established the Regulation of Operation of the Risk Management Unit, which includes in
detail the responsibilities of the Unit, as well as its head and the reporting lines.
The Risk Management Officer is appointed by the Board of Directors and is responsible for the effective
operation of Risk Management in the Company. The Risk Management Officer assists the Board of Directors
and the Company’s Management in identifying, evaluating and dealing with those events that may create a
risk to the smooth operation of the Company.
The Risk Management Officer has indicatively the following responsibilities:
► Support of the Board of Directors in matters of risk management, controls, and corporate governance.
► Collection and coordination of the identification and identification of risks and the security measures
to limit them, from all departments, units, and operations of the Company and the companies of the
Group. Their prioritization, based on the probability of their occurrence and the effects they will cause,
if they occur. In particular, it recognises, evaluates, controls, and monitors:
o Operational Risks,
o Financial Risks,
o Strategic Risks,
o Regulatory Compliance Risks,
o Information Systems Security Risks,
o Data Protection Risks,
o Risks of the Quality Management System,
o Business Continuity Plans-BCP/ Disaster Recovery Plans - DRP.
► Formulation and recommendation to the Management, Departments, Divisions and Units of the
Company and the companies of the Group, of appropriate policies and procedures in order for the
units of the Company and the Group to recognise, assess and deal with operational risks associated
with their work, as well as the drafting of Business Continuity Plans.
► Ensuring the disclosures related to the risks during the preparation of the Annual Report relating to
the financial information of the Company and the Group.
► Prevention, treatment, and suppression of possible risks related to fraud, in cooperation with other
relevant departments, divisions, or services of the Company and the companies of the Group.
► Organizing training programs related to risk management.
► Compilation of written updates to the Management on "Risk Management" issues when required and
the compilation of an annual activity report to the CEO and the Board of Directors. through the Audit
Committee, regarding the activities of the Unit, including any proposals.
D.3 Regulatory Compliance Unit
The Company’s Regulatory Compliance Unit was established and operates in accordance with L. 4706/2020
following the resolution of the Company’s Board of Directors dated 22.03.2022.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
60
The Regulatory Compliance Unit operates as an independent organizational unit with administrative reporting
to the CEO and operational reporting to the Audit Committee and through it to the Company’s Board of
Directors.
The Regulatory Compliance Unit is headed by the Compliance Office.
The Company has established the Regulation of Operation of the Regulatory Compliance Unit, which includes
in detail the responsibilities of the Unit as well as its head and the reporting lines.
The Compliance Officer is appointed by the Board of Directors and has indicatively the following
responsibilities:
► Support of the Board of Directors in matters of risk management, controls, and corporate governance.
► Monitoring of the risks of non-compliance with the legislation, both Greek and of the countries where
the Company and the Group operate and their regulatory frameworks, as well as the monitoring of
compliance with the individual regulatory provisions of entities (e.g. the Capital Market Commission),
the competent ministries (e.g., Development, Finance, Environment and Energy, etc.) as well as with
the regulatory provisions of any other body affecting the operation of the Company and the Group.
► Implementation and continuous compliance, through the execution of specific audit tasks with the:
► Regulation of Operation,
► Policies of the Company and the Group,
► Procedures of the Company and the Group,
► Directives of the Company and the Group.
► Ensuring the compliance of the content of the Annual Report regarding the financial information of
the Company and the Group, in accordance with the regulatory framework, which is in force each
time.
► Assessment of whether the internal Policies, Procedures, and Directives of the Management are
consistent with the existing institutional and regulatory framework and recommendation of any
modifications whenever required.
► Prevention, treatment, and suppression of possible risks related to fraud, in cooperation with other
relevant departments, divisions, or units of the Company and the Group.
► Update and collection of every law and decisions of the supervisory and regulatory authorities and
bodies, and the development of an appropriate monitoring system for compliance with them, in
accordance with the obligations arising for the Company and the Group.
► Organization of educational programs related to regulatory compliance.
► Resolving, initially opining and referring, where there is weakness or doubt, to the Board of Directors,
issues related to the interpretation of Policies, Procedures and Directives of Management, in
particular, "Conflict of Interest" and "Related Party Transactions" issues.
► Compilation of written updates to the Management on "Regulatory Compliance" issues when required
and the compilation of an annual activity report to the CEO and the Board of Directors, through the
Audit Committee, regarding the activities of the Unit, including any proposals.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
61
D.4 Internal Audit Unit
The Company’s Internal Audit has been operating in the Company since September 2019 and constitutes an
independent and objective certifying and consulting organizational unit, with the aim of adding value and
monitoring and improving the Company’s operations.
Internal Audit aims to actively contribute to the achievement of the Company’s strategic goals by adopting a
systematic and professional approach in evaluating and improving the corporate governance system, risk
management framework and internal control system of the Company.
The Company’s Internal Audit Unit operates in accordance with L. 4706/2020 following the resolution of the
Company’s Board of Directors dated 22.03.2022, following the relevant unanimous resolution of the Audit
Committee dated 23.03.2022.
The Head of the Internal Audit Unit is appointed by the BoD which is responsible for his/her replacement,
reports to the Audit Committee, and is administratively subject to the CEO.
The Head of the Internal Audit Unit is a full-time employee of the Company, personally and functionally
independent and objective in the performance of his duties, possesses the appropriate knowledge and
relevant professional experience, meets the independence criteria provided for in Article 9 of L.4706/2020
and does not have close ties with any member of the Board of Directors of the Company, as well as any
company of the Group, or a member with the right to vote in committees of a permanent nature.
The Internal Audit Unit complies with the International Standards for the Professional Practice of Internal
Auditing, as well as those defined in the Code of Ethics of the International Institute of Internal Auditors and
operates in accordance with a detailed Operating Regulation, which has been approved by the decision of the
Board of Directors of the Company dated 24.03.2022 and was subsequently updated with the decision of the
Board of Directors on 28.11.2024, which includes in detail the responsibilities of the Unit and its head and the
reporting lines.
D.5 Main characteristics of the Internal Audit System and Risk Management in relation to the process
of financial statements.
The Company’s Board of Directors maintains an effective internal audit system, with the aim of safeguarding
the assets of the Company and the Group, as well as identifying and addressing of the most significant risks.
It monitors the implementation of the corporate strategy and reviews it regularly. It regularly reviews the
main risks that the company faces and the effectiveness of the internal audit system in terms of managing
these risks. The review is considered to cover all material audits, including financial and operational audits,
compliance audit, and risk management system audits.
The Board of Directors of the Company, supported by its Committees, within the framework of reviewing the
corporate strategy and main business risks, adopts suitable policies aiming to safeguard a sufficient and
efficient internal audit system for the Company and the Group. The Management is responsible for
developing and integrating suitable auditing mechanisms and processes depending on the nature of works
and risks taken, evaluating weaknesses arising, and taking necessary corrective measures.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
62
D.6 Code of Business Conduct and Ethics
The Company, by resolution of its Board of Directors, has implemented a Code of Business Ethics and
Conduct, which is published on the Company’s website (Code of Business Conduct and Ethics). Among other
provisions, the Code includes safeguards to protect the Company’s reputation, aiming to preserve the assets
of both the Company and the Group.
D.7 Information systems
The Company operates information systems to support its corporate purposes by following security
procedures and in particular: creation of backup copies (daily, monthly and annually), restore process,
disaster recovery plan, incident log file, as well as antivirus security, email security and firewall.
Also, the Company maintained in 2025 the certification for the information security management system it
implements according to the ISO/IEC 27001:2013 standard. This certification is the result of the independent
audit and evaluation process, which was carried out by EUROCERT S.A. and certified that all specifications are
met, based on the standard. With the ISO 27001:2013 certification, the Company adopts the strict
requirements of the international information security management system standard. Additionally, during
the year 2025, the Company implemented Security Operations Center (SOC) services to enhance
cybersecurity, providing continuous 24/7 network monitoring and ensuring immediate response to any
potential threats. The above are a practical recognition of the Company’s commitment to continuous
development and evaluation of its processes, to the application of high-quality standards in its services, as
well as to its commitment to the secure management of the data of its customers and partners.
D.8 Monitoring the Financial Reporting Procedure
Reports are regularly (at least on a quarterly basis) submitted to the Management of the Company, the Audit
Committee, and the Board of Directors regarding the Group’s activities and its financial performance.
The Audit Committee supervises the financial reporting process and assists the Board of Directors on relevant
matters. In particular, the Audit Committee has responsibilities with regards to the financial statements and
relevant notifications of the Group and Company, such as, but not limited to:
• Monitors the processes of preparing the annual and interim consolidated and individual financial
statements of the Company, as well as any other financial notifications published,
• Reviews the consolidated and individual financial statements prior to their submission for approval to the
Board of Directors and expresses its opinions to it,
• Supervises matters of compliance of the Company with its regulatory obligations,
• Cooperates with the statutory auditor and the internal audit in order to evaluate the efficiency of the
Company’s works and submits recommendations for the improvement of the monitoring framework, as
required.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
63
D.9 Results of the Assessment Process of the Company’s Internal Control System (ICS) and Corporate
Governance System (CGS) for the period 01-01-2023 to 31-12-2025, in accordance with Article 14,
paragraph 3, case (i) and paragraph 4 of Law 4706/2020 and the relevant Decisions of the Board of
Directors of the Hellenic Capital Market Commission.
Assessment of the Internal Control System (ICS)
By decision of its Board of Directors dated 27.11.2025, the Company assigned ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A. to conduct the second periodic assessment of the Internal Control
System (ICS) for the period 01.01.2023 – 31.12.2025 of the Company and its significant subsidiary, Arcela
Investments Limited, in accordance with the provisions of case (i) of paragraph 3 and paragraph 4 of Article
14 of Law 4706/2020 and Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market
Commission, as in force (hereinafter “Regulatory Framework”).
The second ICS assessment was successfully completed in March 2026 and covered the subjects specified in
Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission. A limited
assurance report was prepared in accordance with the audit program included in the decision of the Hellenic
Auditing Standards and Oversight Board (ELTE) No. 278/16.01.2026 and the International Standard on
Assurance Engagements 3000 (Revised) “Assurance Engagements Other than Audits or Reviews of Historical
Financial Information.” The Assessment Report on the adequacy and effectiveness of the Internal Control
System, dated 31.03.2026, was signed by the Certified Public Accountant, Ms. Kyriaki Katsani, SOEL Reg. No.
44231, who meets the independence and objectivity requirements under the applicable regulatory
framework.
Based on the work performed by the independent assessor regarding the evaluation of the adequacy and
effectiveness of the Company’s ICS and that of its significant subsidiary, it is reported that no material
weaknesses were identified. Specifically, the conclusion included in the above-mentioned report on the
adequacy and effectiveness of the ICS states:
«Based on the work we performed, as described above under the section 'Scope of Work Performed,' and the
evidence obtained, regarding the evaluation of the adequacy and effectiveness of the Company’s ICS and that
of its significant subsidiary for the period 01/01/2023–31/12/2025, with reference date 31 December 2025,
nothing has come to our attention that could be considered a material weakness of the ICS of the Company
and its significant subsidiary, in accordance with the Regulatory Framework.»
The same report, under “Scope of Work Performed,” states: «Our work exclusively covers the assurance
procedures outlined in the Program, as designed to assess the adequacy and effectiveness of the ICS of the
Company and its significant subsidiary according to the Regulatory Framework, for the period 01/01/2023–
31/12/2025, with reference date 31 December 2025, in order to identify any material weaknesses in the ICS.
A material weakness in the ICS is a deficiency, or a combination of deficiencies, in the ICS controls that pertains
to their design adequacy or operational effectiveness, such that there is a reasonable possibility that a
significant risk identified by the Company’s management may not be prevented or detected in a timely
manner (according to the requirements of the Regulatory Framework) and relates to the operations of the
Company and its significant subsidiary. The scope of the assessment has been determined by the Company’s
Board of Directors as provided in the Company’s recorded policy in its operating regulations»
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
64
The Company will submit the relevant summary report on the ICS assessment to the Hellenic Capital Market
Commission within the prescribed timeframe, in accordance with the applicable provisions.
Assessment of the Corporate Governance System (CGS)
In accordance with its obligations under paragraph 1 of Article 4 of Law 4706/2020, the Board of Directors
evaluated the implementation and effectiveness of the Company’s Corporate Governance System as of 31
December 2025, and no material weaknesses were identified. As part of this evaluation, the Board of Directors
also assigned ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. to assess the implementation
and effectiveness of the Corporate Governance System, with reference date 31 December 2025. This
evaluation was conducted in accordance with the limited assurance procedures program included in Decision
No. I’73/08b/14.02.2024 of the Supervisory Council of the Body of Certified Auditors Accountants, pursuant
to the International Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other than
Audits or Reviews of Historical Financial Information. Based on the above work performed by the Certified
Auditors, no material weaknesses were identified in the Company’s Corporate Governance System.
Following this evaluation, and in accordance with the letter No. 434/24.02.2025 of the Hellenic Capital Market
Commission, the Board of Directors confirms that, as of 31 December 2025, no material weaknesses exist.
E. Suitability Policy and Diversity Policy in the composition of administrative, management and
supervisory bodies of the Company
The Company has established a Suitability Policy of the members of the Board of Directors, in accordance
with the provisions of article 3 of L. 4706/2020 and the Guidelines of circular no. 60 of the Hellenic Capital
Market Commission. The Policy was approved by the resolution of the Board of Directors dated 22.03.2022,
and subsequently with the resolution of the Extraordinary General Meeting of the Company’s Shareholders
dated 22.03.2022, and it becomes effective from the date of its approval by the General Meeting, and this also
applies to any material amendment thereof.
The Policy ensures qualitative staffing, more efficient operation, and achievement of the role of the Company’s
BoD based on the overall strategy, as well as medium and long-term business purposes of the Company,
aiming to ensure and promote its interests.
It includes the principles concerning the selection or replacement of the members of the Board of Directors
and the renewal of the term of office of the existing members, as well as the criteria for the evaluation of the
collective and individual suitability of the members of the Board of Directors.
In addition, the Company has adopted diversity principles and criteria in the context of evaluating the
suitability of candidates before their selection as members of the Board of Directors, which are analysed
within the Suitability Policy. Additionally, issues of diversity in the composition of the management,
administrative, and supervisory bodies of the Company are provided for in the Code of Professional Conduct
and Ethics that the Company has adopted. Based on the above Code, discriminatory behaviour based on
gender, age, or any other characteristic is not permitted, amongst others. The same principle is also adhered
to with respect to the composition of the administrative, management, and supervisory bodies of the
Company, considering, however, the regulatory framework to which the Company is subject, due to which
specific suitability criteria must be met by, inter alia, the members of the Company’s Board of Directors.