ANNUAL FINANCIAL REPORT OF THE COMPANY & THE GROUP
FISCAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2025
PURSUANT TO ARTICLE 4 OF LAW 3556/2007
styled “MOTODYNAMICS S.A.
G.E.MI. Reg. No. 122090707000
CONTENTS
STATEMENTS OF THE BOARD OF DIRECTORS .............................................................................................................................................. 1
ANNUAL REPORT OF THE BOARD OF DIRECTORS (COMPANY AND CONSOLIDATED) FOR THE FISCAL YEAR 1 JANUARY 2025 TO 31
DECEMBER 2025 ........................................................................................................................................................................................ 2
INDEPENDENT AUDITORS REPORT……………………………………………………………………………………………………………………………………………… 47
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025 ............................... 47
STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2025 .............................................................................................................. 47
STATEMENT OF CHANGES IN EQUITY OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2025 .............................................................. 49
STATEMENT OF CHANGES IN EQUITY OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025 ......................................................... 50
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2025 ......................................................................... 51
1.
GENERAL INFORMATION .................................................................................................................................................................. 52
2.
BASIS OF PRESENTATION OF THE CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS ..................................................... 52
3.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS ................................................................................. 54
4.
ESSENTIAL ACCOUNTING POLICIES ............................................................................................................................................. 56
5.
INVESTMENTS IN SUBSIDIARY COMPANIES ................................................................................................................................. 63
6.
SALES.......................................................................................................................................................................................... 65
7.
COST OF GOODS SOLD ............................................................................................................................................................... 65
8.
ADMINISTRATIVE EXPENSES ........................................................................................................................................................ 65
9.
SELLING EXPENSES .................................................................................................................................................................... 66
10.
OTHER INCOME .......................................................................................................................................................................... 66
11.
OTHER EXPENSES ....................................................................................................................................................................... 66
12.
DIVIDEND FROM SUBSIDIARIES ................................................................................................................................................... 67
13.
FINANCIAL EXPENSES ................................................................................................................................................................. 67
14.
INCOME TAX (CURRENT AND DEFERRED) .................................................................................................................................... 67
15.
EMPLOYEE REMUNERATION ........................................................................................................................................................ 71
16.
DEPRECIATION ........................................................................................................................................................................... 71
18.
TANGIBLE FIXED ASSETS ............................................................................................................................................................. 74
19.
GOODWILL ................................................................................................................................................................................. 75
20.
RIGHT-OF-USE ASSETS ................................................................................................................................................................ 76
22.
INVENTORIES .............................................................................................................................................................................. 80
23.
TRADE RECEIVABLES................................................................................................................................................................... 80
24.
OTHER RECEIVABLES .................................................................................................................................................................. 80
25.
PREPAID EXPENSES .................................................................................................................................................................... 82
26.
CASH AND CASH EQUIVALENTS .................................................................................................................................................. 82
27.
AWARD OF BONUS SHARES TO MANAGEMENT MEMBERS............................................................................................................ 82
28.
SHARE CAPITAL........................................................................................................................................................................... 83
29.
RESERVES ................................................................................................................................................................................... 83
30.
DIVIDENDS .................................................................................................................................................................................. 84
31.
PROVISION FOR EMPLOYEE COMPENSATION .............................................................................................................................. 85
32.
TRADE PAYABLES & CONTRACT LIABILITIES .................................................................................................................................. 87
33.
LOANS ........................................................................................................................................................................................ 87
34.
OTHER SHORT-TERM LIABILITIES .................................................................................................................................................. 90
36.
AUDITORS’ FEES .......................................................................................................................................................................... 93
37.
COMMITMENTS AND CONTINGENT LIABILITIES ............................................................................................................................ 93
38.
OTHER LONG-TERM RECEIVABLES ............................................................................................................................................... 93
39.
TRANSACTIONS – BALANCES WITH SIGNIFICANT RELATED PARTIES ............................................................................................. 94
40.
INFORMATION ON OPERATING SEGMENTS .................................................................................................................................. 98
41.
POST REPORTING DATE EVENTS................................................................................................................................................... 99
1
STATEMENTS OF THE BOARD OF DIRECTORS
(in accordance with article 4(2)(c) of Law 3556/2007)
The following signatories:
1.
Paris Kyriakopoulos, Chairperson of the Board of Directors and CEO of the Company.
2.
Kriton Anavlavis, Vice-Chairperson of the Board of Directors.
3.
Konstantinos Mitropoulos, Director & Chairperson of the Audit Committee, specially appointed for
this purpose by the Board of Directors at today's (19/03/2026) meeting.
STATE THAT:
To the best of our knowledge:
1.
The attached separate and consolidated financial statements of MOTODYNAMICS S.A. for the fiscal year from 1
January2025 to 31 December 2025, prepared in accordance with International Financial Reporting Standards as
adopted by the European Union, present fairly, in all material respects, the assets and liabilities, equity and the
statement of comprehensive income of the Company, as well as of the subsidiaries included in the consolidation
taken as a whole, in accordance with article 4(2) of Law 3556/2007.
2.
The Annual Report of the Board of Directors on these financial statements presents fairly, in all material respects, the
development, performance and position of the Company, as well as of the entities included in the consolidated
financial statements taken as a whole, together with a description of the principal risks and uncertainties they face.
Maroussi, 19 March 2026
Paris Kyriakopoulos
Kriton Anavlavis
Konstantinos Mitropoulos
Chairperson of the Board & Chief
Executive Officer
Vice Chairperson of the Board
Member of the Board & Chairperson of
the Audit Committee
2
ANNUAL REPORT OF THE BOARD OF DIRECTORS (COMPANY AND CONSOLIDATED) FOR THE FISCAL
YEAR 1 JANUARY 2025 TO 31 DECEMBER 2025
Dear Shareholders,
This Annual Report of the Board of Directors covers the fiscal year 2025 (1 January to 31 December 2025). It has been prepared in
accordance with the relevant provisions of Articles 150, 152 and 153 of Law 4548/2018, Law 3556/2007 (Government Gazette
91A/30.4.2007), and the implementing decisions of the Hellenic Capital Market Commission issued thereunder, in particular
Decision No. 7/448/11-10-2007 of the Board of Directors of the Hellenic Capital Market Commission.
This report includes all key thematic sections required under the above legislative framework and provides the information
required to obtain a comprehensive understanding of the activities during the period and the overall performance and financial
position of MOTODYNAMICS S.A. (the “Company”) and the Group, which comprises the following consolidated subsidiaries:
1.
MOTODIRECT S.M.S.A. with registered office in Greece with a 100% participation rate
2.
MOTODYNAMICS SRL with registered office in Romania with a 100% participation rate
3.
MOTODYNAMICS LTD with registered office in Bulgaria with a 100% participation rate
4.
LION RENTAL S.A. with registered office in Greece with a 100% participation rate
5.
AUTODIRECT S.M.S.A. with registered office in Greece with a 100% participation rate
The Report is included in full together with the Financial Statements of the Company and the Group, as well as the other
information and declarations required by law, in the Annual Financial Report for the fiscal year 2025.
1) Overall performance of the Company and the Group during 2025
The key figures of the Statement of Comprehensive Income and the Statement of Financial Position for the fiscal years 2025 and
2024, at both Group and Company level, are presented in the tables below.
Statement of comprehensive income:
Group
Company
01.01-31.12 2025
01.01-31.12 2024
01.01-31.12 2025
01.01-31.12 2024
Sales
214.698.959,24
196.050.763,60
137.965.451,78
127.795.951,98
Earnings before tax, interest, depreciation and
amortisation
31.019.557,98
29.163.581,56
9.677.038,81
10.567.537,74
% of sales
14,4%
14,9%
7,0%
8,3%
Operating profit/loss
16.010.465,75
16.364.320,51
6.681.994,02
7.788.335,18
% of sales
7,5%
8,3%
4,8%
6,1%
Profit /Loss before tax
12.869.753,80
13.275.663,98
8.012.605,16
9.098.802,37
Profit/Loss after tax
9.506.274,36
9.741.118,76
6.360.069,21
7.369.496,74
Turnover:
The Group’s revenue amounted to €214,7 million, compared to €196 million in 2024, representing an increase of 9,5%. Similarly,
the Company’s revenue amounted to €137,9 million, compared to €127,8 million in 2024, representing an increase of 8%.
Earnings before tax, interest, depreciation and amortisation
The Group’s earnings before interest, tax, depreciation and amortisation (EBITDA) amounted to €31 million, compared to €29,1
million in 2024, representing an increase of 6,3%. Similarly, the Company’s EBITDA amounted to €9,6 million, compared to €10,6
million in 2024, representing a decrease of 8,4%.
Group
Company
01.01-31.12 2025
01.01-31.12 2024
01.01-31.12 2025
01.01-31.12 2024
Earnings after tax
9.506.274,36
9.741.118,76
6.360.069,21
7.369.496,74
Income tax
(3.363.479,43)
(3.534.545,22)
(1.652.535,95)
(1.729.305,63)
Financial Income/Expenses
(3.140.711,96)
(3.088.656,53)
1.330.611,14
1.310.467,19
Depreciation
(15.009.092,23)
(12.799.261,05)
(2.995.044,79)
(2.779.202,56)
Earnings Before Taxes, Interest and
Depreciation (EBITDA)
31.019.557,98
29.163.581,56
9.677.038,81
10.567.537,74
3
Operating Earnings
The Group’s operating profit amounted to €16 million, compared to €16,3 million in 2024, representing a decrease of 2,2%.
Similarly, the Company’s operating profit amounted to €6,68 million, compared to €7,8 million in 2024, representing a decrease
of 14,21%.
Net profit before & after taxes
The Group’s profit before tax amounted to €12,9 million, compared to €13,2 million in 2024, representing a decrease of 3,1%,
while profit for the year amounted to €9,5 million, compared to €9,7 million in 2024, representing a decrease of 2,4%.
The Company’s profit before tax amounted to €8,01 million, compared to €9,1 million in 2024, representing a decrease of 11,9%,
while profit for the year amounted to €6,4 million, compared to €7,4 million in 2024, representing a decrease of 13,7%.
Long‑term Assets (excluding IFRS 16)
Group
Company
31-Dec-25
31-Dec-24
31-Dec-25
31-Dec-24
Tangible Fixed Assets
79.236.742,20
64.258.560,00
7.776.464,55
8.378.844,89
Intangible assets
1.600.588,35
1.280.355,65
732.692,31
761.853,92
Deferred tax assets
801.744,92
1.574.720,16
849.242,32
715.637,33
Other long-term assets
1.244.850,17
1.530.314,60
437.777,29
433.954,99
82.883.925,65
68.643.950,41
9.796.176,47
10.290.291,13
Investments in subsidiary companies
31.691.746,96
28.303.645,66
Surplus Value
2.134.759,69
2.134.759,69
Total long-term assets
85.018.685,34
70.778.710,10
41.487.923,43
38.593.936,79
During 2025, the Group’s non-current assets (excluding the impact of IFRS 16) increased by 20,1% compared to 2024, mainly due
to the expansion of Sixt’s vehicle fleet. Similarly, the Company’s non-current assets decreased by 7,5% compared to 2024.
Working Capital (excluding cash, short‑term loans, IFRS 16)
Group
Company
31-Dec-25
31-Dec-24
31-Dec-25
31-Dec-24
Inventories
31.370.281,17
25.354.166,87
21.898.972,34
18.857.903,73
Trade receivables
10.362.177,97
7.644.130,32
4.478.145,16
3.920.893,02
Receivables from subsidiaries
-
-
6.985.691,15
4.628.051,59
Prepaid expenses
3.543.212,43
2.691.620,02
814.481,43
419.651,62
Other receivables
1.826.300,35
2.571.018,18
1.050.387,41
2.216.993,38
47.101.971,92
38.260.935,38
35.227.677,49
30.043.493,34
Trade payables
24.142.041,68
20.715.026,72
17.284.642,27
15.494.994,50
Contract liabilities
3.152.374,22
2.877.932,04
2.117.926,10
2.341.978,60
Other short-term liabilities
6.322.909,47
5.920.625,29
3.272.361,36
3.147.771,39
33.617.325,37
29.513.584,05
22.674.929,73
20.984.744,49
Working Capital
13.484.646,55
8.747.351,33
12.552.747,76
9.058.748,85
In 2025, the Group’s working capital (excluding net debt) amounted to €13,4 million, and the Company’s working capital amounted
to €12,5 million. The Company and the Group met their obligations to suppliers and banks without difficulty and, accordingly, no
overdue liabilities existed as of 31 December 2025. They also demonstrate strong creditworthiness, as evidenced by the level of
credit lines which, as of 31 December 2025, amounted to €31 million at Company level and €105,5 million at Group level, including
a €2,7 million guarantee letter limit. As of 31/12/2025, the Company had used these credit lines for loans and guarantee letters in
the amount of €20,2 million, and the Group in the amount of €67,5 million.
Net debt:
Group
Company
31-Dec-25
31-Dec-24
31-Dec-25
31-Dec-24
Long-term loans
37.930.333,27
38.449.999,98
5,500,000,00
10.500.000,00
Short-term loans
27.691.095,64
6.119.823,78
14.778.417,50
3.619.823,78
Cash and cash equivalents
(13.701.868,03)
(5.472.381,35)
(2.571.834,20)
(135.021,52)
Net debt
51.919.560,88
39.097.442,41
17.706.583,30
13.984.802,26
4
For the purposes of calculating net debt, only interest-bearing bank loans have been considered, excluding lease liabilities
recognised under IFRS 16. The Group’s net debt for 2025 amounted to €51,9 million, representing an increase of 32,8% compared
to 2024. The increase is mainly attributable to the drawdown of long-term and short-term loans by LION RENTAL S.A. amounting
to €14,5 million to finance the expansion of its vehicle fleet, as well as additional loans by the Company of €6 million to cover
working capital requirements. As of 31 December 2025, the Company’s long-term debt amounted to €5,5 million and its
short-term debt amounted to €14,7 million. Including lease liabilities under IFRS 16, the Group’s net debt amounts to €59,3
million.
2) Report on the significant events that took place during the fiscal year
In February 2025, MOTODYNAMICS S.A. joined the Toyota Hellas network and established “AUTODIRECT SINGLE-MEMBER S.A.”,
through which it operates as an authorised Toyota dealer, with a presence in the Regional Unit of Achaia and on the island of Syros.
In May 2025, the subsidiary LION RENTAL S.M.S.A., in order to fund its vehicle acquisitions, entered into a secured bond loan of
€10 million with a term of three years.
On 12 June 2025, the Company’s Ordinary General Meeting of Shareholders convened and approved, inter alia, the following:
The distribution of a dividend, following a proposal by the Board of Directors, amounting to €3.919.500,00 from retained earnings
as of 31 December 2024, which was paid on 23 June 2025.
The allocation of up to 118.183 treasury shares, acquired and/or to be acquired by the Company, to management executives of
the Company and its subsidiaries, as a performance bonus in recognition of their contribution to achieving the objectives of the
Company and its subsidiaries for 2024, in accordance with Article 114 of Law 4548/2018.
In June 2025, MOTODYNAMICS S.A. commenced its cooperation with the Dutch company “NIO NEXTEV EUROPE HOLDING B.V.”
for the distribution in Greece, Bulgaria and Cyprus of vehicles and accessories under the “NIO” trademark. Subsequently, it jointly
established, together with the Cypriot company “P.M. Tseriotis Ltd” (owned by the Company’s Board member Mr Alexandros
Diogenous), the subsidiary Blue Horizon Mobility S.A.
3) Outlook of the Group
For 2026, the Group anticipates a further strengthening of the car-rental market, a development expected to support the already
positive contribution of this activity. The passenger-car, motorcycle and marine-engine markets are expected to grow at a more
moderate pace. In this environment, Yamaha will continue to strengthen its position, consistently increasing its market share in
the key markets where it operates.
As part of its medium-term strategy, the Group continues to invest in broadening its presence in the passenger-car market beyond
Porsche. A central pillar is the further development of its partnerships with Toyota (Autodirect) and NIO. At the same time, the
electrification trend is accelerating, both in Greece and, primarily, across Europe. Battery electric vehicles (BEVs) continue to
expand their share and, based on current market conditions, Porsche’s fully electric models are expected to surpass hybrid and
conventional petrol models in registrations.
The international geoeconomic environment remains volatile, with developments in the Middle East serving as a reminder of how
quickly conditions can change. Management closely monitors developments, maintaining a high level of readiness and flexibility
to respond promptly to potential changes. For 2026, the Group’s key priority remains strengthening operational efficiency and
improving return on invested capital (ROIC), while consistently adapting to market requirements and preserving the Group’s strong
profitability.
4) Information relating to the acquisition of own shares.
Pursuant to Article 49 of Law 4548/2018, the Company may, following a resolution of the General Meeting of Shareholders, acquire
treasury shares up to a maximum of 10% of its paid-up share capital. Such resolutions of the General Meeting are implemented
by decisions of the Board of Directors or by persons to whom the Board of Directors has delegated the relevant authority.
Pursuant to the above provisions, and in view of the expiry on 16 June 2024 of the Company’s Treasury Shares Acquisition Plan
approved by the Ordinary General Meeting of Shareholders on 16 June 2022, the General Meeting of Shareholders approved a new
two-year Treasury Shares Purchase Plan on 23 May 2024 (i.e. from 23 May 2024 to 23 May 2026), in accordance with Articles 49
and 50 of Law 4548/2018. The new plan provides for the acquisition of up to 1.500.000 treasury shares, representing 4,98% of the
Company’s paid-up share capital. The maximum purchase price was set at six euros (€6,00) and the minimum purchase price at
thirty-six euro cents (€0,36). On 11 June 2024, the Company’s Board of Directors unanimously resolved to initiate the
implementation of the plan in accordance with the above terms.
Pursuant to the resolution of the Ordinary General Meeting of Shareholders dated 12 June 2025 and in accordance with its terms,
and following the authorising resolution of the Board of Directors dated 30 July 2025, on 6 November 2025, 20 November 2025 and
23 December 2025 the Company granted, free of charge, through over-the-counter transfer, to executives of the Company and its
subsidiary LION RENTAL S.M.S.A. (as specifically identified in the aforementioned Board resolution) a total of 78.733 own shares
5
(ordinary registered shares with voting rights), with an aggregate value of €214.207,44, calculated based on the closing price of
the trading day preceding each transfer date.
The above own shares were acquired by the Company pursuant to resolutions of the Ordinary General Meetings of Shareholders
dated 26 June 2020 and 16 June 2022 and the corresponding resolutions of the Board of Directors dated 3 August 2020 and 6 July
2022, respectively, at an average acquisition price of €2.636 per share.
As of 31 December 2025, the Company held a total of 806.892 own shares, with an average acquisition price of €2,63 per share
and a total acquisition cost of €2.127.472,37, corresponding to 2,68% of its paid-up share capital.
5) Key risks and uncertainties
The business risks and uncertainties affecting the Group, as well as the related actions of Management, are described in detail
below.
Financial Risks Management:
Interest-rate variation:
Working capital requirements, as well as annual investments in tangible and intangible assets, are financed through bank loans.
The Company and the Group are able to obtain financing on satisfactory terms and, where deemed appropriate, may use hedging
instruments to mitigate exposure to rising interest rates (e.g. forward rate agreements – FRAs). During the current fiscal year, no
hedging instruments were used by the Company or the Group.
Foreign Exchange Risks:
The Company and its domestic subsidiaries are not materially exposed to foreign-exchange risk, as they conduct their
transactions primarily in euros.
With regard to the foreign subsidiaries, and specifically Bulgaria, the majority of liabilities are denominated in euros, while the
exchange rate of the local currency against the euro is fixed. In Romania, most liabilities are denominated in euros and are settled
on a monthly basis.
Liquidity Risk:
Both the Company and the Group meet all financial obligations to suppliers and banks on a timely basis; therefore, no overdue
liabilities existed as of 31 December 2025. They also demonstrate strong creditworthiness, as evidenced by the level of available
credit lines which, as of 31 December 2025, amounted to €29,5 million at Company level and €98,7 million at Group level,
including a guarantee-letter limit of €2,7 million. As of 31/12/2025, the Company had utilised these credit lines for loans and
guarantee letters in the amount of €20,2 million, and the Group in the amount of €67,5 million.
Capital Management:
The Group aims to maintain an optimal capital structure to support its ongoing operations and ensure sustainable growth and
returns to shareholders. Capital structure is managed based on business needs and prevailing economic conditions. The Group’s
capital adequacy is closely monitored using appropriate financial metrics.
Credit Risk:
The Group is exposed to credit risk arising mainly from the potential inability of customers to settle outstanding balances. To
manage credit risk, it applies a defined credit policy, which is monitored and reviewed on an ongoing basis, so that credit exposure
does not exceed the approved credit limit per customer.
Macroeconomic, operational and geopolitical risks (Greece and abroad):
Macroeconomic and business-environment risk arises from external socio-economic factors that may adversely affect product
demand and, consequently, the Company’s revenue. Geopolitical events, including the prolonged war in Ukraine, developments
in the Middle East, and potential inflationary pressures, increase overall volatility. Management closely monitors developments
in order to adapt to circumstances that may arise.
6) Non‑financial information
BRIEF DESCRIPTION OF THE
GROUP
6
The corporate history of Motodynamics dates back to 1992, when it was established as “YAMAHA MOTOR HELLAS S.A.” by
Iliopouloi Bros. S.A. Its roots, however, go back to 1969, when Iliopouloi Bros. officially undertook the import of Yamaha Motor Co.
products into Greece.
In the 1990s, the Company expanded its activities, first in Bulgaria and later in Romania, acquiring official importer rights from
Yamaha Motor Co. for both countries.
The Group currently holds exclusive distribution rights for Yamaha Motor Co. products in Greece, Romania, Bulgaria, Albania and
Moldova. Since 2011, it has also held the exclusive distribution rights for Porsche AG products in Greece. Over time, it has entered
into various commercial agreements through which it currently holds official importer rights for established brands in lubricants
(Rock Oil), tyres (Continental) and rider equipment/apparel (Alpinestars, Shark, Richa).
The Company’s shares have been listed for trading on the Athens Stock Exchange since June 2005.
Since 30 November 2018, the Company has held a participation in LION RENTAL S.M.S.A., a car-rental company that represents
the German firm Sixt GmbH in Greece. On 25 May 2023, the Company became the sole shareholder of LION RENTAL S.M.S.A.,
acquiring the remaining 19,5% of its share capital from the minority shareholder.
The Motodynamics Group includes the following subsidiaries:
• MOTODIRECT S.M.S.A. (100%) – Retail sale of motorcycles and related products in Attica
• MOTODYNAMICS S.R.L. (100%) – Exclusive distribution of Yamaha products in Romania
• MOTODYNAMICS LTD (100%) – Exclusive distribution of Yamaha products in Bulgaria
• LION RENTAL S.M.S.A. (100%) – Car rental, exclusive franchisee of Sixt GmbH in Greece
• AUTODIRECT S.M.S.A. (100%) – Retail sale of Toyota products in Achaia and Syros
• BLUE HORIZON MOBILITY S.A. (70%) – Exclusive distribution of NIO products in Greece
In all countries where it operates, and for the products and services it represents, the Group conducts its activities through
extensive partner networks, company-owned retail stores and company-owned car-rental stations.
As of the date of publication of the financial statements, the Group maintains 20 branches in Greece supporting the rental activity.
The Group also operates eight branches supporting the motorcycle, passenger-car and spare-parts trading activities.
Over time, the Group has been defined by specific core values and capabilities:
• Strong ties with the companies it represents
Appreciation, recognition, respect
• Development and retention of the customer base, emphasising on long-term relationships
Compact networks, honest customer relationships, focus on after-sales
• Innovative promotions
Creativity, effective execution
• Strong and efficient infrastructure
Optimal information systems, effective logistics
• Highly professional work environment
Ethics, integrity, transparency, respect, self-commitment, consistency
• High adaptability
Decisive adaptation, effective integration, flexible communication
• Creating value by combining knowledge and analysis
Knowledge, analysis, negotiation, persuasion
Environmental Matters
As part of its sustainable development strategy, the Group consistently and transparently published its third Sustainability Report,
prepared in 2025 and covering the fiscal year 2024. A significant recognition of these efforts was the improvement of the Group’s
score, in November 2025, in the Athens Stock Exchange ESG Index (ATHEX ESG Index), which confirms the Group’s commitment
and progress in environmental and social responsibility and corporate governance.
Although, under the applicable regulatory framework, the Group is not subject to a mandatory requirement to measure and
disclose non-financial information, it has voluntarily adopted a Sustainable Development Policy, recognising the importance of
integrating Environmental, Social and Governance (ESG) principles into its business model.
7
The Group’s approach to sustainable development is based on five strategic pillars: Corporate Governance, Market, Human
Resources, Environment and Local Communities. Detailed information on the Sustainable Development Policy is available on
the Group’s official website.
The key non-financial matters relevant to the Group’s long-term sustainability, together with related performance and actions, are
described in detail in the Sustainability Report. These matters cover environmental and climate-change management, labour
relations and health and safety, social contribution, and business ethics and transparency.
The Group actively fosters dialogue with its stakeholders, recognising the importance of their meaningful participation in
addressing sustainability matters. The relevant sections of the Sustainability Report provide information on stakeholder groups
and the engagement channels maintained with the Group.
The Board of Directors systematically monitors and provides guidance to executive management on innovation, technological
development and environmental matters, which are incorporated into the Group’s approved strategic plan. The Group’s first
Sustainability Report was prepared in 2023 and covered fiscal year 2022; the second was prepared in 2024 and covered fiscal year
2023; and the third was prepared in 2025 and covered fiscal year 2024. All three reports were prepared in accordance with the
Global Reporting Initiative (GRI) 2021 Standards, as well as the 2024 ESG Disclosure Guide of the Athens Stock Exchange (ATHEX
ESG Reporting Guide). The Group also takes into account the United Nations Sustainable Development Goals (SDGs), reaffirming
its commitment to the principles of sustainable development.
The Group places particular emphasis on fleet maintenance to ensure vehicles remain in excellent mechanical condition. It also
focuses on minimising waste generated from workshop and warehouse operations and on recycling waste streams (lubricants,
tyres, batteries, packaging, etc.) through certified entities.
In addition, the Group is a member of the #GoZero circular-economy initiative, recycling coffee waste, cigarette butts, aluminium,
paper and bio-waste (food waste) across its facilities in Athens and Thessaloniki.
The Group supports the adoption of hybrid and electric vehicles as part of its contribution to addressing environmental challenges.
Labour Issues
The long-standing business presence of the MOTODYNAMICS Group, both in Greece and abroad, is underpinned by the quality of
its human capital.
This is supported by targeted initiatives to attract talent through modern digital channels and structured recruitment practices.
The Company systematically invests in the development of its people throughout their career path, offering training programmes
aligned with the organisation’s values and focused on skills development, as identified through ongoing employee evaluation
processes. Customer orientation, business excellence, leadership, teamwork and accountability are core values that underpin
the Company’s people-development approach.
MOTODYNAMICS benefits from a highly trained workforce and provides a working environment that promotes meritocracy,
respect for diversity and professional development. In this context, the Company has designed a structured framework of
employee benefits addressing contemporary needs, including, among others, healthcare and pension plans that provide a
framework of security and well-being for employees and their families.
In 2025, total personnel costs amounted to €19 million for the Group and €7,9 million for the Company (including salaries and
wages, employer contributions and other personnel-related expenses). On average during the year, the Company employed 142
people and the Group employed 420 people. Employees provide a strong foundation for meeting future challenges and delivering
on the Group’s strategic objectives.
7) Significant transactions between the Company and related parties.
Transactions with subsidiaries (sale of goods and provision of services) are conducted in the ordinary course of business and on
terms consistent with those applied to similar transactions with third parties, where applicable. Year-end balances are unsecured,
bear no interest and are settled in cash within the timeframes agreed between the respective entities. As of 31 December 2025,
there were no outstanding guarantees or other commitments between the Company and its subsidiaries. Management has
assessed the recoverability of amounts due from subsidiaries and concluded that no loss allowance (impairment) is required;
accordingly, no provision has been recognised.
Set out below is an analysis of transactions (sales of goods and provision of services) and outstanding balances between the
Company and the subsidiaries in which it holds a participation, as well as a summary of transactions among the subsidiaries.
31 December 2025
31 December 2024
Sales of goods and services
Motodirect S.M.S.A.
9.325.076,89
10.296.777,68
Lion Rental S.A.
3.445.860,35
1.793.617,02
Μotodynamics Ltd.
3.144.699,21
2.732.453,06
Motodynamics Srl.
6.820.187,66
6.853.237,81
Blue Horizon S.A.
3.564.667,08
-
Autodirect S.M.S.A.
206.550,98
-
26.507.042,17
21.676.085,57
Purchases of goods and services
Motodirect S.M.S.A.
82.277,81
77.400,34
Lion Rental S.A.
238.089,28
251.110,28
8
Μotodynamics Ltd.
29.764,00
23.169,98
Motodynamics Srl.
120.209,05
16.144,21
Blue Horizon S.A.
-
-
Autodirect S.M.S.A.
-
-
470.340,14
367.824,81
31 December 2025
31 December 2024
Receivables
Motodirect S.M.S.A.
1.568.093,16
2.890.044,06
Lion Rental S.A.
1.272.972,50
221.479,00
Μotodynamics Ltd.
3.991,40
-
Motodynamics Srl.
1.096.814,35
1.516.528,50
Blue Horizon S.A.
2.804.054,48
-
Autodirect S.M.S.A.
249.321,25
-
6.995.247,14
4.628.051,56
Liabilities
Motodirect S.M.S.A.
54.274,99
22.100,29
Lion Rental S.A.
108,34
190.832,81
Μotodynamics Ltd.
-
-
Motodynamics Srl.
30.894,75
3.700,82
Blue Horizon S.A.
-
-
Autodirect S.M.S.A.
-
-
85.278,08
216.633,92
9
Transactions among subsidiaries
Motodynamics Ltd.
Motodynamics Srl.
Motodirect S.M.S.A.
Lion Rental S.A.
Autodirect S.M.S.A.
Blue Horizon A.E
31
December
2025
31
December
2024
31
December
2025
31
December
2024
31
December
2025
31
December
2024
31
December
2025
31
December
2024
31
December
2025
31
December
2024
31
December
2025
31
December
2024
Sales of goods
and services
Μotodynamics Srl
-
26.854,00
-
-
-
-
291,94
587,04
-
-
-
-
Motodynamics Ltd.
-
-
52.580,00
81.193,00
-
-
-
-
-
-
-
-
Motodirect S.A.
-
-
-
-
-
-
18.755,90
16.084,34
-
-
-
-
Lion Rental
S.A.
-
-
-
-
3.608,91
3.391,59
-
-
4.593.853,33
-
179.475,00
-
Blue Horizon A.E
-
-
-
-
-
-
1.028,58
-
-
-
-
Autodirect S.M.S.A.
-
-
-
-
-
-
31.704,85
-
-
-
-
-
26.854,00
52.580,00
81.193,00
3.608,91
3.391,59
51.781,27
16.671,38
4.593.853,33
-
179.475,00
-
Purchases of
goods and
services
Μotodynamics Srl
52.580,00
81.193,00
-
-
-
-
-
-
-
-
-
-
Motodynamics Ltd.
-
-
-
26.854,00
-
-
-
-
-
-
-
-
Motodirect S.A.
-
-
-
-
-
-
3.608,91
3.391,59
-
-
-
-
Lion Rental
S.A.
-
-
291,94
587,04
18.755,90
16.084,34
-
-
31.704,85
-
1.028,58
-
Blue Horizon A.E
-
-
-
-
-
-
179.475,00
-
-
-
-
-
Autodirect S.M.S.A.
-
-
-
-
-
-
4.593.853,33
-
-
-
-
-
52.580,00
81.193,00
291,94
27.441,04
18.755.90
16.084,34
4.776.937,24
3.391,59
31.704,85
-
1.028,58
-
10
Motodynamics Ltd.
Motodynamics Srl.
Motodirect S.M.S.A.
Lion Rental S.A.
Autodirect S.M.S.A.
Blue Horizon A.E
31
December
2025
31
December
2024
31
December
2025
31
December
2024
31
December
2025
31
December
2024
31
Decembe
r 2025
31
December
2024
31
Decembe
r 2025
31
December
2024
31
December
2025
31
December
2024
Receivables
Μotodynamics Srl
-
-
-
-
-
-
67,00
-
-
-
-
-
Motodirect S.A.
-
-
-
-
-
-
527,14
1.108,07
-
-
-
-
Lion Rental
S.A.
-
-
-
-
-
-
-
-
279,93
-
132,990,00
-
Autodirect S.M.S.A.
-
-
-
-
-
-
30,00
-
-
-
-
-
-
624,14
1.108,07
279,93
132.990,00
-
Liabilities
Μotodynamics Srl
-
-
-
-
-
-
-
-
-
-
-
-
Motodynamics Ltd.
-
-
-
-
-
-
-
-
-
-
-
Motodirect S.A.
-
-
-
-
-
-
-
-
-
-
-
-
Lion Rental
S.A.
-
-
67,00
-
527,14
1.108,07
-
-
30,00
-
-
-
Blue Horizon A.E
-
-
-
-
-
-
132.990,00
-
-
-
-
-
Autodirect S.M.S.A.
-
-
-
-
-
-
279,93
-
-
-
-
-
-
-
67,00
-
527,14
1.108,07
133.269,93
-
30,00
-
-
-
11
Fees and remuneration of the Company's and the Group’s management and executives
During the fiscal years ended 31 December 2025 and 2024, the Company’s and the Group’s Management and executives received
the following remuneration.
GROUP
COMPANY
31/12/2025
31/12/2024
31/12/2025
31/12/2024
Benefits to the Management and Executives of
the Company and the Group
Transactions and fees of management executives
and members
3.006.547,37
2.559.714,02
2.781.235,31
2.254.029,35
Receivables from directors and members of
management
-
-
-
-
Liabilities to management executives and
members
579.913,46
476.180,07
511.125,26
408.421,23
8) Subsequent events
There are no subsequent events concerning the Group or the Company that require disclosure or modification of the Corporate and
Consolidated Financial Statements.
The Group does not operate in, nor does it have direct business exposure to, countries or regions affected by armed conflicts such
as Ukraine, Lebanon, Israel, and Iran. There are no related risks that affect the financial statements or the Group’s continued smooth
operation.
Maroussi, 19 March 2026
On behalf of the Board of Directors
Chairperson & Managing Director
Paris Kyriakopoulos
12
EXPLANATORY REPORT OF THE BOARD OF DIRECTORS
(according to article 4, paragraphs 7 and 8 of Law 3556/2007)
Structure of the Company’s share capital – rights and obligations attached to the shares
Share capital structure: The Company’s share capital amounts to €10.854.000 and is divided into shares with a nominal
value of €0.36 each. All of the Company’s shares are common registered shares with voting rights and are traded on the
Main Market of the Athens Stock Exchange.
Rights and obligations: Each shareholder has rights and obligations proportional to the value of the Company shares they hold.
Specifically:
Each share confers the right to participate in the Company’s annual profits (or in the profits distributed upon liquidation), in
accordance with the provisions of the Law, the Articles of Association, and the resolutions of the Company’s General Meetings.
Each share confers the right to participate and vote in the Company’s General Meeting.
Each shareholder has a pre-emptive right in any increase of the Company’s share capital.
Each shareholder has the right to receive copies of the Company’s financial statements and of the reports issued by the
Statutory Auditors and the Board of Directors.
The General Meeting of shareholders retains all of its rights during the liquidation process (article 35, paragraph 5 of the Articles
of Association). Each shareholder is liable only up to the nominal value of their shares.
Restrictions on the transfer of the Company’s shares
The transfer of the Company’s shares is carried out as provided by Law. No restrictions on the transfer of the Company’s shares
are provided for in its Articles of Association.
Significant direct or indirect holdings within the meaning of articles 9 to 11 of Law 3556/2007
On 31.12.2025 the following shareholders held more than 5% of the Company’s total shares:
Ms. Flora‑Maria Kyriakopoulou with a percentage of 16,41%
The company ORYMIL S.A. with a percentage of 13,35%
Mr. Paris Kyriakopoulos with a percentage of
10,99%
Mr. Sotirios Chatzikos with a percentage of
5,89%
Shares conferring special control rights
There are no shares of the Company that confer special control rights.
Restrictions on voting rights
No restrictions on voting rights are provided for in the Company’s Articles of Association.
Shareholders’ agreements of the Company
There are no agreements between shareholders known to the Company that entail restrictions on the transfer of its shares or on the
exercise of voting rights arising from them.
Rules for the appointment and replacement of Board members and for amending the Articles of Association that differ from
those provided in Law 4548/2018
The rules provided in the Company’s Articles of Association for the appointment and replacement of the members of the Board of
Directors and for the amendment of its provisions do not differ from those set out in Law 4548/2018.
Authority of the Board of Directors or certain of its members to issue new shares or to acquire the Company’s own shares in
accordance with article 49 of Law 4548/2018.
Pursuant to the above provisions, and in view of the expiration on 16.06.2024, of the Company's Treasury Shares Acquisition Plan
approved by the Ordinary General Meeting of Shareholders on 16.06.2022 , the General Meeting of Shareholders approved a new
two-year Treasury Shares Purchase Plan on 23 May 2024 (i.e. from 23.05.2024 to 23.05.2026), in accordance with Articles 49 and 50
of Law 4548/2018. The new plan provides for the acquisition of up to 1.500.000 treasury shares, representing 4,98% of the
Company's paid-up share capital (i.e., less than 1/10). The maximum purchase price was set at six euros (€6,00) and the minimum
purchase price was set at thirty-six Euro cents (€0,36). On 11.06.2024, the Company's Board of Directors unanimously resolved to
initiate the implementation of the Treasury Shares Acquisition Plan, in accordance with the above terms.
Significant agreements that enter into force, are amended or terminate in the event of a change in the Company’s control
following a public offer.
The Company has not entered into any such agreements.
Agreements of the Company with members of its Board of Directors
The Company maintains an employment contract with its Chairperson & Chief Executive Officer, Mr. P. Kyriakopoulos.
13
Declaration of Corporate Governance for the fiscal year 01/01/2025 – 31/12/2025 (hereinafter
the “Declaration”)
The present Declaration is drawn up in accordance with the provisions of articles 152 and 153 of Law 4548/2018, as well as article
18 of Law 4706/2020, and contains the information specified by the above provisions as at 31/12/2025. Accordingly, the Company’s
Board of Directors (hereinafter also the “BoD” or “Board”) declares:
1.
Regarding the corporate governance code applied by the Company, as well as the place where it is made available
to the public (art. 152 para. 1(a) of Law 4548/2018).
The Company, pursuant to the decision of its Board of Directors dated 16/07/2021, applies the Hellenic Corporate Governance
Code (hereinafter the “HCGC” or the “Code”) of the Nominations and Corporate Governance Committee (hereinafter the “NCGC”).
The HCGC has been drafted on the basis of the “comply or explain” principle, requiring listed companies that choose to apply it to
disclose this intention and either comply with all of the Code’s specific practices or explain the reasons for any non‑compliance
with specific practices. The HCGC is posted and available to the public on the HCGC Council’s website, at the following address:
https://www.esed.org.gr/en/home.
2.
Practices of corporate governance applied by the Company in addition to those provided by law (art. 152 para.
1(a)(cc) of Law 4548/2018).
The Company does not apply any practices beyond those provided for in the applicable legislation.
3.
Pursuant to article 152 paragraph 1(b) of Law 4548/2018: If the Company deviates from the corporate governance
code to which it is subject or which it applies, the corporate governance statement includes a description of the
deviation with reference to the relevant parts of the corporate governance code, as well as a justification for that
deviation. If the Company does not apply certain provisions of the corporate governance code to which it is subject
or which it applies, the corporate governance statement includes a reference to the provision not applied and an
explanation of the reasons for its non‑application.
The Company applies the Hellenic Corporate Governance Code with minimal deviations, which are presented and justified in the
following Table:
HELLENIC CORPORATE GOVERNANCE CODE (JUNE
2021)
Explanation/Justification of deviation from
the specific practices of the Hellenic
Corporate Governance Code
1.13 The non
‑
executive members of the Board of
Directors meet at least once a year, or on an ad hoc
basis when deemed appropriate, without the presence
of executive members, in order to discuss the latter’s
performance. In these meetings, the non
‑
executive
members do not act as a de facto body or committee of
the Board of Directors.
The evaluation of the BoD members is carried
out collectively on an annual basis, at which
time the fulfilment or non
‑
fulfilment of the
suitability criteria is certified in accordance with
the relevant policies and procedures
maintained by the Company. The
non
‑
executive BoD members do not convene in
a special meeting to discuss the performance
of the executive members, because most
members — specifically eleven (11) out of the
thirteen (13) members of the Board — are
non
‑
executive. Additionally, the Vice
‑
Chair is
an independent non
‑
executive member who
evaluates the Chair (an executive member) with
the contribution of the Governance,
Nomination and Sustainability Committee.
14
2.3.7. The Board of Directors establishes a nominations
committee, which plays the primary role in the
candidate selection process, in succession planning,
and for the [...] senior management executives.
The Chief Executive Officer has the primary role
in the process of identifying candidates for
senior management positions (other than the
Chief Executive Officer) and in designing their
succession plan, assisted by the Human
Resources Division. In this context, the
mandatory opinion of the Remuneration and
Human Resources Committee is required, and
this opinion is taken into account in reaching
the final decision.
15
3.2.1.
The Board of Directors is supported by a
capable, specialised and experienced corporate
secretary, ensuring compliance with internal
procedures and policies, relevant laws and regulations,
and enabling the Board to operate effectively and
efficiently.
3.2.2.
The corporate secretary, in coordination with the
Chair, is responsible for ensuring the Board of Directors
receives prompt, clear and complete information, for
onboarding new members, organising General
Meetings, facilitating communication between
shareholders and the Board, and facilitating
communication between the Board and senior
management.
The Company has not appointed a corporate
secretary; however, it follows an alternative
practice whereby either the legal department or
senior management executives assist in
coordinating the meetings and in keeping the
minutes of the Board of Directors and its
Committees, in cooperation with the
Chairperson of the Board of Directors and of the
respective Committees.
3.3.8 The nominations committee, in line with best
practices, defines the evaluation parameters and
presides over the following: [...] individual evaluations of
the Chief Executive Officer [...].
3.3.12 The Board of Directors, under the guidance of the
nominations committee, ensures the annual evaluation
of the Chief Executive Officer’s performance.
The evaluation of the Chief Executive Officer is
carried out by the Chairperson of the Board of
Directors, with the support of the Governance,
Nomination and Sustainability Committee, and
is approved by the Board of Directors without the
presence or participation of the Chief Executive
Officer. It is noted that, pursuant to the Board of
Directors’ decision of 29-03-2023, for as long as
the roles of Chairperson of the Board of Directors
and Chief Executive Officer are held by the same
person, the above
‑
mentioned evaluation of the
Chief Executive Officer is carried out by the
Vice
‑
Chairperson of the Board of Directors.
4.
Description of the main features of the Company’s internal control and risk management systems in relation to the
process of preparing the financial statements (art. 152 paragraph 1 case c of Law 4548/2018)
The Internal Audit System (hereinafter also the “IAS”) is defined as the set of internal control mechanisms and procedures, including
risk management, internal audit and regulatory compliance, which continuously covers every activity of the Company and
contributes to its safe and effective operation. The Company has established an Internal Audit Unit, a Risk Management Unit and a
Regulatory Compliance Unit, employs staff with adequate knowledge, qualifications and time, and maintains documented and
updated procedures related to the preparation of the financial statements. It is noted that a review of compliance with accounting
principles and policies is carried out, while the parties involved remain in regular communication (the Independent Statutory
Auditors with Management and the Audit Committee, and the Audit Committee with the Chief Financial Officer and the head of the
Internal Audit Unit).
Internal Audit
The Company has established an independent organisational unit within the Company, operating in accordance with the
provisions of the Company’s Operating Regulation, for the purpose of providing advisory and assurance services, applying
objective and independent judgement. The Internal Audit Unit, among other things, monitors, reviews and evaluates the
implementation of the Company’s Internal Operating Regulation and the Internal Audit System, particularly with regard to the
adequacy and accuracy of the financial and non‑financial information provided, risk management, regulatory compliance and the
corporate governance code adopted by the Company; it monitors, reviews and evaluates the safeguards, the corporate
governance mechanisms and, where applicable, the fulfilment of the Company’s commitments; it prepares reports to the audited
units setting out the findings, the risks arising from them and any improvement proposals, and submits regular reports to the Audit
Committee.
The Company has adopted an Internal Audit Unit Regulation, a summary of which is included in the published Operating Regulation
of the Company (https://motodynamics.gr/en/corporate-governance/).
For the year 2025, the Internal Auditor executed the audit plan approved in December 2024 by the Audit Committee, based on
existing risks, submitting quarterly reports to the Audit Committee and, through it, to the Board of Directors, in accordance with
16
the applicable legislative framework.
Risk Management System
Through the Risk Management System, the Company's management collects information related to risk monitoring and feeds this
information into the decision-making and action procedure to ensure optimum response. The Company applies a Risk Management
System which is based on four axes: a) risk identification, b) risk assessment, c) risk management, and d) risk monitoring and
reporting. Risk Management is a systematic procedure for the Company that aims at the prompt and effective identification,
analysis, control, management and monitoring of any form of risk inherent in the Company’s operation. The stages followed during
the annual Risk Management process are as follows: 1) Preparation of Risk Profile Revision Proposals, 2) Submission of Risk Profile
Revision Proposals, 3) Conduct of Risk Management Team Meetings, 4) Approval of Risk Profiles and Action Plan and Monitoring of
Action Plan – Reporting. The Board of Directors of the Company defines the risk management strategy, ensuring that it is aligned with
the Company’s business objectives. It defines and oversees the implementation of the risk management system and ensures its
adequate and effective operation. The Chief Executive Officer has overall responsibility for the design and effective operation of the
risk management framework related to the Company’s functions and the achievement of its objectives, based on the strategy set by
the Board of Directors. The Company’s Management ensures the timely and effective identification and assessment of risks, as well
as the design and implementation of appropriate policies, procedures and safeguards for their management, in line with the risk
appetite set by the Board of Directors. The Risk Management Officer is responsible for coordinating the risk management process
and supports the Chief Executive Officer and the Senior Executives of the Company in its implementation.
The Company has appointed, by decision of the Board of Directors and following a recommendation by the Audit Committee, an
external advisor as Risk Management Officer.
The Company has adopted a Risk Management Policy and Procedure, a summary of which is included in the published Operating
Regulation of the Company (https://motodynamics.gr/en/corporate-governance/).
During the year 2025, the Risk Management Officer provided additional training to executives on risk management matters and the
applied methodology, reviewed the Risk Register by Division, provided updates on potential Risk Events, updated the Risk Register,
re‑examined all required actions and implementation timelines while simultaneously updating and/or modifying them, held a
working meeting with the Chief Executive Officer and the management executives during which, following an in‑depth presentation,
analysis and discussion, the Risk Control Matrix was finalised, and presented the Risk Control Matrix to the Audit Committee and
discussed it.
Regulatory Compliance System
With the aim of ensuring its timely, complete and continuous compliance with the applicable regulatory framework governing its
operation, the Company has adopted a Regulatory Compliance System designed to define the framework for identifying, addressing,
preventing and monitoring regulatory compliance risks and issues, and to determine the role and duties of the bodies and executives
responsible for ensuring the Company’s regulatory compliance.
The Company implements a Regulatory Compliance System that consists of four key pillars. 1) Compliance Strategy, 2) Compliance
Risk Management, 3) Policies and Procedures, and 4) Development of a Compliance Culture. The Compliance Unit operates with a
reporting line to the Board of Directors through the Audit Committee and in accordance with the Compliance Operating Regulation
approved by the Board of Directors of the Company, a summary of which is included in the published Operating Regulation of the
Company https://motodynamics.gr/en/corporate-governance/). The Audit Committee reviews and monitors the implementation of
the annual compliance action plan, which includes the periodic and, where appropriate, ad hoc actions required to achieve
compliance.
The Compliance Officer is responsible for overseeing and managing regulatory compliance matters and has undertaken, among
other things, the monitoring of regulatory issues and changes in the legal and regulatory framework, supporting Management in
identifying and managing compliance risk, supporting Management in handling complaints, conducting compliance monitoring,
ensuring staff training, and preparing the annual compliance action plan.
The Company has appointed, by decision of the Board of Directors and following a recommendation by the Audit Committee, an
external advisor as Compliance Officer.
During the year 2025, the Compliance Officer, in the context of implementing the 2025 Compliance Action Plan, carried out
compliance confirmation checks, continuously monitored the Company’s adherence to its regulatory obligations through the
regular review of the Regulatory Obligations Register, informed Management of compliance matters arising during the Company’s
operations in relation to the obligations listed in the Regulatory Obligations Register, supported the Governance, Nomination and
Sustainability Committee (GNSC) and the Board of Directors in their work, assisted the Company in amending its Operating
Regulation, supported the Company during the evaluation of its Internal Audit System by an external evaluator, continuously
monitored changes in the regulatory framework and informed the Company accordingly, participated in the design of staff training
17
programmes on compliance matters, updated the Compliance Risk Register, attended training seminars, and prepared the action
plan for the year 2026, which was submitted to the Audit Committee for approval.
Audit Committee
The Committee shall monitor the financial reporting procedure and conduct of the statutory audit of the Company's financial
statements and in particular its performance of such audit, taking into account any findings and conclusions of the Competent
Authority in accordance with Article 26 (6) of Regulation (EU) No 537/2014. Specifically:
• The Committee shall be informed by the statutory auditor of the annual statutory audit plan prior to its implementation,
shall evaluate such plan and shall ensure that the plan covers the most important audit areas, taking into account the
Company's main business and financial risk areas. Furthermore, the Committee shall make proposals and recommend on
other important issues, where appropriate.
• The Committee communicates in a timely manner with the statutory auditor in view of the preparation of the audit report
and the auditor’s supplementary report to the Committee.
• The Committee shall take into account the content of the supplementary report submitted to it by the auditor; such report
shall contain the results of the statutory audit carried out and shall meet at least the specific requirements in accordance
with Article 11 of Regulation 537/2014 of the European Parliament and of the Council of 16 April 2014.
• Shall Inform the BoD by submitting a relevant report on the issues that arose from of the statutory audit, explaining the
following in detail:
- the contribution of the statutory audit to the accuracy, completeness and correctness of the financial reporting, including
the relevant disclosures approved by the BoD and made public;
- the actions taken by the Committee in the context of the statutory audit.
• Shall be informed about the procedure and timing of the preparation of the financial information by Management.
• Review the financial reports prior to their approval by the BoD in order to assess their completeness and consistency in
relation to the information that has been brought to its attention as well as with the accounting principles applied by the
Company and shall inform the BoD accordingly.
• Monitor, review and assess the financial reporting procedure, i.e. the systems and mechanisms used by relevant
organizational units to produce financial information.
• Review and evaluate other publicly disclosed information of any nature (e.g. stock exchange announcements, press
releases) in relation to financial information. In this context, the Committee shall inform the BoD on its findings and shall
submit proposals for improving the procedure, if deemed appropriate.
• It takes into account and examines the most significant issues and risks that may affect the Company’s financial
statements, as well as Management’s estimates in their preparation.
The Committee:
•
is responsible for the process of selecting statutory auditors or audit firms and proposes the statutory auditors or audit
firms to be appointed in accordance with Article 16 of Regulation No. 537/2014 and, in addition,
•
reviews the independence of statutory auditors and audit firms, in accordance with Articles 21-23, 26 and 27 of Regulation
No. 537/2014 and in particular the suitability of the provision of non-audit services by the statutory auditor, in accordance with Article
5 of the same Regulation.
The Committee oversees the overall functioning of the Internal Control System with respect to all control mechanisms and
procedures, including risk management, internal audit and regulatory compliance, which continuously cover every activity of the
Company and contribute to its safe and effective operation, and among other things:
• It monitors, examines and evaluates the adequacy and effectiveness of all the Company’s policies, procedures and
safeguards relating to financial reporting (pursuant to point (c) of paragraph 3 of article 44 of Law 4449/2017 and Decision
1302/2017 of the Hellenic Capital Market Commission).
• It verifies that the annual audit programme of the Internal Audit Unit (together with any medium‑term assurance
programmes of other assurance providers) covers the most important audit areas and systems related to financial
reporting, based on the Company’s risk assessment.
• It monitors the effectiveness of the internal audit systems, particularly with respect to the adequacy and accuracy of the
financial and non‑financial information provided, risk management, regulatory compliance and the corporate governance
code adopted by the Company, mainly through the work of the Internal Audit Unit and the statutory auditor.
• It reviews the Company’s Major Risk Management System and its periodic reassessment. In this context, tt evaluates the
methods used by the Company to identify and monitor risks, to address the most significant of them through the Risk
Management System, and to disclose them correctly in the published financial information.
• It submits additional reports to the Board of Directors on matters within its remit, in areas where the Committee, upon
completing its work, considers that there are material issues relating to the financial reporting provided, as well as reports
concerning Management’s response to these matters.
For the Audit Committee, see also section 7.2.1 of this Statement.
4a. Evaluation of the Company’s Internal Audit System Results of the evaluation process of the Company’s Internal Audit
System (IAS) for the period 01/01/2023–31/12/2025, in accordance with article 14, paragraph 3, point (i) and paragraph 4 of
Law 4706/2020 and the relevant Decisions of the Board of Directors of the Hellenic Capital Market Commission
The Company, by decision of its Board of Directors following a relevant recommendation by the Audit Committee, assigned on
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30/07/2025 to the audit firm “Grant Thornton A.E.” (SOEL Reg. No. 127), headquartered in Athens at 58 Katehaki Avenue
(“Evaluator”), the evaluation of the adequacy and effectiveness of the Company’s Internal Audit System (“IAS”) and that of “Lion
Rental S.M.S.A.”, as a significant subsidiary of the Company within the meaning of article 2 point 16 of Law 4706/2020 (“Significant
Subsidiary”), for the period from 01/01/2023 to 31/12/2025, with reference date 31 December 2025, in accordance with the
provisions of point (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 (“Regulatory Framework”), as further specified in the audit
programme issued by decision 278/16-01-2026 of HAASOB (“Programme”).
According to a declaration by the Evaluator, throughout the duration of its appointment it remained independent from the Company
and its Significant Subsidiary, in accordance with the Code of Ethics for Professional Accountants of the International Ethics
Standards Board for Accountants (IESBA Code) as incorporated into Greek legislation, the ethical requirements of Regulation (EU)
537/2014 and the provisions of Law 4449/2017.
The work was performed in accordance with International Standard on Assurance Engagements 3000 (Revised) “Assurance
Engagements Other than Audits or Reviews of Historical Financial Information”.
The Evaluator’s Conclusion, included in the final evaluation report on the adequacy and effectiveness of the IAS dated 06/03/2026,
states that, based on the work performed regarding the evaluation of the adequacy and effectiveness of the IAS of the Company and
the Significant Subsidiary, for the reference period from 01/01/2023 to 31/12/2025 and with reference date 31/12/2025, nothing has
come to its attention that could be considered a material weakness of the IAS of the Company and the Significant Subsidiary, in
accordance with the Regulatory Framework.
4β. Evaluation of the Adequacy and Effectiveness of the Corporate Governance System
According to the annual audit plan of the Internal Audit Unit approved by the Company’s Board of Directors on 8.12.2023 and
following the relevant recommendation of the Audit Committee dated 5.12.2023, the evaluation of the adequacy and effectiveness
of the Company’s Corporate Governance System (“CGS”) and that of its significant subsidiary was carried out by the Company’s
Internal Auditor in order to identify any material weaknesses in the CGS, and specifically on the basis of articles 1–24 of Law
4703/2020 (which were not subject to audit in the evaluation of the IAS as mentioned above under para. 4a) and the provisions of
the corporate governance code of the Hellenic Corporate Governance Council adopted by the Company. The evaluation work was
carried out in accordance with the international internal audit standards. The Internal Auditor’s Conclusion, included in the
evaluation report on the adequacy and effectiveness of the CGS dated 15/03/2024, states that, based on the work performed as
described in that report and the evidence obtained, regarding the evaluation of the adequacy and effectiveness of the Company’s
CGS and that of its significant subsidiary, with reference date 31/12/2023 and reference period from 17/07/2021 to 31/12/2023,
nothing has come to his attention that could be considered a material weakness of the Company’s CGS or that of its significant
subsidiary, in accordance with the regulatory framework.
5.
Information on the functioning of the General Meeting of shareholders and its key powers, as well as a description
of shareholders’ rights and how these rights are exercised.
5.1.
Powers of the General Meeting
The General Meeting is the supreme body of the Company and is entitled to decide on any corporate matter in accordance with Law
4548/2018. Its decisions are binding on absent or dissenting shareholders. The General Meeting has the authority to decide on
matters, in accordance with the applicable legislation and the Company’s Articles of Association, some of which fall under its
exclusive competence.
5.2.
Convening of the General Meeting
The General Meeting of shareholders is convened by the Board of Directors in an ordinary session, at the Company’s registered seat
or within the municipality where the regulated market’s headquarters are located, at least once in every fiscal year and no later than
the tenth (10th) calendar day of the ninth month following the end of the fiscal year, in order to decide on the approval of the annual
financial statements and the election of auditors (ordinary General Meeting). The Board of Directors may convene the General
Meeting of shareholders in an extraordinary session whenever it deems it appropriate or necessary.
The General Meeting of shareholders, except for repeat meetings, must be convened by publishing a relevant invitation at least
twenty (20) full days before the meeting date. The invitation is published at least twenty (20) days in advance by being recorded in
the Company’s section on GEMI and on the Company’s website, as well as in printed and electronic media, to ensure effective
dissemination of information to investors.
5.3.
Required quorum and majority of the General Meeting
The General Meeting has quorum and validly convenes on the items of the agenda when shareholders representing at least one
fifth (1/5) of the paid‑up share capital are present or represented. Its decisions are taken by an absolute majority of the votes
represented at the meeting. Exceptionally, the General Meeting has quorum and validly convenes when half (1/2) of the paid‑up
share capital is represented, for specific items on the agenda as defined by law and the Company’s Articles of Association, and
the relevant decisions are taken by a two‑thirds (2/3) majority of the votes represented at the meeting.
5.4.
Items on the Agenda – Minutes of the General Meeting
The discussions and decisions of the General Meeting are limited to the items listed on the agenda. Any discussion that does not
19
concern the above items is permitted provided that all shareholders are present or represented and no one objects, or if it concerns
amendments to proposals of the Board of Directors to the General Meeting, or a proposal of the Board of Directors for convening an
Extraordinary General Meeting, in which case, if accepted, the items of its agenda are determined.
The Chairperson of the General Meeting is obliged, at the request of any shareholder, to record in the minutes an accurate summary
of that shareholder’s opinion. The Chairperson of the General Meeting is entitled to refuse the recording of an opinion if it refers to
matters that are clearly outside the agenda or if its content is manifestly contrary to good morals or to the law.
The voting at the General Meeting is open, subject to paragraph 9 of article 141 of Law 4548/2018 and the provisions of article 131 of
Law 4548/2018. Secret voting is not permitted in cases involving the granting of remuneration to the members of the Board of
Directors, nor in any instance where the law requires an open vote or when voting is conducted remotely.
The Company publishes on its website, under the responsibility of the Board of Directors, the voting results no later than five (5) days
after the date of the General Meeting, specifying for each decision at least the number of shares for which valid votes were cast, the
proportion of the share capital represented by those votes, the total number of valid votes, as well as the number of votes in favour
and against each decision and the number of abstentions.
5.4.1.
Shareholders’ rights
5.4.2.
Right to participate and vote in the General Meeting
Each share carries one vote.
Only the shareholder who holds and proves this shareholder status at the beginning of the fifth day before the date of the initial
session of the General Meeting (“Record Date”) is entitled to participate in and vote at the Company’s General Meeting. The Record
Date also applies in the case of an adjourned or repeat session, provided that the adjourned or repeat session is held no more than
thirty (30) days after the Record Date. If this is not the case, or if a new invitation is published for the repeat General Meeting in
accordance with article 130 of Law 4548/2018, the person entitled to participate in the General Meeting is the one who holds
shareholder status at the beginning of the third day before the date of the adjourned or reconvened General Meeting.
For the purposes of the Company, the person entitled to participate in the General Meeting and exercise the voting right is the
shareholder registered on the Record Date in the records of the “Dematerialised Securities System” (“DSS”) of the société anonyme
“HELLENIC CENTRAL SECURITIES DEPOSITORY S.A.” (“HCSD”), or the person identified as such on the basis of the relevant date
through registered intermediaries or other intermediaries, in accordance with the provisions of the applicable legislation (Laws
4548/2018, 4569/2018 and 4706/2020, and Regulation (EU) 2018/1212), as well as the Operating Rules of the Hellenic Central
Securities Depository (Government Gazette B’ 1007/16.03.2021).
Proof of shareholder status may be established by any lawful means and, in any event, on the basis of information received by the
Company from HCSD or through the above intermediaries, in accordance with the foregoing provisions, up to the commencement
of the General Meeting. A shareholder may participate in the General Meeting on the basis of the confirmations or notifications under
articles 5 and 6 of Regulation (EU) 2018/1212 provided by the intermediary, unless the General Meeting refuses such participation
for a significant reason justifying its refusal, in accordance with the applicable provisions (article 19 para. 1 of Law 4569/2018 and
article 124 para. 5 of Law 4548/2018).
The exercise of these rights does not require the shareholder’s shares to be blocked, nor the observance of any other similar
procedure that would restrict the ability to sell or transfer them during the period between the Record Date and the General Meeting.
Shareholders may also participate remotely in the voting at the General Meeting, provided that the items on the agenda and the
relevant ballot papers have been sent to them in advance. The items and ballot papers may also be made available and completed
electronically via the internet. Shareholders voting in this manner shall be counted for the purposes of establishing quorum and
majority, provided that the relevant ballot papers have been received by the Company at least two (2) full days prior to the date of
the General Meeting. It is also possible for the General Meeting to be conducted by teleconference and by electronic means, without
the physical presence of shareholders at its venue. This participation may take place either through real‑time transmission of the
meeting or through real‑time two‑way communication, enabling shareholders to address the meeting remotely.
Legal‑entity shareholders participate in the General Meeting through their representatives.
The shareholder participates in the General Meeting and votes either in person or through proxies. A proxy acting for more than one
shareholder may cast different votes for each shareholder. Each shareholder may appoint up to three (3) proxies. However, if the
shareholder holds shares of the Company that appear in more than one securities account, this limitation does not prevent the
shareholder from appointing different proxies for the shares appearing in each securities account in relation to a specific General
Meeting. The shareholder may appoint a proxy for one single General Meeting or for any General Meetings held within a specified
period. The granting of a proxy is freely revocable.
The proxy votes in accordance with the shareholder’s instructions, if any, and is obliged to keep the voting instructions on file for at
least one (1) year from the date of the General Meeting, or, in the event of its adjournment, from the date of the last repeat meeting
at which the proxy was used. Non‑compliance by the proxy with the instructions received does not affect the validity of the
resolutions of the General Meeting, even if the proxy’s vote was decisive for achieving the majority.
The proxy of a shareholder is obliged to disclose to the Company, before the start of the General Meeting, any specific fact that may
be useful to shareholders for assessing the risk that the proxy may serve interests other than those of the shareholder, as indicatively
20
defined in the law and in the Company’s articles of association.
The appointment and the revocation or replacement of the shareholder’s representative or proxy shall in all cases be made in writing
or by electronic means and shall be submitted to the Company at least forty‑eight (48) hours before the scheduled date of the
meeting, or, in the case of shareholders identified through intermediaries, through the confirmations or notifications of Articles 5
and 6 of Regulation (EU) 2018/1212 provided by the intermediaries. Shareholders who do not comply with the above deadline
participate in the General Meeting, unless the General Meeting refuses such participation for a significant reason justifying its
refusal.
5.4.3.
Minority shareholders’ rights
The following shareholder rights are also provided in relation to the General Meeting, in accordance with the law (art. 141 of Law
4548/2018) and the articles of association.
Upon request of shareholders representing one twentieth (1/20) of the paid‑up capital, the Company’s Board of Directors is obliged
to include additional items on the agenda of a General Meeting that has already been convened, provided that the relevant request
is received by the Board of Directors at least fifteen (15) days before the General Meeting. These additional items must be published
or disclosed, under the responsibility of the Board of Directors, in accordance with Article 122 of Law 4548/2018, at least seven (7)
days before the General Meeting. The request for the inclusion of additional items on the agenda must be accompanied by a
justification or by a draft resolution to be submitted for approval at the General Meeting, and the revised agenda shall be published
in the same manner as the previous agenda, that is, thirteen days before the date of the General Meeting, and at the same time made
available to the shareholders on the Company’s website together with the justification or the draft resolution submitted by the
shareholders, in accordance with paragraph 4 of Article 123 of Law 4548/2018. If these items are not published, the requesting
shareholders are entitled to request the adjournment of the General Meeting, in accordance with paragraph 5 of Article 141 of Law
4548/2018, and to proceed themselves with the publication, as provided by law, at the Company’s expense.
(b) Shareholders representing one twentieth (1/20) of the paid‑up capital have the right, by submitting a request, to table draft
resolutions on items included in the initial or any revised agenda of the General Meeting. The relevant request must be received by
the Board of Directors at least seven (7) days before the date of the General Meeting, and the draft resolutions shall be made
available to the shareholders as provided in paragraph 3 of Article 123 of Law 4548/2018, at least six (6) days before the date of the
General Meeting.
(c) Upon request of any shareholder submitted to the Company at least five (5) full days before the General Meeting, the Board of
Directors is obliged to provide the General Meeting with the requested specific information regarding the Company’s affairs, to the
extent that such information is relevant to the items on the agenda. There is no obligation to provide information when the relevant
information is already available on the Company’s website, particularly in the form of questions and answers. In addition, upon
request of shareholders representing one twentieth (1/20) of the paid‑up capital, the Board of Directors is obliged to announce to
the General Meeting, provided it is an ordinary meeting, the amounts paid during the last two years to each member of the Board of
Directors or to the Company’s directors, as well as any benefit granted to these persons for any reason or under any contract
between them and the Company. The Board of Directors may refuse to provide the information for a sufficient and substantial
reason, which shall be recorded in the minutes. Such a reason may, depending on the circumstances, be the representation of the
requesting shareholders on the Board of Directors, in accordance with Articles 79 or 80 of Law 4548/2018. In the cases of this
paragraph, the Board of Directors may respond collectively to shareholder requests that have the same content.
(d) Upon request of shareholders representing one tenth (1/10) of the paid‑up capital, submitted to the Company at least five (5) full
days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with information on the course of
the Company’s affairs and its financial position. The Board of Directors may refuse to provide the information for a sufficient and
substantial reason, which shall be recorded in the minutes. Such a reason may, depending on the circumstances, be the
representation of the requesting shareholders on the Board of Directors, in accordance with Articles 79 or 80 of Law 4548/2018,
provided that the corresponding members of the Board of Directors have received the relevant information in a sufficient manner.
(e) Upon request of shareholders representing one twentieth (1/20) of the paid‑up share capital, the vote on any item or items on the
agenda shall be conducted by open ballot.
5.4.4.
Shareholder information prior to the General Meeting
From the date of publication of the notice convening the General Meeting and until the date of the Meeting, the Company makes
available to its shareholders at its registered office and posts on its website the following information. a) the notice convening the
General Meeting, b) the total number of shares and the voting rights attached to those shares on the date of the notice, c) the forms
to be used for voting by proxy or representative or by correspondence or by electronic means, unless such forms are sent directly to
each shareholder. In addition, from the date of publication of the notice convening the General Meeting until the date of the Meeting,
the Company makes available to its shareholders at its registered office and posts on its website the documents to be submitted to
the General Meeting, a draft resolution for each item on the proposed agenda or, if no resolution has been proposed for approval, a
comment by the board of directors, as well as any draft resolutions that may have been proposed by shareholders.
Each shareholder may request, ten (10) days before the Ordinary General Meeting, the Company’s annual financial statements and
the relevant reports of the Board of Directors and the Company’s Auditors (article 123 paragraph 1 of Law 4548/2018).
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For more information regarding the Company’s General Meeting and shareholders’ rights, see also the Company’s current Articles
of Association, which are posted on the Company’s website https:///motodynamics.gr/en/corporate-governance/.
For the timely and equal information of shareholders and the investing public regarding corporate events, the Company maintains a
Shareholders’ Service Department and a Corporate Announcements Department.
6.
Information required under Article 10 paragraph 1 points (c), (d), (f), (h) and (i) of Directive 2004/25/EC of the European
Parliament and of the Council of 21 April 2004 on takeover bids, insofar as the Company falls within the scope of that
Directive (article 152 paragraph 1 point d of Law 4548/2018).
During the fiscal year, no cases of acquisition or public offer occurred.
7.
Composition and functioning of the Board of Directors and any other administrative, management or supervisory
bodies or committees of the Company (article 152 paragraph 1 point e of Law 4548/2018).
7.1.
Board of Directors
7.1.1.
Members and responsibilities
The Company’s Board of Directors is responsible for the long‑term strategy and operational objectives of the Company and, in
general, for oversight and decision‑making within the framework set by applicable legislation and the Articles of Association, as well
as for ensuring compliance with the principles of corporate governance.
The BoD consists of a minimum of three (3) to a maximum of fifteen (15) Directors, who may be executive, non-executive and
independent non-executive Directors. The non‑executive members of the Board of Directors (both independent and
non‑independent) are involved in the overall promotion of corporate matters and do not engage in the Company’s day‑to‑day
management, whereas the executive members are responsible for the daily administration of the Company.
The Board of Directors meets with the necessary frequency to perform its duties effectively. The Board of Directors, as the
Company’s highest governing body, has the following responsibilities:
• It defines and oversees the implementation of the Company’s corporate strategy and long‑term objectives.
• It safeguards and promotes the corporate interest, as well as the interests of the Company’s shareholders and its major
stakeholders.
• It properly manages all corporate affairs.
• It consolidate the Company's credibility in the economic-business community and the broader social environment.
• It enhances the Company's operational and financial value.
• It establishes and monitors the corporate governance system and review it at least every three (3) years.
• It ensures the adequate and effective operation and independence of the Company's internal audit system, including risk
management and compliance functions.
• It ensures the reliability and completeness of the accounting system and the appropriate accounting records for the
preparation of the published financial statements, the annual management report, the corporate governance statement,
and the remuneration report.
• It defines executive or non-executive directorship.
• It assigns responsibilities to the chief executive officer and the company’s senior executives, monitors their performance,
and sets the appropriate remuneration levels.
• It posts and keeps updated the information and documents regarding the election of its candidate members, in
accordance with articles 4 para. 4 and 18 para. 1 of Law 4706/2020.
• It is informed of and decides on any event that could materially affect the company’s position, both in the present and in
the long term.
The composition of the Board of Directors for the 01/01/2025–11/06/2025 period was as follows:
1.
Paris Kyriakopoulos, Chairperson of the Board of Directors and Chief Executive Officer, executive director.
2.
Kriton Leonidas Anavlavis, Vice Chairperson, independent non‑executive director.
3.
Ioannis-Stylianos Tavoularis, executive director.
4.
Theodoros Akiskalos, independent non-executive director.
5.
Lefkothea Varagi, non-executive director.
6.
Eleni Vrettou, non-executive director.
7.
Alexandros Diogenous, independent non-executive director.
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8.
Stefanos Theodoridis, independent non-executive director.
9.
Konstantinos Mitropoulos, independent non-executive director.
10.
Amalia Mofori, independent non-executive director.
11.
Eirini Mpardani, independent non-executive director.
12.
Nikolaos Pagiaslis, non-executive director.
13.
Sotirios Chatzikos, non-executive director.
The composition of the Board of Directors for the 12/06/2025–11/06/2025 period was (and remains to this day) as follows:
1.
Paris Kyriakopoulos, Chairperson of the Board of Directors and Chief Executive Officer, executive director.
2.
Kriton Leonidas Anavlavis, Vice Chairperson, independent non‑executive director.
3.
Ioannis-Stylianos Tavoularis, executive director.
4.
Theodoros Akiskalos, independent non-executive director.
5.
Lefkothea Varagi, non-executive director.
6.
Eleni Vrettou, independent non-executive director.
7.
Alexandros Diogenous, non-executive director.
8.
Stefanos Theodoridis, independent non-executive director.
9.
Konstantinos Mitropoulos, independent non-executive director.
10.
Amalia Mofori, independent non-executive director.
11.
Eirini Mpardani, independent non-executive director.
12.
Nikolaos Pagiaslis, non-executive director.
13.
Sotirios Chatzikos, non-executive director.
The Company's Board of Directors was elected pursuant to the resolution dated 23/05/2024 of the Ordinary General Meeting and
was constituted into a body at its meetings date 23/05/2024 and 12/06/2025.
The term of the current Board of Directors is three years and ends for all board members on 23/05/2027, with the possibility of being
automatically extended until the expiry of the deadline within which the immediately following Ordinary General Meeting may
convene.
The Board of Directors met fourteen (14) times during the year 2025. The participation rate of all members of the Board of Directors
in the 2025 meetings amounts to 100%, with the following exceptions: Each of Messrs. Theodoros Akiskalos, Stefanos Theodoridis,
Amalia Mofori and Ioannis Stylianos Tavoularis was absent from one meeting of the Board of Directors, and therefore each one’s
participation rate rises to 92,85%.
The detailed curricula vitae of the members of the Board of Directors and the senior management are set out below (see section 8
of the Statement). From these it follows that the composition of the Board of Directors reflects the knowledge, skills and experience
required for the exercise of its responsibilities, in accordance with the suitability policy and the company’s business model and
strategy.
It is noted that at its meeting of 19/03/2026, in the context of the annual review of compliance with the independence requirements
of article 9 of Law 4706/2020 by its above‑mentioned independent non‑executive members, the Board of Directors, having assessed
– with the assistance of the Governance, Nomination and Sustainability Committee – the relevant declarations of the independent
non‑executive members together with other data and information (e.g. the company’s and its subsidiaries’ suppliers–partners
register, the company’s shareholder register, etc.), found that the independence requirements of article 9 of Law 4706/2020
continue to be met by the above independent non‑executive members of the Board of Directors.
The members of the Board of Directors who hold shares of the Company, as at the reference date of 31/12/2025 and the publication
date (19/03/2026), are presented below:
23
Full Name
Position in the Board
of Directors
Number of shares
Percentage (%) of
participation in the
Company’s share
capital
Paris Kyriakopoulos
Paris Kyriakopoulos,
Chairperson of the
Board of Directors
and Chief Executive
Officer (executive
director).
3.314.514
(both on 31/12/2025 and on
19/03/2026)
10,993%
(both on 31/12/2025
and on 19/03/2026)
Sotirios Chatzikos
Non-executive
director
1.775.000
(both on 31/12/2025 and on
19/03/2026)
5,887%
(both on 31/12/2025
and on 19/03/2026)
Ioannis Tavoularis
Executive director
873.925
(both on 31/12/2025 and on
19/03/2026)
2,899%
(both on 31/12/2025
and on 19/03/2026)
Stefanos
Theodoridis
Independent non-
executive director
5.000
(both on 31/12/2025 and on
19/03/2026)
0,017%
(both on 31/12/2025
and on 19/03/2026)
Eirini Bardani
Independent non-
executive director
56
(both on 31/12/2025 and on
19/03/2026)
0,00018%
(both on 31/12/2025
and on 19/03/2026)
The senior executives who hold shares of the Company, as at the reference date of 31/12/2025 and the publication date (19/03/2026),
are presented below:
Full Name
Position in the
Company
Number of shares
Percentage (%) of
participation in the
Company’s share
capital
Efstathios Anagnou
IT Director
39.538
(both on 31/12/2025
and on 19/03/2026)
0,131%
(both on 31/12/2025
and on 19/03/2026)
Ioannis Sokialis
Director of the Yamaha
Division and
International Activities
22.086
(both on 31/12/2025
and on 19/03/2026)
0,073%
(both on 31/12/2025
and on 19/03/2026)
Nikolaos Sinogiannis
General Manager of the
Sixt Division
7.339
(both on 31/12/2025
and on 19/03/2026)
0,024%
(both on 31/12/2025
and on 19/03/2026)
24
Magdalini Rizou
Group Chief Financial
Officer
2.000
(both on 31/12/2025
and on 19/03/2026)
0,007%
(both on 31/12/2025
and on 19/03/2026)
Maria Passia
Group Sustainability and
Corporate
Communications
Director
3.489
(both on 31/12/2025
and on 19/03/2026)
0,012%
(both on 31/12/2025
and on 19/03/2026)
Eleftheria Lolou
Human Resources
Director
366
(both on 31/12/2025
and on 19/03/2026)
0,001%
(both on 31/12/2025
and
on 19/03/2026)
Eleftherios Sotiropoulos
Director of the
Autodirect Division
3.358
(both on 31/12/2025
and on 19/03/2026)
0,011%
(both on 31/12/2025
and on 19/03/2026)
Georgios Livaditis
Director of the Porsche
Division
18.000
(On 31/12/2025)
17.000
(on 19/03/2026)
0,060%
(on 31/12/2025)
0,056%
(on 19/03/2026)
Finally, it is noted that the Company’s Internal Auditor, Mr. Theodoros Sgouros, held, both on 31/12/2025 and on the publication
date (19/03/2026), 2.326 shares of the Company, corresponding to a participation percentage of 0,008% in the Company’s share
capital.
7.1.2.
Chairperson of the BoD
The Chairperson of the Board of Directors acts as the main liaison between the Company’s management, the Board of Directors and
the shareholders, and has the following responsibilities:
• Presides over the BoD meetings and directs its work in compliance with its obligations towards the shareholders, the
Company, the supervisory authorities, the law and the Company’s articles of association.
• Sets the agenda and the efficient conduct of BoD meetings by encouraging open dialogue and the contribution of
Directors.
• Ensures the provision of timely and correct information to and support of Directors by the management executives.
• Facilitates the effective participation of executive and non-executive Directors in the Board’s work, and ensures
constructive relationships between executive and non-executive Directors.
• Ensures effective communication with all shareholders, with a view to the fair and equitable treatment of all
shareholders’ interests.
• Facilitates dialogue with other stakeholders.
• Ensures the evaluation of the BoD and its Committees.
In addition to the above responsibilities related to the operation of the BoD and insofar as he maintains executive status, the
Chairperson shall also exercise the executive powers granted to him/her by the relevant authorizations of the BoD, in order to
participate in all decisions that materially affect the course of the Company.
7.1.3.
Vice Chairperson of the BoD
The BoD elects the Vice Chairperson among its independent non-executive Directors. The Vice Chairperson of the BoD shall have
the following responsibilities:
• Acts as a substitute for the Chairperson in the performance of his/her duties, as stipulated by the Company’s Articles of
Association, policy, and applicable law.
• Lead the evaluation of the Chairperson by the BoD, represents independent non-executive Directors in the BoD and
effectively coordinates their action within the BoD as well as their communication with the Chairperson and the
Management.
• Arranges for the submission of annual reports and reports of independent Directors to the Company's ordinary General
25
Meeting.
• To the extent necessary, participates in meetings or other communications with shareholders of the Company on issues
related to the Company’s governance.
Furthermore, pursuant to the resolution of the Board of Directors dated 29/03/2023, and in the event that the roles of Chairperson
of the Board of Directors and Chief Executive Officer are held by the same person, the Vice‑Chairperson of the Board may
additionally exercise non‑executive responsibilities of the Chairperson, mainly related to the organisation and conduct of the
Board’s meetings.
7.1.4.
Operation of the Board of Directors
The operation of the Board of Directors is described in detail in its Operating Regulation, a summary of which is posted on the
Company’s website at https://motodynamics.gr/en/corporate-governance/. The Regulation includes information about the Board
of Directors, such as indicatively its election, its members, the determination of independence of candidate or serving members, its
term of office, its constitution into body, its responsibilities, the duties and conduct of its members, its committees, its meetings,
quorum and decision‑making, the support of its operation, and its meeting minutes.
7.1.5.
Fit and Proper Policy for directors
Η Fit and Proper Policy applies to the members of the Company’s Board of Directors, in accordance with article 3 of Law 4706/2020.
The Company’s Governance, Nomination and Sustainability Committee sets the selection criteria in implementation of the above
Fit and Proper Policy, so that the qualifications, knowledge and experience of the candidates complement those of the other existing
members of the Board of Directors. Candidate members are selected according to their level of education and social standing and
are drawn from among successful executives in the business, academic and broader social sphere, with domestic and international
experience in their respective fields of activity and expertise. Candidate members must also be distinguished by integrity, honesty,
sound judgment, dedication and a willingness to examine the matters discussed by the Board of Directors with objectivity and
impartiality. In selecting, renewing the term of and replacing a director, consideration shall be given to the assessment of the
individual and collective suitability for the Board, as well as to the candidate's understanding of the Company's culture, values and
overall strategy.
The individual suitability of the members of the Board of Directors is assessed based, among other things, on the adequacy of their
knowledge and skills, their guarantees of integrity and reputation, any potential conflict of interest, the sufficiency and availability
of their time commitment, and the independence of their judgment. These criteria shall apply, subject to any more specific
provisions, to all Directors, irrespective of their capacity as executive, non-executive or independent non-executive Directors.
The Fit and Proper Policy is posted on the Company’s website at the following address:
https://motodynamics.gr/en/corporate-governance/
Diversity criteria pursuant to article 152 paragraph 1 case f of Law 4548/2018
The Company applies a diversity policy through the gathering of a broad range of qualifications and skills in the selection of Board
members, ensuring a variety of views and experiences with the aim of making sound decisions.
The Fit and Proper Policy includes the key diversity criteria applied by the Company in the selection of Board members, which
constitute essential priorities (diversity objectives) of the Company, including at a minimum:
a) adequate representation per gender (at least twenty-five percent (25%) of all BoD members);
b) ensuring equal treatment and opportunities for all potential directors, irrespective of gender, race, colour, national, ethnic or
social origin, religion or belief, property, birth, marital status, disability, age or sexual orientation.
7.1.6.
Board of Directors’ remuneration
Regarding the remuneration of the Board of Directors, the Company has established a remuneration policy, in application of articles
109 et seq. of Law 4548/2018, and specifically in compliance with articles 110, 111 and 112 of Law 4548/2018 (the “Remuneration
Policy”), as approved and/or amended by the Company’s General Meeting.
The purpose of the Remuneration Policy is to establish rules for attracting executives who possess the appropriate qualifications
for the more effective management of the Company and for sound corporate governance, to ensure that the remuneration of the
Board members is sufficient for their retention and proportionate to their responsibilities, to promote meritocracy, to align the
objectives and incentives of the Board members with those of the shareholders, and to create incentives for achieving stable and
long‑term performance by the participating Board members.
According to the provisions of the law, a remuneration report is prepared annually and approved by the Board of Directors, which
contains a comprehensive overview of all remuneration governed by the Remuneration Policy for the last fiscal year and is
submitted for discussion to the Annual General Meeting. At the Annual General Meeting of shareholders in 2025, the Remuneration
Report of the members of the Board of Directors for the remuneration paid during the 2024 fiscal year will be submitted, in
accordance with article 112 of Law 4548/2018 and the Remuneration Policy.
The Remuneration Policy as well as the annual Remuneration Reports are available, in accordance with the law, on the Company’s
website at www.motodynamics.gr.
7.1.7.
Reference to the external professional commitments of the Directors (including their professional obligations
26
as non‑executive members in other companies, as well as in non‑profit organizations).
Director
Position/Capacity
Legal Entity
Paris Kyriakopoulos
Director & Strategy Committee
Imerys S.A. (France)
Vice Chairperson of the BoD
ORIMYL S.A.
BoD Chairperson
AVGI PROPERTIES S.A.
Executive director
PROPERTY COMPANY ΤWO
Vice Chairperson of the BoD
AKROTIRIO TRACHILAS TRIA S.A.
BoD Chairperson
OMIROU CAPITAL PARTNERS S.A.
Board Chairperson
Blue Crest S.A.
Board Chairperson
Yellow Crest S.A.
Director
ALBA Association
Director
Milos Conference Centre - Georgios
Iliopoulos
Director
Junior Achievements Greece
BoD Chairperson
Union of Camp Rowers
Kriton Leonidas Anavlavis
General partner & Manager
ALPHASIGMA G.P.
Theodoros Akiskalos
Independent non-executive director
Auto Scout24 Gmbh (Speedster
HoldCo1)
Shareholder and director
Maritime Plaza Service LLP
Lefkothea Varagi
Vice Chairperson & CEO
TECHNOSFERA S.A.
Chairperson & CEO
NEEMA S.A.
Alexandros Diogenous
Chairperson of the Board of Directors,
Chief Executive Officer, 50%
Shareholder
P.M. TSERIOTIS LIMITED
BoD Chairperson
PYLONES HELLAS S.A.
BoDChairperson
UNILEVER PMT LIMITED
BoD Chairperson
UNILEVER TSERIOTIS CYPRUS
LIMITED
Director
TRYFON TSERIOTIS LIMITED
BoD Chairperson
OMNITOUCH CYPRUS LIMITED
BoD Chairperson
UNICARS LIMITED
Director
UNIWHEELS CAR RENTAL LIMITED
Director
SIXTHRONE CASE LIMITED
Director
UNICARS EMPORIKI LIMITED
Director
DIMITRIS NEARCHOU GARAGE
LIMITED
Director
OUMETHESPISEN LIMITED
Director
REVYTHADA LIMITED
BoD Chairperson, 100% Shareholder
EVESTOR HOLDINGS LIMITED
Chief Executive Officer
MELLON (CYPRUS) LIMITED
BoD Chairperson
PYLON ART & CULTURE
Konstantinos
Mitropoulos
Independent non-executive director
PLAISIO S.A.
Independent non-executive director
ELTRAK S.A.
27
Director
Foundation for Economic &
Industrial Research (IOBE)
Independent non-executive director
Cyprus Development Bank Limited
Independent non-executive director
HELENiQ ENERGY HOLDINGS S.A.
Eirini Bardani
Chairperson & General Manager
Hellenic Institute for Occupational
Health and Safety (HIOHS)
Director
“THEOTOKOS” Institution
Nikolaos Pagiaslis
BoD Chairperson
AKROTIRIO TRACHILAS TRIA S.A.
BoD Chairperson
PROPERTY COMPANY ΤWO S.A.
Chief Executive Officer
PROPERTY COMPANY ONE S.A.
Director
ORIMYL S.A.
Director
OMIROU HOTEL ASSOCIATES SPV 1
S.M.S,A.
Director
OMIROU HOTEL ASSOCIATES SPV 2
S.M.S,A.
Director
OMIROU HOTEL ASSOCIATES SPV 3
S.M.S,A.
Director
OMIROU HOTEL ASSOCIATES SPV 4
S.M.S,A.
Partner
AKAMAI CONSULTING SERVICES
ΙΚΕ
Director
MYRINA CAPITAL PARTNERS S.A.
Eleni Vrettou
Chief Executive Officer
CREDIABANK
BoD Chairperson
CREDIA BANCASSURANCE
Independent non-executive director
STARBULK CARRIERS
Amalia Mofori
Executive Director
Eurolife FFH Life Insurance SA
Executive Director
Eurolife FFH Life Insurance SA
Non-executive director
Eurolife FFH Asigurari de Viata SA
Non-executive director
Eurolife FFH Asigurari Generale
SA
General partner holding 75%
A Mofori & Co. G.P.
Stefanos Theodoridis
Co‑owner holding 50%
FOS HOLDINGS SA
Owner holding 100%
FOS CAPITAL IKE
Co‑owner holding 30%
ALAS TOURISTIKI IKE
Co‑owner holding 70%
KEFALARI KTIMATIKI SA
UBO
BOTROM SERVICES LTD
BoD Vice Chairperson
GIOCHI PREZIOSI SA
Director
IOBE
Non-executive Board Chairperson
HCAP
Director
Hellenic Wineries
Sotirios Chatzikos
General partner
3rd Line G.P.
7.2.
BoD Committees
7.2.1.
Audit Committee
The Company has an Audit Committee, which consists of three (3) members elected by the Board of Directors. It is an independent
committee from any corporate body of the Company, and its members include the Chair of the Committee, who is an independent
non‑executive Director, one independent non‑executive Director, and one non‑executive Director.
All members of the Audit Committee collectively possess demonstrably adequate knowledge of the sector in which the Group
operates, and at least one member has demonstrably adequate knowledge in accounting and auditing. The evaluation of the
28
candidates for the Audit Committee is carried out by the Board of Directors.
For the duties and responsibilities of the Audit Committee, see section 4 above.
The members of the Audit Committee meet at regular intervals, as well as on an ad hoc basis when required. The Chairperson of the
Committee informs the Board of Directors about significant matters, attends the Ordinary General Meeting, and responds to
questions concerning the Committee’s work. The Audit Committee uses any resources it deems appropriate for the fulfilment of its
purpose, including services from external advisors.
The composition of the Audit Committee for the 01/01/2025–11/06/2025 period was (and remains to this day) as follows:
1.
Konstantinos Mitropoulos, independent non-executive director, Chairperson of the Audit Committee
2.
Amalia Mofori, independent non-executive director, Member of the Audit Committee
3.
Nikolaos Pagiaslis, non-executive director, Member of the Audit Committee.
The above members of the Audit Committee were elected by the Board of Directors’ decision dated 23/05/2024, following the
Ordinary General Meeting of 23/05/2024, which resolved that the Audit Committee shall be a committee of the Board of Directors
consisting of three (3) members of the Board of Directors in total, all non‑executive members, of whom at least two (2) shall also be
independent.
The term of office of the above members of the Audit Committee coincides with the term of the current Board of Directors, namely
it expires on 23/05/2027, and may be automatically extended until the end of the deadline within which the immediately following
Ordinary General Meeting must convene.
For the fiscal year 2025, the Audit Committee met seven (7) times. The participation rate of the members amounted to 100%, with
the exception of Ms Amalia Mofori, who was absent from one meeting, and therefore her participation rate stands at 85.71%. It is
noted that the said meeting did not concern the approval of financial statements.
The Audit Committee met during 2025 on the following matters/themes:
• Meeting dated 05/02/2025
(1) Evaluation of the performance of the Internal Auditor for the year 2024. (2) Evaluation of the target‑setting of the Internal
Audit Unit for the year 2024. (3) Approval of the target‑setting of the Internal Audit Unit for the year 2025.
(4) Approval of the Internal Audit Unit’s audit programme for the year 2025. (5) Approval of the schedule of regular meetings
of the Audit Committee for the year 2025. (6) Review of the Internal Audit Unit’s annual report for the year 2024. (7) Review
of the Company’s updated risk register and of the annual report of the Risk Management Unit for the year 2024.
• Meeting dated 28/04/2025
(1) Review of the accuracy, completeness and correctness of the Company’s and the “MOTODYNAMICS S.A.” Group’s
(consolidated) Annual Financial Statements for the period from 1 January to 31 December 2024, prepared in accordance
with the International Financial Reporting Standards (IFRS). (2) Review of the completeness of the Company’s Corporate
Governance Statement for the fiscal year 2024. (3) Review and evaluation of Internal Audit Unit report no. 1003/28.04.2025
regarding the audit of retail sales of new PORSCHE cars for 2024. (4) Initiation of the process for submitting offers for the
appointment of the Evaluator of the Internal Audit System (IAS) for the 01/01/2023 – 31/12/2025 period. (5) Amendment of
the Company’s Operating Regulation. (6) Update on the progress of the work of the Risk Management Officer. Submission
of the Risk Management Unit’s annual report for the year 2024. (7) Submission of the Compliance Unit’s periodic report on
the progress of implementation of the 2025 action plan. Review of the Compliance Unit’s reports dated 28/04/2025
regarding the Company’s implementation of (a) the Anti‑Corruption and Anti‑Bribery Policy and (b) the Related Parties
Transactions Policy & Procedure.
(8) Approval and adoption of the Follow‑up Policy and Procedure.
• Meeting dated 12/05/2025
Preparation of the Audit Committee’s Activity Report for the year 2024.
• Meeting dated 18/06/2025
(1) Review and evaluation of Internal Audit Unit report no. 1004/18/06/2025 regarding the monitoring of the regulatory
framework, risks, control safeguards, required responsibilities, and the oversight of the Health & Safety system within the
Motodynamics Group. (2) Appointment of the Evaluator of the Internal Audit System (IAS) for the 01/01/2023 - 31/12/2025
period. (3) Update from the Internal Auditor on follow‑up matters. (4) Approval of KPMG’s fee for the Agreed‑Upon
Procedures engagement.
Regarding item 4, the Audit Committee (and subsequently the Board of Directors at its meeting of 30/07/2025) approved a
total fee of €7.650 for the work performed by the audit firm KPMG in calculating financial ratios of the Group’s companies,
in compliance with the corresponding obligation arising from a loan agreement. An amount of €1.550 out of the total €7.650
concerned the calculation of the relevant ratios for the Company. The Company determined that this work does not affect
KPMG’s objectivity as statutory auditor, because it was limited to processing data provided by Management, intended
solely for the bank’s information, and does not form part of the statutory audit. The assignment of this service to KPMG was
made for reasons of speed and efficiency, as the firm already possesses in‑depth knowledge of the Company’s and the
Group’s financial structure due to its audit work.
29
• Meeting dated 25/07/2025
(1) Review of the accuracy, completeness, and correctness of the Group “MOTODYNAMICS S.A.” Interim Financial
Statements for the period from 1 January 2025 to 30 June 2025, in accordance with the International Financial Reporting
Standards (IFRS). (2) Review and evaluation of Internal Audit Unit report no. 1005/25.07.2025 regarding the assessment of
the system/internal control safeguards applied by the subsidiary company “Motodirect S.M.S.A.” (3) Submission of the
Risk Manager’s activity report for the first half of 2025 and the action plan for the second half of the year. (4) Review of the
Compliance Unit’s report dated 22/07/2025 regarding the Company’s compliance with its contractual obligations arising
from the distribution agreements with PORSCHE and YAMAHA. (5) Update from the Internal Auditor on follow‑up matters.
(6) Other items. Amendment of the Audit Committee’s Operating Regulation and submission of a recommendation to the
Board of Directors for its approval.
• Meeting dated 15/10/2025
(1) Financial update (2) Update on the progress of the work relating to the evaluation of the Internal Audit System (3) Update
from the Internal Auditor on follow‑up matters (4) Update on the progress of cybersecurity audits (5) Assignment to a
third‑party company of the penetration test within the framework of the Cybersecurity Audit (6) Review of the reports
concerning the Internal Audit Unit’s Strategy (Internal Audit Strategy Document) and the Internal Audit Unit’s
Self‑Assessment (Internal Audit Self‑Assessment) (7) Update on the progress of the work of the Compliance Officer (8)
Update on the progress of the work of the Risk Management Officer.
• Meeting dated 02/12/2025
(1) Financial update. (2) Review and evaluation of the Internal Audit Unit’s report concerning the Group’s property lease
agreements and their insurance coverage. (3) Review and evaluation of the Internal Audit Unit’s report regarding the
YAMAHA division’s consignment stock. (4) Update on the progress made by Management in resolving the findings of
previous Internal Audit Unit reviews. (5) Update on the progress of the Cybersecurity Audit. (6) Update on the progress of
the work of the Risk Management Officer. (7) Update on the progress of the work of the Compliance Officer. (8) Update
from KPMG regarding the progress of the statutory audit of the Company’s and the Group’s financial statements for the
2025 fiscal year. (9) Review and approval of the Internal Audit Unit’s audit plan for the year 2026. (10) Approval of the
Internal Audit Unit’s Training Budget for the 2026 fiscal year. (11) Submission of the Internal Audit Unit’s annual report for
the year 2025. (12) Schedule of regular meetings of the Audit Committee for the year 2026.
Η λειτουργία της Επιτροπής Ελέγχου περιγράφεται αναλυτικά στον Κανονισμό Λειτουργίας της, ο οποίος εγκρίνεται από το Board of
Directors της Εταιρίας και αναρτάται στον ιστότοπο της Εταιρίας (https://motodynamics.gr/en/corporate-governance/).
7.2.2.
Governance, Nominations and Sustainability Committee (formerly the Nominations and Corporate Governance
Committee)
The purpose of the Governance, Nominations and Sustainability Committee is (a) to propose to the Board of Directors individuals fit
and proper to serve as Directors and to assess the suitability of the existing Directors on the basis of the Company’s Fit and Proper
Policy, (b) to support the Chairperson of the Board in the induction and ongoing training of Directors regarding the fulfilment of their
duties, and (c) to support the Board in designing and monitoring the implementation of the Company’s key corporate governance and
sustainability principles and policies.
The Committee consists of at least three (3) non-executive Directors, the majority of whom, including the Chairperson of the
Committee, shall be independent. The Committee meets following an invitation by the Chairperson at least once a year or more
frequently, at the Chairperson’s discretion, or upon the proposal of one of its members – at a minimum before the publication of the
annual financial report, the General Meeting for the election of new Directors and, where required, for the update of the Fit and Proper
Policy.
The composition of the Governance, Nominations and Sustainability Committee (formerly the Nominations and Corporate
Governance Committee) for the 01/01/2025–11/06/2025 period was as follows:
1.
Alexandros Diogenous, Chairperson of the Committee.
2.
Eleni Vrettou, Member of the Committee.
3.
Stefanos Theodoridis, Member of the Committee.
The composition of the Governance, Nominations and Sustainability Committee for the 12/06/2025–31/12/2025 period was (and
remains to this day) as follows:
1.
Stefanos Theodoridis, Chairperson of the Committee.
2.
Eleni Vrettou, Member of the Committee.
3.
Alexandros Diogenous, Member of the Committee.
30
The members of the Governance, Nominations and Sustainability Committee for the 01/01/2025–11/06/2025 period had been
elected by the Board of Directors’ resolution dated 23/05/2024, and for the 12/06/2025–31/12/2025 period by the Board of Directors’
resolution dated 12/06/2025.
The term of office of the members of the Governance, Nominations and Sustainability Committee coincides with the term of the
current Board of Directors, namely it expires on 23/05/2027, and may be automatically extended until the end of the deadline within
which the next Ordinary General Meeting must be convened.
For the 2025 fiscal year, the Governance, Nominations and Sustainability Committee met five (5) times, with a 100% attendance
rate by its members, on the following matters/themes:
• Meeting dated 16/04/2025
Item 1: Annual evaluation of the Board of Directors and Board Committees
Item 2: Annual evaluation of the independence of the Directors
Item 3: Annual evaluation of the Chairperson of the Board of Directors
Item 4: Determination of the absence of fault in relation to loss‑making transactions, pursuant to article 3 of Law
4706/2020.
Item 5: Evaluation of the Compliance Declarations submitted by the third parties to whom powers of the Board of Directors
have been delegated, in accordance with the Policy and Procedure on Conflicts of Interest.
Item 6: Reassessment of the Fit and Proper Policy in view of the upcoming Ordinary General Meeting.
• Meeting dated 15/05/2025
Item 1: Submission of a proposal to the Board of Directors for the submission of a recommendation to the Ordinary General
Meeting of Shareholders for the year 2025 regarding the appointment of Ms Eleni Vrettou, non‑executive Director, as an
independent non‑executive Director, in accordance with article 5§2 of Law 4706/2020.
Item 2: Submission of a proposal to the Remuneration and Human Resources Committee regarding the remuneration of
Directors and Board Committees for the 2025 fiscal year.
• Meeting dated 12/06/2025 (10:00)
Submission of a recommendation to the Board of Directors concerning the loss by Mr Alexandros Diogenous of the status
of independent non‑executive Director.
• Meeting dated 12/06/2025 (18:00)
Reconstitution of the Hellenic Corporate
Governance Council. Appointment of Chairperson.
• Meeting dated 25/07/2025
Submission of a recommendation to the Board of Directors a) for the amendment of the Operating Regulation of the HCGC,
the Training Policy for Directors and Executives, and the Sustainability Policy, and b) for the renaming of the HCGC to the
Governance, Nominations and Sustainability Committee.
The operation of the Governance, Nominations and Sustainability Committee is described in detail in its Operating Regulation, which
is approved by the Board of Directors of the Company and posted on the Company’s website
(https://motodynamics.gr/en/corporate-governance/).
7.2.2.1.
Εvaluation of the BoD and its Committees
The Board of Directors evaluates annually its individual and collective suitability on the basis of the Company’s Fit and Proper Policy,
following a recommendation by the Governance, Nominations and Sustainability Committee (GNSC). The Company records the
results of the suitability assessment, and in particular any weaknesses identified between the expected and the actual individual
and collective suitability, as well as the measures to be taken to address the deficiencies identified. In addition to individual and
collective suitability, the Board of Directors, under the responsibility of its Chair and the Governance, Nominations and
Sustainability Committee, evaluates annually its own effectiveness and performance, as well as that of its Committees and of the
Directors individually. The evaluation process of the Board of Directors and its Committees is carried out through the distribution of
questionnaires/evaluation forms to the members and/or the conduct of interviews, where deemed appropriate. At least every three
years, this evaluation is facilitated by an external consultant, as was the case in 2024 (see the Corporate Governance Statement, as
included in the Annual Financial Report for the 2023 fiscal year). With the support of the GNSC, the Vice‑Chairperson evaluates
annually the Chairperson of the Board of Directors, and the Chairperson evaluates the Chief Executive Officer. The results of the
evaluation are then submitted to the Board of Directors for approval. It is noted that, pursuant to the Board of Directors’ resolution
dated 29/03/2023, for as long as the roles of BoD Chairperson and Chief Executive Officer are held by the same person, the above
evaluation of the Chief Executive Officer is carried out by the Vice‑Chairperson of the Board of Directors. The evaluation of the Chief
Executive Officer is conducted in accordance with the provisions of the Procedure for the Recruitment and Evaluation of Senior
Management Executives. The results of the evaluation of the Chief Executive Officer are communicated to the Chief Executive Officer
and are taken into account in determining his/her variable remuneration.
On 19/03/2026 the Board of Directors carried out the above annual evaluation, finding the following:
31
(a) Regarding the individual and collective suitability of the Board of Directors: Following the relevant recommendation of the GNSC
dated 12/03/2026, the Board of Directors found that the Directors, acting as a body, are able to take appropriate decisions taking
into account the Company’s strategy, business model and the markets in which it operates, and to carry out substantive monitoring
and critique of the decisions of the Company’s senior management; that they collectively cover the areas of knowledge required for
the Company’s business activities, namely the Trade/Specialised Retail sector; that they collectively possess the necessary skills
to express their views, while adequate gender representation and diversity are also ensured. Each Director meets the individual
suitability criteria set out in the Fit and Proper Policy, is fully aware of the responsibilities assigned to them, and performs their duties
adequately. Based also on the relevant recommendation of the GNSC dated 12/03/2026, the Board of Directors found that all
persons who served as independent non‑executive Directors of the Company from 1/1/2025 to date, namely Messrs. Anavlavis,
Akiskalos, Vrettou, Theodoridis, Mitropoulos, Mofori and Bardani, met and continue to meet the independence criteria set out in
Article 9 paragraphs 1 and 2 of Law 4706/2020.
(β) As regards the effectiveness and performance of the Board of Directors and its Committees: Following the relevant
recommendation of the Governance, Nominations and Sustainability Committee dated 12/03/2026, the Board of Directors found
that, based on the responses of the members to the Board Evaluation Form and the Board Committee Evaluation Form, the Directors
expressed overall satisfaction, which is in fact improved compared to 2024, across all individual evaluation points of the Board as a
body and of its Committees (e.g. composition, functioning, efficiency).
(c) Regarding the Chairperson and the Chief Executive Officer: Following a recommendation by the Vice‑Chairperson with the
support of the GNSC, the Board of Directors found that the BoD Chairperson and the Chief Executive Officer adequately and
effectively fulfil their duties, as specified in the Company’s Operating Regulation, contributing decisively to its functioning and
governance.
7.2.3.
Remuneration and Human Resources Committee
The Remuneration and Human Resources Committee arranges for the design and monitoring of the Remuneration Policy and the
Remuneration Report for the Directors, as well as for the submission of proposals to the Board of Directors (hereinafter referred to
as the “Board of Directors” or “BoD”) regarding the broader remuneration and benefits policy and of the Company's individual HR
management and development systems, so as to ensure that the Company attracts and retains appropriate executives and that the
remuneration system is linked to the Company's corporate strategy, its objectives and their realization, with the ultimate goal of
creating long-term value to the Company.
The Remuneration and HR Committee shall consist of at least three non-executive members, the majority of whom, including the
Chairperson of the Committee, shall be independent. The Committee shall convene at the invitation of its Chairperson and shall
meet two (2) times per year and hold extraordinary sessions whenever deemed appropriate and necessary.
The composition of the Remuneration and Human Resources Committee for the 01/01/2025 - 31/12/2025 period was (and remains
to this day) as follows:
1.
Kriton Leonidas Anavlavis, Chairperson of the Remuneration and Human Resources Committee.
2.
Lefkothea Varangi, Member of the Remuneration and Human Resources Committee.
3.
Irini Bardani, Member of the Remuneration and Human Resources Committee.
Τhe above members of the Remuneration and Human Resources Committee were elected by virtue of the BoD resolution dated
23/05/2024.
The term of office of the above members of the Remuneration and Human Resources Committee coincides with the term of the
current Board of Directors, namely it expires on 23/05/2027, and may be automatically extended until the expiry of the deadline
within which the next Ordinary General Meeting must be convened.
For the fiscal year 2025, the Remuneration and Human Resources Committee convened four (4) times with a 100% participation
rate of its members, regarding the following matters/themes:
• Meeting dated 26/03/2025
Item 1: Review of Group organisational changes.
Item 2: Evaluation of senior management and the Chief Executive Officer for the year 2024 and approval of their annual
bonus.
Item 3: Preview of the degree of achievement of the targets of the Free Allocation of Own Shares Plan dated 09/10/2024 for
the fiscal year 2024.
• Meeting dated 16/05/2025
Item 1: Submission of a proposal to the Board of Directors for the submission of a recommendation to the Ordinary General
Meeting of Shareholders for the year 2025 regarding the allocation of up to 118,183 treasury shares acquired or to be
acquired by the Company to its executives and to the executives of its subsidiaries, as remuneration (bonus), with the aim
of rewarding their efforts and their contribution to the achievement of the objectives of the Company and its subsidiaries
during the year 2024, in accordance with the provisions of article 114 of law 4548/2018.
Item 2: Submission of a recommendation to the Board of Directors for determining the Exact Number of Shares to which
the Beneficiaries of the Free Allocation of Treasury Shares Plan approved by the Board of Directors by its 09/10/2024 BoD
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resolution (“Plan for the fiscal year 2024”) are entitled.
Item 3: Submission of a proposal to the Board of Directors for the submission of a recommendation to the Ordinary General
Meeting of Shareholders for the year 2025 regarding the approval of the Company’s Board of Directors’ Remuneration
Report for the year 2024.
Item 4: Submission of a proposal to the Board of Directors for the submission of a recommendation to the Ordinary General
Meeting of Shareholders for the year 2025 regarding the remuneration of the members of the Board of Directors and its
Committees for the year 2025.
Item 5: Presentation of the new organisational chart of the subsidiary company “LION RENTAL S.M.S.A.”
Item 6: Submission of a recommendation to the Company’s Board of Directors for the adoption of a free allocation of
treasury shares plan in the context of implementing the relevant resolutions of the Company’s Ordinary General Meetings
of Shareholders dated 12/06/2023 and 23/05/2024 and in accordance with the provisions of article 114 of law 4548/2018,
with the aim of rewarding the Company’s executives and the executives of its subsidiaries for their efforts and contribution
to the achievement of the Group’s objectives during the year 2025 and of providing incentives for the retention of these
executives (“Plan for the fiscal year 2025”).
• Meeting dated 25/07/2025
Item 1: Submission of a recommendation to the Board of Directors for the implementation of the resolution of the Ordinary
General Meeting dated 12/06/2025 regarding the allocation of up to 118,183 treasury shares to the executives of the
Company and its subsidiaries, as remuneration (bonus), with the aim of rewarding their efforts and their contribution to the
achievement of the objectives of the Company and its subsidiaries during the year 2024, in accordance with the provisions
of article 114 of law 4548/2018.
Item 2: Amendment of the Operating Regulation of the Remuneration and Human Resources Committee and submission of
a recommendation to the Board of Directors for its approval.
• Meeting dated 15/09/2025
Item 1: Review of organisational changes within the Human Resources department.
Item 2: Update on the operations of the Human Resources department.
Item 3: Presentation of Group organisational changes.
Item 4: Presentation of the Group’s employee demographic data.
Item 5: Presentation of the Group’s Operation People Review.
The operation of the Remuneration and Human Resources Committee is described in detail in its Operating Regulation, which is
approved by the Board of Directors of the Company and posted on the Company’s website (https://motodynamics.gr/en/corporate-
governance/).
7.2.4.
Internal Audit Unit
The main mission of the Internal Audit Unit is to help the Company achieve its objectives by adopting a systematic, professional
approach to the evaluation and improvement of the effectiveness of risk management procedures, the internal audit system and
corporate governance. The Internal Audit Unit strengthens and protects the Company’s value by providing objective and risk-based
assurance, advice and information.
The Internal Audit Unit constitutes an independent organisational unit within the Company, headed by its chief. The head of the
unit, Mr Theodoros Sgouros, has been appointed by the Company’s BoD, recommendation by the Audit Committee. He is a full-
time employee with an exclusive employment contract, personally and functionally independent and objective in the performance
of his/her duties and shall have appropriate knowledge and relevant professional experience.
The curriculum vitae of the head of the Internal Audit Unit is set out below (see section 8 of the Statement).
He reports administratively to the Chief Executive Officer and functionally to the Audit Committee and, through it, to the Board of
Directors.
The Internal Audit Unit shall have access to all organizational units (Branches/Divisions) and shall be informed on any issue
required for the performance of its duties.
7.2.5.
Senior Management Recruitment and Assessment Procedure
With the aim of attracting and retaining competent executives and evaluating their performance, the Company has established and
implements a Senior Management Recruitment and Assessment procedure.
The Company's Management shall constantly monitor the existing senior management resources and shall assess its members
(skills/ knowledge/experience), in relation to the Company's long-term strategy and objectives.
The process describes the steps for identifying the need to fill a senior management position by the Chief Executive Officer (or, in
the case of the Chief Executive Officer’s position, by the Governance, Nomination and Sustainability Committee and/or the Board
of Directors) and for approving the position profile by the Chief Executive Officer and the Chairperson of the Board of Directors, or
33
by the Governance, Nomination and Sustainability Committee in the case of the Chief Executive Officer’s position. An assessment
is made of the possibility of filling the position through internal succession or externally from market executives, and a corresponding
evaluation of the candidates is carried out. In any case, the required interview sessions shall be carried out, and appropriate
assessment tools shall be used where appropriate. The final selection of the senior executive is made and approved by the Chief
Executive Officer, taking into account the opinion of the Remuneration and Human Resources Committee, while for the process of
filling the position of Chief Executive Officer, responsibility lies with the Nomination and Corporate Governance Committee, which,
seeking the assistance of the Human Resources Division where deemed necessary, submits its proposals to the Board of Directors.
The process further provides for a performance evaluation system: As part of the evaluation results, a discussion is held regarding
the executive’s development plan for the successful fulfilment of their role. The outcome of the evaluation is determined by the Chief
Executive Officer and/or the Chairperson of the Board of Directors, as appropriate (in the case of the Chief Executive Officer), with
the support of the Human Resources Division. The result is based on the assessment scale applied by the Company, while it is
recorded and communicated to the executive concerned and is kept by the Human Resources Division. Based on the above result,
the executive receives annual variable remuneration (bonus), proportionate to the payroll category to which they belong, in
accordance with the remuneration framework as determined by the Company. Within the scope of its responsibilities, the
Remuneration and Human Resources Committee submits relevant recommendations to the Board of Directors.
7.2.6.
Disclosure procedure for transactions of persons discharging managerial responsibilities
Pursuant to Regulation (EU) No 596/2014 on the obligation to disclose transactions and the instructions of the Hellenic Capital
Market Commission, the Company has drawn up and implements a Notification Procedure for transactions between persons
discharging managerial duties and persons closely related to them.
The procedure describes the relevant institutional framework and the persons subject to the relevant obligation as defined by the
framework in relation to the notification of transactions to the Company and the Hellenic Capital Market Commission, the
prohibition of trades during closed periods and finally the obligation to inform the Company about the persons with whom they have
close links and to inform these persons in writing about their respective obligations. It also describes the procedure followed for the
approval by the Company of transactions during a closed period on a case-by-case basis and the corresponding disclosure
obligations of the Company to the Stock Exchange and the Hellenic Capital Market Commission.
7.2.7.
Disclosure of Dependency Relationships
Within the framework set out in Article 9 of Law 4706/2020 on the criteria that a Director must fulfil in order to be considered
independent, the Company applies a Notification Procedure for Independent Non-Executive Directors in order to:
• specify the independence criteria laid down in the applicable legislation, where necessary;
• determine the information that will be collected from each independent non‑executive Director, for the purpose of
verifying compliance with the independence criteria in accordance with the applicable legislation;
• determine the persons responsible for implementing the Procedure;
• describe the manner in which its results are communicated within the Company’s Corporate Governance Statement as
part of the annual financial report.
The relevant procedure indicates individual independence criteria, the regularity of its implementation, the assessment procedure
and, finally, the actions to be taken in the event of non-compliance.
The BoD is responsible for the overall supervision of the procedure implementation, with the assistance of the Compliance,
Nominations and Sustainability Committee.
7.2.8.
Related Party Transactions
In order to comply with the relevant institutional and regulatory framework and to ensure that the Board of Directors is adequately
informed in relation to decisions it takes regarding transactions between related parties, the Company has drawn up and
implements a Related Party Transactions Policy and Procedure aimed at establishing the rules and processes that ensure
transparency and the effective oversight of the Company’s contracts or transactions with related parties.
The procedure describes the individual steps to identify related parties, keep a relevant record, identify, evaluate and approve
transactions with related parties, as well as the relevant public disclosure procedure.
7.2.9.
Conflict of Interest
The Company has established a Conflict of Interest Prevention and Management Policy and Procedure with the aim of providing
clear guidance on how conflicts of interest are defined, including potential conflict‑of‑interest situations, what the obligations of the
obliged persons are in relation to such situations, and what actions the Company has put in place for their management.
The Policy and Procedure includes specific provisions for the Directors and third parties to which Directors' powers have been
delegated.
7.2.10.
Compliance
34
The Company manages compliance issues by applying its policies and procedures, which in particular describe:
• rules on transactions with customers and suppliers;
• personal data protection and IT security matters;
• obligations to comply with the requirements of corporate governance law;
• the Company’s compliance with matters relating to the prevention of bribery and corruption and the
deterrence of money laundering activities
Existing policies and procedures describe and explain regulatory requirements as well as the mechanisms to ensure the Company's
compliance. Regulatory obligations and the required procedures and mechanisms are mapped during the conduct of the
compliance risk assessment, and any necessary amendments are identified at a minimum during the preparation of the annual
regulatory compliance action plan.
7.2.11.
Handling of Insider Information
The Company adopts and implements a Procedure for the Management of Inside Information and Proper Public Disclosure, which
sets out the appropriate mechanisms and methodologies for the effective and lawful handling of Insider Information and, in
particular, the obligations arising under Articles 7, 8, 10 and 14 of Regulation (EU) 596/2014, as well as the proper information of the
investing public and the related disclosure requirements.
The Procedure is binding on the Directors, the executive officers, the Company’s personnel, as well as any person who, due to their
relationship with the Company, has access to insider information. The Procedure describes individual actions to assess information
as inside information, the framework for disclosing or deferring public disclosure of inside information, the actions required where
it is necessary to refute information arising from third parties, the actions and mechanisms to ensure the confidentiality of
information, the procedure of preparing and updating insider lists and the actions to inform persons subject to the relevant obligation
on prohibitions and obligations applying to them.
7.2.12.
Director & Senior Management Training
The Company recognises the primary role of continuous learning and development in achieving its strategic goals. For this reason,
it supports its Directors and management executives in strengthening their knowledge, abilities and skills and implements a
relevant Director and Management Executive Training Policy.
-
Director Training
Regarding the Training of Directors, the Company provides relevant onboarding information to new Directors under the care of the
BoD Chairperson and the Governance, Nominations and Sustainability Committee. The onboarding information procedure consists
of a number of actions in order to update Directors as effectively as possible about the Company's environment, so that they can
respond to their new duties promptly and effectively.
Furthermore, the Company supports the continuous training of Directors through regular updates and presentations on issues
concerning the Company, as well as through the delivery of trainings on specific issues.
-
Senior Management Training
Every manager shall ensure the development of his/her Division staff and shall identify training needs. The Human Resources
Division shall arrange for inclusion in the annual HR budget of the relevant training costs according to the individual needs of
Divisions and the annual operational guidelines.
7.2.13.
Sustainable Development Policy
As part of its Sustainable Development strategy, the Group, with consistency and transparency, proceeded with the publication of
its third Sustainability Report, which was prepared in 2025 and concerns the fiscal year 2024. A significant recognition of these
efforts was the improvement of the Group’s score, in November 2025, in the ESG index of the Athens Stock Exchange (ATHEX ESG
Index), which confirms the Group’s commitment and progress in matters of environmental and social responsibility as well as
corporate governance.
Although the Group, under the applicable regulatory framework, is not subject to an obligation to measure and disclose
non‑financial information, it has voluntarily adopted a Sustainable Development Policy, recognizing the importance of integrating
ESG (Environmental, Social, Governance) principles into its business model.
The Group’s approach to sustainable development is based on five strategic pillars: Corporate Governance, Market, Human
35
Resources, Environment and Local Communities. Detailed information on the Sustainable Development Policy is provided on the
Group’s official website: https://motodynamics.gr/en/sustainable-growth/
The essential non‑financial matters related to the Group’s long‑term sustainability, as well as the performance and actions
implemented in this direction, are described in detail in the Sustainability Report. These matters relate to the areas of environmental
and climate‑change management, labour relations and health and safety, social contribution, as well as business ethics and
transparency.
The Group actively fosters dialogue with its stakeholders, recognizing the importance of their meaningful participation in addressing
sustainability matters. The relevant sections of the Report include detailed information on the stakeholder groups and the forms of
interaction they maintain with the Group.
The Board of Directors systematically monitors and guides the executive management on matters of innovation, technological
development, and environmental issues, all of which have been incorporated into the Group’s approved strategic plan.
The Group’s first Sustainability Report was prepared in 2023 and covered the fiscal year 2022. The second Sustainability Report was
prepared in 2024 and covered the fiscal year 2023. The third Sustainability Report was prepared in 2025 and covered the fiscal year
2024. All three Reports have been prepared in accordance with the Global Reporting Initiative (GRI) 2021 standards, as well as the
2024 ESG Disclosure Guide of the Athens Stock Exchange (ATHEX ESG Reporting Guide). The Group also takes into account the
United Nations Sustainable Development Goals (SDGs), reaffirming its commitment to the fundamental principles of sustainable
development.
8.
Curricula vitae of Directors and senior executive officers (art. 18 para. 3 of Law 4706/2020)
Paris Kyriakopoulos
He holds a B.A. degree with distinction (Cum Laude) in Philosophy, Politics and Economics (PPE) from the University of Pennsylvania
in Philadelphia, PA, USA, and an MBA with highest distinction (High Distinction) in Business Administration from Harvard Business
School in Cambridge, MA, USA. From 2005 to 2007, he served as a business consultant (Junior Associate) with the Boston Consulting
Group in Vienna, Austria. From 2010 to 2015, he served as General Manager of the FiberLean, Filtration & Performance Additives
Business Group of IMERYS S.A., based in Paris. From 2016 to 2020, he served as Chief Executive Officer of FiberLean Technologies
Ltd., based in St. Austell, Cornwall, UK. Το 2013 he was elected Director and in 2015 Executive Chairperson of the Board of Directors
of Motodynamics S.A. From 01.01.2023, he assumed the position of Chairperson of the Board of Directors and Chief Executive
Officer of Motodynamics S.A. In 2021, he was elected member of the Board of Directors and of the Strategy Committee of Imerys
S.A., a company listed on the French stock exchange. From 2013 to 2018, and again since 2022, he has been serving as a member
of the ALBA association’s board. Since 2021, he has been serving as a member of the Board of Directors of the Junior Achievement
Greece association. He has been a member of the YPO Aegean/Macedonia Chapter since 2018 and a member of its Board of
Directors since 2022.
Kriton Leonidas Anavlavis
He has worked for thirty years in various positions in the Shipbuilding and Mining industries. He joined the management team of S&B
Industrial Minerals in 1990 and, over the course of 25 years, assumed leadership positions in several sectors of the Group. He
concluded his professional career in 2015, holding the position of Chief Executive Officer of the S&B Industrial Minerals Group, a
role he held for four years. Since then, his investment interests have focused on disruptive technologies, while he also mentors
business executives to successfully address their challenges. He holds BSc/MSc degrees in Naval Architecture and Marine
Engineering and a Μaster’s in Βusiness Αdministration (MBA) from INSEAD. He has been serving as an independent non‑executive
Director of Motodynamics S.A. since 2020 and as Vice‑Chairperson of the Board of Directors since 24/06/2021.
Sotirios Chatzikos
He held the position of Chief Executive Officer of Motodynamics S.A. from January 2008 until December 2022. Since January 2023,
he has been a non‑executive member of the Board of Directors. From March 2021 until March 2022, he served as Chairperson of the
Board of Directors of the newly established Motorcycle Importers Association. From 2017 to 2020, he served as Chairperson of the
governing committee of the Two‑Wheel Sector of the Association of Motor Vehicle Importers and Representatives (AMVIR). From
1994 to 2007, he worked at the S&B Industrial Minerals Group (formerly Silver‑Lead Ores & Barytes S.A.), where in the later years he
held the position of Group Chief Financial Officer. He has previously worked in England for the multinational industrial gases group
AIR PRODUCTS PLC as Manager, European Treasury Operations. He has taught for several years at the Athens Laboratory of
Business Administration (ALBA) the course “Mergers & Acquisitions” in the Professional MBA programme. He graduated from the
Aristotle University of Thessaloniki with distinction in Economics and Business Administration. He holds a Masters’ in Business
Administration (MBA) from the Manchester Business School.
Theodoros Akiskalos
He works for Hellman & Friedman, a private equity company. From 2010 to 2019 he worked for the multinational brewer Carlsberg,
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where he served as CEO in Sweden (2016-2019), Hong Kong, Taiwan and Macao (2014-2016) and was previously responsible for the
Group’s Strategic Planning, based in Denmark. From 2004 to 2010 he worked at McKinsey & Company, based in Boston, where for
the last 2 years he served as an Associate Principal with an emphasis on consumer products and Private Equity. He also worked as
a mechanical engineer at General Electric Aircraft Engines and Power Systems in the USA. He holds Bachelor's and Master's
degrees, Department of Mechanical Engineering, University of Georgia Tech and MIT respectively. He holds an Executive MBA
degree, INSEAD. In addition to the Board of Directors of Motodynamics, he is a Board member of Autoscout24, the largest European
online car ad website. He has been an independent non‑executive Director of Motodynamics S.A. since 2018.
Lefkothea Varagi
She studied agricultural economics in the UK. She worked at VARANGIS SA in the retail sales division and was responsible for
After‑Sales Service. For a period of two years, she was a Director of the Company. She moved into the ready‑made clothing sector in
1985, founding Endymatopoiitiki S.A. A company that designed, manufactured, and retailed the THE BOSTONIANS brand. With the
nationwide distribution of the THE BOSTONIANS brand being undertaken by SPORTSMAN — where he also served as a member of the
Board of Directors — he remained in the retail sales division, also overseeing other brands of the company. She continued at NOTOS
COM HOLDINGS, developing the network of stores for the branded collections represented by the Group in Romania, Skopje and
Kosovo. In parallel, she was responsible for stores in Greece, mainly those operating within shopping malls. Today, she is working on
the creation of branded quality agricultural products and their distribution network. She has been a Director of Motodynamics S.A.
since 2012.
Alexandros Diogenous
Graduate of Cambridge University (M.A. Engineering & Management) and London Business School (M.Sc. in Finance). From 1997 to
1999, he worked as an analyst at Alpha Finance, dealing with corporate finance, company listings and acquisitions/mergers. In 1999
he returned to Cyprus to join his family business, P.M. Tseriotis Group. The Group's companies employ approximately 500 people in
three areas of activity: Automotive (Unicars Ltd, Uniwheels Car Rental Ltd), FMCG consumer products (Tryfon Tseriotis Ltd, Unilever
PMT Ltd, Unilever Tseriotis Cyprus Ltd), Information Technology & Telecommunications (Pylones Hellas S.A., Mellon Cyprus Ltd,
Omnitouch Ltd). He was initially involved in the Group’s strategy and business development, as well as in the development of the IT
& Telecommunications division. In 2002 he was appointed CEO of Unicars Ltd and remained in this position until 2017. Since then,
he has undertaken the management of the group as Chairperson and Chief Executive Officer the parent company P.M. Tseriotis Ltd.
In his career he has served as President of the Association of Importers of Motor Vehicles, as well as a Board member in a number
of listed companies in Cyprus, in charities and at the Cyprus University of Technology. He has been a non‑executive Director of
Motodynamics S.A. since 2021.
Konstantinos Mitropoulos
He is a business consultant with extensive experience in the financial sector, energy and industry. He is a member of the Boards of
Directors of HELLENIQ ENERGY Holdings S.A., MOTODYNAMICS S.A., PLAISIO S.A., ELTRAK S.A., Cyprus Development Bank Ltd and
the Foundation for Economic and Industrial Research (IOBE). He served as Chairperson of the Board of Directors of Attica Bank,
Executive Advisor of PwC in Greece, and Chief Executive Officer of PQH S.A. He was the first Chief Executive Officer of the Hellenic
Republic Asset Development Fund (HRADF), Executive Chairperson of Eurobank Equities S.A., and founder and Executive
Chairperson of KANTOR Management Consultants S.A. He began his career as a business consultant at Coopers & Lybrand in the
UK. He has served as a member of the Boards of Directors of the Hellenic Bank Association, the Hellenic Exchanges Group, and
numerous companies in Greece and abroad. He was for many years a member of the Global Advisory Council of the London
Business School. Kostas Mitropoulos is an electrical and mechanical engineer from the National Technical University of Athens,
with postgraduate studies in business administration and economics, holding an MSc from Imperial College and a PhD from the
London Business School. He has published articles in scientific journals on energy and strategy, as well as in professional magazines
and newspapers. He is the author of the book “Privatisations in Greece: the end of a road?”. He has been an independent
non‑executive Director of Motodynamics S.A. since 2021.
Eirini Bardani
Chairperson of the Board of Directors of the Hellenic Institute for Occupational Health and Safety (ELINYAE), the body established
by social partners (SEV, GSEE, GSEVEE, ESEE, SVE) on health and safety issues. For a number of years, she has been an HR executive
in various companies. Head of Labour Relations and Social Policy, as well as Director of the Human Resources Department of the
Hellenic Federation of Enterprises (SEV) for 15 years. She was a member of the Governing Board of the European Foundation for the
Improvement of Living Conditions (EUROFOUND), the European Centre for the Development of Vocational Training (CEDEFOP), the
Manpower Employment Organisation (OAED), the Workers' Housing Organisation, the Mediation and Arbitration Organisation
(OMED) and the Greek Network for Corporate Social Responsibility (CSR Hellas). For a number of years, she was a representative of
the Greek employers' group in the work of international organisations (ILO-IOE), as well as various committees in Greece and the
EU. Special Advisor to the Mayor of Athens in 1990. Member of the Board of the Foundation for the Protection and Rehabilitation of
Children and Young People with Mental Disability "Theotokos". He studied Law and Political Sciences at the University of Athens and
the Democritus University of Thrace. Postgraduate studies in Administrative Science. Special training in Change Management, as
well as in Human Resources Management and Development. He has been an independent non‑executive Director of Motodynamics
S.A. since 2021.
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Nikolaos Pagiaslis
He holds a Diploma in Mechanical–Electrical Engineering from the National Technical University of Athens, specializing in
Production Engineering, and a Master of Science degree in Operational Research from Lancaster University (UK). He has many years
of auditing experience across a large number of companies in Greece and abroad. His areas of activity are Operational Audits,
Financial Audits, Compliance Audits, Corporate Governance, Risk Management, and the implementation of Internal Audit Systems.
Before his employment with the multinational S&B SA Group as Internal Audit Director for approximately 20 years, he held
managerial and executive positions at Peiraiki–Patraiki S.A. as a Production Engineer, and at the technical company Helleniki
Technologia & Kataskeyes S.A. as Project Manager and later Administration Director. He is the founder and shareholder of AKAMAI
CONSULTING SERVICES IKE, an active Board member of real estate management companies (AKROTIRIO TRACHILAS TRIA S.A. and
PROPERTY COMPANY TWO S.A. – Chairperson of the Board, PROPERTY COMPANY ONE S.A. – Athens14 – Chief Executive Officer)
and companies in the hospitality sector (OMIROU SPV 1 S.A., OMIROU SPV 2 S.A., OMIROU SPV 4 S.A. – Board Member). He has
been a non‑executive Director of Motodynamics S.A. since 2020.
Ioannis-Stylianos Tavoularis
He studied Political Science and obtained a Master's degree from the University of Boston. He also holds a BSc degree in Economics
from Bentley University, USA. He has been, since 2005, a member of the Social Affairs Committee (SAC) and a member of the
Aerospace & Defence Industries Association of Europe (ASD). He has served as a Member of the Board of Directors of Neorion Elefsis
Shipyard S.A. and Neorion Holdings S.A., as well as Chief Executive Officer of Neorion Elefsis Shipyard S.A. He has been a Director
of Motodynamics S.A. since 2007. He also served as a Director of the Hellenic Federation of Enterprises (SEV) from 2002 until 2008
(Treasurer from 2006 until 2008). From 2003 until 2007 he was a Board member of the Professional Chamber of the Enterprise Policy
Group, European Commission. He has been a Director of Motodynamics S.A. since 2007.
Eleni Vrettou
She has been Chief Executive Officer of CrediaBank (formerly Attica Bank) since September 2022, having designed and managed its
transformation and growth both domestically and internationally. She has over 25 years of international experience in the banking
sector, specializing in Investments, Corporate Banking, and Commercial Banking. She previously held the role of Chief Strategy and
IR Officer at Lamda Development. From April 2019 to April 2022, she served as Senior General Manager of Corporate and Investment
Banking of the Piraeus Bank Group and acted as Chairperson of the Board of Directors of Piraeus Factors S.A., Piraeus Leasing and
Piraeus Leases, as well as Director of ETBA VIPE S.A. She had previously worked for 14 years at HSBC Bank Plc (“HSBC”) in Greece
and the United Kingdom. In her most recent role at HSBC, she was Chief Executive Officer and Head of Wholesale Banking Greece,
and prior to that, she had served as Head of Multinationals and Business Development for HSBC in the regions of Central and Eastern
Europe, the Commonwealth of Independent States, the Mediterranean, and Sub‑Saharan Africa. Before joining HSBC, she had
worked at Greek and international financial institutions in Athens and New York in the areas of Credit and Risk Management and
Investment Banking (M&A). She holds a Degree in Economics from the Wharton School of the University of Pennsylvania in the USA.
She has been a Director of Motodynamics S.A. since 2022.
Amalia Mofori
She is an experienced executive in the insurance market and a certified actuary (FIA), member of the Institute & Faculty of Actuaries
of Great Britain, with 20 years of experience in the European and Greek insurance market. She has extensive experience in
developing and managing teams on major projects involving actuarial valuations, pricing, and work related to mergers and
acquisitions in Greek and European insurance groups. She has served: a) from March 2016 to the present as General Manager of
the Life and General Insurance Technical Division, executive member of the Board of Directors at Eurolife FFH, and member of the
Board of Directors for the Group’s subsidiaries in Romania, b) from January 2011 to February 2016 as Insurance and Actuarial Leader
at PwC (Head of the newly established actuarial department of PwC for the provision of actuarial services to life and general
insurance companies in Greece, Cyprus, and the Middle East). She began her career at Watson Wyatt Ltd in London, where from
September 2001 to May 2010, as a London‑based consultant, she was a member of actuarial teams serving insurance companies
in the United Kingdom, Europe, Greece, Cyprus, and Turkey on mergers and acquisitions projects, actuarial modelling projects, and
regulatory compliance. She has been an independent non‑executive Director of Motodynamics S.A. since 2023.
Stefanos Theodoridis
He is an experienced business executive with a 40‑year career, 30 of which he has served in senior management positions. From
2012 to the end of 2023, he served as Chief Executive Officer of TEMES S.A., which is one of the largest hospitality and real estate
companies in Southeastern Europe. Between 2006 and 2011 he was CEO at Regency Entertainment S.A. He also served as Chief
Executive Officer of DIAGEO S.A., a leader in the global alcoholic beverages market, with responsibility for 18 countries. Mr.
Theodoridis has chaired and participated in Boards of Directors, either as an executive or non‑executive member, across a wide
range of major companies in Greece and abroad, and has served as a Board member on the Boards of Directors of PPC, Giochi
Preziosi S.A., and IOBE. Mr. Stefanos Theodoridis holds a degree in Mathematics from the University of Athens and has attended
executive development programs at the London Business School and INSEAD Business School. He has been an independent
non‑executive Director of Motodynamics S.A. since 2024.
The above CVs of the Directors are also posted on the Company’s website at https://motodynamics.gr/en/group/.
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The Company, apart from Directors, has nine (9) senior executives, whose positions and CVs are presented below.
1) Ioannis Sokialis - Director of the Yamaha Division and International Activities
He has held the position of General Manager of the Yamaha Division since 2017, with responsibility for the brand in Greece, Romania,
Bulgaria, Albania, and Moldova. At the same time, from 2024 he holds the positions of Chairperson of the Board of Directors and
Managing Director A of the Association of Motorcycle Importers of Greece. He has been working at MOTODYNAMICS S.A. since 1997,
having served as Retail Division Director and Chief Executive Officer of its subsidiary Motodiktio S.A. (2011–2016), Dry Products
Division Director (2008–2010), and After Sales Support Division Director (2002–2007). He studied Business Administration with a
specialization in Marketing at the Athens University of Economics and Business, from which he also obtained a Masters’ in Business
Administration (MBA) with a scholarship.
2) Georgios Livaditis - Director of the Porsche Division
He has held the position of Porsche Division Director since February 2026. He has been working at MOTODYNAMICS S.A. since 2004,
having assumed leadership positions in the Yamaha and Motodiktio divisions until 2018. In 2019, after the acquisition of LION
RENTAL by MOTODYNAMICS, he moved to SIXT’s vehicle rental division, holding the position of head of the division until January
2026. He holds a degree in Computer Science and a Master’s in Marketing from the Athens University of Economics and Business.
3) Nikolaos Sinogiannis - Director of the SIXT Division
He has held the position of SIXT Division Director since February 2026. He has been working at MOTODYNAMICS S.A. since early
2019, assuming the position of Retail and International Operations Division Director, with responsibility for the General Management
of the Group’s subsidiaries: Motodiktio S.A., Motodynamics S.R.L. and Motodynamics L.T.D. He assumed the General Management
of the Porsche Division in October 2021. He has studied Mechanical Engineering with an MSc in Industrial Production Systems and
holds an Executive MBA degree from the Athens University of Economics and Business.
4) Magdalini Rizou - Group Chief Financial Officer
She has held the position of Group Chief Financial Officer since January 2025. She has been working at MOTODYNAMICS S.A. since
October 2020, assuming the position of Group Accounting Director. She is a member of the Economic Chamber and holder of a
Class A license to practice the Economics and Tax Consulting Profession. She has been working in the field of Financial Services for
more than 18 years. She has previously worked at PwC Greece as Senior Associate, Audit Services (2007–2014) and at Bausch +
Lomb Greece as Accounting Supervisor (2014–2020). She is a graduate of the Department of Finance & Banking Administration of
the University of Piraeus, holder of the ACCA Accountancy Qualification and an MBA from the American College of Greece.
5) Efstathios Anagnou - IT Director
He has held the position of IT Director of MOTODYNAMICS S.A. since 2008. He has been working in the field of information technology
for more than 25 years. He has previously worked at the S&B Industrial Minerals Group (2001–2008) where, as an SAP Certified
Consultant in Financial Accounting, he held the position of Head of Corporate Application in his later years. He previously worked
for seven years as an IT executive in the banking sector (Barclays Bank Greece and the Bank of Greece). He holds a degree in
Informatics and Telecommunications from the National and Kapodistrian University of Athens and an MSc in Information Systems
Engineering from the University of Manchester Institute of Science and Technology (UMIST).
6) Eleftheria Lolou - Human Resources Director
She has held the position of Group Human Resources Director since March 2025. She has been working at MOTODYNAMICS S.A.
since June 2021 as HR Business Partner and subsequently as Employee Engagement, Development & Insights Manager. She has
been working in the field of Human Resources Management for 15 years. She has previously worked at AB Vassilopoulos in the
positions of Learning & Development Specialist and Compensation‑Benefits & Metrics Specialist, at GEK TERNA as Organizational
Development Specialist, and at Plaisio Computers as Talent Development Specialist. She holds a degree in Business Administration
and a postgraduate degree in Human Resources Management from the Athens University of Economics and Business.
7) Maria Passia - Group Sustainability and Corporate Communications Director
She has held the position of Corporate Affairs Director of MOTODYNAMICS S.A. since January 2021, while since 2022 she has also
been leading the Group’s Sustainability and Corporate Social Responsibility initiatives. She has more than 25 years of experience in
the fields of Corporate Communications, Marketing and CRM. From 1996 to 2021 she worked in managerial positions related to the
Porsche brand in Greece, where she participated in the design and implementation of loyalty programs for customers and
employees, as well as in the development of the Press Office, contributing to strengthening the brand’s presence and reputation in
the Greek market. She is responsible at MOTODYNAMICS S.A. for the design and implementation of the Group’s Sustainability and
Corporate Communications strategy, aiming to strengthen corporate responsibility, sustainable development and the cultivation of
trust-based relationships with stakeholders. She is a Certified Employer Branding Practitioner (Universum), a Certified ESG
39
Practitioner from the Centre for Sustainability and Excellence (CSE), and has completed specialized sustainability programs at the
University of Cambridge Institute for Sustainability Leadership (CISL).
8) Eleftherios Sotiropoulos - Director of TOYOTA Autodirect Division and Business Development Manager
He has held the position of Business Development Manager at MOTODYNAMICS S.A. since November 2023, and since February
2025 he has also assumed the role of Director of the TOYOTA Autodirect Division. He has ten years of professional experience in the
fields of mergers and acquisitions, strategic development and project management, with an emphasis on financial analysis and
business planning. In the past, he worked at D Marin as an M&A Associate, participating in full acquisition cycles from origination to
integration. He has extensive experience in Financial Due Diligence from his tenure in the Deals department of PwC Greece, where
he participated in projects involving telecommunications, insurance companies, pharmaceutical industries and private equity firms.
She holds a Dual Full‑Time MSc in International Shipping & Finance from the ICMA Centre / Henley Business School and Alba
Graduate Business School, and a Bachelor’s degree in Business Administration from the Athens University of Economics and
Business.
9) Theodoros Sgouros - Head of the Internal Audit Unit
She is a graduate of the Department of Business Organization and Management of the University of Piraeus and holds an MBA from
the Open University of Patras. He worked for 5 years at PwC (PricewaterhouseCoopers) in Greece, from 2006 to 2011, gaining
experience in external audit across companies from various sectors. From 2012 to 2015 he worked at Retail World as Internal Audit
Officer. From 2015 to the present, he has been working as the Head of Internal Audit at the MOTODYNAMICS Group. He holds the
following professional titles: Member of the Association of Chartered Certified Accountants (ACCA – Fellow), Certified Internal
Auditor (CIA), and holder of the Certificate in Risk Management & Assurance (CRMA). He also holds the following certifications from
the Institute of Internal Auditors: COSO Internal Controls ( COSO IC), COSO Enterprise Risk Management (COSO ERM), IT General
Controls, ESG and Quality Assessor. He is a member of the Economic Chamber of Greece. He holds a license to practice as an
economist and a license to practice as an accountant–tax consultant.
KPMG Certified Auditors, Hellenic Société Anonyme
and member of the international organization of
independent member firms affiliated with KPMG
International Limited, a private English company
limited by guarantee. All rights reserved.
Crtified Auditors
GEMI 148599601000
KPMG Certified Auditors AE
44 Syggrou Avenue
117 42, Athens, Greece
Telephone +30 210 6062100
Fax number: +30 210 6062111
Email: info@kpmg.gr
Independent Auditor’s Report
To the Shareholders of
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.)
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the Separate and Consolidated Financial Statements of EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai
MIHANON THALASSIS S.A. (distinctive title “MOTODYNAMICS S.A.”) (the “Company”), which comprise the Separate and
Consolidated Statement of Financial Position as at 31 December 2025, the Separate and Consolidated Statements of Profit or Loss
and Other Comprehensive Income, Changes in Equity and Cash Flows for the year then ended, and notes, comprising material
accounting policies and other explanatory information.
In our opinion, the accompanying Separate and Consolidated Financial Statements present fairly, in all material respects, the
separate and consolidated financial position of EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A.
(distinctive title “MOTODYNAMICS S.A.”) and its subsidiaries (the “Group”) as at 31 December 2025 and its separate and
consolidated financial performance and its separate and consolidated cash flows for the year then ended, in accordance with
International Financial Reporting Standards (IFRS), as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as incorporated in Greek legislation. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Separate and
Consolidated Financial Statements section of our report. We are independent of the Company and the Group in accordance with the
International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants (IESBA Code), as
applicable to audits of the financial statements of public interest entities, together with the ethical requirements that are relevant to
the audit of the separate and consolidated financial statements in Greece and we have fulfilled our other ethical responsibilities in
accordance with the requirements of the applicable legislation and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters, that, in our professional judgment, were of most significance in our audit of the Separate and
Consolidated Financial Statements of the current period. These matters and the relevant significant assessed risks of material
misstatement were addressed in the context of our audit of the Separate and Consolidated Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Estimation of the Useful life and Residual Value of the vehicles (Consolidated Financial Statements)
Notes 3, 4 and 18 of the Consolidated Financial Statements
Key Audit Matter
How the matter was addressed in our audit
The Group's property, plant and equipment as at 31
December 2025 include vehicles available for rental
and operating lease amounting to EUR 68 699
thousand, which are valued at cost less accumulated
depreciation and impairment losses over the lease
period, taking into account, among other things, the
residual value of the vehicles.
The estimated useful life of vehicles, in accordance with
IAS 16 “Property, Plant and Equipment”, is based on
actual historical data and their estimated future use and
therefore requires significant judgement to be exercised
by Management.
Vehicles are depreciated over their estimated useful
lives based on their estimated residual values. These
estimates are re-examined taking into account market-
related factors as well as the cars’ age and use.
Changes are accounted for as a change in estimate of
future depreciation.
Due to the significance of the amount of the vehicles
and the degree of complexity and subjectivity of the
judgments used for the calculation of the residual
values and useful lives, we consider the estimation of
residual value of vehicles and their useful life to be a
Key Audit Matter.
Our audit procedures in relation to this matter included
among others:
1) Understanding, evaluating and reviewing the
procedures and approach applied by management
regarding the estimation of the useful life of
vehicles, as well as auditing the designs and
implementation and operational effectiveness of
the Group’s internal controls in relation to this
matter.
2) For a sample of vehicles, we compared their
residual value during and at the end of their useful
lives with current market prices, in order to assess
the reasonableness of the assumptions applied by
management for determining their depreciation
rates.
3) For a sample of vehicles sold during the year
under audit, we compared their selling prices with
their residual values, in order to assess the
reasonableness of the residual values estimated
by management.
4) Finally, we assessed the adequacy and
appropriateness of the disclosures contained in the
Consolidated Financial Statements.
Impairment testing of goodwill (Consolidated Financial Statements) and investments in subsidiaries
(Separate Financial Statements)
Notes 3, 4, 5 and 19, of the Separate and Consolidated Financial Statements
Key Audit Matter
How the matter was addressed in our audit
As of 31 December 2025, the Group has recognized an
amount of EUR 2 135 thousand in the Consolidated
Financial Statements for “Goodwill”.
In the Separate Financial Statements the Company, as
of 31 December 2025, has recognized investments in
subsidiaries amounting to EUR 31 692 thousand, which
are measured at cost adjusted for impairment losses
wherever deemed necessary.
In accordance with IFRS requirements, management
tests goodwill for impairment annually, or more
frequently when there are indications that the book
value of the cash-generating units (CGUs) (individual
subsidiaries) to which goodwill has been allocated falls
below their recoverable amount.
Similarly, with regard to investments in subsidiaries,
impairment or any reversal of impairment is examined
whenever there are indications. The above evaluations
require a significant degree of judgement from
management.
The Group estimates the recoverable amount of
CGUs/subsidiaries based on their value in use. The
calculation of value in use requires management's
estimates of variables such as average sales growth,
earnings before financial and investing activities,
depreciation and amortisation, growth rate, current and
future market conditions as well as the discount rate.
These estimates require significant judgments made by
Management and involve a degree of uncertainty. We,
therefore, consider goodwill and investments in
subsidiaries impairment tests to be a Key Audit Matter.
The disclosures regarding the assumptions and the
method used for the impairment/reversal of impairment
calculation are significant for the transparency of the
Separate and Consolidated Financial Statements.
Our audit procedures in relation to this matter included
among others:
1. We examined the management's evaluation criteria
and analysis regarding whether there is indication
of impairment for the investments in subsidiaries.
2. For the subsidiaries for which respective
indications were identified, or for the CGUs to
which Goodwill was attributed, we performed the
following with the assistance of our valuation
specialists:
i. We evaluated the appropriateness of the
methods followed to determine cash
generating units (CGUs), as well as the
calculation of their recoverable value;
ii. We assessed the reasonableness of the key
assumptions and estimates of future cash
flows. The main assumptions that were
assessed included the trends in revenue
generated by CGUs, the profit before
financing and investing activities,
depreciation and amortization, the growth
rate, and the discounted rate for the
discounting of future cash flows;
iii. We compared the key assumptions used in
management's valuation models with the
market trends and assumptions used in the
previous financial year, our knowledge of the
Group and the industry and we reviewed
sensitivity analyses of these assumptions to
potential changes therein; and\
iv. We verified the mathematical accuracy of
the calculations caried -out in the models
designed to determine the value in use of
the CGUs.
3. We assessed the reliability of management's
forecasts in developing business plans, by
comparing management's previous estimates and
forecasts against the actual performance of the
CGUs. Among other things we assessed the
reasons for any deviations and their potential
impact on future performance.
4. Finally, we assessed the adequacy and
appropriateness of the disclosures contained in the
Separate and Consolidated Financial Statements
in relation to the above matters.
Other Information
The Board of Directors is responsible for the other information. The other information comprises the information included in the Board
of Directors’ Report, for which reference is made in the “Report on Other Legal and Regulatory Requirements” and the Declarations
of the Members of the Board of Directors but does not include the Separate and Consolidated Financial Statements and our Auditor’s
Report thereon.
Our opinion on the Separate and Consolidated Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the Separate and Consolidated Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the Separate and Consolidated Financial
Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the Separate and Consolidated Financial
Statements
The Board of Directors is responsible for the preparation and fair presentation of the Separate and Consolidated Financial
Statements in accordance with IFRS, as adopted by the European Union, and for such internal control as the Board of Directors
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, the Board of Directors is responsible for assessing the Company’s
and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the Company and the Group or to cease
operations, or has no realistic alternative but to do so.
The Audit Committee of the Company is responsible for overseeing the Company’s and the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Separate and Consolidated Financial Statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs which
have been incorporated in Greek legislation will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Separate and Consolidated Financial Statements.
As part of an audit in accordance with ISAs, which have been incorporated in Greek legislation, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ 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 these Group Financial Statements. 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 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 current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. Board of Directors’ Report
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and the Corporate Governance Statement
that are included in this report. Our opinion on the financial statements does not cover the Board of Directors’ Report and we do not
express an audit opinion thereon. Our responsibility is to read the Board of Directors’ Report and, in doing so, consider whether,
based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial
statements or our audit knowledge. Based solely on that work pursuant to the requirements of paragraph 1, cases aa and b, of article
154C of L. 4548/2018 we note that:
(a) The Board of Directors’ Report includes a Corporate Governance Statement which provides the information set by Article 152 of
L. 4548/2018.
(b) In our opinion, the Board of Directors’ Report has been prepared in accordance with the applicable legal requirements of
Articles 150 and 153 of L. 4548/2018, and its contents correspond with the accompanying Separate and Consolidated Financial
Statements for the year ended 31 December 2025.
(c) Based on the knowledge acquired during our audit, relating to EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai
MIHANON THALASSIS S.A. (distinctive title “MOTODYNAMICS S.A.”) and its environment, we have not identified any material
misstatements in the Board of Directors’ Report.
2. Additional Report to the Audit Committee
Our audit opinion on the Separate and Consolidated Financial Statements is consistent with the Additional Report to the Audit
Committee of the Company dated 19 March 2026, pursuant to the requirements of article 11 of the Regulation 537/2014 of the
European Union (EU).
3. Provision of non-Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in article 5 of
Regulation (EU) 537/2014.
The permissible non-audit services that we have provided to the Company and its subsidiaries during the year ended 31 December
2025 are disclosed in Note 36 of the accompanying Separate and Consolidated Financial Statements.
4. Appointment of Auditor
We were appointed for the first time as Certified Auditors of the Company based on the decision of the Annual General Shareholders’
Meeting dated 16 June 2022. From then onwards our appointment has been renewed uninterruptedly for a total period of 4 years
based on the annual decisions of the General Shareholders’ Meeting.
5. Operations Regulation
The Company has an Operations Regulation in accordance with the content provided by the provisions of the article 14 of L.
4706/2020.
6. Assurance Report on the European Single Electronic Reporting Format
Subject Matter
We were engaged to perform a reasonable assurance engagement to examine the digital files of the company EMPORIKI
EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A. (distinctive title “MOTODYNAMICS S.A.”) (the Company
or/and Group), which were prepared in accordance with the European Single Electronic Format (ESEF) and that include the separate
and consolidated financial statements of the Company and the Group for the year ended as at 31 December 2025 in XHTML format,
and also the file XBRL (213800PO787VGL2S3704-2025-12-31-el.zip) with the appropriate mark up of the those consolidated
financial statements, including other explanatory information (Notes to the Financial Statements) (hereafter the “Subject matter”), in
order to verify that it was prepared in accordance with the requirements set out in the Applicable Criteria section.
Applicable Criteria
The Applicable Criteria for the European Single Electronic Format (ESEF) are defined by the European Commission Delegated
Regulation (EU) 2019/815, as in force (hereafter “the ESEF Regulation”) and the 2020/C 379/01 Commission Interpretative
Communication issued on 10 November 2020, as required by the L. 3556/2007 and the relevant announcements of the Hellenic
Capital Markets Commission and the Athens Stock Exchange.
In summary, these Criteria provide, among others, the following:
• All the annual financial reports must be prepared in XHTML format.
• With respects to the consolidated financial statements based on International Financial Reporting Standards (IFRS), the financial
information that is included in the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of
Changes in Equity and the Statement of Cash Flows, as well as in the Notes to the consolidated financial statements, must be
marked up with XBRL tags and “block tag”, in accordance with the ESEF Taxonomy, as in force. The technical requirements for
the ESEF, including the relevant taxonomy, are included in the ESEF Regulatory Technical Standards.
Responsibilities of the Board of Directors and those charged with governance
The Board of Directors is responsible for the preparation and filing of the separate and consolidated financial statements of the
Company and the Group, for the year ended as at 31 December 2025, in accordance with the Applicable Criteria and for such
internal control as the Board of Directors determines is necessary to enable the preparation of digital files that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to issue this Report regarding the evaluation of the Subject Matter, based on our work performed, which is
described below in the “Scope of Work Performed” section.
Our work was conducted in accordance with International Standard on Assurance Engagements 3000 (Revised) “Assurance
Engagements Other than Audits or Reviews of Historical Financial Information” (hereafter “ISAE 3000”).
ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance about the evaluation of the Subject Matter in
accordance with the Applicable Criteria. In the context of the procedures performed, we assess the risk of material misstatement of
the information related to the Subject Matter.
We believe that the evidence we have obtained is sufficient and appropriate and support the conclusion expressed in this assurance
report.
Professional ethics and quality management
We are independent of the Company and the Group, throughout this engagement and have complied with the requirements of the
International Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, the
ethics and independence requirements of L. 4449/2017 and Regulation (EU) 537/2014.
Our firm applies International Standard on Quality Management (ISQM) 1, “Quality Management for Firms that Perform Audits or
Reviews of Financial Statements, or Other Assurance or Related Services Engagements” and consequently maintains a
comprehensive quality management system that includes documented policies and procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Scope of work performed
The assurance work we performed covers only the items included in the 214/4/11-02-2022 Decision of the Hellenic Accounting and
Auditing Standards Oversight Board and the Guidelines for the assurance engagement and report of Certified Auditors on the
European Single Electronic Reporting Format (ESEF) of issuers with shares listed in a regulated market in Greece”, as these were
issued by the Institute of Certified Public Accountants of Greece on 14 February 2022, in order to obtain reasonable assurance that
the financial statements of the Company that are prepared by the Board of Directors of the Company comply in all material respects
with the Applicable Criteria.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion that the separate and consolidated
financial statements of the Company and the Group for the year ended as of 31 December 2025 in XHTML format, and the XBRL file
(213800PO787VGL2S3704-2025-12-31-el.zip) marked up with respects to the consolidated financial statements, including the other
explanatory information (Notes to financial statements), have been prepared, in all material respects, in accordance with the
requirements as defined in the Applicable Criteria.
Athens, 19 March 2026
KPMG Certified Auditors S.A.
AM SOEL 186
Dimitrios Tanos, Certified Auditor Accountant
AM SOEL 42241
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
ANNUAL COMPANY & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025 IN ACCORDANCE WITH THE
INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as adopted by the European Union
47
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
(Amounts in euro)
GROUP
COMPAΝY
Notes
1/1 - 31/12/2025
1/1 - 31/12/2024
1/1 - 31/12/2025
1/1 - 31/12/2024
Sales
6
137.965.451,78
127.795.951,98
Cost of sales
7
(171.024.906,05 )
(154.607.905,46 )
(113.822.535,16)
(104.373.018,70)
Gross profit
24,142.916,62
23.422.933,28
Other income
10
485.647,09
371.889,95
Administrative expenses
8
(7.012.627,07 )
(5.987.895,68 )
(4.716.758,06)
(4.005.457,70)
Selling/distribution expenses
9
(21.211.036,62 )
(18.456.892,70 )
(12.129.154,65)
(11.579.020,98)
Other expenses
11
(207.395,69 )
(1.097.542,98 )
(1.100.656,98)
(422.009,37)
Operating profit/loss
6.681.994,02
7.788.335,18
Dividend from subsidiaries
12
2.200.000,00
2.209.316,74
Financial income
-
-
Financial expenses
13
(3.155.362,81 )
(3.129.832,34 )
(869.388,86)
(898.849,55)
Profit /Loss before tax
8.012.605,16
9.098.802,37
Income tax
14
(3.363.479,43 )
(3.534.545,22 )
(1.652.535,95)
(1.729.305,63)
Profit/Loss after tax
6.360.069,21
7.369.496,74
Attributable to:
Parent company owners
6.360.069,21
7.369.496,74
Non-controlling interests*
5
(149.462,80 )
-
-
Profit/Loss after tax
6.360.069,21
7.369.496,74
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified
subsequently to Profit or Loss
(Actuarial Gains/ Losses)
(38.796,76 )
(11.396,65)
9.083,17
Deferred tax
14
(2.122,52 )
2.507,26
(1.998,30)
Items that may be reclassified to Profit or Loss
subsequently
Cumulative foreign exchange differences from the
consolidation of foreign subsidiaries
(46.851,06 )
-
-
Other comprehensive income/loss after tax
(77.112,53 )
(8.889,39)
7.084,87
Total comprehensive income after/loss tax
6.351.179,82
7.376.581,61
Attributable to:
Parent company owners
6.351.179,82
7.376.581,61
Non-controlling interests*
(149.462,80 )
-
-
6.351.179,82
7.376.581,61
Earnings/Loss after tax per share – basic (in
Euro)
17
0,2164
0,2478
Earnings/loss per share (in Euro)
17
0,2130
0,2458
The accompanying notes on pages 52-99 form an integral part of the Financial Statements.
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
ANNUAL COMPANY & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025 IN ACCORDANCE WITH THE
INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as adopted by the European Union
48
STATEMENT OF FINANCIAL POSITION As of 31 December 2025
(Amounts in euro)
GROUP
COMPANY
Notes
31 December 2025
31 December
2024
31 December
2025
31 December
2024
ASSETS
Tangible fixed assets
18
7.776.464,55
8.378.844,89
Goodwill
19
-
-
Intangible assets
21
732.692,31
761.853,92
Rights-of-use assets
20
4.238.102,65
3.664.720,08
Deferred tax assets
14
849.242,32
715.637,33
Investments in subsidiary companies
5
31.691.746,96
28.303.645,66
Other long-term receivables
38
437.777,29
433.954,99
Long-term assets
45.726.026,08
42.258.656,87
Short-term assets
Inventories
22
21.898,972,34
18,857,903,73
Trade receivables
23
4.478.145,16
3.920.893,02
Receivables from subsidiaries
39
6.985.691,15
4.628.051,59
Other receivables
24
1.050.387,41
2.216.993,38
Prepaid expenses
25
814.481,43
419.651,62
Cash and cash equivalents
26
2.571.834,20
135.021,52
Current assets
37.799.511,69
30.178.514,86
Total Assets
83.525.537,77
72.437.171,73
EQUITY AND LIABILITIES
Equity
Share capital
28
10.854.000,00
10.854.000,00
Share premium
28
9.744.463,31
9.744.463,31
Reserves
29
2.447.051,39
2.137.937,32
Reserve for bonus shares to management members
29
1.544.944,10
1.015.492,65
Treasury shares
29
(2.127.472,69 )
(1.714.722,29 )
(2.127.472,69)
(1.714.722,29)
Exchange differences arising on the translation of subsidiaries
29
(427.095,96 )
(380.244,90 )
-
-
Profit/loss carried forward
13.154.711,44
11.028.716,10
Equity attributable to owners of the parent
35.617.697,55
33.065.887,09
Non-controlling interests*
-
-
Total equity
35.617.697,55
33.065.887,09
Long-term liabilities
Long-term loans
33
5.500.000,00
10.500.000,00
Provision for staff compensation
31
289.724,64
244.739,62
Other non-current liabilities
26.650,85
26.779,39
Long-term lease liabilities
20
3.759.491,99
3.138.497,49
Total long-term liabilities
9.575.867,48
13.910.016,50
Short-term liabilities
Trade payables
32
17.284.642,27
15.494.994,50
Contract liabilities
32
2.117.926,10
2.341.978,60
Short-term loans
33
14.778.417,50
3.619.823,78
Payable income tax
761.832,41
980.849,18
Dividends payable
30
4.774,03
3.343,02
Short-term lease liabilities payable in the next fiscal year
20
878.625,51
856.699,86
Other short-term liabilities
34
2.505.754,92
2.163.579,19
Total short-term liabilities
38.331.972,74
25.461.268,13
Total liabilities
47.907.840,22
39.371.284,63
Total equity and liabilities
83.525.537,77
72.437.171,73
The accompanying notes on pages 52-99 form an integral part of the Financial Statements.
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled MOTODYNAMICS S.A.
ANNUAL COMPANY & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025 IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL
REPORTING STANDARDS,
as adopted by the European Union
49
STATEMENT OF CHANGES IN EQUITY OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2025
(Amounts in euro)
Share capital
Share
premium
Reserves
Exchange
differences
arising on the
translation of
subsidiaries
Reserve for
bonus shares
to
management
members
Treasury
shares
Profit/loss
carried
forward
Total
Minority
shareholders’
rights
Total equity
Total equity at the beginning of the fiscal
year, as at 1 January 2024
(384.217,27 )
(911.700,37 )
Transfer to Reserves
(608.498,50 )
(14.375,18 )
(14.375,18 )
Reserve for bonus shares to management
members (note 29)
Dividends (note 30)
(3.618.000,00 )
(3.618.000,00 )
(3.618.000,00 )
Purchase/Cancellation of Own Shares
(803.021,92 )
(786.785,30 )
(786.785,30 )
Transactions with owners of the parent
company
(803.021,92 )
(4.210.261,88 )
(3.950.955,77 )
(3.950.955,77 )
Period profit or loss (1/1 – 31/12/2024)
Other total income after tax:
Other total income /(loss)
Total comprehensive income/(loss)
Total equity at the end of the fiscal year, as
at 31 December 2024
(380.244,90 )
(1.714.722,29 )
Total equity at the beginning of the fiscal
year, as at 1 January 2025
(380.244,90 )
(1.714.722,29 )
Share capital increase
Transfer to Reserves
(541.305,34 )
Reserve for bonus shares to management
members (note 29)
Dividends (note 30)
(3.919.500,00 )
(3.919.500,00 )
(3.919.500,00 )
Purchase/Cancellation of Own Shares
(412.750,40 )
(409.320,81 )
(409.320,81 )
Transactions with owners of the parent
company
(412.750,40 )
(4.457.375,75 )
(3.763.238,98 )
(3.013.238,98 )
Period profit or loss (1/1 – 31/12/2025)
(149.462,80 )
Other total income after tax:
Other total income /(loss)
(30.261,47 )
(46.851,06 )
(77.112,53 )
(77.112,53 )
Total comprehensive income/(loss)
(30.261,47 )
(46.851,06 )
(149.462,80 )
Total equity at the end of the fiscal year, as
at 31 December 2025
(427.095,96 )
(2.127.472,69 )
The accompanying notes on pages 52-99 form an integral part of the Financial Statements.
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled MOTODYNAMICS S.A.
ANNUAL COMPANY & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025 IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL
REPORTING STANDARDS,
as adopted by the European Union
50
STATEMENT OF CHANGES IN EQUITY OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025
(Amounts in euro)
Share capital
Share premium
Reserves
Reserve for bonus shares
to management members
Treasury shares
Profit/loss
carried forward
Total
Total equity at the beginning of the fiscal year, as at 1 January 2024
10.854.000,00
9.744.463,31
1.762.377,61
573.222,76
(911.700,37)
7.629.457,58
29.651.820,88
Transfer to Reserves
-
-
368.474,84
-
-
(368.474,84)
-
Reserve for bonus shares to management members (note 29)
-
-
-
442.269,89
-
-
442.269,89
Dividends (note 30)
-
-
-
-
-
(3.618.000,00)
(3.618.000,00)
Purchase/Cancellation of Own Shares
-
-
-
-
(803.021,92)
16.236,62
(786.785,30)
Transactions with owners of the parent company
-
-
-
442.269,89
(803.021,92)
(3.970.238,22)
(3.962.515,41)
Period profit or loss (1/1 – 31/12/2024)
-
-
-
-
-
7.369.496,74
7.369.496,74
Other total income after tax:
Other total income /(loss)
-
-
7.084,87
-
-
-
7.084,87
Total comprehensive income/(loss)
-
-
7.084,87
-
-
7.369.496,74
7.376.581,61
Total equity at the end of the fiscal year, as at 31 December 2024
10.854.000,00
9.744.463,31
2.137.937,32
1.015.492,65
(1.714.722,29)
11.028.716,10
33.065.887,09
Total equity at the beginning of the fiscal year, as at 1 January 2024
10.854.000,00
9.744.463,31
2.137.937,32
1.015.492,65
(1.714.722,29)
11.028.716,10
33.065.887,09
Transfer to Reserves
-
-
318.003,46
-
-
(318.003,46)
-
Reserve for bonus shares to management members (note 29)
-
-
-
529.451,45
-
-
529.451,45
Dividends (note 30)
-
-
-
-
-
(3.919.500,00)
(3.919.500,00)
Purchase/Cancellation of Own Shares
-
-
-
-
(412.750,40)
3.429,59
(409.320,81)
Transactions with owners of the parent company
-
-
318.003,46
529.451,45
(412.750,40)
(4.234.073,87)
(3.799.369,36)
Period profit or loss (1/1 – 31/12/2025)
-
-
-
-
-
6.360.069,21
6.360.069,21
Other total income after tax:
Other total income /(loss)
-
-
(8.889,39)
-
-
-
(8.889,39)
Total comprehensive income/(loss)
-
-
(8.889,39)
-
-
6.360.069,21
6.351.179,82
Total equity at the end of the fiscal year, as at 31 December 2025
10.854.000,00
9.744.463,31
2.447.051,39
1.544.944,10
(2.127.472,69)
13.154.711,44
35.617.697,55
The accompanying notes on pages 52-99 form an integral part of the Financial Statements.
51
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled MOTODYNAMICS S.A.
ANNUAL COMPANY & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025 IN ACCORDANCE WITH THE
INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as adopted by the European Union
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2025
(Amounts in euro)
Indirect Method
GROUP
COMPANY
Note
31 December
2025
31 December
2024
31 December
2025
31 December
2024
Operations
Profit /Loss after tax
6.360.069,21
7.369.496,74
Less/plus adjustments for
Depreciation/amortisation
16
2.995.044,79
2.779.202,56
Provision for staff compensation
31
195.377,31
81.499,09
Provision for doubtful debts
23
(73.136,12 )
(91.408,28)
49.348,94
Provision for slow-moving inventories
21
(2.932,18 )
20.034,94
1.908,18
Provision for bonus shares to management members
29
529.451,45
442.269,89
Exchange differences
12.652,93
517,67
Impairment of fixed assets
-
-
Income, expenses, profit and loss from investment activities
(23.028,74 )
(1.137.212,34)
(1.928.707,48)
Credit interest
(14.650,85 )
(41.175,81 )
-
-
Interest charges and related expenses
13
869.388,86
898.849,55
Income tax
14
1.652.535,95
1.729.305,63
Plus/less adjustments for changes in working capital
account or relating to operations
Decrease / (increase) in:
Inventories
21
(6.016.114,31 )
(2.740.780,14 )
(3.061.103,55)
(2.388.114,65)
Change in vehicle fleet
(26.918.477,27 )
(18.188.799,49 )
(940.234,88)
(1.795.888,67)
Non-current receivables
38
(364.763,82 )
(3.822,30)
(6.454,36)
Trade receivables
23
(2.718.047,65 )
(2.823.483,42)
(1.719.922,70)
Other short-term receivables
24
(106.874,58 )
(3.401.118,06 )
771.776,16
(1.418.503,31)
(Decrease) / Increase of payables (excluding banks):
Long-term liabilities
(31.421,77 )
(128,54)
(3.785,61)
Trade payables
32
(5.054.022,80 )
1.852.657,71
(3.473.450,34)
Other short-term liabilities
34
343.606,74
(180.466,91)
Less:
Interest charges and related paid expenses
13
(3.155.362,81 )
(3.129.832,34 )
(869.388,86)
(898.849,55)
Tax paid
(2.565.767,67 )
(3.081.658,62 )
(1.977.732,56)
(2.283.359,21)
Realised exchange difference
(112.309,89 )
(19.767,01 )
(12.652,93)
(517,67)
Payment of employee compensation
31
(464.377,85 )
(43.747,91 )
(161.788,93)
(37.914,58)
Total inflows from operations (a)
(5.264.449,57 )
(4.789.193,77 )
4.523.639,46
(2.783.536,79)
Investment Activities
Acquisition of subsidiaries, affiliates, joint ventures and other
investments
(3.250.000,00)
-
Proceeds from dividends of subsidiaries
12
2.200.000,00
2.209.316,74
Purchases of tangible and intangible assets
(1.904.385,15 )
(1.748.050,91 )
(610.656,89)
(995.633,35)
Proceeds from sale of tangible and intangible assets
-
9.773,93
Interest collected
-
-
Increase/decrease of share capital of subsidiary companies
(1.200.000,30)
(799.992,00)
Total outflows from investments (b)
(1.889.734,30 )
(1.726.985,06 )
(2.860.657,19)
423.465,32
Financing Activities
Minority interest contribution of subsidiary
-
-
Acquisition of treasury shares
(620.323,22 )
(803.021,92 )
(620.323,22)
(803.021,92)
Collections from loans issued / undertaken
33
11.000.000,00
17.622.793,45
Loan repayments
33
(40.341.406,28 )
(35.898.462,49 )
(4.841.406,28)
(9.898.462,49)
Repayment of principal portion on financial leases
(1.897.778,09 )
(1.851.599,50 )
(844.940,09)
(850.501,71)
Payment of dividends
30
(3.919.500,00 )
(3.618.000,00 )
(3.919.500,00)
(3.618.000,00)
- Total inflows / (outflows) from fin. activities (c)
773.830,41
2.452.807.33
Net increase / (decrease) of cash and cash equivalents for
the period (a) + (b) + (c)
2.436.812,68
92.735,86
Cash and cash equivalents at the beginning of the period
135.021,52
42.285,66
Cash and cash equivalents at the end of the period
2.571.834,20
135.021,52
The accompanying notes on pages 52-99 form an integral part of the Financial Statements.
52
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
53
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
54
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
55
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
56
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
57
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
58
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
59
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
60
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
61
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
62
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
63
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
64
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
65
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
66
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
67
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
68
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
69
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
70
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
2024
71
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
72
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A,
styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER
2025
(All amounts are shown in EUR unless otherwise stated)
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
73
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
74
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
75
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
76
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
77
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
78
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
79
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
80
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
82
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
83
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
84
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
85
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
86
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
87
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
88
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
89
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
90
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
91
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
92
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
93
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31
DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
94
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
95
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
96
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
97
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
98
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
99
Maroussi, 19 March 2026
Chairperson & CEO
Vice Chairperson of the BoD
Chief Financial Officer
Paris Kyriakopoulos
ID Card No. ΑΟ 558055
Kriton Anavlavis
ID Card No. ΑΚ 061616
Magdalini Rizou
Accountant License No. 0128702
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
100
CORRESPONDENCE TABLE OF REFERENCES TO THE INFORMATION SET FORTH IN ARTICLE 10 OF LAW
3401/2005
Date
Announce
ment
web address
Remarks
Annual Financial Results 2025
2026
Annual Financial Report of the Company &
Group for the fiscal year
https://motodynamics.gr/en/
investor-relations/
from 1 January to 31 December 2025
Nine‑Month Financial Results 2025
2025
Nine-Month Financial Report of the Company
and the Group for the Period from 1 January
to 30 June 2025
https://motodynamics.gr/e
n/investor-relations/
Six‑Month Financial Results 2025
2025
Semi-Annual Financial Report of the
Company & Group for the period 1 January to
30 September 2025
https://motodynamics.gr/e
n/investor-relations/
Announcements on the Purchase of
Treasury Shares
2025
Announcements on the purchase of Treasury
Shares
https://motodynamics.gr/e
n/investor-relations/
General Meetings of
Shareholders
Remarks
13/06/2
025
AGM Resolutions 12.06.2025.
https://motodynamics.gr/e
n/investor-relations/
13/06/2
025
AGM 12.06.2025 Change of composition and
reconstitution of the NCGC
https://motodynamics.gr/e
n/investor-relations/
13/06/2
025
AGM 12.06.2025 Reconstitution of the Board
of Directors into a body
https://motodynamics.gr/e
n/investor-relations/
13/06/2
025
AGM 12.06.2025 Free allocation of treasury
shares (bonus)
https://motodynamics.gr/e
n/investor-relations/
13/06/2
025
AGM 12.06.2025 Dividend
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
Disclosure of total number of shares and
voting rights
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
Minority Shareholders’ Rights
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
Additional information on the processing of
personal data
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
Proxy Appointment Form
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
CVs of nominees to the Board of Directors
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
Information Note on the appointment of
independent non-executive directors
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
Report of Independent Non-Executive
Directors (01.05.2024-21.05.2025)
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
Audit Committee Activity Report for the fiscal
year 2025
https://motodynamics.gr/e
n/investor-relations/
21/05/2
025
BoD Remuneration Report
https://motodynamics.gr/e
n/investor-relations/
21/05/2
Draft resolutions on each item on the agenda
of the Annual General Meeting
https://motodynamics.gr/e
n/investor-relations/
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
101
025
21/05/2
025
Invitation to the Annual General Meeting of
Shareholders
https://motodynamics.gr/e
n/investor-relations/
General Announcements
Date
Announce
ment
web address
Remarks
20/11/2
025
Free Allocation of Treasury Shares
https://motodynamics.gr/e
n/investor-relations/
14/11/2
025
Share subscription agreement and
shareholders’ agreement with “P.M.
TSERIOTIS LTD” for “BLUE HORIZON
MOBILITY SINGLE-MEMBER S.A.”
https://motodynamics.gr/en/
investor-relations/
26/09/2
025
Announcement of Disclosure of a
Transaction by a Liable Person
https://motodynamics.gr/e
n/investor-relations/
30/07/2
025
Notification of the renaming of a committee
for the posting of regulations and policies on
the company's website and the appointment
of a new head of corporate announcements
https://motodynamics.gr/en/
investor-relations/
30/07/2
025
Announcement of the amendment of the
Rules
of Operation
https://motodynamics.gr/e
n/investor-relations/
30/07/2
025
Announcement of Free Allocation of Treasury
Shares
https://motodynamics.gr/e
n/investor-relations/
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A, styled
MOTODYNAMICS S.A.
NOTES TO THE ANNUAL COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2025
(All amounts are shown in EUR unless otherwise stated)
102
30/07/2025
Announcement of Semi-Annual Financial
Statements
https://motodynamics.gr/e
n/investor-relations/
12/06/2025
Announcement on the Conclusion of a
Cooperation Agreement with “NIO NEXTEV
EUROPE HOLDING B.V.”
https://motodynamics.gr/e
n/investor-relations/
30/05/2025
Announcement of “AUTODIRECT SINGLE-
MEMBER S.A." as an Authorized TOYOTA
Dealer for the Prefecture of Cyclades
https://motodynamics.gr/en/
investor-relations/
30/04/2025
Annual Results for 2024
https://motodynamics.gr/e
n/investor-relations/
14/02/2025
Announcement on the conclusion of
cooperation agreement with TOYOTA Hellas
S.A.
https://motodynamics.gr/e
n/investor-relations/
03/02/2025
Financial Calendar Announcement
https://motodynamics.gr/e
n/investor-relations/
Note: The announcements of the referral table are also posted on the website of the Athens Exchange:
http://www.athexgroup.gr/en/
AVAILABILITY OF FINANCIAL STATEMENTS
The annual financial statements, the auditors’ certificates, and the reports of the Boards of Directors of the companies
included in the consolidated financial statements of the Company are posted on the Company’s website
(www.motodynamics.gr ), where they will remain available to the investing public for a period of at least five (5) years
from the date of their preparation and publication.