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1 LAVIPHARM S.A. INDUSTRIAL AND COMMERCIAL PHARMACEUTICALS, CHEMICALS AND COSMETICS SOCIÉTÉ ANONYME Société Anonyme Register No 14010 / 06 / Β / 86 / 69 General Commercial Register (GEMI) No: 298301000 Agias Marinas Street - GR-19002 Paiania ANNUAL FINANCIAL REPORT FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2024 BASED ON ARTICLE 4 of LAW 3556/2007
2 CONTENTS 1. Statements of the Directors ……………………………………………………………….……3 2. Certified Public Auditor-Accountant's Audit Report ………………………….……….……...4 3. Annual Report of the Board of Directors …………………………………………….……….10 4. Explanatory Report of the Board of Directors ………………………………..……………...31 5. Corporate Governance Statement …………………………………………………………….33 6. Annual Financial Statements …………………………………………………………………..66 7. Report on the Use of Funds raised from the share capital increase in cash ……………………………………..……………………………......138
3 1. Statements of the Directors Statements of the Directors (in accordance with Article 4(2) of Law 3556/2007, as currently in force). We, the following persons 1. Minas Tanes, Chairman of the Board of Directors 2. Telemaque Jean Lavidas, Chief Executive Officer 3. Panagiotis Giannouleas, Deputy Chief Executive Officer HEREBY DECLARE that, to the best of our knowledge: a. the attached consolidated and separate Financial Statements of the company ‘LAVIPHARM S.A.’ for the financial year from 1 January 2024 to 31 December 2024, which were prepared in accordance with the applicable accounting standards, truthfully depict the assets, liabilities, equity and income statement of LAVIPHARM S.A. and the enterprises included in the consolidation and considered as a whole; and b. the attached Report of the Board of Directors truthfully depicts the development, performance and position of LAVIPHARM S.A., as well as the companies included in the consolidation considered as a whole, including the description of the main risks and uncertainties they face Paiania, 03 April 2025 THE CHAIRMAN OF THE BOARD Chief Executive Officer Deputy Chief Executive Officer MINAS TANES TELEMAQUE JEAN LAVIDAS PANAGIOTIS GIANNOULEAS
4 . Έκθ Ελέγχου Ανεξάρτητου Ορκωτού Ελεγκτή Λογιστή Independent Auditor’s Report To the Shareholders of «LAVIPHARM S.A., INDUSTRIAL COMPANY OF PHARMACEUTICAL, CHEMICAL AND COSMETIC PRODUCTS» Report on the Separate and Consolidated Financial Statements Opinion We have audited the separate and consolidated financial statements of LAVIPHARM S.A. Industrial Company of Pharmaceutical, Chemical and Cosmetic Products (the Company), which comprise the separate and consolidated statements of financial position as at December 31, 2024, the separate and consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements that include significant accounting policy information. In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company "LAVIPHARM S.A. Industrial Company of Pharmaceutical, Chemical and Cosmetic Products" and its subsidiaries (the Group) as at December 31, 2024, their financial performance and cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the European Union. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated into the Greek Legislation. Our responsibilities, under those standards are further described in the “Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements” section of our report. We are independent of the Company and its subsidiaries in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) incorporated into the Greek Legislation and ethical requirements relevant to the audit of separate and consolidated financial statements in Greece and we have fulfilled our other ethical responsibilities in accordance with these requirements 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 judgement, were of most significance in our audit of the separate and consolidated financial statements of the current year. These matters as well as the related 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 express a separate opinion on these matters.
5 Key audit matters How our audit addressed the key audit matter Assessment of impairment of investment in subsidiaries (only separate financial statements) As at December 31, 2024 the Company has recognised investments in subsidiaries of € 23.03 mil. In accordance with IFRS requirements, Management tests investments in subsidiaries at the end of every annual reporting period only when there are indications of impairment. The above assessment requires a significant degree of judgement. The impairment test requires the identification of the recoverable amount of every Cash Generating Unit (CGU) as the higher of the fair value less costs to sell and value in use. The determination requires Management's judgement about the future cash flows of the above units (related to variables such as the rate of revenue growth, capital and operating expenditures) and the discount rates applied to the projections of future cash flows. Based on the results of the impairment test, during the year ended December 31, 2024, no impairment loss on investments in subsidiaries was recognized in the separate financial statements. Given the materiality of the investment in subsidiaries item in the separate financial statements, the degree of subjectivity in the assumptions on which the impairment analysis is based and the significant judgements and estimates required from the management, we consider assessment of impairment of investments in subsidiaries to be one of the key audit matters. The Company’s disclosures relating to the accounting policy for measurement of investments in subsidiaries as well as the judgements and estimates used for assessment of the impairment are included in notes 1, 3.1, 3.9 and 13 to the separate and consolidated financial statements. Our audit approach was risk-based and included, among others, the following procedures: We reviewed the Management's estimates with respect to whether there were any indications of impairment of investments in subsidiaries. We assessed the suitability of the methods used to determine the recoverable amount and the reasonableness of the key assumptions and estimates of future cash flows. We assessed the Management's ability to prepare reliable business plans, which form the basis for the valuations used to determine the recoverable amount. Among other things, we compared the key budgeted amounts with the actual financial sizes. We examined the mathematical accuracy of the discounted cash flow models. We assessed the calculation of the sensitivity analysis of the underlying basic assumptions and the potential impact on the recoverable amount of the investments. We required the contribution of an expert for the above procedures and where deemed necessary. We assessed the adequacy of the related disclosures in the financial statements according to the requirements of IFRS. Other information Management is responsible for the other information. The other information included in the Annual Financial Report includes the Board of Director’s Report, the reference to which is made in the “Report on Other Legal and Regulatory Requirements” section of our Report and Statements of the Members of the Board of Directors but does not include the financial statements and our auditor’s report thereon. Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
6 In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information identified above when it becomes available 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 our audit, we conclude that there is a material misstatement therein, we are required to communicate that matter to those charged with governance. No such issue has arisen. Responsibilities of Management and Those Charged with Governance for the separate and consolidated Financial Statements Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with the IFRSs as adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s and 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 management’s intention is to proceed with liquidating the Company and the Group or discontinuing its operations or unless the management has no other realistic option but to proceed with those actions. The Company’s Audit Committee (Article 44, Law 4449/2017) 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 an aggregate 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, incorporated into the Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements. As part of an audit in accordance with ISAs, incorporated into the 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 that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s or 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.
7 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. Design and conduct our audit of the Group in order to obtain sufficient and appropriate audit evidence about the financial information of the entities or business units within the Group as a basis to form audit opinion on the financial statements of the Group. We are responsible for the review of the audit procedures performed for the Group audit purposes. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with the governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. Report on Other Legal and Regulatory Requirements 1. Management Report of the Board of Directors Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report and the Corporate Governance Statement included in this report, according to the provisions of paragraph 1, cases aa', ab' and b', of Aticle 154C of Law 4548/2018, we note the following: a) The Management Report of the Board of Directors includes a statement of corporate governance that provides the information required by Article 152 of Company Law 4548/2018. b) In our opinion, the Management Report of the Board of Director’s has been prepared in accordance with the legal requirements of articles 150 and 153 of Law 4548/2018, excluding the requirement to submit a sustainability report under paragraph 5A of article 150 of the same law and the content of the report is consistent with the accompanying separate and consolidated financial statements for the year ended December 31, 2024. c) Based on the knowledge we obtained during our audit, we have not identified any material misstatements in the Management Report of the Board of Directors in relation to the Company “LAVIPHARM S.A., Industrial Company of Pharmaceutical, Chemical and Cosmetic Products” and its environment 2. Additional Report to the Audit Committee Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the additional report to the Company’s Audit Committee in accordance with Article 11 of the European Union (EU) Regulation 537/2014. 3. Provision of non-audit services We have not provided the prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014. No prohibited non-audit services provided by us to the Company and its subsidiaries during the financial year that ended December 31, 2024, are disclosed in note 7 to the accompanying separate and consolidated financial statements.
8 4. Auditor's Appointment We were appointed as the Company’s Certified Accountants for the first time by the decision of Annual Regular General Meeting of Shareholders on 16/06/2017. Our appointment has been, since then, successively renewed for 8 consecutive years by the decisions of Annual Regular General Meeting of the Company's shareholders. 5. Operating Regulations The Company has in place operating regulations in accordance with the content provided by the provisions of article 14, Law 4706/2020. 6. Assurance Report on financial statements in European Single Electronic Format (ESEF) Subject Matter We have undertaken a reasonable assurance engagement to review the digital records of “LAVIPHARM S.A., Industrial Company of Pharmaceutical, Chemical and Cosmetic Products” (hereinafter “the Company and/or the Group), prepared in accordance with the European Single Electronic Format (ESEF), which comprise the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2024, in XHTML, as well as the provided XBRL (“213800USC69CRPRGWJ15-2024-12-31-el.zip”) with the appropriate mark- up, on the aforementioned consolidated financial statements including other explanatory information (Notes to financial statements) (hereinafter (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 prepared in accordance with the Commission Delegated Regulation (EU) 2018/815 as amended by the Commission Delegated Regulation (EU) 2020/1989 (hereinafter the ESEF Regulation) and the European Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia, the following requirements: All annual financial reports shall be prepared in XHTML format. For the consolidated financial statements in accordance with IFRS, financial information included in the Statements of Comprehensive Income, Financial Position, Changes in Equity and Cash Flows, as well as the financial information included in other explanatory information shall be marked-up with XBRL (XBRL ‘tags’ and “‘block tag”’), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards. Responsibilities of management and those charged with governance Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2024, in accordance with the Applicable Criteria, and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibilities Our responsibility is to issue this Report in respect of the assessment of the Subject Matter, based on our assurance engagement, as described below in the section "Scope of the Engagement”. We conducted our work in accordance with the International Standard on Assurance Engagements 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” (hereinafter ISAE 3000”). ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance to evaluate the Subject Matter in accordance with the Applicable Criteria. As part of the procedures performed, we assess the risk of material misstatement of information related to the Subject Matter.
9 We consider that the evidence we have obtained is sufficient and appropriate and supports the conclusion reached in this assurance report. Professional ethics and quality management We are independent of the Company and the Group during our entire assignment and we have complied with the requirements of the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) the ethical and independence requirements of Law 4449/2017 and Regulation (EU) 537/2014. Our auditing firm applies the 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 accordingly, operates a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Scope of engagement The assurance procedure we performed covers, in a limited way, the items included in the BoD Resolution 214/4/11- 02-2022 of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines in relation to the work and assurance report of the Statutory Auditors on the European Single Electronic Reporting Form (ESEF) of the issuers with securities listed on a regulated market in Greece", as issued by the Institute of Certified Public Accountants of Greece (SOEL) on 14/02/2022, so as to obtain reasonable assurance that the financial statements of the Company prepared by the Management comply in all material respects with the Applicable Criteria. Inherent limitations Our work covered the items listed in the "Scope of Engagement" section to obtain reasonable assurance based on the procedures described. In this context, the work we performed could not provide absolute assurance that all matters that could be considered material weaknesses would be disclosed. 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 December 31, 2024, in XHTML format, as well as the provided XBRL file “213800USC69CRPRGWJ15-2024-12-31-el.zip” with the appropriate mark- up on the above consolidated financial statements, including the Notes, have been prepared, in all material respects, in accordance with the Applicable Criteria. Athens, April 03, 2025 The Certified Public Accountant Auditor Eleftherios Koutsopoulos Registry Number SOEL 44651
10 3. Annual Report of the Board of Directors Lavipharm S.A. Pharmaceuticals, Chemicals and Cosmetics Société Anonyme Board of Directors’ Report for the year from 1 January to 31 December 2024 (in accordance with the provisions of Article 4 of Law 3556/ 2007) This Annual Report of the Board of Directors (hereinafter "the Report") of the company ‘Lavipharm S.A.’ (hereinafter "the Company") concerns the period from 1 January 2024 to 31 December 2024. The Report was prepared in accordance and is harmonised with the relevant provisions of Articles 150 to 154 of Law 4548/2018, Law 3556/2007 (Government Gazette, Series I, Issue 91/30.04.2007) and the executive decisions issued thereon by the Hellenic Capital Market Commission and in particular Decision No 8/754/14.04/2016 of the Board of Directors of the Hellenic Capital Market Commission, as in force following its amendment by Decision No 12A/889/31.08.2020 of the Board of Directors of the Hellenic Capital Market Commission. This Report provides general information about the Company and its Subsidiaries (hereinafter referred to together with the Company as "the Group"), as well as financial and non-financial information. The aim is to provide general information to shareholders and the investing public on the financial situation, results, overall course and changes that occurred during the financial year from 1 January 2024 to 31 December 2024, as well as the important events which occurred and their impact on the financial statements for the same financial year. Furthermore, the main risks and uncertainties faced by the Group are described and the most important transactions with related parties are presented. The Report is included, together with the financial statements of the Company and the Group and the other details and statements required by law, in the Annual Financial Report concerning the 2024 financial year that has ended. The Financial Statements (consolidated and separate), the Audit Report of the Certified Public Accountant- Auditor and the Management Report of the Board of Directors of Lavipharm S.A. have been posted at: https://www.lavipharm.com. The Financial Statements and Audit Reports of the Certified Public Accountants-Auditors concerning the companies of the Lavipharm Group that are consolidated and are not listed (in accordance with Decision No 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission) are posted at the following address: https://www.lavipharm.com. FINANCIAL DATA, DEVELOPMENT AND PERFORMANCE DURING THE REPORTING PERIOD 1. Overview of Financial Data The course of the Group and the Company is reflected in the year’s results and, more specifically: In 2024, the Group's consolidated Revenue increased by 10.7% to EUR 52.95 million from EUR 47.84 million in 2023, impacted by rebates and clawbacks amounting to EUR 8.06 million compared to EUR 6.50 million in 2023. The Gross Profit amounted to EUR 25.08 million in 2024 compared to EUR 22.15 million in 2023. The Group's consolidated Revenue before rebates and clawbacks reached EUR 61.01 million compared to EUR 54.34 million in 2023. The Group's adjusted EBITDA (from continuing & discontinued operations) amounted to EUR 10.39 million compared to EUR 9.10 million in 2023, marking an increase of 14.2%. Similarly, the consolidated Earnings Before Interest and Taxes (EBIT) (from continuing & discontinued operations) amounted to EUR 5.88 million
11 compared to EUR 5.20 million in 2023. The consolidated Profit Before Tax for 2024 reached EUR 3.60 million compared to EUR 3.22 million in 2023. The net profit attributable to the Company's shareholders amounted to EUR 8.98 million compared to EUR 1.87 million in 2023. This significant increase was driven by a tax benefit totaling EUR 6.3 million from the liquidation of subsidiaries. The adjusted EBITDA and EBIT of the Group and the Company are as follows: CALCULATION TABLE OF EBITDA FROM CONTINUING OPERATIONS GROUP COMPANY 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 Earnings before tax from continuing operations 3,604 3,219 4,384 3,399 Financial results 1,934 1,957 286 2,241 Depreciation & Amortization 4,580 4,214 4,076 3,894 EBITDA (before adjustments for financial and investment results) 10,118 9,390 8,746 9,534 Adjustments: Bonds’ valuation (0) (89) (0) (89) Equity shares valuation - (1) - - Investment properties’ valuation (157) (367) (157) (367) Total adjustments (158) (458) (158) (457) EBITDA (after adjustments) from continuing operations 9,960 8,932 8,589 9,077 CALCULATION TABLE OF EBITDA FROM DISCONTINUED OPERATIONS GROUP 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 Earnings before tax from discontinued operations 315 (92) Financial results 26 117 Depreciation & Amortization 85 139 EBITDA (before adjustments for financial and investment results) from discontinued operations 427 164 Adjustments: Bonds’ valuation (0) (0) Total adjustments (0) (0) EBITDA (after adjustments for financial and investment results) from discontinued operations 427 164 EBITDA (after adjustments for financial and investment results) from continuing & discontinued operations 10,387 9,096 CALCULATION TABLE OF EBIT FROM CONTINUING OPERATIONS GROUP COMPANY 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 Operating profit before financial results and taxes from continuing operations 5,538 5,176 4,670 5,640 EBIT (before adjustments for financial and investment results) 5,538 5,176 4,670 5,640 EBIT margin (before adjustments) 10.5% 10.8% 12.8% 16.4% Adjustments: Bonds’ valuation (0) (89) (0) (89) Equity shares valuation - (1) - - Investment properties’ valuation (157) (367) (157) (367) Total adjustments (158) (458) (158) (457) EBIT (after adjustments) from continuing operations 5,380 4,718 4,513 5,183 EBIT margin (after adjustments) 10.16% 9.86% 12.34% 15.05%
12 CALCULATION TABLE OF EBIT FROM DISCONTINUED OPERATIONS GROUP 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 Operating profit before financial results and taxes from discontinued operations 342 25 EBIT (before adjustments for financial and investment results) from discontinued operations 342 25 EBIT Margin 9.8% 0.3% Adjustments: Stock valuation (0) (0) Total adjustments (0) (0) EBIT (after adjustments) from discontinued operations 341 25 EBIT margin (after adjustments) 9.8% 0.3% EBIT ( before adjustments) from continuing and discontinued operations 5,880 5,201 EBIT margin (before adjustments) from continuing and discontinued operations 10.4% 9.0% EBIT (after adjustments) from continuing and discontinued operations 5,722 4,743 EBIT margin (after adjustments) from continuing and discontinued operations 10.1% 8.2% Regarding the financial figures of the parent company Lavipharm S.A., sales in 2024 amounted to EUR 36.58 million, compared to EUR 34.45 million in 2023, impacted by rebates and clawbacks totaling EUR 2.43 million versus EUR 1.50 million in 2023. The Gross Profit, equally affected by these charges, amounted to EUR 14.67 million from EUR 13.44 million in 2023. The adjusted EBITDA of the parent company stood at EUR 8.59 million, compared to EUR 9.08 million in 2023, while the adjusted EBIT was EUR 4.51 million versus EUR 5.18 million in 2023. The Company’s results showed a profit before tax of EUR 4.38 million compared to EUR 3.40 million in 2023, while net profits amounted to EUR 8.70 million compared to EUR 2.36 million in 2023. It should be noted that the results of the previous fiscal year 2023 were impacted by a provision for impairment of investment in the subsidiary LAS amounting to EUR 0.84 million, whereas the results of the current fiscal year benefited from the liquidation of this subsidiary by EUR 1.07 million. Finally, the results of the 2024 fiscal year were further strengthened by the recognition of a deferred tax income of EUR 5.6 million due to the liquidation of subsidiaries. MAJOR EVENTS DURING THE FINANCIAL YEAR In February 2024, the first locally produced prescription pharmaceutical cannabis product was launched in the Greek market. In May 2024, the pharmaceutical products Lonarid N® and Lonalgal® became available, following their acquisition agreement at the end of 2023. In June 2024, the pharmaceutical product Flagyl® was launched, following its acquisition agreement at the end of 2023. The pharmaceutical warehouse and third-party logistics (3PL) services were discontinued. The distribution of the Group's products and goods was assigned to Diakinisis S.A. On July 9, 2024, the Company's Annual General Meeting approved a share capital increase of EUR 246,766.50 by capitalizing an equal amount from the "Share Premium" account and issuing 822,555 new common registered shares with voting rights, each with a nominal value of EUR 0.30. As a result, the Company's nominal share capital increased to EUR 50,607,311.10, divided into 168,691,037 common registered shares with voting rights, each with a nominal value of EUR 0.30. This capital increase was part
13 of the implementation of the Stock Reward approved by the Extraordinary General Meeting of Shareholders on May 26, 2023. On December 20, 2024, the General Commercial Registry (GEMI) registered, under number 5075242, the General Meeting minutes of December 17, 2024, which approved the liquidation balance sheet of the subsidiary Lavipharm Active Services MAE, finalized on December 12, 2024. Following this approval, the subsidiary was deregistered from GEMI. On August 5, 2024, GEMI registered decision number 9289 - 05/08/2024, approving the dissolution and liquidation of the subsidiary Lavipharm Dermocosmetics MAE, in accordance with the decision of its General Meeting of Shareholders on August 2, 2024. In December 2024, the General Meeting of Shareholders of the subsidiary Lavipharm Limited decided to dissolve and liquidate the company. On December 30, 2024, a share purchase agreement was signed for the entire share capital of PHARMA PLUS PHARMACY SERVICES S.A. (the "Company") to Diorama Investments II RAIF, S.C.A., an investment fund managed by Deca Investments AEDOEE. The purchase price includes a fixed amount of EUR 1.5 million and a variable amount based on the company's future financial performance. The transfer of shares and payment of the fixed amount took place in January 2025. DEVELOPMENT AND PERFORMANCE OF THE GROUP'S ACTIVITIES In the international market, the Group achieved sales of EUR 24.5 million compared to EUR 26.3 million in the corresponding period last year, recording a decline of 6.8%, mainly due to the fentanyl product in the German market. In order to compensate for these sales, Management is already exploring the possibility of entering new markets as well as opportunities for collaboration with other distributors. In Greece, the pharmaceutical sector achieved sales of EUR 28.3 million compared to EUR 21.1 million in the corresponding period last year, recording an increase of 33.6%. The pharmaceutical products that contributed the most in value to domestic sales in 2024 are: Betadine 21.5% – Holds the #1 position with a market share of 47.2% in the antiseptics category, showing a growth rate of 21.1% in value, while the total market grows by 13.7%. Eleveon 8.6% – Shows a growth rate of 4.4% in the eplerenone market, while the total market grows by 7.1%. Memodrin 8.4% – Indicated for Mild Cognitive Impairment, it is the market leader in Nootropics with a 55.3% share in value, maintaining high growth rates (8.5%). Lonarid N & Lonalgal 7.8% – Indicated for moderate to severe pain, they hold a 47.0% market share in their respective analgesic drug category. Prostaplant 4.9% – Indicated for prostate cancer, it is the market leader in Leuprorelin with a 22.2% sales share in value. Rovastine 4.2% – Indicated for hypercholesterolemia, it holds a 2.7% market share, while continuing to show the highest growth rate (5.2%) in its category among 23 products. Fentanyl/Sandoz, in its second year on the market, already holds a market share of 13.5% in value, with growth of 140.6%.
14 Additionally, at the beginning of 2024, the fixed combination of lipid-lowering drugs for the treatment of Dyslipidemia, under the brand name Bezevor, was launched, achieving a market share of 2.4%. The two pharmaceutical cannabis products Maroxim and Erevron, which also became available from Lavipharm in 2024, hold a 72.9% market share. The Consumer Health Care (CHC) division of Lavipharm Hellas closed the year with a significant increase of 15.4% in value across its entire product range. DEFINITIONS AND AGREEMENT OF ALTERNATIVE PERFORMANCE MEASURES (APMs) In the context of making decisions concerning its financial, operational and strategic planning and the evaluation of its performance, the Group uses Alternative Performance Measures (APMs). These measures mainly help with better comprehending the financial and operating results of the Group, its financial position and the cash flow statement. Alternative Performance Measures (APMs) must always be considered in conjunction with the financial statements prepared in accordance with the IFRS and under no circumstances do they replace them.. Alternative Performance Measures In describing the Group's growth and performance, measures such as EBITDA (before and after adjustments), EBIT (before and after adjustments) and Net Debt are used. EBIT (Earnings before financial and investing activities and taxes) EBIT is derived directly from the financial statements of the Group and the Company, line ‘Operating profit (losses) before financial results and taxes’, and helps better analyse the operating results of the Group and the Company. Adjusted EBIT is calculated by excluding the impact of the valuation of investment property, bonds and equity shares. The EBIT margin (%) is calculated by dividing EBIT by total turnover. In 2024 the EBIT margin (continuing & discontinued operations) was 10.14% (2023: 8.23%) for the Group and 12.34% (2023: 15.05%) for the Company. EBITDA (Operating earnings before financial and investing activities, amortisation and depreciation, taxes). EBITDA also helps better analyse the operating results of the Group and the Company, and is calculated as earnings before tax plus depreciation and amortisation plus all financial results. Adjusted EBITDA is calculated as EBITDA plus/(less) losses/(profit) from the valuation of investment property, plus/(less) losses/(profit) from the valuation of bonds, plus/(less) losses/(profit) from the valuation of equity shares. The EBITDA margin (%) is calculated by dividing EBITDA by total turnover. In 2024, the EBITDA margin (continuing & discontinued operations) stood at 18.40% for the Group (2023: 15.78%) and 23.48% for the Company (2023: 26.35%).
15 Net Debt Net Debt is used to assess the capital structure of the Group and the Company and their leverage capacity. Net debt is calculated by adding long-term loans, the short-term portion of long-term loans, short-term loans, other financial liabilities, and financial liabilities related to leases under IFRS 16, and subtracting from the total the cash and cash equivalents. Net Debt in Euro million GROUP COMPANY 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Long-term borrowings (a) 22.35 23.70 21.94 22.92 Short-term borrowings (b) 11.47 8.68 4.93 2.58 Total borrowings (c) = (a) + (b) 33.82 32.37 26.87 25.50 Cash, cash equivalents and restricted cash (d) 5.59 8.43 3.83 7.58 Financial assets (Bank bonds and Greek treasury bills) (e) 0.00 0.50 0.00 0.50 Net Debt (f) = (c) - (d) - (e) 28.23 23.44 23.04 17.43 MAJOR EVENTS AFTER 31 DECEMBER 2024 - The transfer of 100% of the share capital of the subsidiary Pharma PLUS S.A. was completed. The initial profit from the sale amounted to approximately EUR 970 thousand, which will be recognized during the first quarter of 2025. According to the special terms of the agreement, the profit from the sale of the company may increase, depending on the amount of goodwill created. - A strategic commercial agreement was signed with the multinational pharmaceutical company iNova Pharmaceuticals, owner of, among others, the well-known Betadine® brand. The agreement concerns the rights to commercialize a new Lavipharm antiseptic product from iNova in 60 countries. It is an over-the- counter (OTC) pharmaceutical preparation that was developed by Lavipharm's research laboratories in Greece, has already received marketing approval from the first competent European authorities, and sales are projected to start in the last quarter of the year. Lavipharm will produce the product at its facilities in Paiania for the majority of international markets, while it will also proceed with its launch in Greece. - The installation of the new production line for transdermal systems at the plant in Paiania was completed. Its operation will allow for more than double production capacity for transdermal systems. - In March 2025, the investment property in the Rouf area was sold to a third party for a price of EUR 700. PROSPECTS AND DEVELOPMENT OF THE GROUP FOR THE 2025 FINANCIAL YEAR The strategy of the Company and of the Group aims at: Strengthening sales of the clonidine transdermal patch in Italy under the trade name Catapresan and expanding its presence in major European countries according to an already developed business plan. Development, licensing, production, and commercialization of new pharmaceutical products primarily intended for international markets. Within this framework, in January 2025, a strategic commercial agreement was signed with the multinational pharmaceutical company iNova Pharmaceuticals, the owner of the well-established brand Betadine®. The agreement concerns the rights to commercialize a new Lavipharm antiseptic product from iNova in 60 countries. It is an over-the-counter (OTC) pharmaceutical preparation that was developed by Lavipharm's research laboratories in Greece, has already received marketing approval from the first competent European authorities, and sales are
16 projected to start in the last quarter of the year. Lavipharm will produce the product at its facilities in Paiania for the majority of international markets, while it will also proceed with its launch in Greece. Seeking new opportunities for acquiring dossiers of already developed pharmaceutical products, as well as acquiring the rights to pharmaceutical products that are already available in the Greek and international markets. Expanding collaboration with the generic drug manufacturer ZENTIVA by promoting new generic pharmaceutical products in the Greek market, which will be introduced gradually over the coming years. In April 2024, the Group reached an agreement to extend the collaboration until June 2029. Expanding the cannabis product portfolio in partnership with TIKUN Europe, a pioneering pharmaceutical company in the research, development, and production of pharmaceutical cannabis products in Greece. TIKUN Europe's new product lines include final pharmaceutical cannabis products exclusively produced at its facility in Greece. As part of this collaboration, in July 2024, Lavipharm extended the initial contract (which was initially for five years with an option for further renewal) for an additional five years (until December 2033) for a total price of EUR 3.2 million. Expanding the factory's production capacity. Within this framework, in March 2025, the installation of a new transdermal drug production line at the Paiania factory was completed. Its operation allows for more than doubling the production capacity of transdermal systems. MAIN RISKS AND UNCERTAINTIES General Information The Company and the Group are exposed to the following risks: Business risks Credit risk Liquidity risk Market condition risk Operational risk Climate change risk Business risks The Group is exposed to risks deriving from the general economic uncertainty characterising the Greek market, which are particularly increased in its industry due to the influence of the economic and/or other measures adopted by the State from time to time. In this context, the Group proceeds with appropriate steps for the reorganisation, rationalisation of cost and improvement of operating cash flows in order to adapt to the new reality and be able to leverage all possibilities offered by the market.
17 Credit risk Credit risk is the risk of loss if a customer or third party in a financial instrument transaction fails to perform their contractual obligations. It mainly concerns trade receivables and the provision of financial guarantees to subsidiaries. It is Group policy for financial guarantees to be provided solely from the parent company to subsidiaries. The carrying amount of financial assets represents the maximum possible exposure of the Group and of the Company to credit risk. Given the current economic environment, there does not appear to be greater exposure to this risk, as the majority of sales are to major pharmaceutical wholesalers with satisfactory payment behaviour. There is greater exposure to this risk from pharmacist customers, when they collect EOPYY (National Organisation for the Provision of Health Services) debts after they become overdue. Liquidity risk Liquidity risk concerns to the Company’s and the Group’s ability to meet their financial obligations as they fall due. The approach adopted by the Company and the Group is to ensure that they always have sufficient liquidity to meet their obligations when they fall due, under both ordinary and difficult circumstances. In order to avoid liquidity risks, the Company and the Group prepare a projection of annual cash flows when drafting the annual budget, as well as a rolling monthly projection, in order to ensure that they always have sufficient cash reserves to cover their operational needs, including meeting their financial obligations. This policy does not take into account the impact of sudden changes in the pricing, rebate and clawback policy implemented by the Greek State in the pharmaceutical industry or unforeseeable circumstances. Additionally, ongoing changes in the seamless operation of procurement, sales, transportation and collections may give rise to new conditions that the Company examines with the aim of protecting its capital as far as possible. Moreover, in December 2023, the Company entered into a bond loan agreement with OPTIMA Bank (75% coverage) and Eurobank (25% coverage) in order to refinance the Group's existing borrowing. The loan has a duration of seven years and is payable in six-monthly instalments. Collateral on Company properties was provided as security for the bond loan. The Company and the Group also have additional lines of credit with associated banks. A further breakdown of liquidity risk can be found in the notes on the annual financial statements. Market condition risk Market condition risk is the risk of changes in rates, such as exchange rates and interest rates, which affect the results of the Company and the Group or the value of their financial instruments. Almost all Group transactions with countries other than Greece take place in euro. Additionally, the Company is not exposed to exchange rate risk as regards its loan obligations, given that all such obligations are denominated in euro. Market condition risk also concerns changes to health expenditure policy (which leads to decreased medicine prices), changes to the positive list of reimbursed prescribed medicines, imposition of extraordinary taxes and/or contributions on pharmaceutical companies, strikes in the pharmacy and/or pharmaceutical wholesaler industries, etc., which adversely affect sales and the results of the Group's companies active in the Greek market. The Group and the Company meet their working capital needs through bank loans and, as a result, its results include debit interest. Rising interest rates will have a negative impact on results, as the Company and the
18 Group bear additional borrowing costs. The Company and the Group do not use financial derivatives and hedging instruments in order to address interest rate risk. Operational risk Operational risk is the risk of direct or indirect losses resulting from causes related to the procedures, staff, technology and infrastructure of the Company, as well as external factors (save credit risk, market risk and liquidity risk), as these arise from legislative and regulatory requirements and generally acceptable corporate conduct standards. Operational risks arise from all Company works. The Company aims to manage operational risk in order to avoid the risk of financial losses and reputational risk. General standards have been put in place in order to manage operational risk; these include appropriate segregation of duties, tallying and monitoring of transactions, compliance with regulatory and other legal requirements, etc. Climate change risk The challenges posed by climate change can lead to potential damage to our facilities due to extreme weather events, power outages, fluctuations in raw material prices and supply chain disruptions, as well as non-compliance with relevant environmental laws and regulations. The Group is committed to managing and facing these challenges and works systematically to minimise any possible negative impact and proactively address risks throughout the scope of its business operations. In the same context, the Group complies with the current environmental legislation and relevant provisions, incorporates sustainable practices, and its strategy is based on the principles of environmental protection that it applies to both its products and its services. More details can be found in the non-financial information section appended to the attached annual report. Based on the foregoing, the financial impact has been taken into account in the accounting estimates to the extent that it can be assessed at present. In addition, the challenges associated with climate commitments undertaken have been examined, and the Group has not identified additional issues that could have a material impact on its financial statements. Risk from geopolitical developments in Ukraine and the Middle East The Group and the Company do not operate in the geographical areas in question and therefore do not face and are not expected to face a direct impact on their operations. CAPITAL MANAGEMENT The Board of Directors of the Company follows a policy of retaining a sufficient capital base over the long term, in order to ensure the confidence of investors, creditors and the market in the Company and allow for future growth of its activities. The long-term restructuring of the Company's loans is making a positive contribution in this direction. The capability of servicing the Company's loan obligations is monitored using the Net Debt/EBITDA and EBITDA/Net Debit Interest measures. Net debt is the sum of short-term and long-term loan obligations as well as short-term and long-term lease obligations less cash and cash equivalents. There were no changes during the financial year in the approach adopted by the Company in relation to capital management.
19 Equity shares: The Company did not purchase its own equity shares during the 2024 financial year (the same applies to 2023). Branches: The Company and its subsidiaries have no branches (the same applies to 2023). Financial derivatives: The Company and its subsidiaries do not use financial derivatives. Research and development: Through continuous research and development into new pharmaceutical technologies and products, LAVIPHARM aims to continuously improve the quality of human life. The range of its technologies and its research capabilities allow the company to carry out operations in the development of advanced drug delivery systems, being able to offer multiple solutions suitable for creating specific pharmaceutical preparations. LAVIPHARM's research activities are focused on new drug delivery technologies, with emphasis mainly placed on the technology of Transdermal Drug Delivery Systems, as well as on other systems with local action. Transdermal Drug Delivery Systems are one of the most popular ways to administer drugs. These are patches that are attached to specific parts of the body and allow certain medicinal substances to penetrate the layers of the skin and enter the blood or the diseased part of the human body. Today, there are several Transdermal Systems in various stages of development that focus on more than 70 molecules (active substances). Another technology designed to administer active ingredients, intended for local action, is that of the liquid patch through which, by using suitable polymers, a gel is created, which, after being applied the skin, has the property of turning into a thin film. The film achieves local administration of active substances. This technology can be used to develop both pharmaceuticals and medical devices. Lavipharm's Research and Development department undertakes the development of various systems, starting with the laboratory production of formulas, from the first tests to the completion of the pilot productions, their analysis using advanced and innovative machines and their continuous monitoring through various studies. More specifically, the department develops the production methods by determining the initial parameters, selects the final raw and other materials for the production of these products, transfers them from the laboratory to the pilot production, taking into account the materials used in the composition of the products, the processes and the critical parameters for their successful industrial production. It then lays down the foundations and participates in the tech-transfer of production methods. At the same time, it develops the analytical methods, carries out their validation as well as their tech-transfer to the company's Quality Control department. Part of the Research and Development activities is also finding high-quality external associates, mainly Contract Research Organisations (CROs), a critical parameter for conducting clinical studies and, by extension, introducing successful products to the market. Non-Financial Information Lavipharm Group, with a history dating back to 1911, is one of the most recognizable pharmaceutical groups. The Group has a strong presence both in Greece and internationally and it has been established as a leader in its sector, offering innovative solutions that address the needs of modern healthcare.
20 Today, the Group operates across the entire pharmaceutical industry spectrum, from the research and development of advanced therapies to the production, import, marketing, and distribution of pharmaceuticals, cosmetics, and healthcare products. With continuous investment in technology and scientific innovation, Lavipharm develops specialized pharmaceutical products, gaining expertise and recognition on a global scale. Lavipharm continually expands its presence in global markets by forming strategic partnerships with leading pharmaceutical companies and organizations. With a strong international network, it contributes to the overall improvement of health and quality of life, ensuring access to high-quality pharmaceutical products and wellness solutions for everyone. Remaining true to its commitment to sustainable growth and corporate responsibility, Lavipharm Group continues to innovate, addressing the challenges of the modern pharmaceutical sector and enhancing patients' quality of life. Business Model The Group's business operations are structured to reflect its strategic goals, showcase the diversity of its activities, and integrate the factors that have driven its growth. Its organizational framework ensures that its vision is closely aligned with its day-to-day operations, while also enabling it to quickly adapt to changing market conditions and the broader business environment.
21 Sustainability at the Core of the Strategy Lavipharm has integrated sustainability into its strategic and daily operations, ensuring that its decisions contribute to both business growth and social and environmental responsibility. Every action it undertakes, regardless of its nature, is aimed at sustainable development, ensuring that the Group’s progress does not negatively impact the surrounding social and environmental landscape. This strategy forms the foundation of its continued success and contributes to its long-term value. Commitment to Responsible Business Practices Lavipharm considers that responsibility towards society and the environment is an integral part of its business operations. Through the implementation of sustainable practices, the Group ensures that its growth generates not only economic value but also has a positive social and environmental impact. Every decision made incorporates the principles of responsible development, ensuring that the future will be sustainable for future generations. Sustainable Development Pillars: Environment, Society, Governance Lavipharm's sustainability strategy is based on three fundamental pillars: environmental protection, the enhancement of social well-being, and responsible governance. Through specific actions to reduce its ecological footprint, the Group contributes to the preservation of the environment for future generations. At the same time, it supports social well-being by helping people and communities, while implementing transparent and ethical business practices that strengthen the Group's governance. These three pillars contribute to fostering social cohesion and economic growth. Sustainable Development Team Lavipharm has created a dedicated Sustainability Team, which is responsible for monitoring, implementing and evaluating all the Group's sustainability initiatives. This team ensures that all set objectives are strictly adhered to and that each action has the desired impact. Through active monitoring, Lavipharm ensures that sustainability is not just a theoretical principle, but a practice that leads to specific and measurable results, creating value for both the Group and society. Policies and Systems The Lavipharm Group, guided by Sustainable Development, has adopted specific policies and implemented the appropriate management systems, as well as the relevant processes, that define how business goals are achieved and support its responsible operations. Specifically, among others, it has established and implemented the following policies: Personal Data Protection Policy The Group is committed to protecting individuals' privacy by implementing appropriate technical and organizational measures to ensure data security. The policy outlines the purposes of data processing, the rights of data subjects, and the procedures followed to ensure compliance with applicable legislation. Whistleblowing Policy The whistleblowing system addresses breaches of the law, enhancing transparency, accountability, and inclusivity. The Group’s goal is to ensure adherence to the Code of Conduct by all stakeholders, protect human rights, and foster a safe working environment for all.
22 Operating Regulations Lavipharm ensures compliance with the applicable legal and regulatory framework and defines the duties and responsibilities of various departments and bodies within the Group, promoting transparency and responsible business practices. Code of Conduct Lavipharm’s Code of Conduct establishes the behavioral standards for all of the Group’s employees and suppliers, promoting responsible business practices. Its purpose is to ensure that the Group’s activities align with the principles of ethics, transparency, and social responsibility. The Code includes guidelines for the implementation and management of ethical issues, as well as procedures for reporting and addressing potential violations. Additionally, the certifications held by the Group are presented below: ISO 13485 ISO 13485 certification ensures that the Group’s quality management system complies with the strict requirements for the production and distribution of medical devices. It guarantees safety, quality, and compliance with the industry’s regulatory requirements. ISO 9001 ISO 9001 certification confirms that the Group implements an effective quality management system, focusing on continuous improvement and customer satisfaction. It covers all operations, from production to service, ensuring high-quality standards. Good Manufacturing Practices (GMP)Certification Compliance with Good Manufacturing Practices (GMP) Certification ensures that products are produced and controlled according to quality standards that guarantee their safety and effectiveness. Good Laboratory Practices (GLP) Certification Good Laboratory Practices (GLP) Certification ensures that non-clinical studies are conducted with reliability, accuracy, and consistency, according to internationally recognized standards. FDA Certification for Secondary Packaging of Transdermal Pharmaceutical Products FDA (U.S. Food and Drug Administration) certification ensures that the secondary packaging of the Group's pharmaceutical products complies with the strict regulatory standards of the United States. ENVIRONMENTAL ISSUES At Lavipharm, environmental protection is a core priority and an integral part of our business strategy. Aiming to reduce our environmental footprint, the Group adopts sustainable practices, investing in technologies and processes that minimize our impact on the ecosystem. At the same time, we cultivate a culture of environmental awareness, encouraging our employees and partners to integrate sustainable practices into their daily routines. Comprehensive Environmental Strategy Lavipharm follows strict environmental protection standards across all our activities, ensuring that product development and business operations are aligned with sustainability principles.
23 Our key action areas include: Reducing energy consumption by using advanced technologies and improving energy efficiency in production facilities. Promoting a circular economy through systematic recycling and reuse of materials. Managing water resources responsibly, ensuring water conservation and waste reduction. Monitoring environmental noise by optimizing air conditioning systems used to maintain pharmaceutical products. Energy Consumption and Emissions The Group has developed a comprehensive system for monitoring energy consumption across its production facilities, ensuring that opportunities for improvement are continuously identified. Recognizing the importance of reducing its carbon footprint, Lavipharm systematically records and evaluates the emissions generated by its business activities. The Group focuses on technologies and innovative solutions that enhance energy efficiency and help reduce its environmental impact. In 2024, the total energy consumption of the Group was 10.5 TJ, of which 81% came from electricity and 19% from thermal energy. The thermal energy primarily comes from the combustion of oil, which is used for heating production and administration buildings, as well as for operating steam generators, backup generators, and various machinery during the production process. Similarly, electricity is used for lighting needs, as well as for operating air conditioning units and other systems. Energy consumption 2023 2024 Electrical energy consumption (TJ) 8.97 8.50 Thermal energy consumption (TJ) 3.28 2.002 Total Energy Consumption (TJ) 12.25 10.50 Emissions **CO2 Direct emissions – Scope 1 (tCO2 e) 242.658 148.229 Indirect emissions – Scope 2 (tCO2 e) 1,331.220 1,179.955 Total emissions (tCO2 e) 1,573.878 1,328.184 **The coefficients listed in the most recent National Inventory Report (NIR) are used as conversion factors for final energy consumption in equivalent tonnes of CO2 emitted. Therefore, in the context hereof, they were drawn from the 2023 NIR and the DAPEEP files regarding the Guarantees of Origin and Energy Mix for the year 2023. The other coefficients were drawn from the databases and coefficients of the 2006 IPCC Guidelines for National Greenhouse Gas Inventories standard. Waste Management With guiding principle, a strong commitment to social responsibility and environmental sustainability, Lavipharm places great importance on the responsible management of the waste generated by its production activities. The company is focused on significantly reducing waste volumes by adopting practices that maximize recovery and minimize its environmental impact. The Group follows a comprehensive strategy based on two main pillars: • Reducing waste at the source, through optimized production processes and the efficient use of raw materials.
24 • Increasing the recycling rate by incorporating innovative practices and technologies that allow for the safe and effective treatment of waste produced. Separation and Alternative Management Methods For optimal waste utilization, Lavipharm implements source separation, ensuring that each type of waste follows the appropriate management process. Through this approach, recyclable materials are directed to certified recycling facilities, in accordance with the best environmental practices. Waste management indicators 2023 2024 Quantity of total waste (tn) 3,216 3,215 Recycling and energy recovery * (%) 6.68% 6.23% * Percentage of waste sent for recycling and energy recovery against all waste generated Water Consumption Lavipharm places great emphasis on the sustainable management of water resources, recognizing the importance of water as a precious natural resource. Through continuous monitoring of water consumption at its facilities, the company aims to optimize water use and reduce any losses due to leaks. At the same time, it implements water-saving practices, such as water reuse where possible and the improvement of its hydraulic systems. During the cleaning process, harmful substances such as heavy metals and toxic residues are removed, ensuring that the treated water meets the required environmental standards. Subsequently, the wastewater is treated at the Metamorphosis Waste Processing Center for further management, minimizing the risk of groundwater pollution. Investing in Our People Our people are the foundation of Lavipharm. Through them, we transmit our values, shape our corporate culture, and implement our strategy, driving the Group toward continuous growth and success. Our main priority is to create a work environment that fosters respect, responsibility, collaboration, and equality, ensuring that every employee feels valued and empowered. Commitment to Equal Treatment and Professional Development At Lavipharm, equal and fair treatment of all employees are non-negotiable principles. We aim for continuous professional development, offering growth opportunities within a framework that promotes transparency, integrity, and respect for human rights. We believe in the power of knowledge and continuous education, which is why we invest in training programs that enhance skills and broaden the perspectives of our people, strengthening both our culture and social responsibility. At the same time, Lavipharm implements policies that focus not only on improving the workplace culture but also on the sustainable operation of the Group. Our Workforce In 2024, the Group employed 299 people, reducing the total number of employees by 3% in comparison to 2023 (307 employees). The overall percentage of women in the Group for 2024 was 45.2%, while the percentage of men was 54.8%. The proportion of women in senior management positions exceeds 50%. All employees were employed in accordance with national and collective labor agreements.
25 Distribution of human resources by sex 2023 2024 Men 174 164 Women 133 135 Total 307 299 Age distribution of human resources 2023 2024 <30 30-50 51+ <30 30-50 51+ Men 22 83 69 15 88 61 Women 22 76 35 24 75 36 Total 44 159 104 39 163 97 Distribution of human resources by hierarchy level and age 2023 2024 <30 30-50 51+ <30 30-50 51+ Senior executives 0 9 8 0 5 9 Administrative employees 40 120 82 38 130 74 Labourers 4 30 14 1 28 14 Total 44 159 104 39 163 97 Workplace Environment The well-being and safety of our employees are top priorities. We are committed to creating a workplace where every employee feels protected, respected, and empowered. Social security is a fundamental principle for us, shaping an environment where collaboration and open communication thrive. Culture of Collaboration and Respect The Group bases its activities on fundamental values such as teamwork, inclusiveness, mutual respect, and responsibility, which guide our decisions and actions at every level. Through continuous communication and the open exchange of ideas, we empower our workforce, fostering a culture of collaboration and innovation. Talent Development and Acquisition At Lavipharm, we strive to attract and retain talented professionals who not only possess the necessary technical skills but also share our values. We believe a key factor for the success of an organization lies in its people. Therefore, we invest in continuous training, professional development, and the creation of an environment where employees can grow and thrive. During 2024, the Lavipharm Group made 62 hires. Specifically, 59.7% of the new hires were women. The Group also had 41 employee departures, with voluntary departures accounting for 65.9% (27 resignations).
26 Respect for Human Rights At Lavipharm, protection and respect for human rights are fundamental values and non-negotiable priorities. We recognize that our business activities must align with the principles of justice, equality, and human dignity. In parallel, we follow international standards and regulations, including the Universal Declaration of Human Rights by the United Nations, the guiding principles of the International Labour Organization (ILO), and the International Covenant on Civil and Political Rights. We are committed to operating with integrity, transparency, and responsibility in every aspect of the Group’s activities. Our Code of Conduct defines the ethical principles and practices that guide every decision and behavior in our daily operations. We encourage open communication and the reporting of any concerns, ensuring that every employee can freely express their views without fear of retaliation. Promotion of Equality and Diversity At Lavipharm, creating a safe and respectful working environment is a non-negotiable priority. Similarly, we recognize the importance of diversity, inclusion, and equality in the workplace. We enforce a strict zero-tolerance policy against any form of violence, bullying, or harassment, ensuring that all employees are treated with respect, equality, and fairness. With the goal of fully protecting our workforce: We implement preventive measures to avoid incidents of harassment, abuse, or bullying in the workplace. We ensure that every complaint is investigated with confidentiality, impartiality, and the utmost respect for the employee who submits it. We strengthen our Whistleblowing policy, providing secure and anonymous channels for reporting incidents, in line with legislation and best practices for handling complaints. We support all employees equally by offering parental leave and additional benefits that facilitate a healthy work-life balance. Employee’s Training and Development At Lavipharm, we support the growth of our employees by providing learning opportunities, as well as financial and moral incentives that enhance their performance and professional development. Training data Training data 2023 2024 Total training hours (participations x hours) Hours 4,700 7,781 Total participation in training sessions Headcount 71 300 Training sessions held Number 34 41 Average hours of training AV 15.3 189 Average hours of training of senior executives AV 61 152 Additional employee benefits At Lavipharm, we understand how important the well-being of our employees is. That’s why we’ve developed a comprehensive benefits program designed to meet their needs and go above and beyond the legal requirements. This program is aimed not only at improving the personal and professional lives of our employees,
27 but also at recognizing the value they bring to the success of our Group. Some of the key benefits include: Private medical and hospital insurance, ensuring that our employees receive immediate and quality healthcare. A dedicated dining area and restaurant on our premises for the convenience of our employees. Free transportation to and from work, making it easier for employees to get to work and reducing their commuting costs. A partnership with the Hippocrates Hospital of Athens to set up a company blood bank. Organizing festive events to help strengthen a sense of family and belonging within the company. Holiday gifts, as a way to show appreciation for the employees' hard work and to create a culture of recognition. Promoting well-being through health and fitness activities, along with a modern wellness center available on-site. Encouraging physical activity and teamwork by supporting sports teams and participation in both corporate and social events, improving health and fostering team spirit. Occupational Health and Safety At Lavipharm, the health and safety of our employees are a top priority, integrated into every aspect of our operations. We recognize that the working environment directly impacts the well-being of our people, and therefore, their care is always at the heart of our strategies and decisions. We focus on prevention by ensuring the implementation of strict procedures to address risks and manage health and safety issues, fully complying with applicable legislation. Compliance with current legislation is also a fundamental aspect of our policy, as we strive to exceed basic requirements and implement best practices. Regardless of legal obligations, our goal is to create an environment where employees feel safe and have access to all the necessary infrastructure and resources to ensure their health and well-being, both during work and outside of it. Health and safety indicators* 2023 2024 Lost Time Incident Rate (LTIR) 1.64 0 Lost Time Incidents Severity Rate (LTISR) 85.55 0 Absenteeism Rate (AR) 3.40% 1.61 Health and Safety Training Hours 60 4090 Incidents (Number of occupational accidents) 1 0 Number of occupational illnesses 0 0 * Lost Time Incident Rate (LTIR): (number of incidents involving absence from full-time work / person-hours of work) x106 LTISR (Lost Time Incidents Severity Rate) (number of days of absence from work due to an accident / person-hours of work x106 Absenteeism Rate (AR): (Number of days of absence from work due to any inability / person-days of work) %. Social Contribution The Lavipharm Group, with an absolute sense of social responsibility, is committed to making a positive contribution to the communities in which it operates, striving to enhance their sustainable development. With the support of our employees, we create and implement social contribution actions that respond to the real needs of local communities. Our main objective is to support the work of important social organisations such as NGOs,
28 Public Benefit Institutions, Associations and Local Authorities, while encouraging initiatives that help to improve the quality of life of vulnerable social groups. With a strong commitment to social welfare, we act in areas such as: Supporting health initiatives through partnerships with organizations and institutions in the sector. Promoting education and science by strengthening the work of institutions that foster knowledge. Enhancing sports by supporting local sports initiatives and providing opportunities for young people. Encouraging our employees to participate in volunteer activities, enabling us to make a meaningful social impact. Non-Financial Risks The main non-financial risks identified by the Group relate to occupational health and safety, the environment, the fight against corruption, the protection of personal data and the avoidance of conflicts of interest, risks that may directly or indirectly affect the proper functioning of the Group. Occupational Health and Safety Lavipharm Group gives high priority to the health and safety of its employees, constantly monitoring working conditions and investing in equipment and training. The aim is to achieve zero safety incidents through the implementation of strict prevention procedures and continuous data monitoring. Continuous risk monitoring and immediate reaction to any risk event are central elements of the Group's strategy to ensure a safe working environment. Environmental Risks and Mitigation Strategy The Lavipharm Group complies with European directives and adapts to the requirements for energy efficiency and environmental sustainability. It implements strategies to minimize its environmental footprint, reducing resource use and CO2 emissions. The Group focuses on environmental initiatives to enhance sustainability and comply with modern requirements, promoting continuous improvement in environmental performance. Transparency and Anti-Corruption The Group follows internal audits and adheres to the Code of Ethics of the Hellenic Association of Pharmaceutical Companies (SFEE) to ensure transparency and combat corruption. Additionally, the Internal Audit Department monitors processes and reports any violations. The Group ensures the full implementation of ethical standards and monitors commercial activities to protect its transparency and reputation. Conflict of Interest Management Policy The Group has adopted a clearly defined conflict of interest management policy, aligned with the Hellenic Corporate Governance Code. In this context, the members of the Board of Directors are required to promptly disclose any potential conflict of interest, thus ensuring transparency and integrity in decision-making. Through strict procedures and control mechanisms, such issues are promptly identified and effectively managed.
29 The implementation of this policy strengthens the trust of shareholders, partners, and stakeholders, fostering an environment of high-standard corporate governance. Lavipharm has developed a comprehensive corporate governance framework, based on internal rules, clearly stated principles, and stringent audit mechanisms. The goal is to ensure transparency, accountability, and align management with international best practices. The key pillars of the Group's governance are: The General Assembly of Shareholders, as the highest decision-making body. The Board of Directors, with its committees, defines the strategy and oversees the smooth operation of the Group. The Senior Management, which manages the daily operational activities, ensuring the effective implementation of strategic directions. Data Protection and Compliance with GDPR The Group implements a strict Data Protection Policy, with measures for the secure storage and processing of personal data, ensuring compliance with the GDPR. The Data Protection Officer (DPO) oversees the implementation of these procedures. This policy ensures the security of personal data and the trust of employees and partners, while the Group remains fully compliant with legislative requirements.
30 RELATED PARTY TRANSACTIONS Transactions between the Company and its related and affiliated parties, within the meaning of IAS 24, are presented in the detailed table below: 31/12/2024 INCOME EXPENSES RECEIVABLES PAYABLES LOAN DUE Amounts in thousand Euros Sale of goods Sale of Services Other Income Purchase of goods Purchase of services Financial expenses Sale of goods Sale of Services Lavipharm Hellas S.A. 13,173 480 26 - - - - - 18,906 - - Impairment provision LV Hellas SA (2,945) Lavipharm Dermocosmetics SA.(former Castalia) - 4 2 - - - - - 264 - - Impairment provision Lavipharm Dermocosmetics SA.(former Castalia) (264) Pharma Logistics SA - 4 2 - - - - - - 159 - Pharma Plus SA. - 135 8 - 0 - - - 159 - - Lavipharm Active Services SA. - 98 73 31 - - 1,465 - - - - Lavipharm Ltd - - - - - - - - 21 - - Impairment provision Lavipharm Ltd (21) Laboratoires Lavipharm S.A. 2,760 77 - - - - - 59 766 - 3,003 T & A Holding - - - - - 22 - 1 - 83 115 Lavisoft SA - 12 4 - - - - - 1,146 - - Impairment provision Lavisoft (310) Atlantis - - - - - - - - 377 - - Impairment provision Atlantis (377) Integra Centre SA - - 4 - - - - - 16 - - Impairment provision Integra (16) Eastern Europe - - - - - - - - 2 - - Impairment provision Eastern Europe (2) Lavipharm Group Holding - - - - - 159 - - - 7,799 - Technomed 168 - 79 - - - - - 457 - - Other related parties - - - - - - - - 12 695 Total 16,102 810 197 31 0 181 1,465 60 18,180 8,054 3,813 Finally, the remuneration of Directors and management executives of the Company during the 1 January - 31 December 2024 period amounted to Euro 1.48 million (2023: Euro 1.48 million), while the corresponding figure for the Group was Euro 1.54 million compared to Euro 1.62 million in 2023 Paiania, 03 April 2025 The Chairman of the Board MINAS TANES
31 BOARD OF DIRECTORS’ EXPLANATORY REPORT in accordance with Article 4(7) and (8) of Law 3556/2007 This Explanatory Report of the Board of Directors to the Ordinary General Assembly of the Shareholders of the Company ‘Lavipharm Industrial and Commercial Pharmaceuticals, Chemicals and Cosmetics S.A.’ contains detailed information regarding the issues set out in Article 4(7) of Law 3556/2007. a) Company shareholding The share capital of Lavipharm S.A. amounts to fifty million six hundred seven thousand three hundred eleven euros and ten cents (EUR 50,607,311.10), divided into one hundred sixty-eight million six hundred ninety-one thousand thirty-seven (168,691,037) common registered voting shares, with a nominal value of thirty cents (EUR 0.30) each. The Company's shares are listed for trading on the Main Market of the Athens Stock Exchange. The rights of Company shareholders derive from their shares pro rata to the percentage of the capital corresponding to the subscribed value of the share. Each share confers all the rights provided for in law and the Articles of Association of the Company and, more specifically: the right to a dividend from the Company's annual earnings or liquidation proceeds. Each shareholder listed in the Register of Shareholders kept by the Company on the date of determination of dividend beneficiaries is entitled to a dividend. Share dividends are payable to shareholders within 2 months from the date of the Ordinary General Assembly that approved the annual financial statements. The method and place of payment is announced via the press. The right to collect a dividend shall become time-barred and the corresponding amount shall devolve to the State after 5 years have passed from the end of the year during which the General Assembly approved its distribution; the right to withdraw the contribution during liquidation or, accordingly, amortisation of the capital corresponding to the share, if decided upon by the General Assembly; a right of pre-emption to any increase in the Company’s share capital in cash and the subscription of new shares; the right to obtain a copy of the financial statements and the reports issued by the certified public accountants-auditors and the Company’s Board of Directors; the right to participate in the General Assembly, which includes the following individual rights: legitimacy, presence, participation in deliberations, submission of proposals regarding items on the agenda, entry of opinions in the minutes and voting. The liability of the Company’s shareholders is limited to the par value of the shares they hold. b) Restrictions on the transfer of Company shares Company shares are transferred in accordance with the law, and the Company's Articles of Association contain no restrictions on their transfer. c) Important direct or indirect holdings within the meaning of Articles 9 to 11 of Law 3556/2007 On 31 December 2024, the following shareholders held more than 5% of the total rights of the Company: the company Lavipharm Group Holding S.A. holds a percentage of 61.85%.
32 d) Shares providing special control rights There are no Company shares providing special control rights to their holders. Special control rights are enjoyed by shareholders who hold, as a minimum the percentages provided for in Articles 141 and 142 of Law 4548/2018, according to the conditions laid down therein. e) Restrictions on voting rights The Company’s Articles of Association do not provide for any restrictions on voting rights deriving from its shares. f) Company shareholders’ agreements The Company is not aware of any agreements between Company shareholders resulting in restrictions on the transfer of shares or the exercise of voting rights deriving from its shares. g) Rules on the appointment and replacement of directors and amendments to the Articles of Association The Company's Articles of Association (Article 9) provide for the appointment and replacement of directors as follows: a) The Company is administrated by a Board of Directors consisting of three (3) to nine (9) directors elected by the General Assembly of the shareholders. A legal person may serve as director. Directors serve a 3-year term in office, which may be extended until the ordinary General Assembly which will approve the annual financial statements of the year when their term ends, and it may not exceed 4 years. There are no restrictions on the re-election or removal of directors. b) In the event of resignation, death or other loss of directorship of a director or directors, the remaining directors may, at their discretion, either elect new directors to replace those who resigned, died or lost their directorship in any manner, or continue to manage and represent the Company even without replacing such directors, provided the remaining directors are at least 5 in number. c) If the number of directors falls below 5, the Board is obligated to elect replacements for the remainder of the term in office of the director or directors being replaced at least until the directions are again 5 in number. d) The decision on the election is subject to disclosure in accordance with Article 12 of Law 4548/2018, as in force from time to time, and shall be announced by the Board at the immediately subsequent General Assembly, which may replace the directors elected even if no such item has been included in the agenda. The rules laid down in the Company's Articles of Association for amending its provisions do not differ from those provided for in Law 4548/2018, as in force. h) Competence of the Board to issue new shares or purchase equity shares 1. In accordance with the provisions of Article 24(1) of Law 4548/2018, the Company's Board of Directors has the right, following a relevant decision of the General Assembly granting this power for a period which may not exceed 5 years, to increase the Company's share capital by issuing new shares pursuant to a decision made with a majority of at least 2/3 of the total number of the directors. In this case, the share capital may be increased by an amount not exceeding three times the share capital as at the date the Board of Directors was empowered to do so by the General Assembly. This power of the Board may be renewed by the General Assembly for a period that may not exceed 5 years for each renewal granted. 2. In accordance with the provisions of Article 113 of Law 4548/2018, following a decision of the General Assembly made with the qualified quorum and majority provided for in Articles 130(3) and (4) and 132(2) of Codified Law 4548/2018, a plan may be established for the sale of shares to directors, as well as to
33 staff members of the Company and its affiliated companies in the form of a right of pre-emption rights to acquire shares in accordance with the specific terms of this decision, a summary of which shall be subject to the disclosure formalities laid down in Article 12 of Law 4548/2018. This decision of the General Assembly shall specify, in particular, the maximum number of shares that may be issued, which cannot exceed 1/10 of the existing shares if the beneficiaries exercise the option to purchase shares, the price and terms of sale of shares to beneficiaries. In its decision, the Board of Directors sets out all other relevant details not otherwise regulated by the General Assembly, issues the certificates concerning the right to acquire shares, and issues and hands over shares to the beneficiaries who exercised their right, increasing the share capital accordingly and certifying the relevant increase thereof in accordance with the provisions of Article 113. 3. In accordance with the provisions of Articles 49 and 50 of Law 4548/2018, as amended and in force, the Company may, following a decision of the General Assembly of its Shareholders, acquire equity shares, either itself or through a person acting in their own name but on the Company's behalf, up to a percentage of 10% of its paid-up share capital and in accordance with the more specific conditions and procedures laid down in Articles 49 and 50 of Law 4548/2018. i) Important agreements coming into force, being amended or terminated in the case of a change in control following a public offer. There are no agreements coming into force, being amended or terminated in the case of a change in the control of the Company exclusively following a public offer. j) Agreements with Company directors or employees No agreements have been concluded with Company directors or employees providing for payment of compensation specifically in cases of resignation or dismissal without valid reason or termination of their term in office or employment due to a public offer. CORPORATE GOVERNANCE STATEMENT For the Company's Management, proper and responsible corporate governance is a key condition for creating value for its Shareholders and for safeguarding the corporate interest. The principles and practices applied by the Company are reflected in the Articles of Association, the Rules of Procedure, the Fit-and- Proper Policy of Directors, the Rules of Procedure of Board Committees, the Internal Audit System and the other rules and policies that regulate its individual operations. This statement is a special section of the Annual Report of the Board of Directors and was prepared in accordance with the relevant provisions of Articles 152 and 153 of Law 4548/2018, 18 (3) of Law 4706/2020 and Article 17 of Law 5178/2025. A. Declaration of compliance with the corporate governance code in accordance with Article 17 of Law 4706/2020, Article 4 of Decision 2/905/03.03.2021 of the Board of Directors of the Hellenic Capital Market Commission, and Articles 152 and 153 of Law 4548/2018. The Company, pursuant to a relevant decision of the Board of Directors, voluntarily complied with and adopted the Greek Corporate Governance Code (hereinafter referred to as "EKED") of the Hellenic Corporate Governance Council for Listed Companies (hereinafter referred to as "ESED"), issued in June 2021 to replace the Greek Corporate Governance Code for listed companies that was issued in 2013 by ESED and which is posted on the ESED website at https://www.esed.org.gr/code-listed. The Company applies corporate governance practices in addition to statutory provisions (i.e. those of Law 4706/2020, Article 44 of Law 4449/2017, as well as Law 4548/2018 in the points covering related issues) under the deviations mentioned below in accordance with the provisions of the EKED. Furthermore, since the promulgation of Law 4706/2020 on 17 July 2020, the Company has taken all the necessary initiatives and made specific adjustments which allow it to fully and permanently comply with the provisions of Articles 1 to 24 of the aforesaid law, which entered into force on 17 July 2021, as well as the regulatory acts of the Hellenic Capital Market Commission issued under the authority of these provisions and which govern the corporate governance of listed sociétés anonymes.
34 B. Deviations from the Greek Corporate Governance Code for companies with securities listed on the stock exchange and justification thereof. The Company is in full compliance with the relevant national legislation (Laws 4548/2018, 4449/2017, 3873/2010, 3884/2010, 4706/2020), provisions and regulations, as well as its corporate values aiming at achieving the long-term growth of its business, and has adapted to the provisions of the institutional framework on corporate governance. With regard to certain specific practices of the EKED, there are some deviations which are briefly explained and justified below: The Company deviates from the following specific practices of the EKED: More specifically: Part A of the EKED - BOARD OF DIRECTORS First Section: Role and Remit of the Board of Directors Specific Practice 1.13: Due to the small size of the Company, the non-executive directors informally deliberate on the performance of executive directors, and it is found that the presence of the latter does not affect the judgment of non-executive directors. C. Reference to Fit-and-Proper Policy The Company has a fit-and-proper policy (hereinafter referred to as the "Fit-and-Proper Policy") of Directors, in accordance with Article 3 of Law 4706/2020, which was approved by the regular General Assembly of the Company held on 8 July 2021 and which specifies the principles governing the selection of directors on an individual and collective level, with particular regard to character requirements, reputation, competence, skills, independence of judgment and experience to perform the duties assigned to them. The Fit-and-Proper Policy ensures compliance with the diversity criteria and, in particular, sufficient representation of each sex at a percentage of not less than twenty five percent (25%) of the total number of directors. The following is the full text of the Fit-and-Proper Policy of Directors which has been uploaded at: www.lavipharm.com. "FIT-AND-PROPER POLICY" 1. Introduction. This fit-and-proper policy (hereinafter the "Fit-and-Proper Policy") was prepared by the Board of Directors of the company ‘Lavipharm Industrial and Commercial Pharmaceuticals, Chemicals and Cosmetics S.A.", with registered offices in Paiania, Attica at 12, Agias Marinas Street, General Commercial Register (GEMI) No 000298301000 (hereinafter the "Company") based on the provisions of Article 3 of Law 4706/2020 and the guidelines of the Capital Market Commission, and was approved pursuant to the decision made on 7 June 2021 and, subsequently, the decision made on 8 July 2021 by the Ordinary General Assembly of the Company's shareholders, effective as of the entry of Law 4706/2020 into force. Its scope covers the Company's directors. The Fit-and-Proper Policy is consistent with the Company's Rules of Procedure, as applicable from time to time, and with the Greek Corporate Governance Code (hereinafter referred to as "EKED") of the Hellenic Corporate Governance Council for Listed Companies, which the Company applies. The Internal Audit Unit and the Division of Legal Services and Regulatory Compliance contribute to the formulation and monitoring of this Policy.
35 The Fit-and-Proper Policy aims to ensure the quality of staffing, efficient operation and fulfilment of the role of the Board of Directors, based on the general strategy and the medium-to-long-term business goals of the Company, with the aim of promoting the corporate interest, affording equal protection to the interests of all shareholders, and ensuring the objectivity and control of the general actions of the Company's executive body. The Board of Directors is tasked with recommending the Fit-and-Proper Policy to the General Assembly and with its periodic evaluation, review, amendment and implementation. The Fit-and-Proper Policy is effective as of the date of its approval by the General Assembly of the Company's shareholders until any amendment thereto by the Board or by the General Assembly, in cases of material amendments. “Material amendments” means amendments that introduce deviations or significantly change the content of the Fit-and-Proper Policy, particularly in terms of the general principles and criteria applied. This Fit-and-Proper Policy has been uploaded to the Company's website at: www.lavipharm.com. 2. Principles governing the selection, replacement or renewal of the term in office of directors. Given the smaller size of the Company and the structure of its activities, the Company has a sufficient number of directors, who may number up to nine (9). The Chairperson of the Board is a non-executive director. Where the Board appoints an executive director as Chairperson, it must also appoint a non-executive director as Vice-Chairperson. The Board of Directors is staffed by persons with prestigious academic qualifications and extensive experience in various scientific fields, and both sexes are sufficiently represented. Prospective directors further possess the knowledge, skills and experience required based on the tasks they undertake and their role on the Board and/or its Committees, as well as sufficient time to perform their duties, as the case may be. Furthermore, prospective directors must have the character, reputation and reliability required either for their executive or non-executive role, with the aim of continuously seeking to strengthen the long-term economic value of the Company and to protect the general corporate interest. When selecting, renewing the term in office or replacing a director, the assessment of their individual and collective fitness is taken into account in accordance with the prescribed criteria of this Fit-and-Proper Policy and is re-evaluated whenever deemed necessary. Fitness must be re- evaluated particularly in cases that there is any doubt arises regarding the individual suitability of a director or directors or the composition of the Board where there is a significant impact on the reputation of a director, as well as in any case where an event occurs that could significantly affect the fitness of the director (e.g., occurrence of conflict of interest events). 3. Criteria for Evaluating the Fitness of Directors A. Individual Fitness. The individual fitness of directors is evaluated based on the criteria set out below, which apply to all directors, regardless of their status as executive, non-executive or independent non-executive directors.
36 Adequacy of knowledge and skills. Directors must have sufficient knowledge, skills, abilities and experience to perform their duties. Experience consists of the professional experience and theoretical knowledge acquired by each director over time. When evaluating the theoretical knowledge and skills of a director, the level and type of education or training and the field of study and specialisation are taken into account. The theoretical knowledge and academic qualifications may be related to the Company's activities or to other related fields of activity, at the Company's discretion, depending on the capacity, role and responsibilities of each director. In this context, account is taken of the overall professional development each director over time, as well as aspects such as the duration of their stay in each position, the size of each company where they were active, its European or international presence, the scale and complexity of the business activity, the duties performed thereat, the possible responsibility over a department and/or number of subordinates, the nature of the company's activities and the relevance to the pharmaceutical market and the health sector in general. Furthermore, a thorough analysis of the director's business activities is carried out, given that the director in question may have acquired sufficient theoretical and practical experience during the exercise of business activity for a sufficient period of time. A final crucial criterion evaluated by the Company is the thorough briefing of prospective directors about its activities and the associated risks, as well as a full understanding of the corporate governance arrangements, the values and general strategy of the Company and possible conflicts of interest. The above criteria of adequacy of knowledge and skills are evaluated with increased emphasis in the case of prospective directors with previous professional and managerial employment at the Company. Character Requirements and Reputation. The good reputation, honesty, character, integrity, and social sensitivity of directors are criteria of great importance for the Company, which the latter evaluates thoroughly. A director is presumed to possess these characteristics, so long as there are no objective and demonstrable reasons to suggest otherwise and if their personal or business conduct does not create any substantial doubt as to their ability to ensure sound and prudent management of the Company. In order to evaluate a director's reputation, the Company seeks out information, in Greece and abroad, regarding: I. sanctions from regulatory authorities in the context of disciplinary proceedings; II. sanctions by supervisory authorities for financial crimes; III. prohibition or restriction of professional or business activity by authorities; IV. participation in the management body of a company that has been declared bankrupt; V. dismissal from employment as a result of irregularities; VI. existence of irrevocable rulings against the prospective director concerning their directorship; VII. judgments handed down by criminal or civil courts; where any of the foregoing cases applies, the Company takes into account the general conditions, the relationship of the prospective director, their subsequent conduct and state, the time that has passed and whether the prospective director obtained an illegal pecuniary benefit. Finally, important criteria for evaluating a prospective director's conduct are the characteristics of their contribution to society as well as their environmental awareness.
37 Conflicts of interest. Directors must at all times be fully informed about the conflict of interest policy applied by the Company and included in its Rules of Procedure. All actual and potential conflicts of interest at the level of the Board of Directors are properly managed and the necessary measures are taken to mitigate them in accordance with the aforesaid conflict of interest policy. Independence of judgement. Each director must actively participate in Board meetings and make their own correct, objective and independent decisions and judgements in the performance of their duties. "Objectivity" means the impartial handling of issues that allows a director to make decisions and perform their duties in accordance with sound judgment based on criteria based on science or business data. "Independence" means the absence of conditions and ties that prevent a director from making a decision in any circumstance required by their position and duties. When evaluating the independence of judgement of directors, the Company takes into account in particular: (a) the moral fortitude to effectively evaluate and question the proposals or opinions of other directors; (b) the ability to criticise and pose reasonable questions to directors and especially to executive directors; (c) the ability to resist the phenomenon of groupthink; and (d) the ability to take entrepreneurial initiatives. In summary, the ability of prospective directors to use their critical thinking skills, based on accumulated knowledge and experience from other business sectors, in formulating the Company's strategy and decision-making is evaluated and taken into account. Availability of sufficient time. Directors must have the time required to seamlessly perform their duties. The expected time that each prospective director is required to devote to their duties, both as a member of the Board of Directors and as a member of committees of the Board of Directors, is determined by the Company according to its needs and is communicated to the prospective director. When determining the sufficiency of time, the responsibilities assigned to director by the Company are taken into account. Directors must disclose the number of any positions they might hold on other Boards of Directors and the capacities they hold at the same time, as well as about their other professional, business or personal commitments and circumstances, to the extent that these are capable of affecting the time they devote to performing their duties as members of the Board of Directors and the Company's committees. B. Collective Fitness The directors must collectively be able to make appropriate decisions taking into account the development strategy and the markets in which the Company operates, both domestic and international, as well as effectively monitoring and criticising the decisions of senior management. The Company places emphasis on selecting a diverse group of directors, covering all areas of knowledge required for its business activities. The Company evaluates the collective suitability of the Board of Directors taking into account the extent to which the composition of the Board effectively combines the knowledge, skills and experience required to exercise its responsibilities as a collective body. More specifically, the Company evaluates the Board of Directors as a whole, and the Board must fully understand the areas for which the directors are collectively responsible and possess the skills necessary to actually manage and oversee the Company, especially with regard to its business activities in the pharmaceutical market and the main risks associated with it, strategic
38 planning, financial reporting, compliance with the legislative and regulatory framework, understanding of corporate governance issues, the ability to identify and manage risks and the impact of technology on its activities. With specific regard to adequate representation of each sex, the Company ensures that both sexes are sufficiently represented on the Board of Directors (with at least 25% of directors being women), a criterion which the Remuneration and Nominations Committee takes into account when submitting proposals for the appointment of directors. According to this Fit-and-Proper Policy, the Board of Directors must always generally ensure equal treatment and equal opportunities for both sexes. C. Diversity. In order to diversify the directors and create a diverse group, the Company applies a diversity policy when appointing new directors. In addition to adequate representation of both sexes, as provided for above, when selecting new Company directors, no one is excluded due to discrimination based on race, colour, ethnic or social origin, religion or belief, finances, place of birth, disability, age or sexual orientation. 4. Application, Monitoring and Amendment of the Fit-and-Proper Policy The Board of Directors is collectively responsible for monitoring the implementation of the Fit-and-Proper Policy. The Board of Directors is primarily supported by the Remuneration and Nominations Committee, which follows and applies the Fit-and-Proper Policy within the framework of its remit, organises the annual self-evaluation of the Board of Directors based on the above criteria, both as a whole and individually, and recommends proposals to align the Fit-and-Proper Policy with the corporate governance framework, corporate culture, strategy and risk appetite set by the Company, including proposals for amendments to the Fit-and-Proper Policy. Due to subject-matter relevance, the Company's Internal Audit Unit as well as the Division of Legal Services and Regulatory Compliance assist in this process, where required. D. Information on the General Assembly and the rights of the Shareholders 1. Remit of the General Assembly The General Assembly of the Shareholders is the supreme body of the Company, empowered to decide on any corporate matters and any matter provided for in the statutory provisions in force at any given time and the specific provisions of the Company's Articles of Association. Its decisions made in accordance with legal form are binding on all shareholders, including those who are absent or dissenting. 2. Calling the General Assembly The General Assembly must meet at the registered offices of the Company, or in the region of another municipality within the prefecture of the registered offices or another municipality adjacent to that of the registered offices at least once every financial year and no later than the tenth (10) day of the ninth month after the end of the preceding financial year. It may also meet in the district of the municipality where the Athens Stock Exchange is seated. The Board of Directors ensures that the preparation and conduct of the General Assembly of the Shareholders facilitate the effective exercise of the rights of shareholders, who are briefed on all issues concerning their participation in the General Assembly, including the items on the agenda, and their rights at the General Assembly. The call to the General Assembly must include at least the information set out in Article 121(3) and (4) of Law 4548/2018 and be published in accordance with the provisions of Law 4548/2018, as in force. More specifically, with regard to the preparation of the General Assembly in conjunction with the provisions of Law 4548/2018, the Company must post on its website, at least twenty (20) days prior to the General Assembly, information about:
39 the date, time and venue where the General Assembly of Shareholders will be held; the main rules and practices for participation, including the right to add items to the agenda and ask questions, as well as the time limits within which these rights can be exercised; voting procedures, terms for representation by a proxy, and the forms used for proxy voting; the proposed agenda of the meeting, including draft resolutions to be discussed and voted on, as well as any accompanying documents; the proposed list of prospective directors and their CVs (if there is an item concerning the election of directors); and the total number of shares and voting rights on the date the Meeting was called. 3. Participation in the General Assembly - Representation Each shareholder is entitled to participate and vote in the General Assembly of the Company provided they appear in such capacity in the records kept by the institution where the Company's securities are kept at the beginning of the fifth (5th) day prior to the date of the General Assembly and, in the case of an Iterative General Assembly, at the beginning of the fourth (4th) day before the date of the Iterative General Assembly. Exercising said rights does not require blocking the beneficiary's shares, nor the observance of any other similar procedure. Any shareholder may appoint a proxy if they so wish. The Chairperson of the Board, the Vice-Chairperson of the Board, as well as the Chairpersons of the Committees of the Board of Directors may attend the General Assembly of the Shareholders in order to provide information and brief participants on issues that are discussed and to answer questions or provide clarifications requested by the shareholders. Additionally, the Director of Internal Audit and the regular auditor of the Company shall also attend the General Assembly. The Chairperson of the General Assembly may, under their own responsibility, allow other persons to attend a General Assembly, insofar as this is not inconsistent with the corporate interest. Each shareholder shall participate in the General Assembly and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies, and legal persons/Shareholders can appoint up to three (3) natural persons as their representatives. Shareholders’ proxies may also be appointed and removed via electronic means. If a shareholder holds Company shares which appear in more than one securities account, such shareholder may appointed different proxies for the shares which appear in each securities account. A proxy acting on behalf of more than one shareholder may cast a different vote for each shareholder. Shareholders are able to participate in the General Assembly and exercise their voting rights remotely via electronic means, without being physically present at the place where the General Assembly is held, and may appoint and remove a proxy via electronic means, as this procedure is provided for in Article 18(3) and (4) of the Company's Articles of Association. Article 18(4) of the Company's Articles of Association allows for remote participating in the voting of the General Assembly of the Shareholders either directly via teleconference or by any other form of telecommunications or by a combination of the above methods. The persons provided for in Article 127(1) and (2) of Law 4548/2018 may also participate in the General Assembly via electronic means. Prior to the commencement of the General Assembly, each shareholder’s proxy must disclose to the Company any particular circumstances which may be useful for the shareholders to assess the risk involved in such proxy serving any interests other than those of the Shareholder they represent. A conflict of interest may arise in particular when the proxy is: a) shareholder exercising control over the company or is another legal person or entity controlled by such shareholder;
40 b) a director or member of the general administration of the Company or of a shareholder exercising control over the Company or other legal person or entity controlled by a shareholder exercising control over the Company; c) an employee or certified public accountant-auditor of the Company or a shareholder exercising control over the Company, or another legal person or entity controlled by the shareholder exercising control over the Company; d) the spouse or a relative to the first degree of one of the natural persons referred to in cases (a) to (c) above. 4. Minority Rights of Shareholders Shareholders representing one twentieth (1/20) of the Company's paid-up share capital may request: i. the calling of an Extraordinary General Assembly by the Board of Directors, which is obligated to set a date for this meeting which must not be more than forty-five (45) days from the date the request was served on the Chairperson of the Board of Directors. The request shall specify the item on the agenda; ii. the entry of additional items on the agenda of a General Assembly that has already been called. Such request must reach the Board of Directors at least fifteen (15) days prior to the General Assembly. The request to add items to the agenda must be accompanied by reasoning or a draft decision to be approved by the General Assembly; iii. distribution by the Board of Directors to the shareholders, at least six (6) days prior to the date of the General Assembly and in accordance with Article 123(3) of Law 4548/2018, of draft decisions on items included in the initial or the revised agenda. Such request must reach the Board of Directors at least seven (7) days prior to the date of the General Assembly; iv. that the Chairperson of the General Assembly postpone only once the decision-making process at the General Assembly on all or specific items, setting the date specified in the shareholders’ request as the date of resumption of the Meeting, which must be within twenty (20) days from the date of postponement; v. disclosure to the General Assembly, provided it is an ordinary Meeting, of any amounts paid over the last two years to any directors or managers of the Company and any other provisions that were made to such persons for any reason or under any contracts effective between them and the Company, in accordance with the specific provisions of Article 141(6) of Law 4548/2018; vi. that a decision on items on the agenda be made by roll call; vii. that a General Assembly be called to grant permission for the Company to enter into a transaction with a related party, within ten (10) days from the publication of the notice of the Board of Directors on the granting of permission; viii. an extraordinary audit of the Company by the court under ex parte proceedings with regard to possible actions that infringe the law, the Articles of Association or the decisions of the General Assembly, via a request filed within three (3) years from the date of approval of the financial statements for the financial year during which the reported acts occurred; ix. the exercise of Company claims against directors, in accordance with the provisions of Articles 102 et seq. of Law 4548/2018. Shareholders representing one tenth (1/10) of the Company's paid-up share capital may request: i. that the Board of Directors provide information to the General Assembly on the progress of corporate affairs and the company’s financial standing. Such request must reach the Board of Directors at least five (5) days prior to the date of the General Assembly. The Board of
41 Directors may refuse to provide such information for a serious reason which shall be cited in the minutes ii. to bypass the liquidation process and to immediately strike the Company from the General Commercial Register (GEMI), by means of an application filed with the court, if the Company's assets are not expected to suffice to cover the costs of liquidation. Shareholders representing one-fifth (1/5) of the Company's paid-up share capital are entitled to request that the court order an extraordinary audit of the Company if it is made credible from the Company's overall course that company affairs are not being managed in accordance with sound and prudent management. At the request of any shareholder filed with the Company at least five (5) full days prior to the General Assembly, the Board of Directors shall provide the General Assembly with any particular information requested in relation to Company affairs, to the extent that such information is useful in factually assessing the items on the agenda, in accordance with the specific provisions of Article 141(6) of Law 4548/2018. In all the above cases, the applicant shareholders must prove their capacity as shareholders and the number of shares they hold at the time they exercise this right, certified by producing an attestation issued by the agency where the securities are kept or certification of shareholder status through direct electronic connection between such agency and the Company. 5. Available documents and information The information required under Article 123(3) of Law 4548/2018, including the Notice to the General Assembly, the procedure for exercising voting rights via proxy, the proxy appointment and removal forms, the draft decisions on the agenda items, are available in hard copy at the Company's Shareholder Service Unit (12, Agias Marinas Street, GR-19002, Paiania, Attica, tel. 210 6691 141), which can furnish Shareholders with copies. Furthermore, all the above documents, the total number of existing shares and voting rights are available in electronic form on the Company's website (www.lavipharm.com). 6. Chairperson - Secretary of the General Assembly The Chairperson or, if they are hindered, the Vice-Chairperson, or if they too are hindered, the most senior of the directors present shall preside over the General Assembly of the Shareholders temporarily, electing one or two secretaries from among the shareholders present, until the General Assembly approves the list of shareholders entitled to participate in the Meeting and its ordinary bureau is elected, consisting of the Chairperson and one or two secretaries who shall also perform the duties of tellers. E. Information concerning the Board of Directors Composition - Term of the Board of Directors From 01/01/2024 to 08/07/2024 Minas Tanes Chairman, Non-Executive Director Loukia Lavida Vice-Chairwoman, Executive Director Telemaque Jean Lavidas Executive Director Christos Diamantopoulos Non-Executive Director Sophia Kounenaki - Efraimoglou Independent Non-Executive Director Dimitris Christopoulos Independent Non-Executive Director Vicky (Vasiliki) Kefala Independent Non-Executive Director
42 From 09/07/2024 to 31/12/2024 Minas Tanes Chairman, Non-Executive Director Loukia Lavida Vice-Chairwoman, Executive Director Telemaque Jean Lavidas Executive Director – Chief Executive Officer Panagiotis Giannouleas Executive Director - Deputy Chief Executive Officer Christos Diamantopoulos Non-Executive Director Sophia Kounenaki - Efraimoglou Independent Non-Executive Director Dimitris Christopoulos Independent Non-Executive Director Vicky (Vasiliki) Kefala Independent Non-Executive Director The Company is administrated by a Board of Directors consisting of three (3) to nine (9) directors elected by the General Assembly of the shareholders. A legal person may serve as director. Directors serve a 3-year term in office, which may be extended until the ordinary General Assembly which will approve the annual financial statements of the year when their term ends, and it may not exceed 4 years. There are no restrictions on the re-election or removal of directors. The term in office of the current Board of Directors elected by the Ordinary General Assembly held on 9 July 2024, expires on 9 July 2027. Information regarding the remuneration of directors and the General Manager, in accordance with the Remuneration Policy approved by the 2021 Ordinary General Assembly of the Company, will be submitted, pursuant to Article 112 of Law 4548/2018, to the 2024 Ordinary General Assembly of the Company and will include a comprehensive overview of all remuneration provided for in Article 110 of Law 4548/2018 concerning the 2024 financial year. The composition of the Board of Directors from 1 January 2024 to 8 July 2024 consists of: 5/7 non-executive directors 3/7 independent non-executive directors 3/7 women And from 9 July 2024 to 31 December 2024 5/8 non-executive directors 3/8 independent non-executive directors 3/8 women Both the directors and senior management executives hold academic qualifications and have extensive experience in different scientific fields, and both sexes are adequately represented. Following a review of the independence requirements for independent non-executive directors and the Chairperson of the Audit Committee, as provided for in Article 9(3) of Law 4706/2020, it was found that Mrs Sofia Efraimoglou - Kounenaki, Mr Dimitrios Christopoulos and Mrs Vicky (Vasiliki) Kefala fully meet the independence criteria laid down in the current regulatory framework (Article 9(1) and (2) of Law 4706/2020). Mrs Eleana Nikolopoulou, an Athens-based lawyer, Head of the Company's Division of Legal Services and Regulatory Compliance, has been appointed as Company Secretary.
43 The CVs of the directors, the Company Secretary, the Chairperson of the Audit Committee and the General Manager are listed on the Company's website (www.lavipharm.com) and read as follows: Minas Tanes, Chairman, Non-Executive Director He was born in Athens and studied at the School of Economics and Business. He holds a master's degree in Business Administration and Business Research and a diploma in the Executive Development Programme from IMEDE, Switzerland. He started his career in 1966 at the British Iron & Steel Industry Research Centre, and from 1970 to 1973 he worked for Esso Pappas as a Senior Studies Planning and Funding Executive. In 1973 he joined Athens Brewery as CFO. From 1976 until October 2005 he held the position of CEO, and since then has served as Chairperson. Loukia Lavida, Vice-Chairwoman, Executive Director Born in Athens, she studied economics at Deree College and holds an MBA from the University of La Verne. She speaks fluent English and French. After many years of experience in charitable organizations, and mainly after seven years as Secretary-General of the "Elpida" association (Association of Friends of Children with Cancer), she founded "MDA HELLAS" (Association for the care of people with Neuromuscular Diseases). Since 2000, when its operation began, she has served as Chairwoman of the Board of Directors of the Association. She is a member of the Board of Trustees of the American College of Greece (ACG) as well as the Board of Directors of the Friends of the National Gallery. Telemaque Jean Lavidas, Executive Director, Chief Executive Officer He was born in 1981 in New York and grew up in Athens. He studied at Columbia University in New York, where he graduated in 2003 with a degree in Economics. In the same year, he started his professional career at Lavipharm Laboratories, the research arm of Lavipharm in New Jersey, as Assistant Project Manager. In 2006, after the fentanyl product developed in research laboratories in America was approval by the American Food and Drug Administration (FDA), he was appointed Business Development Director with the aim of commercialising and distributing the product internationally in collaboration with strategic partners. He was swiftly appointed Head of International Activities of the Group, overseeing the entire commercial presence of Lavipharm outside Greece. In 2009 he returned to Greece and until 2013 served as head of all commercial activities of the Group (Chief Commercial Officer), overseeing five Business Units, prescription drugs, consumer health, international markets and distribution services and the pharmacy network. In 2013, he founded Mediterra, a health food company based in New York. For years he served on the Boards of Lavipharm S.A., listed in Greece, Lavipharm Group Holding in Luxembourg, and Laboratoires Lavipharm in France, as well as on the Board of the Hellenic Association of Entrepreneurs (EENE). He is strongly aware of environmental and social issues, actively participating in organisations aiming to help those in need and, more specifically, has volunteered for the organisations Citymeals on Wheels, the Greek Church Homeless Ministry, EConnected and has served on the Board of the NGO Center for Community Alternatives. He speaks Greek, English and French fluently. Panagiotis Giannouleas, Executive Director - Deputy Chief Executive Officer He was born in Piraeus and is a graduate of La Verne University (California, U.S.A. – Bc.S., Major in Computer Science & Engineering). He started his professional career in 1996 at Boehringer Ingelheim Hellas, as a Pharmaceutical Representative, before taking over the CRM & Business Planning Department, and was promoted to Sales Manager at a young age. In 2008, he continued his career at the Faran company as Marketing and Sales Director, while from 2012 until he joined Lavipharm he served as General Manager of Angelini Pharma Hellas.
44 Christos Diamantopoulos, Non-Executive Director He was born in Athens and holds a PhD in Management Science from the University of Pennsylvania, USA. He holds a Master's degree from the Universite de Paris and a Bachelor of Arts from the National and Kapodistrian University of Athens. He has worked internationally in science and business. In Greece, he served as Special Advisor to the Prime Minister and Organisation and Finance Advisor to industrial companies and multinational companies. He has taught at the National School of Public Administration (State Organisation and Project Management), being one of its founding members, at the Democritus University of Thrace (Human Resource Management, Organisation and Political Economy). He also taught for a number of years at the National and Kapodistrian University of Athens (Decision Making Systems and Human Resource Management). He currently teaches at the Strategic Planning and Economics Master's programme of the University of Peloponnese. He is also the head of the Scientific Research Programmes of the Research Institute at the National and Kapodistrian University of Athens, Department of European Integration, as well as a permanent member of the Economic Institute of the Austrian Academy of Sciences. He has published works on issues of organisation, economic methodology and economic thinking in scientific journals, in the daily press and on the internet. He is fluent in English, French and German. Sofia Kounenaki – Efraimoglou, Independent Non-Executive Director Mrs Sofia Kounenaki – Efraimoglou is the Vice-Chairwoman of the Board of Directors of the Foundation of the Hellenic World, Head of the "Hellenic World" Cultural Centre and member of the Board of Directors of the Hellenic Stock Exchange Group - Athens Stock Exchange. She is the Elected President of the National Chamber Network of Women Entrepreneurs, as well as an Elected Member of the Board of Directors of the Athens Chamber of Commerce & Industry, treasurer of the Board of Directors of the ALBA Graduate Business School, and Member of the General Council of the Hellenic Federation of Enterprises (SEV). In 2008, as a member of the Board of Directors of SEV, she spearheaded the creation of the Greek Corporate Governance Code and its promotion in businesses, as well as the subsequent establishment of the Hellenic Corporate Governance Council, and currently serves on its 15-member Board. She is the 2nd Vice- Chairwoman of the Board of Directors. of the agency Technopolis – Akropolis SA Industrial Business Area, Vice-Chairwoman of the Board of Directors of the Greek - Latin American Business Council, Secretary- General of the Board of Directors of the Hellenic-Asian Business Council, Member of the Non-Executive Directors' Club and Member of the Business Advisory Council of the MBA International Programme of the Athens University of Economics and Business. She serves on the Board of Directors of the Peloponnesian Folklore Foundation and on the Advisory Committee of the Maniatakeion Foundation. Mrs Kounenaki- Efraimoglou has served as Chairwoman and CEO of the telecommunications company Vivodi Telecom and Chairwoman of Fortius Finance Securities S.A., which she founded. Furthermore, from 1993 to 2001 she taught at the Departments of Accounting, Business Administration and Information Technology of the Technological Educational Institute (TEI) of Piraeus. He holds bachelor's and master's degrees in Philosophy, Psychology, Business Administration and Computer Programming, and speaks English, French and Italian. She has received awards from the Athens Chamber of Commerce and Industry and the Region of Attica for her successful business activity, as well as from the Smyrna Association, the Hellenic Navy, the Hellenic National Defence General Staff, the Municipality of Filothei - Psychiko, the UNESCO Group and the Tourism Awards institution for her cultural contribution to Greece. Dimitris Christopoulos, Independent Non-Executive Director Mr Dimitris Christopoulos is CEO of CVC Capital Partners, which he joined in 2014. CVC Capital Partners is one of the world's largest investment firms, managing more than $80 billion in assets and boasting a global presence. CVC has long-term investment experience in the health sector, while in Greece it is a key shareholder of Metropolitan Hospital, the IASO Group and the Hygeia Group (Hygeia, Mitera, Leto) through its subsidiary company Hellenic Healthcare SA. Before joining CVC, Mr. Christopoulos worked for ten years at Investcorp International, Inc., mainly focusing on investments in service companies. Previously, he was a member of the finance team at UBS.
45 Mr Christopoulos holds a degree in Economics from Columbia University in New York and speaks Greek, English, French and German. Vicky (Vasiliki) Kefala, Independent Non-Executive Director Mrs Kefala was born in New York, USA, and holds a Bachelor in Economics (1991) from "THE CITY UNIVERSITY OF NEW YORK - New York, USA" and a Master of Business Administration (MBA) in Finance (1994) from "PACE UNIVERSITY, The Lubin School of Business - New York, USA". She boasts more than 27 years of experience in top Greek and foreign companies, Investment Committees, Guarantee Funds and Boards of Directors, specialising in the areas of financing large projects, evaluating investment plans, strategic development of sustainable investments, financing research, innovation and SMEs, as well as European financial programs, tools and institutions. She holds important positions of responsibility in Greece and abroad, namely: Member of the Investment Committee of the European Fund InvestEU (EE), Member of the Board of Directors of the European Innovation Council (EIC) and Member of the Board of the Athens Urban Transport Organization (O.A.S.A.), and has also served as: Member of the Investment Committee of the European Fund for Strategic Investments (EIB-EU), Director of Project Financing at Aktor Concessions (ELLAKTOR Group), Head of the Corporate Financing Department at Athens International Airport (IAA). As demonstrated by the foregoing, she has wide knowledge of and a broad perspective on the financial landscape inside and outside Greece. In addition to her extensive contribution to the promotion and financing of investment projects in Greece and worldwide, she was chosen since 2015 to serve on the two largest European Funds, EFSI and InvestEU, as well as on the Board of Directors of the European Innovation Council (EIC), thus accumulating many years of experience in European programmes and tools for financing, as well as in the operation and policies of European institutions and Europe's development banks (EIB, CEB, NIB, EBRD, ICO). She has served on various working committees of the United Nations regarding SDG issues and the development of the PPP model, as well as on the OECD 'Blue Dot Network', a global initiative that promotes solutions to mobilise private sector investment in projects that meet the criteria of sustainable development and transparency. In January 2022, she was invited to brief the Standing Special Committee on Research & Technology of the Hellenic Parliament on the financing of innovative start-ups and small and medium-sized enterprises (SMEs) through the relevant European programmes. She frequently publishes articles in and gives interviews to the Greek press on investment financing, innovation, access to financing and investment support, especially through the aforementioned European institutions where she participates as an independent member. Eleana Nikolopoulou, Company Secretary, Director of Group Legal Services and Regulatory Compliance She was born in Athens and is an Athens-based lawyer, a graduate of the Athens Law School of the National & Kapodistrian University of Athens and holder of an LL.M from the University of Munich, an accredited mediator and certified DPO. She began her professional career in 2000 as a legal advisor to the German construction company HOCHTIEF for the construction of ‘El. Venizelos’ Athens International Airport. Subsequently, she served as legal advisor to companies in the financial sector, initially at the insurance company Eurolife and then at Eurobank and Viva Wallet. She speaks Greek, English, French and German. Antonios Polykandriotis, Chairman of the Audit Committee Holder of a Business Administration degree from the Athens University of Economics and La Verne University in Athens. He has attended dozens of seminars in Greece and abroad.
46 He has extensive experience in Greek and multinational companies in numerous positions with an emphasis on organisational, financial and management issues. He has served as General Manager at Hachette-Rizzoli magazines and at Eleftherotypia, CFO at Hachette-Rizzoli magazines and at the CHRYSA AVGA Group, Auditor of Sociétés Anonymes at the Board of Certified Public Accountants, and as a Business Consultant. He has also served as Chairman of audit committees of listed companies (Techniki Olympiaki and AVE Group) and an independent director on the boards of numerous companies. He is a member of the Association of Chief Executive Officers (EACE) since 2000 and a member of the Economic Chamber of Athens. In addition to their participation in the Company's Board of Directors, the other professional commitments of the directors (including significant non-executive commitments to companies and non-profit institutions) are as follows: Name Other professional commitments Minas Tanes Non-Executive Chairman of the Board of Directors of FOOD PLUS S.A. Director of the Foundation for Economic and Industrial Research (IOBE) Honorary director of the Athens Chamber of Commerce & Industry Loukia Lavida Chairwoman of the Board of the Association "MDA GREECE" Member of the Board of Trustees of the American College of Greece (ACG) Director of the Friends of the National Gallery Manager of T&A Holdings (Luxembourg) S.a.r.l. Director of LAVIPHARM GROUP HOLDING S.A. Chairwoman of the Board of Lavisoft S.A. Chairwoman of the Board of Integra Center S.A. Telemaque Jean Lavidas Director of Laboratoires Lavipharm S.A.S. Director of CCA (center for community alternatives) Director of Lavisoft S.A. Director of Integra Center S.A. Panagiotis Giannouleas Director of Hellenic Association of Pharmaceutical Companies (SFEE) Christos Diamantopoulos Professor at the Strategic Planning and Economics Master's programme of the University of Peloponnese Strategic Advisor to the Board of Directors of "Endeavor Greece"
47 Sophia Kounenaki - Efraimoglou A’ Vice-President of the Athens Chamber of Commerce & Industry Vice-Chairwoman of the Board of the Foundation of the Hellenic World Chairwoman of the Board & CEO of the company Ardittos Holdings Technology Development S.A. and President of the Institute for Education and Integration of Immigrants, companies of the Foundation of the Hellenic World President of the National Chamber Network of Women Entrepreneurs, a non-profit Chamber company Treasurer of the Board of ALBA (Athens Laboratory of Business Administration) Member of the Advisory Committee of the Hellenic Corporate Governance Council 2nd Vice-President of the Board of the agency Technopolis – Akropolis SA Industrial Business Area Chairwoman & CEO of "Industry - Trade - Construction VEK Holdings S.A." and "Ladis Commercial Hotel Tourism and Construction S.A.”, which are private financial interest management companies Member of the Business Advisory Council of the MBA International Programme of the Athens University of Economics, Member of the General Council of the Hellenic Federation of Enterprises Director of the Hellenic Association of Entrepreneurs (EENE) Dimitris Christopoulos Veritext, Inc., Board Director Anchor Glass, Inc., Board Director Asplundh, Inc., Board Director Radwell International, Inc., Board Director CVC Capital Partners, CEO Vicky (Vasiliki) Kefala Director of the European Innovation Council of the European Commission Member of the Investment Committee of the InvestEU Fund of the European Commission Election – Replacement of Directors Directors are elected by the General Assembly of the Shareholders, in accordance with the provisions of Law 4548/2018 and the Company's Articles of Association. Directors, shareholders or otherwise, are freely re-elected and revoked. In the event of resignation, death or other loss of directorship of one or more directors, the remaining directors may, at their discretion, either elect new directors to replace those who resigned, died or lost their directorship in any manner, or continue to manage and represent the Company even without replacing such directors, provided the remaining directors are at least five (5) in number. If the number of directors falls below five (5), the Board is obligated to elect replacements for the remainder of the term in office of the director or directors being replaced at least until the directors are again five (5) in number.
48 The decision on the election is subject to disclosure in accordance with Article 12 of Law 4548/2018 and shall be announced by the Board at the immediately subsequent General Assembly, which may replace the directors elected even if no such item has been included in the agenda. Constitution of the Board of Directors Immediately after being elected, the Board of Directors shall become constituted and elect a Chairperson from among the directors. The Board of Directors may also elect one or two Vice- Chairpersons, as well as one or more Managing and Executive Directors and their deputies. The Board may assign the duties of Secretary to a director or a third party. When the Chairperson is missing, absent or hindered, they shall be replaced by the Vice- Chairperson, and when the latter is missing, absent or hindered, by one (1) director designated by the Board. Calling of the Board of Directors The Board of Directors shall be called by the Chairperson or their deputy, by notice communicated to the directors at least two (2) business days prior to the date of the meeting. This notice must clearly state the items on the agenda, otherwise decisions may only be made where all the directors are present in person or by proxy and none of them objects to decisions being made. The Board of Directors must meet at the registered offices of the Company whenever required by law, the Articles of Association or the needs of the Company. By way of exception, Board meetings may be validly held in Greece, in the municipalities of Athens and Thessaloniki, as well as abroad, in the capitals of the countries of the European Union, and wherever else the Company or any company related to the Company operates within the meaning of Article 32 of Law 4308/2014. The Board of Directors may validly meet in places other than the registered offices, whether in Greece or abroad, provided all the directors attend the meeting in person or by proxy and none of them objects to the meeting being held and decisions being made. The Board of Directors may meet via teleconference, complying with the conditions laid down in Article 90(4) of Law 4548/2018. During the 2024 financial year, the Company's Board of Directors met a total of forty one (41) times, in person or by proxy eight (8) times and passed thirty three (33) resolutions remotely. The attendance of each director at the meetings held during the 2024 financial year is presented in the following table:
49 Full name Number of meetings attended in person Number of meetings attended by proxy Minas Tanes 41 --- Loukia Lavida 41 --- Telemaque - Jean Lavidas 41 --- Panagiotis Giannouleas 24 Christos Diamantopoulos 41 Sofia Efraimoglou-Kounenaki 41 --- Dimitris Christopoulos 41 (via teleconference) --- Vasiliki (Vicky) Kefala 41 --- * minutes executed remotely have been signed by all the directors. More specifically, during the 2024 financial year, the Board of Directors met a total of forty (41) times, as follows: 10.01.2024, 07.02.2024, 27.02.2024, 13.03.2024, 19.03.2024, 21.03.2024, 26.03.2024, 04.04.2024, 09.04.2024, 15.05.2024, 22.05.2024, 28.05.2024, 17.06.2024, 19.06.2024, 19.06.2024, 03.07.2024, 03.07.2024, 09.07.2024, 09.07.2024, 10.07.2024, 19.09.2024, 03.10.2024, 18.10.2024, 23.10.2024, 24.10.2024, 30.10.2024, 20.11.2024, 25.11.2024, 26.11.2024, 26.11.2024, 28.11.2024, 28.11.2024, 04.12.2024, 11.12.2024, 14.11.2024, 18.12.2024, 18.12.2024, 18.12.2024, 18.12.2024, 19.12.2024, 23.12.2024. Information on the number of shares held by each director and the general manager: DIRECTORS OF LAVIPHARM S.A. NUMBER OF SHARES IN LAVIPHARM SA. MINAS TANES 12,750 LOUKIA LAVIDA 158,266 TELEMAQUE – JEAN LAVIDAS 731,651 PANAGIOTIS GIANNOULEAS 748,195 CHRISTOS DIAMANTOPOULOS 0 SOFIA EFRAIMOGLOU – KOUNENAKI 0 DIMITRIOS CHRISTOPOULOS 0 VASILIKI (VICKY) KEFALA 0
50 Quorum – Majority – Representation of members – Minutes of Meetings The Board of Directors is quorate and in valid session when attended in person or by proxy by at least half plus one of the total number of directors; however, the number of directors in attendance can never be less than three (3). In calculating the quorum, any fractions shall be omitted. Any director who is absent or hindered may be represented at one or more meetings of the Board only by another director designated in a written authorisation [including dispatch via by e-mail, telegram, fax] addressed to the Board of Directors. A director may not represent more than one other director. Resolutions of the Board of Directors are passed by an absolute majority of directors attending in person and by proxy. Each director has one vote at the Board; where they are representing an absent director, they also have the absent director's vote. The Chairperson of the Board of Directors shall have the casting vote. Minutes executed and signed by all the directors or their proxies shall generate effects as valid decisions of the Board of Directors, even if no meeting was previously held. The deliberations and resolutions of the Board of Directors shall be recorded in summary form in a special ledger which may also be kept in electronic format. At the request of a director, the Chairperson shall be obligated to enter a precise summary of that director’s opinion in the minutes. A list of directors attending the meeting of the Board in person or by proxy shall also be entered in the aforesaid ledger. The minutes of the Board of Directors are signed by the Chairperson or, in accordance with Article 10(2) of the Articles of Association, by their deputy or any director. Copies or extracts of the minutes shall be officially issued by such persons with no need for further certification. Power - Remit of the Board of Directors The Board of Directors, acting collectively, is responsible for the administration and management of corporate affairs. It generally decides on every matter concerning the Company and carries out every act, except those which, either by law or under the Articles of Association, fall within the remit of the General Assembly. In addition to the power of the General Assembly and without prejudice to the provisions of Articles 70, 71 and 72 of Law 4548/2018, the Board of Directors is entitled to decide on issuing bond loans. The Board of Directors has sufficient information to base its decisions regarding transactions between related parties, including transactions between Company subsidiaries and related parties, pursuant to the rules laid down in the Company's Rules of Procedure which have already been approved and include a Conflict of Interest Policy and a procedure for compliance with obligations concerning related parties. This procedure documents the steps taken as regards monitoring transactions with related parties and their appropriate notification to the competent bodies and shareholders of the Company.
51 Delegation of powers of the Board of Directors to directors or third parties The Board of Directors may, pursuant to a resolution passed by an absolute majority of the directors attended in person or by proxy, delegate the exercise of all or certain of its rights and powers related to the administration, management and representation of the Company to one or more persons, regardless of whether or not such persons are directors. The title and duties of each such person shall always be specified in the resolution of the Board of Directors on their appointment. Obligations of directors Pursuant to Article 15 of the Company's Articles of Association, directors may, whether on their own account or on account of third parties, take any actions falling within the Company’s objects or participate as general partners or sole shareholders or partners in any companies pursuing such objects. F. Committees of Article 10 of Law 4706/2020 and their Activities Ι. Audit Committee The establishment and operation of the Audit Committee are governed by the provisions of Article 44 of Law 4449/2017, as amended by Article 74 of Law 4706/2020, the provisions of Article 37 of Law 3693/2008 on the establishment of an Audit Committee by the directors, Law 4706/2020 on corporate governance, the relevant circulars Nos 1302/28-4-2017, 1508/17.7.2020 of the Hellenic Capital Market Commission, and decision No 1/891/30.09.2020 of the Hellenic Capital Market Commission. The Company's Audit Committee is an independent mixed committee consisting of 2 non-executive directors and one independent third party, in accordance with the specific provisions and regulations of the applicable regulatory and legislative framework and corporate governance principles, and operates within the framework of its Rules of Procedure approved by the Board of Directors, as applicable from time to time. Purpose - Remit of the Audit Committee The primary purpose of the Audit Committee is to assist and support the Company's Board of Directors in its duties as regards ensuring the quality, completeness, correctness, objectivity and integrity of financial information, evaluating the effectiveness of the Company's internal audit and risk management systems, monitoring the mandatory audit of the annual and consolidated financial statements, and overseeing the independence of the Certified Public Accountants - Auditors. Among other things, the Audit Committee: i) briefs the Company's Board of Directors on the results of the mandatory audit and explains how this audit contributed to the integrity of the financial information and what the role of the audit committee in the process in question was; ii) monitors the financial reporting process and submits, if necessary, recommendations or proposals to ensure its integrity; iii) monitors the effectiveness of the company's internal audit and risk management systems and, as the case may be, its Internal Audit Unit, as regards the audited entity's financial information, without violating the independence of said entity; iv) monitors the mandatory audit of the annual and six-monthly consolidated financial statements and in particular its performance, taking into account any findings and conclusions of the competent authority, in accordance with Article 26(6) of Regulation (EU) No 537/2014; v) oversees and monitors the independence of certified public accountants - auditors or auditing firms in accordance with Articles 21, 22, 23, 26 and 27, as well as Article 6 of Regulation (EU) No 537/2014 and in particular the appropriateness of the provision of non-audit services to the audited entity in accordance with Article 5 of Regulation (EU) No 537/2014;
52 vi) is responsible for the process of selecting certified public accountants - auditors or auditing firms and for nominating the certified public accountants - auditors or auditing firms to be appointed in accordance with Article 16 of Regulation (EU) No 537/2014, unless Article 16(8) of Regulation (EU) No 537/2014 applies. The structure, organisation, operation, remit and duties of the Audit Committee are described in detail in the regulatory framework in force as well as its Rules of Procedure. In performing its duties, the Audit Committee had full, free and unhindered access to the records, data and information that were required and necessary for serving its purpose, had direct and unobstructed access to the relevant staff and executives of the Company, was provided by Management with the appropriate resources, means and necessary infrastructure to perform its duties, and was able to use the services of external consultants. The Audit Committee remains in continual communication with the Company's Internal Audit Unit and ensures that all the requirements and conditions necessary for its seamless operation are in place. The certified public accountant-auditor reports to the Audit Committee any issue related to the course and results of the mandatory audit and submits a special report on any weaknesses in the internal audit system and, in particular, weaknesses in the procedures related to financial reporting and the preparation of financial statements. In addition to the audit report on the annual financial statements of the Company, the certified public accountant-auditor also submits to the Committee the additional report provided for in Article 11 of Regulation 537/2014. The Committee ensures coordination between Internal and External Auditors, where necessary. At least every two (2) years, the members of the Audit Committee carry out an evaluation of the effectiveness of the Audit Committee, and the results of the evaluation are discussed by the Board of Directors in order to address any weaknesses identified. The Committee conducts an annual review of the Company's internal audit framework and submits a relevant report to the Board of Directors. The above review also includes the annual report of the Commission's work. Composition of the Audit Committee The Audit Committee consists of at least three (3) members, the majority of whom meet the criteria and conditions of independence laid down in the applicable legislative framework, and have, as a whole, sufficient knowledge of the sector in which the Company operates, at least one (1) Committee member who is independent from the Company, has sufficient knowledge and experience in accounting or auditing. Furthermore, the Chairperson of the Audit Committee is independent from the Company in accordance with the applicable legislative framework. The Company's Audit Committee, as elected by the annual Ordinary General Assembly of the shareholders held on 9 July 2024, is an independent mixed committee consisting of one (1) independent non-executive director, one (1) non-executive directors, and one independent third party. More specifically, the Audit Committee consists of: i) Mr Antonis Polykandriotis, Chairman of the Committee, a third party outside the Company, Independent within the meaning of Article 9(1) and (2) of Law 4706/2020, who, in any case, also meets the criteria laid down in Article 4 of Law 3016/2002, as currently in force; ii) Mr Christos Diamantopoulos, a Non-Executive Director of the Company; iii) Mrs Vasiliki Kefala, Independent Member and Non-Executive Director of the Company, Independent within the meaning of Article 9(1) and (2) of Law 4706/2020, who, in any case, also meets the criteria laid down in Article 4 of Law 3016/2002, as currently in force.
53 In accordance with Article 44 of Law 4449/2017, the Chairman of the Audit Committee has sufficient knowledge in auditing and accounting and the members of the Committee as a whole have sufficient knowledge in the field in which the Company operates. Meetings of the Audit Committee According to its Rules of Procedure and taking into account the size, business model and extent of the Company's activities, the Audit Committee, in order to properly and effectively perform its duties, meets at least 4 times a year and on an emergency basis when required. The Committee is quorate and in valid session if all its members, including its Chairiperson, are in attendance. During the 2024 financial year (01/01/2024-12/31/2024) the Audit Committee met thirteen (13) times with the participation of all its members and its decisions were made unanimously. Where deemed necessary, key management executives involved in the governance of the Company and the ordinary auditors also attended Audit Committee meetings in order to provide the necessary clarifications or explanations. Specifically, the meetings of the Audit Committee were held on 31/01/2024, 14/02/2024, 27/02/2024, 11/03/2024, 21/3/2024, 22/05/2024, 13/06/2024, 03/07/2024, 09/07/2024, 13/09/2024, 10/10/2024, 13/11/2024, 16/12/2024. The members of the Audit Committee met and discussed with the Finance Division during several meetings of the Audit Committee. Furthermore, the members of the Audit Committee also met with the auditing company Grant Thornton within the framework of its remit and based on the provisions of Law 4449/2017 during 4 meetings as follows: 14/02/2024, 11/03/2024, 21/03/2024, 13/09/2024. Activities of the Audit Committee during the 2024 financial year (01/01/2024-31/12/2024) During the aforesaid meetings, the Audit Committee addressed issues falling within its remit. More specifically: A. Financial reporting process – Mandatory Audit The Committee met with the Company's Finance Division and was briefed on the financial reporting process. Specifically, the Audit Committee was briefed by the Company’s CFO on its financial statements on a separate and consolidated level, on the main accounting assumptions adopted regarding the preparation of the Financial Statements, the Alternative Performance Measures and their calculation method, as well as the main issues that faced the Finance Division during their preparation. The Audit Committee was also briefed by the Company's Finance Division on the Company's Condensed Interim Financial Statements on a separate and consolidated level, which were prepared in accordance with the IFRS for the period from 1/1/2024 to 30/6/2024. It held four meetings with the Certified Public Accountants - Auditors of the "Grant Thornton" Auditing Firm at the planning stage of the audit, during its execution, as well as during the preparation stage of the Audit Reports. It was briefed on the procedure and methodology to be followed by the Auditing Firm during the mandatory audit of the annual and half-yearly financial statements (corporate and consolidated). The Committee evaluated the mandatory audit plan and confirmed that it will cover the most important audit areas and take into account the Company's main business and financial risk areas. It reviewed the annual Financial Report for the 2023 financial year (01/01/2023-31/12/2023) and the Half-Yearly Financial Report for H1 of the 2024 financial year (01/01/2024-30/06/2024). It assessed the accuracy, correctness, completeness and consistency of the annual and half-yearly financial statements (corporate and consolidated) in relation to the information brought to its attention and the accounting principles applied by the Company, as well as their compliance with the applicable regulatory framework, and briefed the Board of Directors accordingly.
54 It submitted a recommendation-proposal to the annual Ordinary General Assembly of the shareholders of the Company held on 9 July 2024 regarding the election-appointment of the "Grant Thornton” Auditing Firm, after having previously evaluated the type and nature of the tasks and services to be delivered by the Auditing Firm, the time frame required to duly complete the audit, the amount of the Auditing Firm's fee, which is deemed to be reasonable and reflective of the prevailing economic conditions, the previous seamless cooperation with the Auditing Firm in question, its experience and expertise, as well as its previous experience in auditing entities of a similar size and its compliance with the applicable legislative and general regulatory framework. It examined all the services provided by the Auditing Firm and approved the Assignment of Non- Audit Services to the Certified Public Accountants - Auditors. It confirmed the impartiality, objectivity, independence and integrity of the Certified Public Accountants - Auditors, as well as the non- provision of any external directions, instructions, suggestions or recommendation by the Company's Management. It took cognisance of the additional Report in accordance with the provisions of Article 11 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014. As reflected in the Supplementary Report of the Certified Auditor for 2024, the Committee received assurance that no material misstatement risks were identified in the corporate and consolidated financial statements, either due to fraud or error. Furthermore, no findings emerged that would have a significant impact on the financial statements or the Company’s Internal Control System, thereby ensuring its smooth operation. B. Internal Audit It evaluated the staffing, organisational structure and operation of the Internal Audit Unit in order to identify any weaknesses. It evaluated the work, adequacy and effectiveness of the Internal Audit Unit, but without affecting its independence in any way. The Audit Committee evaluated and approved the annual audit schedule of the Internal Audit Division before its implementation, evaluating it based on the Company's areas of activity as well as the business and financial risks it faces. The Audit Committee monitored the effectiveness of the Internal Audit Division's systems, ascertaining the adequacy and effectiveness of the policies observed and procedures applied through the presentations of the Internal Audit Unit that took place during the year. Where necessary, it briefed the Board of Directors on the findings and results of its audits and submitted improvement proposals, where required, in order for the Internal Audit Unit to be adequately staffed with competent human resources, equipped with the necessary theoretical training, education and experience. It held meetings with the head of the Internal Audit Unit to discuss matters of his competence, as well as problems that could arise during the internal audit process. It took cognisance of the Internal Audit Unit's reports and evaluated the methods it uses to identify, monitor and address the main risks. At the same time, it monitored Management's corrective actions regarding the Internal Audit Unit's proposals and briefed the Company's Board of Directors accordingly. It monitored updates to the Internal Procedures and made proposals in that regard. It confirmed that the Internal Audit Unit has permanent and unhindered access to all the information, books, documents and records of the Company, in general, which are necessary for the proper performance of its duties, that it has direct and unobstructed access to all individual services and departments thereof and that the members of Management and Company staff cooperate to the maximum extent possible with the Internal Audit Unit and generally facilitate its work in every way, providing the necessary resources, means and infrastructure.
55 It confirmed that the head of the Internal Audit Unit is a full-time and exclusive employee, personally and functionally independent in the performance of his duties and that he does not have any incompatibility with the provisions of the applicable legislative framework. It was informed, through a relevant written statement of the Head of Internal Audit, about the independence of the Internal Audit Unit. It assessed the necessary resource requirements, as well as the potential impact of limiting the resources or audit work of the Internal Audit Unit. The Chairman of the Committee evaluated the Head of Internal Audit regarding his performance. During the 2024 financial year and in addition to Committee meetings, the Chairman of the Committee frequently cooperated with the Head of the Internal Audit Unit in order to be briefed on the course of internal audits, as well as other matters related to the responsibilities and of the organisation of the Unit. C. Risk Management It reviewed the Group's most important risks through Responsible Risk Management reports. It reviewed the operation and work of the Risk Management Unit through meetings held with the Head of Risk Management. It monitored the effectiveness of the Risk Management systems, ascertaining the adequacy and effectiveness of the policies observed and procedures applied through the presentations of the Risk Management Unit that took place during the year. D. Other Activities The Committee monitored the evaluation of the Company’s Corporate Governance System (CGS) taking into account: The results of the external independent evaluation of the CGS, conducted by the Independent Evaluation Body 'AMID Corporate Governance, Internal Controls & Internal Audit Services' with a reference date of 31.12.2024 and a reporting period from 17.07.2021 to 31.12.2024, The results of the annual regular 'Corporate Governance' audit by the Internal Audit Unit, The reports of the Regulatory Compliance Unit regarding the existence of conflict of interest cases. The Committee assisted the Board of Directors in evaluating the Corporate Governance System with a reference date of 31.12.2024, confirming its adequacy and effectiveness, as no observations emerged from the above that constitute significant weaknesses. The Committee monitored and evaluated the framework for submitting anonymous and named reports, as well as the related mechanisms available to the Company (Whistleblowing). Specifically, it reviewed the functioning of the reporting mechanisms, ensuring their effectiveness and compliance with regulatory requirements. The Audit Committee was thoroughly briefed on the institutional framework regarding non-financial information and ESG principles, it monitored the process of drafting the 2023 Sustainability Report and approved it before uploading it to the Company's website. The following is mentioned regarding the sustainable development policy:
56 Sustainable Development Policy In accordance with the relevant legislation, namely Article 14(1)(xii) of Law 4706/2020, it is stipulated that the Company's Rules of Procedure must include a Sustainable Development Policy "where required". In conjunction with Article 151 of Law 4548/2018, it is concluded that the Sustainable Development Policy applies in cases of large companies within the meaning of Annex A to Law 4308/2014. Although the Company does not belong to these cases, the Company decided to prepare and follow a Sustainable Development Policy, the main points of which are summarised below: Lavipharm's approach to sustainable development is based on its conscious commitment to responsible entrepreneurship and contributions towards humanity and society. Recognising its impact on the internal and external environment, Lavipharm prioritises sound environmental management, sound governance, human and labour rights, social contributions, and the quality and safety of its products. By incorporating the principles of sustainable development into its operations, it aims to ensure long-term sustainability and contribute to a more sustainable future. The purpose of the Sustainable Development Policy is to establish a clear framework and guidelines for integrating sustainable practices into all aspects of the Company's activities. The aim is to minimise the Company's environmental impact, to promote social responsibility, and to maintain ethical business practices. Social and environmental responsibility are directly linked to the Company's business operation while being aligned with its principles and goals. In recognition of its responsibility towards its internal and external environment, the Company has prioritised three main pillars, focusing on humans. Environment axis: Respect for the natural environment and contribution to its protection. Our top commitment is minimising the effects of our production activities and, at the same time, raising the awareness of our people and partners on issues of environmental protection. The Company focuses on reducing energy consumption, achieving efficient water management, maximising recycling while adhering to the principles of the circular economy. Humanity & Society axis: The Company emphasises the establishment of a safe and meritocratic work environment, free from discrimination, where employees feel stability, satisfaction and dedication to corporate principles and values. The Company ensures their continuous training and their fair evaluation by offering them opportunities for personal and professional growth. The top priority of the Company is to protect the health and maintain the safety of employees, applying the Prevention Principle in all areas of its activities. The Company aims at the prosperity of both its people and society at large. The development of the Company allows it to offer stable employment as well as new jobs. The social actions of the Company are linked to supporting the work of NGOs, public-benefit institutions, associations, clubs and other local government bodies. Guided by science, the Company contributes towards supporting individual and group efforts linked to the good of education, while special importance is attached to the field of culture as an integral part of the heritage and especially the culture of modern humanity. Corporate Governance axis: The Company is committed to adhering to the best principles of corporate governance, promoting ethics and integrity in its business operations. Its activities are based on transparency and full alignment with the applicable legislation on pharmaceutical companies. The Company aims at the complete satisfaction of its customers and offers high-quality products and services. The Company's long- standing commitment is to contribute to the research and development of pharmaceutical technologies. Investments in cutting-edge technologies and best manufacturing practices reflect the degree of its commitment. Lavipharm has adopted the United Nations 2030 agenda as expressed by the Sustainable Development Goals. Its priority is to achieve the targets directly related to the activities and challenges of its sector, as well as issues it recognises as essential.
57 II. Remuneration & Nominations Committee Taking into account the size of the Company and the way it operates, the Board of Directors decided to establish a joint Remuneration and Nominations Committee. The Committee consists of at least three (3) members, who are appointed by the Board of Directors. These members are all non-executive directors and the majority of them are independent of the Company, within the meaning of the provisions of Law 4706/2020, while an independent non-executive director is appointed as Chairperson of the Committee. Committee members serve the same term as directors. The Chairperson of the Committee is elected by the members of the Committee when it is constituted as a body and is an independent member within the meaning of the provisions of Law 4706/2020. Participation in the Committee does not preclude members from participating in other committees of the Board of Directors that are not involved in the day-to-day administration and management of corporate affairs. Committee members must not hold parallel posts or capacities or conduct transactions that could be considered to be incompatible with the purpose of the Committee. In the event of resignation, death or loss of membership, the Board of Directors shall appoint a new member to replace the former member from among its members for the period until the expiry of the term of the former member, subject, where applicable, to Article 82(1) and (2) of Law 4548/2018 (Government Gazette, Series I, Issue 104), which applies mutatis mutandis. The Remuneration & Nominations Committee consists of the following members: 1. Sofia Efraimoglou-Kounenaki, Independent Non-Executive Director, Chairwoman 2. Dimitrios Christopoulos, Independent Non-Executive Director 3. Christos Diamantopoulos, Non-Executive Director The Committee meets at least twice a year and keeps minutes of its meetings. During the 2024 financial year, the Remuneration & Nominations Committee met 7 times, on 12.06.2024, 13.06.2024, 28.06.2024, 01.07.2024, 02.07.2024, 09.07.2024, 16.12.2024 with all three of its members in attendance. The purpose of the Remuneration & Nominations Committee is to assist the work of the Company's Board of Directors as regards the attraction, retention, utilization and development of executives and staff of a high professional and ethical level, the development of a meritocratic framework for objective evaluation and fair reward of executive performance, the creation and maintenance of a coherent system of values and incentives with the aim of developing human resources, and compliance of the design and implementation of the Remuneration Policy and the relevant procedures followed with the applicable legislative and regulatory framework. The Committee monitors and advises the Company's Management on issues related to the Group's human resources development policy and procedures through the attraction, selection of personnel of high educational, professional and moral level, providing incentives, retention, evaluation and development of executives. As part of its role, the Committee identifies and nominates persons suitable for directorship to the Board of Directors based on a procedure laid down in its Rules of Procedure. In selecting candidates, the Committee takes into consideration the factors and criteria laid down by the Company, in accordance with the Fit-and- Proper Policy approved by the General Assembly. The Committee also formulates proposals to the Board of Directors regarding the Remuneration Policy, which is submitted for approval to the General Assembly pursuant to Article 112 of Law 4548/2018, and the remuneration of the persons who fall within the scope of the Remuneration Policy and the Company's managers, and in particular the head of the internal audit unit, and examines the information included in the final draft of the annual remuneration report, providing its opinion to the Board of Directors before report is submitted to the General Assembly. The remuneration policy and practices adopted by the Company are characterised by fairness and accountability and clearly link the performance of the Company to that of each individual.
58 The Committee operates in accordance with Articles 10, 11 and 12 of Law 4706/2020, the Greek Corporate Governance Code which the Company has voluntarily adopted, and the provisions of the Company's Rules of Procedure. During the 2024 financial year, the Remuneration & Nominations Committee: participated in determining the selection criteria and nomination procedures for directors; submitted proposals for the Diversity Policy including gender balance; submitted proposals to the Board of Directors for the nomination of prospective directors within the framework of the approved Fit-and-Proper Policy; completed the process of identifying and selecting prospective directors within the framework of the approved Fit-and-Proper Policy; evaluated the size and composition of the Board; evaluated the existing balance of qualifications, knowledge, attitudes, skills, experience relevant to corporate objectives, as well as between genders and, based on this assessment, outlined the role and competencies required to fill vacancies; designed a succession plan for the seamless continuation of the management of Company affairs and decision-making after the departure of directors; briefed the Board of Directors on the results of implementing the Fit-and-Proper Policy for directors and the taking of any measures in case of deviations; examined the Annual Remuneration Report concerning directors; submitted proposals to the Board of Directors regarding the remuneration of directors within the framework of the approved Remuneration Policy. G. Internal Audit and Risk Management System The Company, with the goal of safeguarding the interests of its shareholders as much as possible and following the internal audit framework recommended by the Code adapted to its needs, has developed and is constantly improving and upgrading an Internal Audit System (hereinafter referred to as "IAS"), which is the set of recorded audit mechanisms and procedures that cover the whole range of the Company's daily operations and procedures and which consists of the set of policies, procedures, audit mechanisms, as well as the duties and conduct which are implemented by the Board of Directors, senior management as well as by all Company staff members to ensure its seamless and efficient operation and aims at: the efficient operation of the Company with efficient use of available materials and human resources; identifying and managing existing and potential business risks, implementing a reliable framework of financial reporting and production of administrative reports; compliance with the legislative and regulatory framework as well as compliance with rules of procedure and the code of conduct; protecting the reputation and maintaining a positive perception of the Company in order to defend the interests of its shareholders, investors and employees; efficient and effective use of information systems in order to support the Company's operations, as well as the secure storage and processing of data; The strategic objectives, organisational structure and environment in which the Company operates depend on intrinsic and extrinsic changing factors. This fact makes the framework of operational risks that the Company is called upon to manage equally variable. In order to safeguard interests and ensure business continuity, the Company establishes an adequate and effective IAS, which requires periodic reassessment of the nature and scope of risks related to its operation.
59 The basic purpose of establishing the IAS is to create effective structures and procedures that allow the achievement of the Company's strategic goals, while supporting corporate governance and the effective management of operational risks. To this end, and within the framework of the IAS, the Board of Directors is briefed reports on business activities, results and forecasts, while the briefing of senior management as well as the Board of Directors is based on the provision of independent, objective assurance and by the Internal Audit Unit regarding all matters concerning the operation of the Company, as well as the promotion of its strategic initiatives. The Board of Directors is the most competent body for corporate governance, which is achieved through its actions and conduct, as well as the functions of senior management and Internal Audit. The Company's IAS consists of five (5) basic components: the Audit Environment; Risk Management; Audit Mechanisms and Safeguards; Information & Communication; Monitoring. Each of the foregoing in turn consists of individual elements, which are presented below. i. Audit Environment The audit environment represents the fundamental basis of the Company's IAS. It consists of the decisions and actions of the Board of Directors and senior management regarding the management of the Company's risks and functions as a pillar for achieving the fundamental objectives of the IAS. The audit environment is a very important factor for formulating the business strategy, for setting corporate targets, for the way the Company operates, as well as for the process of identifying, evaluating and generally managing business risks. It also affects the design and operation of audit mechanisms and safeguards, information and communication systems, and monitoring mechanisms of the IAS. The audit environment consists of multiple individual elements that determine the overall organisation and the manner of administration and operation of the Company, which are: Organisational Structure: provides a framework for the planning, execution, control and supervision of activities and includes the identification of key areas of responsibility and the establishment of appropriate reporting lines for the Company. Delegation of Powers and Duties: clear powers are assigned and a strict separation of duties is followed between the staff and management bodies of the Company. Board of Directors: operates independently of senior management and oversees the effective implementation of the principles of the IAS. Integrity, Ethical Values and Management Conduct: the Company is committed to adopting strict standards of integrity, ethics and conduct for all its staff. Human Resources Policies and Procedures: the management of human resources is determined by a clear framework of policies and procedures (such as recruitment policy, remuneration policy, evaluation, training plan, etc.) that demonstrate the dedication of senior management to the continuous development of cognitive competence and the establishment of acceptable standards of conduct. ii. Risk Management The effective management of operational risks is a fundamental pursuit of the IAS. The Company's risk management framework largely depends on the nature and extent of the risks it faces, the risk appetite level set by the Board of Directors, the risk profile, the Company's ability to mitigate the impact of existing risks, and the operating cost of specific audit mechanisms and safeguards in proportion to the benefit from the management of such risks. The effectiveness of risk management depends on:
60 setting business targets: the Company sets clearly specified targets, which are linked to its mission and vision, and which facilitate the identification and management of operational risks. risk identification: recognition of the risk factors that can affect the implementation of the business strategy and the achievement of the targets are identified at the responsibility of the Board of Directors and with the participation of senior management. Risk identification must be followed by appropriate classification and mapping to the business targets and business functions they affect. risk assessment: the Board of Directors and senior management periodically assess and re-assess the risks, at least annually, at an inherent (impact x probability of occurrence) and residual level (adequacy of audit mechanisms). risk response: the Board of Directors and senior management are the bodies responsible for determining how to respond to risk, taking into account the cost and benefit of each possible response based on defined risk tolerance limits. iii. Audit Mechanisms and Safeguards Audit mechanisms and safeguards consist of the system of policies, procedures and mechanisms implemented to ensure that actions related to the management of existing risks are implemented. They are part of all Company functions and are implemented by all staff members. Appropriate audit mechanisms and safeguards are selected in response to the specific risk levels and take into account the cost-benefit ratio. Such mechanisms concern the framework of policies and procedures implemented by the Company in order to standardise its operation and reduce exposure to operational risks, the provision of authorisations, approval procedures and approval limits, verification procedures, account tallying and other practices concerning separation of duties. The audit mechanisms applied to information systems play an important role. iv. Information & Communication A key element that determines the effectiveness of the IAS is the provision of information and the manner of communication within the Company. The content of the information concerns administrative and financial information and information on the IAS. The Company uses information and communication structures to achieve the purposes of the IAS both internally and externally with interested parties and assurance providers. Internal information and communication structures refer to all the means by which information is disseminated within the Company, which flow either from top-down or bottom-up. They concern all the Company's communication channels and may be electronic correspondence, direct meetings and daily discussions between the parties involved, awareness campaigns or updates to the Company's information systems. External information and communication structures also refer to all communication channels with external parties, such as regulatory authorities or external assurance providers, through which information is provided in response to their requests or in the context of regulatory obligations. Such channels may be represented by the framework of reports (periodical and ad hoc), e-mail and corporate announcements. v. Monitoring The monitoring of the IAS consists of the continuous evaluation of its basic elements. This is mainly achieved through the operation of the Internal Audit Division, as well as through continuous supervisory actions. The results of the assessment and the weaknesses identified in the IAS must be communicated in good time to the Company's managers who are responsible for taking corrective actions, to senior management or to the Board of Directors, depending on their importance.
61 The design of the structure and monitoring of the IAS and the corporate governance framework is based on the adoption of the three-line model. The three-line model is the approach to designing the structure around the Company's risk management and internal control, specifying roles and responsibilities in different areas and the relationship between them. The three-line model enhances the identification of structures and processes which support the achievement of targets and facilitate strong governance and effective risk management. The Company implements the model through: adapting the principles of the model to the needs of the Company and its strategic objectives; focusing on the contribution of the Risk Management Service to the achievement of strategic goals and the creation of value, as well as on matters of "defence" and protection of the Company's value; clear description and understanding of the roles and responsibilities presented in the model; implementing measures to ensure that activities and strategic objectives are aligned with the interests of all stakeholders. The fundamental principles of the three-line model are included in the following roles: i Board of Directors It is the body where all reporting lines of the Company end. It cooperates with executive management to monitor the issues of interest and to be briefed on the achievement of the Company's targets. Additionally, it is responsible for cultivating a culture of ethical conduct based on the principles of the Code of Conduct. A core responsibility of the Board of Directors is to establish governance structures, including Board committees, to delegate duties and to authorise the use of resources by senior management to perform its duties. It determines the level of risk tolerance and supervises the Internal Audit Unit, the Risk Management Service and the Regulatory Compliance Unit. As regards the Internal Audit Unit, the Board of Directors oversees its independence, objectivity and adequacy to implement its responsibilities. ii Governance The first line consists of the organisational units whose activity is directly related to the provision of services to the Company's clients and which face and manage business risks. It directs actions (including risk management) and uses corporate resources to achieve corporate targets. It maintains ongoing communication with the Board of Directors and submits reports on business results related to corporate targets and operational risks. One of its top responsibilities is to create and maintain appropriate structures and processes for corporate operations and risk management, including the IAS. It also ensures compliance with the legal, regulatory and ethical framework. The second line consists of the organisational units that specialise in risk management and are responsible for monitoring and controlling risks related to the Company's business activities. Its role is mainly to support, monitor and manage challenges related to risk management, including: the development, implementation and continuous improvement of risk management practices (including safeguards) at the Company, process and systems level;
62 the achievement of risk management objectives, such as: regulatory compliance and compliance with standards of moral and ethical conduct, internal safeguards, information and technology security, sustainability and quality assurance. Additionally, the second line of defence provides detailed information and submits reports on the adequacy and effectiveness of risk management, including the IAS. iii. Internal Audit At the third line, the Internal Audit Unit is primarily responsible for briefing the Board of Directors on the adequacy and effectiveness of the IAS, and maintains its independence from senior management. It provides independent and objective assurance services as well as advisory services to senior management on the adequacy and effectiveness of the corporate governance framework and operational risk management, supporting the achievement of corporate targets and continuous improvement. It reports to the Board of Directors in cases where its independence and objectivity are affected, it applies the appropriate safeguards and it takes the necessary protection measures required. Beyond the three lines noted above, the model includes external assurance providers who provide additional assurance for compliance with legislative and regulatory expectations that serve to protect the Company's interests. These are third parties whose participation in the corporate governance model is complementary to the three lines and they are responsible for the following: to provide assurance that the Company meets legislative and regulatory requirements aimed at protecting the interests of stakeholders and the investing public (e.g., certified public accountants- auditors of financial statements); to support Management and the Board of Directors in developing and evaluating the IAS (e.g., external consultants). More specifically, as regards both the production and the financial and other functions of the Company, a system of safeguards is implemented to prevent or detect material deviations in good time in order to ensure the reliability of the financial statements, the effectiveness and efficiency of operations and compliance with laws and regulations. Based on specific materiality criteria (quantitative and qualitative), the important areas and activities as well as the companies of the group that should be included in the scope of the system are identified. Procedures are created, responsibilities and policies are specified, and control points are designed and continually implemented by Management and staff. The Board of Directors is ultimately responsible for monitoring and evaluating the effectiveness and adequacy of the Internal Audit System. The following bodies are responsible for ensuring compliance with the Internal Audit System: a) the Audit Committee; and b) the Internal Audit Unit. A detailed description of the activities of the Audit Committee is set out in section F. Committees of Article 10 of Law 4706/2020 and their Activities The Internal Audit Unit operates in accordance with Articles 15 and 16 of Law 4706/2020, the Greek Corporate Governance Code which the Company has voluntarily adopted, and the provisions of the Company's Rules of Procedure. The operation of the Internal Audit Unit is described in detail in its Rules of Procedure. The Internal Audit Rules of Procedure are approved, take effect and are amended pursuant to a resolution passed by the Company's Board of Directors, following a recommendation from the Audit Committee. The Head of the Internal Audit Unit evaluates the adequacy of the content of the Internal Audit Rules of Procedure and proposes to the Audit Committee the necessary amendments or additions so as to continuously ensure and facilitate the achievement of the objectives of the Internal Audit Unit's activity.
63 The duties of the Head of the Internal Audit Unit include: the monitoring, control and evaluation of the implementation of the Company's Rules of Procedure, with particular regard to the adequacy and correctness of the financial and non-financial reporting provided, risk management, regulatory compliance and corporate governance code adopted by the Company; the quality assurance mechanisms; the corporate governance mechanisms; compliance with the commitments found in the Company's prospectuses and business plans concerning the use of funds raised from the regulated market. The duties of the Internal Control Unit also include the following: providing assurance that the risk identification and management procedures implemented by Management are adequate; providing assurance as to the effectiveness of the internal audit system; providing assurance as to the quality and reliability of the information provided by Management to the Board of Directors regarding the internal audit system. The Internal Audit Unit is an independent organisational unit within the Company and is supervised by the Audit Committee. The Head of the Internal Audit Unit is appointed pursuant to a resolution passed by the Company's Board of Directors following a proposal from the Audit Committee. They are a full-time, exclusively employed person, personally and functionally independent and objective in the performance of their duties and they must have the appropriate knowledge and relevant professional experience. They are administratively subordinate to the CEO and operationally subordinate to the Audit Committee. The head of the Internal Audit Unit submits the annual audit schedule, the requirements of the resources necessary, as well as the consequences of restricting the resources or audit work of the department, in general, to the Internal Audit Unit. The annual audit schedule is prepared on the basis of the assessment of the risks facing the Company after first having taken the opinion of the Audit Committee into consideration. The head of the Internal Audit Unit attends the General Assemblies of shareholders. With regard to its areas of responsibility, the Internal Audit Unit prepares and submits reports to the audited departments containing any findings, the risks deriving from these findings and proposals for improvement, where applicable. The aforesaid reports, following incorporation of the relevant views expressed by the audited departments, the actions agreed upon, where applicable, or their acceptance of the risk of taking no action, the restrictions to the scope of its audit, where applicable, the final internal audit proposals and the results of the response of the Company’s audited departments to its proposals are submitted to the Audit Committee on a quarterly basis as a minimum. Furthermore, the Internal Audit Unit periodically follows up on the degree of implementation of the actions agreed upon and briefs the Audit Committee accordingly. Additionally, the Internal Audit Unit submits reports to the Audit Committee at least every three (3) months containing the most important issues and its proposals concerning its aforesaid duties, which the Audit Committee presents and submits, together with its observations, to the Board of Directors. The Internal Audit Unit cooperates and coordinates its work with the other organisational units of the Company that constitute the first and second line of defence in order to effectively and efficiently cover all areas of audit interest with no overlap. The Internal Audit Unit may, at the request of the Management, provide consulting services on issues such as: evaluation of procedures, information systems so that they are in accordance with the Internal Audit systems. The type and duration of the consulting services must not hinder the objectivity and independence of the Internal Auditors. The head of the Internal Audit Unit provides in writing any information requested by the Hellenic Capital Market Commission, cooperates with it and facilitates in every possible way its monitoring, control and oversight by the Commission.
64 Risk Management: Risk Management is a key element of the Company's Internal Audit System. An independent Risk Management Unit has been established at the Company and reports to the Audit Committee. Furthermore, the Company has put in place a Risk Management Policy which lays down the principles of risk management and the role of the Risk Management Unit within the Company. The Risk Management Policy primarily ensures: the periodic identification and assessment of the most important risk events related to the Company's activities and operations; the effective management and response to the risks identified; the effective monitoring of the development of risks and the maintenance of a Risk Register. In implementing the Risk Management Policy, the Company takes into account: the nature and origin of the risks it faces; the extent of the risks that the Management can accept; the possibility of occurrence of the above risks; the size of the impact of risk occurrence on the Company's activities, taking into account the preparedness of its audit mechanisms. The Company evaluates on an annual (at least) basis the risks it may face. The Company has put in place appropriate mechanisms to assess and manage the risks related to the preparation of the financial statements. This activity consists of an integrated approach to the risks faced by the Company with the aim of identifying them, calculating them and ultimately managing them. It covers credit risk (counterparty risk), liquidity risk, market conditions risk, business risk, as well as operational risk (process risks, facilities risks, etc.) The Head of the Risk Management Unit submits to the Audit Committee reports on an annual basis to the Audit Committee regarding all its activities. The Audit Committee receives and reviews the reports and briefs the Board of Directors accordingly. Monitoring of the Corporate Governance System (C.G.S.) External Evaluation of the Corporate Governance System. According to Article 4, paragraph 1 of Law 4706/2020, the Board of Directors supervises the implementation of the corporate governance system as defined by the provisions of Articles 1 to 24 of Law 4706/2020. It monitors and periodically evaluates the implementation and effectiveness of the system at least every three (3) financial years, taking the necessary actions to address any deficiencies. According to Article 13 of the aforementioned law, the corporate governance system includes at least the following: (a) an adequate and effective internal control system, including risk management and regulatory compliance systems, (b) adequate and effective procedures for the prevention, detection, and resolution of conflicts of interest, (c) adequate and effective communication mechanisms with shareholders to facilitate the exercise of their rights and active dialogue with them (shareholder engagement), and (d) a remuneration policy that contributes to the business strategy, long-term interests, and sustainability of the Company. The Company, by decision of its Board of Directors, entrusted the Independent Evaluation Body “AMID Corporate Governance, Internal Controls & Internal Audit Services” with the task of evaluating the implementation and effectiveness of the Company’s Corporate Governance System (“C.G.S.”), with a reference date of December 31, 2024, and a reporting period from July 17, 2021, to December 31, 2024. This evaluation of the C.G.S. was successfully completed in March 2025. A significant part of the evaluation was covered during the previous fiscal year, as a subset of the C.G.S. is the Internal Control System, the adequacy of which had been evaluated by the same body, with a reporting period from July 17, 2021, to
65 December 31, 2022, and the evaluation report issued in March 2023, the conclusion of which is mentioned in the Corporate Governance Statement for the 2022 fiscal year. The Evaluation Report on the implementation and effectiveness of the Corporate Governance System, dated March 21, 2025, is signed by the Project Manager and Partner of the aforementioned Independent Evaluation Body, Mr. Vassilis Monogyios (CIA, CRMA, CPA, COSO icf cert.). According to the findings of the above-mentioned report, the evaluation of the implementation and effectiveness of the C.G.S., which began at the end of 2024, was carried out in a timely and appropriate manner, following the best international practices, including the International Professional Practices Framework for Internal Auditing (Institute of Internal Auditors: The International Professional Practices Framework) and the COSO Internal Control Integrated Framework. The conclusion of the above evaluation report on the implementation and effectiveness of the C.G.S. is as follows: "Based on the work we performed, as described above in the 'Scope of Work Performed - Evaluation Criteria' section, as well as the evidence obtained regarding the evaluation of the implementation and effectiveness of the Company’s C.G.S., with a reference date of December 31, 2024, nothing has come to our attention that could be considered as a material weakness in the Company's C.G.S., according to the Evaluation Criteria." H. Reference to the information required under Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC The information required under Article 10(1) of Directive 2004/25/EC of the European Parliament and of the Council is included, in accordance with Article 4(7) of Law 3556/2007, in the Explanatory Report which forms part of the Annual Report of the Board of Directors and is presented above. The Chairman of the Board MINAS TANES Paiania, 03 April 2025
66 LAVIPHARM S.A. INDUSTRIAL AND COMMERCIAL PHARMACEUTICALS, CHEMICALS AND COSMETICS SOCIÉTÉ ANONYME Annual Financial Statements Corporate and Consolidated as at 31 December 2024 (1 January – 31 December 2024) in accordance with International Financial Reporting Standards ("IFRS") The Financial Statements were approved for publication by the Board of Directors of the Company on 03 April 2025 and have been uploaded to the internet at https://www.lavipharm.com Paiania, 03 April 2025 THE CHAIRMAN OF THE BOARD THE CHIEF EXECUTIVE OFFICER THE CFO THE HEAD OF ACCOUNTING OF GROUP SERVICES OF THE GROUP MINAS TANES TELEMAQUE JEAN LAVIDAS VASILIS BALOUMIS EVANGELOS PATERAKIS ID CARD No ΑΕ 024265 ID CARD No ΑΟ874982 ID CARD No ΑΟ 868773 ID CARD No AK 511468 Reg. No of the AOEE 141586 1 ST CLASS
67 Contents Independent Auditor’s Report ............................................................................................. 4 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED ON 31 DECEMBER 2024 .......................................................................................................... 69 STATEMENT OF FINANCIAL POSITION FOR THE FINANCIAL YEAR THAT ENDED ON 31 DECEMBER 2024 ................................................................................................................................... 70 STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR THAT ENDED ON 31 DECEMBER 2024 ................................................................................................................................... 71 CASH FLOW STATEMENT FOR THE FINANCIAL YEAR THAT ENDED ON 31 DECEMBER 2024 73 NOTES ON THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR THAT ENDED ON 31 DECEMBER 31/12/2024 ......................................................................................................................... 74 1. General information ........................................................................................................................... 74 2. Basis for preparation of the Financial Statements ........................................................................ 76 2.1 Compliance Note ............................................................................................................................. 76 3. Key accounting policies.................................................................................................................... 82 3.1 Consolidation Principles................................................................................................................. 82 3.2 Segment reporting ........................................................................................................................... 83 4. Changes in accounting policies....................................................................................................... 96 4.1. Significant accounting estimates and judgements of management ............................................ 99 5. Segment reporting ................................................................................................................ 99 6. Other operating income - (expenses) ..................................................................................... 101 7. Cost of sales / Administrative expenses / selling and distribution expenses / research and development expenses .............................................................................................................................. 101 8. Employee benefits ........................................................................................................................... 102 9. Net finance costs ............................................................................................................................. 103 10. Income tax ...................................................................................................................................... 103 11. Property, plant & equipment ........................................................................................................ 104 11.1 Right-of-use assets ..................................................................................................................... 106 11.2 Investment properties ................................................................................................................. 107 12. Intangible assets ............................................................................................................................ 109 13. Investments in subsidiaries and affiliates .................................................................................. 110 14 (a). Other non-current assets ........................................................................................................ 112 14 (b). Other non-current liabilities .................................................................................................... 112 15. Inventories ...................................................................................................................................... 113 16. Trade and other receivables ......................................................................................................... 114 17. Cash and Cash Equivalents and restricted cash ....................................................................... 114 18. Share capital and share premium ................................................................................................ 114 19. Reserves ......................................................................................................................................... 115 20. Trade and other payables ............................................................................................................. 116 21. Borrowings ..................................................................................................................................... 116 21.1 Leases ........................................................................................................................................... 117 22. Deferred tax assets/(liabilities) ..................................................................................................... 119 23. Provision for compensation for staff leaving service .............................................................. 120 24. Discontinued Operations ............................................................................................................. 122 25. Share-based payments ................................................................................................................ 124
68 26. Earnings / (losses) per share ....................................................................................................... 126 27. Dividends per share ...................................................................................................................... 127 28. Contingent obligations.................................................................................................................. 127 29. Contingent Commitments............................................................................................................. 127 30 Transactions with related parties ................................................................................................. 128 31. Financial risk management .......................................................................................................... 130 31.1 General .......................................................................................................................................... 130 31.2 Credit risk ..................................................................................................................................... 131 31.2.1 Trade and other receivables .................................................................................................... 131 31.2.2 Guarantees ................................................................................................................................ 131 31.2.3 Exposure to credit risk ............................................................................................................. 131 31.2.4 Impairment Losses .................................................................................................................. 132 31.3 Liquidity risk................................................................................................................................. 133 31.4 Market condition risk................................................................................................................... 134 31.4. Foreign exchange risk................................................................................................................ 134 31.4.2 Interest rate risk ........................................................................................................................ 134 31.4.2.1 Cash flow sensitivity analysis for floating rate financial instruments ............................ 135 31.5 Capital management.................................................................................................................... 135 32. Fair values ...................................................................................................................................... 136 33. Events after the date of the financial statements....................................................................... 137 REPORT ON THE USE OF FUNDS RAISED FROM THE SHARE CAPITAL INCREASE IN CASH138
69 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED ON 31 DECEMBER 2024 (Amounts in thousands of euros, unless otherwise stated) GROUP COMPANY Note. 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 Revenue 5 52,946 47,838 36,580 34,445 Cost of Sales 7 (27,867) (25,688) (21,915) (21,004) Gross profit 25,079 22,150 14,665 13,441 Other operating income 6 2,068 1,582 1,204 1,171 Administrative expenses 7 (7,940) (6,166) (6,731) (5,229) Selling & distribution expenses 7 (12,958) (11,943) (3,833) (3,531) Research & Development expenses 7 (631) (430) (631) (430) Investment properties’ valuation 11.2 157 367 157 367 Bonds’ valuation 14(c) 0 89 0 89 (Impairment) / reversal of impairment of receivables 14(c) - 1 - - Equity shares’ valuation 6 (238) (475) (161) (238) Other operating expenses 5,538 5,176 4,670 5,640 Finance Income 9 157 270 156 270 Finance Costs 9 (2,090) (2,227) (1,514) (1,673) Gain from liquidation of subsidiary 13 - - 1,072 - Impairment of investment in subsidiaries 13 - - - (838) Net finance costs (1,934) (1,957) (286) (2,241) Profit before tax 3,604 3,219 4,384 3,399 Income tax 10 5,060 (1,248) 4,317 (1,038) Net profit for the year from continuing operations 8,664 1,970 8,702 2,360 Losses from discontinued operations 24 315 (101) - - Profit for the year, net of income tax (A) 8,979 1,869 8,702 2,360 Distributed to: Owners of the parent company 8,982 1,871 8,702 2,360 Non-controlling interests (3) (2) - - Other Comprehensive Income:: Items not reclassified to the income statement in subsequent years Actuarial Profit / (Loss) net of tax 23 (28) (46) (33) (34) Other comprehensive income net of income tax (B) (28) (46) (33) (34) Total Comprehensive Income (A + B) 8,950 1,823 8,669 2,326 Distributed to: Owners of the parent company 8,953 1,825 8,669 2,326 Non-controlling interests (3) (2) - - Basic earnings per share from continuing operations (in euro) 26 0,0515 0,0118 0,0517 0,0141 Adjusted earnings per share from continuing operations (in euro) 26 0,0514 0,0117 0,0516 0,0140 Basic losses per share from discontinued operations (in euro) 26 0,0019 (0,0006) - - Adjusted losses per share from discontinued operations (in euro) 26 0,0019 (0,0006) - - The notes on pages 74 to 137 constitute an integral part of these financial statements. The amounts of the previous financial year from 1 January to 31 December 2023 have been revised based on the requirements of IFRS 5; see note 2.1.   
70 STATEMENT OF FINANCIAL POSITION FOR THE FINANCIAL YEAR THAT ENDED ON 31 DECEMBER 2024 (Amounts in thousands of euros, unless otherwise stated) GROUP COMPANY Note 31/12/2024 31/12/2023 31/12/2024 31/12/2023 ASSETS Non-current assets Property, plant & equipment 11 10,797 8,484 10,750 8,439 Right-of-use assets 11.1 10,562 11,060 9,922 10,006 Intangible assets 12 49,679 44,541 46,495 44,140 Investment Property 11.2 2,822 2,664 2,822 2,664 Investments in subsidiaries and associates 13 - - 23,028 22,609 Deferred tax asset 22 6,547 1,254 5,431 1,105 Non-current financial assets 14(c) 2 1,048 2 1,048 Other non-current assets 14(a) 75 82 38 31 Total non-current assets 80,484 69,134 98,487 90,043 Current assets Assets held for sale 24 1,627 683 - - Inventories 15 19,460 14,834 13,434 10,475 Trade and other receivables 16 18,324 21,697 22,768 18,925 Current financial assets 14(c) 0 3 0 0 Cash,cash equivalents and restricted cash 17 5,589 8,435 3,827 7,580 Total current assets 45,000 45,652 40,030 36,980 TOTAL ASSETS 125,484 114,786 138,517 127,023 EQUITY AND PAYABLES Share Capital 18 50,607 50,361 50,607 50,361 Share Premium 18 7,166 7,413 7,166 7,413 Other reserves 19 19,052 17,555 18,840 17,397 Retained earnings (23,850) (32,591) 14,678 6,094 Total 52,976 42,737 91,292 81,264 Non-controlling interests (10) 33 - - Total equity 52,966 42,770 91,292 81,264 PAYABLES Non-current liabilities Non-current Borrowings 21 12,172 12,697 12,172 12,676 Non-current Lease liabilities 21.1 10,173 10,999 9,765 10,246 Provision for staff termination benefits 23 947 1,083 796 796 Provisions 10 - 50 - - Other non-current liabilites 14(b) 10,101 11,386 7,636 8,750 Total non-current liabilities 33,393 36,215 30,369 32,467 Current liabilities Liabilities related to assets held for sale 24 900 - - - Trade and other payables 20 26,509 26,882 11,922 10,710 Income tax payable 245 242 - - Current Lease liabilities 21.1 905 684 655 369 Current Borrowings 21 10,566 7,993 4,279 2,212 Total current liabilities 39,125 35,801 16,856 13,291 Total liabilities 72,518 72,016 47,225 45,758 TOTAL EQUITY AND LIABILITIES 125,484 114,786 138,517 127,023 The notes on pages 74 to 137 constitute an integral part of these financial statements.   
71 STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR THAT ENDED ON 31 DECEMBER 2024 (Amounts in thousands of euros, unless otherwise stated) GROUP Note Share Capital Share Premium Other Reserves Retained Earnings Total Non-controlling interests Total Balance on 01/01/2023 50,361 7,413 16,769 (34,265) 40,278 35 40,313 Creation of a statutory reserve from the profits of the 2022 financial year - - 197 (197) - - - Creation of a reserve for stock option plan and stock award plan 25 - - 635 - 635 - 635 Profit / (Loss) for the year after tax - - - 1,871 1,871 (2) 1,869 Actuarial gains/(losses) net of taxes 23 - - (46) - (46) - (46) Balance on 31/12/2023 50,361 7,413 17,555 (32,591) 42,737 33 42,770 Balance on 01/01/2024 50,361 7,413 17,555 (32,591) 42,737 33 42,770 Creation of a statutory reserve from the profits of the 2023 financial year 19 - - 118 (118) - - - Creation of a reserve for stock option plan and stock award plan 19,25 - - 1,358 - 1,358 - 1,358 Profit / (Loss) for the year after tax - - - 8,982 8,982 (3) 8,979 Share capital increase through the capitalization of share premium reserve 18 247 (247) - - - - - Actuarial gains/(losses) net of taxes 23 - - (28) - (28) - (28) Other reserves to retaired earnings - - 50 (50) - - - Increase in subsidiary’s share - - - (73) (73) (39) (112) Balance on 31/12/2024 50,607 7,166 19,052 (23,850) 52,976 (10) 52,966 The notes on pages 74 to 137 constitute an integral part of these financial statements.   
72 STATEMENT OF CHANGES IN EQUITY for the financial year that ended on 31 December 2024 (Amounts in thousands of euros, unless otherwise stated) COMPANY Note Share Capital Share Premium Other Reserves Retained Earnings Total Balance on 01/01/2023 50,361 7,413 16,600 3,930 78,304 Creation of a statutory reserve from the profits of the 2022 financial year - - 197 (197) - Creation of a reserve for stock option plan and stock award plan 25 - - 635 - 635 Profit for the year after tax - - - 2,360 2,360 Actuarial gains/(losses) net of taxes 23 - - (34) - (34) Balance on 31/12/2023 50,361 7,413 17,397 6,094 81,264 Balance on 01/01/2024 50,361 7,413 17,397 6,094 81,264 Creation of a statutory reserve from the profits of the 2023 financial year 19 - - 118 (118) - Creation of a reserve for stock option plan and stock award plan 19 - - 1,358 - 1,358 Profit for the year after tax - - - 8,702 8,702 Share capital increase through the capitalization of share premium reserve 18 247 (247) - - - Actuarial gains/(losses) net of taxes 23 - - (33) - (33) Balance on 31/12/2024 50,607 7,166 18,840 14,678 91,292 The notes on pages 74 to 137 constitute an integral part of these financial statements.
LAVIPHARM Α.Ε. 73 CASH FLOW STATEMENT FOR THE FINANCIAL YEAR THAT ENDED ON 31 DECEMBER 2024 (Amounts in thousands of euros, unless otherwise stated) GROUP COMPANY Cash flows from operating activities Note 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 Profit before tax from continuing operations 3,604 3,219 4,384 3.399 Adjustments for: Depreciation & Amortization 7 4,580 4,214 4,076 3.894 Bonds and equity shares valuation 14(c) (0) (91) (0) (89) Investment properties valuation 11.2 (157) (367) (157) (367) Impairment of investment in subsidiaries - - - 838 Impairment/reversal of provision for receivables (317) - (190) - Provisions (including accrued expenses) 1,332 259 309 109 Gain and Loss from investing activity - (405) - (405) Other non-cash transactions 25 1,358 635 1,137 531 Gain from liquidation of subsidiary - - (1,072) - Finance income 9 (156) (270) (156) (270) Finance costs 9 2,090 2,227 1,514 1.673 12,334 9,421 9,844 9.312 Plus/ minus adjustments for working capital account movements Decrease / (increase) in inventories (5,335) (4,942) (2,924) (3.668) Decrease / (increase) in trade and other receivables (1,277) (6,227) (5,653) (5.383) Decrease / (increase) in other long-term receivables (10) 35 (7) 13 (Decrease) / increase in trade and other payables 137 2,650 (339) 977 Less: Interest paid (1,925) (1,934) (1,349) (1.377) Taxes paid (172) (261) - - Operating activities from discontinued operations 888 1,541 - - Net cash flows from operating activities 4,640 284 (428) (126) Cash flows from investing activities Increase in subsidiary’s share 13 - - (88) (1.150) Capital return from subsidiaries - - 963 - Purchase of tangible and intangible assets 11,12 (9,644) (4,049) (6,315) (3.919) Proceeds from sales of tangible and intangible assets - 405 - 405 Interest received 156 255 156 255 Investing activities from discontinued operations (11) (68) - - Net cash flow from investing activities (9,500) (3,458) (5,284) (4.409) Cash flow from financing activities Loans granted 21 34,174 47,647 3,800 21.296 Purchase of bonds & Greek treasury bills 14(c) - (2,495) - (2.495) Maturity/collection of bonds & Greek treasury bills 14(c) 1,047 2,033 1,047 2.033 Loan repayments 21 (31,478) (50,781) (2,202) (24.752) Lease repayments 21.1 (928) (1,133) (684) (935) Financing activities from discontinued operations (658) (1,905) - - Net cash flow from financing activities 2,156 (6,634) 1,960 (4.853) Net increase / (decrease) in cash and cash equivalents and restricted cash (2,704) (9,808) (3,753) (9.389) Impact of foreign exchange differences on cash,cash equivalents and restricted cash - - - - Cash, cash equivalents and restricted cash at the beginning of the year 17 8,435 18,243 7,580 16.969 Cash, cash equivalents and restricted cash at the end of the year 5,731 8,435 3,827 7.580 Cash, cash equivalents and restricted cash in discontinued operations (142) - - - Cash, cash equivalents and restricted cash in continuing operations 5,589 8,435 3,827 7,580 The notes on pages 74 to 137 constitute an integral part of these financial statements.  
LAVIPHARM Α.Ε. 74 NOTES ON THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR THAT ENDED ON 31 DECEMBER 31/12/2024 1. General information The Group consists of the following companies: LAVIPHARM S.A. (Parent company) The company LAVIPHARM SA is a société anonyme, with registered offices in Paiania, Attica, carries out activities in the Pharmaceuticals, Chemicals and Cosmetics industry, and is listed on the Athens Stock Exchange. As of 31 December 2024, the Company employed 204 persons. LAVIPHARM HELLAS S.A. Founded in 1992, with registered offices in Paiania, Attica, carrying out activities in the prescription and OTC medicine industry (Parapharmaceuticals). As of 31 December 2024, the company employed 82 people. LAVIPHARM ACTIVE SERVICES SINGLE-MEMBER S.A. Founded in 1994 and headquartered in Paiania, Attica, the company was engaged in the trade of pharmaceutical products and related items sold in pharmacies. On September 12, 2024, the Extraordinary General Meeting of shareholders decided to dissolve and liquidate the subsidiary company. On December 20, 2024, the minutes of the General Meeting dated December 17, 2024, approving the liquidation balance sheet as of December 12, 2024, were registered in the General Commercial Registry (GEMI) under KAK 5075242. Following the approval of the liquidation balance sheet, the company was subsequently deleted from the GEMI registry PHARMA PLUS Pharmacy Services S.A. Founded in 2000 and headquartered in Paiania, Attica, the company is engaged in providing services to pharmacies. As of 31/12/2024, it employed 13 people. On 30/12/2024, the share purchase agreement was signed, transferring all shares of the company to a third party for a consideration that includes a fixed amount of EUR 1.5 million and a variable amount to be determined based on the company's future financial figures. The share transfer and payment of the fixed amount of the consideration were completed in January 2025. PHARMA LOGISTICS S.A. Founded in 2001 and headquartered in Paiania, Attica, the company was engaged in providing logistics services. On December 31, 2009, various contracts between the subsidiary company Pharma Logistics AE and multinational pharmaceutical companies expired, under which Pharma Logistics AE provided logistics services to these pharmaceutical companies. The termination of these collaborations resulted in a contraction of Pharma Logistics AE’s turnover. In this context, and for the optimal allocation of resources within the Group’s companies, it was decided to transfer/assign the remaining contracts of Pharma Logistics AE to the parent company Lavipharm AE, which now executes them by providing the related services. As of December 31, 2024, the company does not employ any personnel. Its management is exploring all possible options for utilizing the company in related activities . LAVIPHARM DERMOCOSMETICS SINGLE-MEMBER S.A. (formerly "CASTALIA LABORATOIRES DERMATOLOGIQUES SINGLE-MEMBER S.A.") Founded in 2004 and headquartered in Paiania, Attica, the company operates in the cosmetics sector. It does not employ any personnel as of 31/12/2024. On 05/08/2024, the decision numbered 9289 – 05/08/2024 of the G.E.MI. Service was recorded in the General Commercial Registry (G.E.MI.), approving the dissolution and liquidation of the company, as per the decision of the General Assembly of shareholders dated 02/08/2024 LAVIPHARM LIMITED
LAVIPHARM Α.Ε. 75 Founded in 2001 and headquartered in Nicosia, Cyprus, the company is engaged in the import, promotion, and sale of pharmaceutical products and cosmetics. It does not employ any personnel as of 31/12/2024. In December 2024, the General Assembly of shareholders approved its dissolution. LAVIPHARM SA GROUP TABLE OF INVESTMENTS:
LAVIPHARM S.A. Group
Company Name Consolidation Method Activity Holding % on
31/12/2024 31/12/2023
· Lavipharm S.A. Parent company Industrial and Commercial - -
· Lavipharm Hellas S.A. Full Industrial and Commercial 99.92% 99.92%
· Lavipharm Active Services SA. was dissolved through liquidation in December 2024 Full Pharmaceutical Wholesaler - 100.00%
· Pharma Logistics S.A. Full Distribution services 96.52% 96.52%
· Pharma Plus Pharmacy Services S.A. Full Pharmacy services 100.00% 95.69%
- LAVIPHARM DERMOCOSMETICS S.A. (formerly Castalia) – Under Liquidation Full Commercial 100.00% 100.00%
· Lavipharm Limited– Under Liquidation Full Distribution services 100.00% 100.00%
Lavipharm S.A. has the power to appoint the majority of the Board of Directors of all companies consolidated on a full basis.
LAVIPHARM GROUP CONSOLIDATED SUBSIDIARIES WITH NET EQUITY LESS THN 1/2 OF REGISTERED SHARE CAPITAL OR EVEN NEGATIVE AS OF 31/12/2024
NET EQUITY SHARE BOOK VALUE AT PARENT COMPANY'S BOOKS
31/12/2024 31/12/2023
LAVIPHARM HELLAS S.A. (15,381) 99.92% 21,537
Less: Provision for impairment of investment - 21,537
LAVIPHARM DERMOCOSMETICS SINGLE- MEMBER S.A. (formerly Castalia) (6) 100.00% 1,141
Less: Provision for impairment of investment (1,141) -
LAVIPHARM LIMITED - 100.00% 3,334
Less: Provision for impairment of investment (3,334) -
As of December 31, 2024, the total number of employees in the Lavipharm S.A. Group was 299, compared to 307 employees on December 31, 2023. All the aforementioned investments have been fully eliminated in the consolidated financial statements of the Group due to the application of the full consolidation method 1.1 The liquidation of Lavipharm Active Services was completed on December 20, 2024, when the company's deregistration from the G.E.MI. registry was announced. The company reported total profits of EUR 1,072 for the period 1/1-12/12/2024 (liquidation closing balance sheet), and its equity amounted to EUR 1,643 as of 12/12/2024. The assets consisted of cash reserves of EUR 240 and the investment in the subsidiary company Pharma Plus amounting to EUR 1,403, which was transferred to the parent company Lavipharm AE as an in- kind distribution within the framework of completing the company's liquidation. The results of Lavipharm Active Services are presented as discontinued operations in the attached consolidated financial statements in accordance with IFRS 5. 1.2 PHARMA PLUS S.A., a company providing specialized services to pharmacies, recorded post-tax losses of EUR 99.68 (2023: Profits of EUR 2.72) for the fiscal year ending December 31, 2024, at which time its total equity remained positive. The subsidiary's sales amounted to EUR 2.43 million compared to EUR 3.05 million in 2023. On December 30, 2024, a share purchase agreement was signed for the sale of all its shares to Diorama Investments II RAIF, S.C.A., an investment fund managed by Deca Investments A.E.D.O.E.E., for a consideration comprising a fixed amount of EUR 1.5 million and a variable amount to be determined based on the company’s future financial performance. The share transfer and payment of the fixed portion of the
LAVIPHARM Α.Ε. 76 consideration were completed in January 2025. The financial information included in these financial statements has been classified under the Group’s discontinued operations, as the subsidiary qualifies as an asset held for sale for the purposes of the consolidated financial statements as of December 31, 2024 1.3 LAVIPHARM HELLAS S.A. reported post-tax profits of EUR 1.28 million for the fiscal year ending December 31, 2024, at which date the total equity is negative. The management of the parent company, LAVIPHARM S.A., is considering the possibility of further increasing the share capital of the subsidiary LAVIPHARM HELLAS S.A. through the capitalization of liabilities. 1.4 Lavipharm Dermocosmetics M.A.E. (formerly Castalia Laboratoires Dermatologiques M.A.E.) reported post-tax losses of EUR 15.01 for the fiscal year ending 2024. The financial information of the subsidiary included in these financial statements has not been prepared on a going concern basis, as on August 5, 2024, the August 2, 2024, decision of the General Assembly of shareholders approving its dissolution and liquidation was registered with G.E.MI. The results of Lavipharm Dermocosmetics M.A.E. are presented as discontinued operations in the attached consolidated financial statements in accordance with IFRS 5. 1.5 LAVIPHARM LIMITED, headquartered in Cyprus, reported post-tax profits of EUR 55.04 for the period ending December 31, 2024. In December 2024, the General Assembly of shareholders approved the company's dissolution; therefore, the subsidiary's results are presented as discontinued operations in the attached consolidated financial statements in accordance with IFRS 5. 1.6 PHARMA LOGISTICS S.A. reported post-tax losses of EUR 10.02 for the fiscal year ending 2024. The company has no revenue, and its management is exploring all possibilities for utilizing the company. The Financial Statements (consolidated and corporate), the Audit Report of the Certified Public Accountant Auditor, and the Management Report of the Board of Directors of Lavipharm S.A. are posted at: https://www.lavipharm.com. The Financial Statements and Audit Reports of the Certified Public Accountants of the Lavipharm Group companies that are consolidated but not listed (according to Decision 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission) are posted at the following address: https://www.lavipharm.com. 2. Basis for preparation of the Financial Statements 2.1 Compliance Note The consolidated and separate Financial Statements of the Company as of December 31, 2024, covering the period from January 1 to December 31, 2024, comply with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as well as the Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and adopted by the European Union as of December 31, 2024. The Group applies all International Accounting Standards (IAS), International Financial Reporting Standards (IFRS), and their Interpretations applicable to its operations. The consolidated annual financial statements of the Company include the financial statements of the parent company LAVIPHARM S.A. as well as its subsidiaries, which are referenced in Section 1 "General Information."
LAVIPHARM Α.Ε. The annual financial statements are expressed in thousands of euros, and it is noted that any discrepancies in the totals of the attached annual financial statements and analyses are due to rounding. The accounting principles on which these annual financial statements were prepared are consistent with those used for the preparation of the annual financial statements for the fiscal year 2023, as well as with all modifications listed in Section 4. These annual financial statements have been prepared based on the historical cost principle, except for financial assets measured at fair value through profit or loss, the financial liability from contingent consideration for the acquisition of an intangible asset, and investment properties, which, in accordance with IFRS requirements, are measured at their fair value. A detailed description of the framework, as well as the key accounting policies, is provided in Section 3. To accurately reflect comparable transactions, certain reclassifications of items have been made. These changes have not affected equity, the income statement, or other comprehensive income of the Group and the Company. The Consolidated Statement of Comprehensive Income for the previous fiscal year (1/1-31/12/2023) and the corresponding notes have been revised based on the requirements of IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations," see related note 24 "Discontinued Operations." The impact on the Consolidated Statement of Comprehensive Income for the period 1/1-31/12/2023 is as follows: STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Restated Published 01/01/2023- 01/01/2023- Difference LAVIPHARM GROUP 31/12/2023 31/12/2023 Revenue 47,838 50,929 (3,090) Cost of Sales (25,688) (27,733) 2,045 Gross profit 22,150 23,196 (1,045) Other operating income 1,582 1,676 (95) Administrative expenses (6,166) (6,564) 398 Selling & distribution expenses (11,943) (12,609) 666 Research & Development expenses (430) (430) - Investment properties’ valuation 367 367 - Bonds’ valuation 89 89 - Equity shares’ valuation 1 2 (0) Other operating expenses (475) (483) 9 Operating profit before financing and income tax 5,176 5,244 (68) Finance Income 270 270 - Finance Costs (2,227) (2,267) 39 Net finance costs (1,957) (1,997) 39 Profit before tax 3,219 3,247 (29) Income tax (1,248) (1,251) 3 Net profit for the year from continuing operations 1,970 1,996 (25) Profit/ (Losses) from discontinued operations (101) (127) 25 Profit for the year, net of income tax (A) 1,869 1,869 0 Distributed to: Owners of the parent company 1,871 1,871 1 Non-controlling interests (2) (2) (1) 77
LAVIPHARM Α.Ε. 78 The impact on the Consolidated Statement of Cash Flows for the period 1/1-31/12/2023 is as follows:
CASH FLOW STATEMENT LAVIPHARM GROUP Restated 01/01/2023- 31/12/2023 Published 01/01/2023- 31/12/2023 Difference
Profit before tax from continuing operations 3,219 3,247 (29)
Loss before tax from discontinued operations (121) 121
Profit before tax including discontinued operations - 3,127 (3,127)
Adjustments for: -
Depreciation & Amortization 4,214 4,353 (139)
Bonds and equity shares valuation (91) (91) -
Investment properties valuation (367) (367) -
Provisions (including accrued expenses) 259 195 64
Gain and Loss from investing activity (405) (405) -
Other non-cash transactions 635 635 -
Finance income (270) (270) -
Finance costs 2,227 2,345 (117)
9,421 9,521 (101)
Plus/ minus adjustments for working capital account movements -
Decrease / (increase) in inventories (4,942) (4,895) (47)
Decrease / (increase) in trade and other receivables (6,227) (4,566) (1,661)
Decrease / (increase) in other long-term receivables 35 45 (9)
(Decrease) / increase in trade and other payables 2,650 2,489 161
Less:
Interest paid (1,934) (2,049) 115
Taxes paid (261) (261) -
Operating activities from discontinued operations 1,541 - 1,541
Net cash flows from operating activities 284 284 -
Cash flows from investing activities
Purchase of tangible and intangible assets (4,049) (4,117) 68
Proceeds from sales of tangible and intangible assets 405 405 -
Interest received 255 255 -
Cash flow from discontinued operations’ investing activities (68) - (68)
Net cash flow from investing activities (3,458) (3,458) -
Net cash flow from financing activities
Loans granted 47,647 52,303 (4,655)
Purchase of bonds & Greek treasury bills (2,495) (2,495) -
Maturity/collection of bonds & Greek treasury bills 2,033 2,033 -
Loan repayments (50,781) (57,289) 6,509
Lease repayments (1,133) (1,185) 52
Cash flow from discontinued operations’ financing activities (1,905) - (1,905)
Net cash flow from financing activities (6,634) (6,634) -
Net increase / (decrease) in cash and cash equivalents (9,808) (9,808) -
Impact of foreign exchange differences on cash and cash equivalents - - -
Net cash flow from financing activities 18,243 18,243 -
Cash, cash equivalents and restricted cash at the beginning of the year 8,435 8,435 -
Cash, cash equivalents and restricted cash in discontinued operations - - -
Cash, cash equivalents and restricted cash in continuing operations 8,435 8,435 -
2.2 Basis of preparation Going concern principle The annual financial statements have been prepared based on the principle of the Group's continuous business activity (going concern), which assumes that the Company and its subsidiaries will be able to continue their operations as active economic entities in the foreseeable future, taking into account current conditions and the actions planned and implemented by Management. Following the successful share capital increase in December 2022, the Group continues its upward trajectory, with its sales and profitability significantly strengthening compared to the previous fiscal year. Specifically, consolidated sales increased by 10.7% compared to the 2023 fiscal year (Euro 52.95 million versus Euro
LAVIPHARM Α.Ε. 79 47.84 million), while adjusted EBITDA improved by 14.2% (Euro 10.39 million in 2024 versus Euro 9.10 million in 2023). As of 31/12/2024, the Group’s and the Company’s equity amounts to Euro 52.98 million and Euro 91.29 million, respectively, with working capital of Euro 5.88 million for the Group and Euro 23.17 million for the Company. Regarding its financial position, as of the reporting date of the annual consolidated financial statements, and at the date of their approval, the Group remains fully compliant with all its obligations. Furthermore, it is implementing its investment plan, creating conditions for further business development in the Greek and international markets. The strategy of the Company and the Group aims at: Enhancing sales of the clonidine transdermal patch in Italy under the brand name Catapresan and expanding into major European countries according to a business plan already developed. Developing, licensing, producing, and commercially exploiting new pharmaceutical products, primarily intended for international markets. In this context, in January 2025, a strategic commercial agreement was signed with the multinational pharmaceutical company iNova Pharmaceuticals, owner of the renowned Betadine® brand. The agreement covers the commercial distribution rights of a new antiseptic drug developed by Lavipharm, which iNova will distribute in 60 countries. This is a non- prescription (OTC) pharmaceutical product developed in Lavipharm's research laboratories in Greece, already approved by initial European regulatory authorities, with sales expected to begin in the last quarter of the year. Lavipharm will manufacture the product at its Paiania facilities for most international markets while also launching it in Greece. Seeking new opportunities to acquire dossiers of already developed pharmaceutical products, as well as acquiring rights to pharmaceutical products already available in Greek and international markets. Expanding cooperation with generic drug manufacturer ZENTIVA by gradually introducing new generic pharmaceutical products into the Greek market over the coming years. In April 2024, the Group reached an agreement to extend this collaboration until June 2029. Expanding the cannabis product portfolio in collaboration with TIKUN Europe, a leading pharmaceutical company in research, development, and production of medical cannabis products in Greece. The new TIKUN Europe product lines involve final medical cannabis products exclusively manufactured at its facility in Greece. As part of this collaboration, in July 2024, Lavipharm extended the initial contract (which was originally five years with an option for renewal) for an additional five years (until December 2033) for a total price of Euro 3.2 million. Expanding the production capacity of the factory. In this regard, in March 2025, the installation of a new transdermal drug production line was completed at the Paiania factory. This new line enables more than doubling the production of transdermal systems. Due to the above, Management has concluded that the going concern assumption is appropriate, and therefore, the Group and the Company continue to apply the "principle of continuous business activity" in preparing the annual financial statements for the fiscal year from January 1 to December 31, 2024
LAVIPHARM Α.Ε. 80 2.3 Use of Estimates Preparation of the financial statements in accordance with IFRS requires Management to make decisions, estimates and assumptions that affect the implementation of policies as well as the accounting balances of assets, liabilities, revenue and expenses on the date of preparation of the financial statements. The use of available information and the application of subjective judgement and assumptions are integral to making estimates. These estimates and assumptions are forward-looking and, as a consequence, actual results are likely to differ from accounting calculations. Such estimates and the relevant assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which they are made, if the revision affects only that period, or in the period of the revision and subsequent periods, if the revision affects both the current and future periods. The Group examines issues related to climate change in estimates and assumptions, where appropriate. Although the Group considers that its business model will remain viable after transitioning to a low- emission economy, climate-related issues increase uncertainty in estimates and assumptions concerning various financial statement items (such as the estimate of useful life of non-financial assets and impairment of tangible assets). To this end, the Group closely monitors the relevant changes and developments, such as the new legislation on addressing climate change. Information about significant areas of uncertainty concerning estimates and subjective judgements in the application of accounting policies are included in the following notes: Income tax Determining the Company's provision for income tax requires significant subjective judgement. During the ordinary course of business of the Company, numerous transactions and calculations take place, and the precise calculation of their tax is uncertain. Should the final taxes resulting from tax audits be different from the amounts initially entered, these differences will affect income tax and provisions for deferred tax during the financial year when the tax differences were determined. Investment in subsidiaries In accordance with the accounting policies followed and the requirements of IAS 36, the Group performs a relevant impairment test on assets at the end of each annual reporting period. The relevant test may be performed even earlier if there are indications of potential impairment losses. The evaluation carried out focuses on both extrinsic and intrinsic factors. For this reason, it is required to estimate the value in use of each cash generating unit. The assessment of the value in use requires the Group to estimate the future cash flows of the cash generating unit and to select the appropriate discount rate based on which the present value of the aforesaid future cash flows will be determined. Deferred tax (assets) / liabilities Deferred tax assets and liabilities are recognised in cases of temporary differences between the accounting base and the tax base of the assets and liabilities using the tax rates that have been enacted and are expected to apply during the periods when these differences are expected to be eliminated. Deferred tax assets are recognised for all deductible temporary differences and tax loss carryforwards, to the extent that is probable that taxable income will be available and used against deductible temporary differences and unused tax loss carryforwards. The Group and the Company take into account the existence of future taxable income and follow an ongoing conservative tax planning strategy when estimating the recovery of deferred tax assets.
LAVIPHARM Α.Ε. 81 Accounting estimates related to deferred tax assets require Management to make assumptions about the timing of future events, such as the probability of expected future taxable income and available tax planning opportunities. Provision for compensation for staff leaving service Staff compensation obligations are calculated based on actuarial methods, the implementation of which requires Management to estimate specific parameters such as the discount rate of said obligations, salary increase rates, retirement rates, mortality and disability rates, retirement ages and other factors. Changes to these key assumptions may have a considerable impact on the obligation and relevant expenses of each period. The net cost of each period consists of the present value of the benefits accrued during the year, the compounding of the future obligation, the protected past service cost and actuarial profits or losses. Clawback Liability Clawback is a mandatory discount percentage which is variable and depends on the excess in the total pharmaceutical expenditure in relation to the budgeted amount included in the state budget as well as the Group's share of sales on the total pharmaceutical expenditure. The higher the deviation of the total pharmaceutical expenditure from the budgeted amount in the state budget, the greater the mandatory discount on sales that is requested from pharmaceutical suppliers and health service providers. The total discount amount from Rebate and Clawback has been on an upward trend since it was first imposed. Any sales discount amount for Rebate and Clawback affects the Group's EBITDA and EAT. The state is significantly late in disclosing the Clawback amount to the companies in the industry and usually discloses it after financial statements are published. Due to the independence of financial year, the Group, following the principles of the IFRS and other accounting rules and circulars, forms provisions for the amount of the deduction due to Clawback even before this is announced by the Ministry of Health. Estimate of the useful life of assets The Group and the Company must estimate the useful life of tangible assets as well as intangible assets which are recognised either through acquisition or through business combinations. These estimates are reviewed at least on an annual basis taking into account new data and current market conditions as well as the potential impact of climate change and the environmental provisions in force on the reporting date of the financial statements. Share-based payments As of 31 December 2024, the Group and the Company have established two share-based payment plans for their executives. According to IFRS 2 which sets the framework for the recognition and accounting management of share-based payments, the Group and the Company are obliged to recognise share- based payments in their financial statements. This is done by estimating the fair value of the equity instruments available for sale on the grant date and recognising it as an expense within the vesting period. Where a plan provides for benefits through the free distribution of shares without taking into account any market related performance condition, the fair value of the plan is equal to the market value of the equity instrument on the grant date.
LAVIPHARM Α.Ε. 82 Where the share-based payment plan provides for benefits in the form of options, an estimate of the fair value of the option is required. However, if the market price of the stock option is not defined due to the instrument in question not being traded in the money and capital markets, then the estimate of the fair value of the stock option results from the valuation of the said instrument from the relevant option valuation models such as the Black-Scholes model. The use of the model requires the estimation of input parameters related to the market characteristics of the stock such as the current price of the stock, its expected volatility, the risk-free rate and the company's expected dividend yield. Parameters determined by the respective contract are also used, such as the price of exercising the option and its lifetime. Measurement of variable consideration liability upon acquisition of assets The Group applies the Financial Liability Model as an accounting policy for the accounting depiction of an asset with fixed and variable consideration, based on which: an asset is recognised at the amount of the cash consideration plus the fair value of the future contingent payments upon its acquisition, crediting an equal financial liability. The financial liability in question is valued upon initial recognition at fair value and subsequently measured at amortised cost, in accordance with the requirements of IFRS 9 "Financial Instruments". At each reporting date, the entity adjusts the carrying amount of the financial liability to reflect the estimated cash flows, based on any revisions thereof. The entity recalculates the carrying amount of the liability by calculating the present value of the estimated future cash flows based on the original effective interest rate of the financial instrument or, where applicable, the revised effective interest rate calculated in accordance with paragraph B5.4.6 of IFRS 9. . 3. Key accounting policies The accounting policies followed by the Company to prepare the annual financial statements as at 31 December 2024 are consistent with those described in the published financial statements of the financial year that ended on 31 December 2023, taking into account any revisions or adoption of new standards. The information about the accounting policies considered material for the preparation of the financial statements is as follows: 3.1 Consolidation Principles The financial statements of subsidiaries are prepared on the same date and using the same accounting principles as the financial statements of the parent company. Where necessary, restatement entries are made in order to ensure consistency of the accounting principles followed. All intercompany balances and transactions as well as intercompany profits or losses are eliminated in the consolidated financial statements. Subsidiaries are consolidated from the date on which control is acquired and cease to be consolidated from the date on which control is transferred outside the Group. a) Subsidiaries The full consolidation method is followed to present consolidated financial statements for subsidiaries controlled by the parent company. Control is considered to exist when the parent company has the power, whether directly or indirectly, to direct the financial and operating principles of management of subsidiaries in order to obtain benefits from them. To assess whether control exists, any voting rights that can currently be exercised or modified are taken into account.
LAVIPHARM Α.Ε. 83 b) Affiliates Investments in non-consolidated companies over which significant influence is exerted but which are not controlled by the parent company are consolidated using the equity method. Significant influence is mainly presumed to exist when the Company holds, whether directly or indirectly through subsidiaries, a percentage of 20% to 50% of the company's shares. According to this method, the holding is initially presented at acquisition value, fluctuating with the investor's share of the profits and losses of the holding, after the date of acquisition, as well as all corresponding fluctuations in the equity of the holding. Furthermore, the value of the holding is adjusted by the cumulative impairment of its value. c) Non-controlling interests Non-controlling interests are the part of a subsidiary's equity that is not attributable, whether directly or indirectly, to the parent company. Losses related to the non-controlling interests (minority) of a subsidiary may exceed the rights of the non-controlling interests in the equity of the subsidiary. Profits or losses and each component of other comprehensive income are credited to both the owners of the parent company and the non-controlling interests, even if this results in the non-controlling interests showing a deficit. 3.2 Segment reporting The Group's Board of Directors is the main business decision maker and reviews internal financial reports in order to assess the Group's performance and decide on resource allocation. Management has determined the business segments based on these internal reports in accordance with IFRS 8. Operating segments are defined as the segments in which the Group operates and on which the Group's internal information system is based. An operating segment domain is a department of the Group that undertakes business activities from which it derives revenue and incurs expenses, including revenue and expenses related to transactions with other departments. Results per segment include items that are directly related to a segment, as well as those that can be attributed on a logical basis. Capital expenditure per segment is the total cost incurred during the period to acquire tangible assets, as well as intangible assets other than goodwill. The application of IFRS 8 resulted in three operating segments based on the Management approach principle. The operating segments of the Group are listed below: 1) Medicines 2) Parapharmaceuticals 3) Services Details on the information per segment are referred to in note 5. 3.3 Foreign Currency Transactions The Group keeps its accounting ledgers in euros. The financial statements of the Group’s companies with a different currency from that of the parent company are translated as follows: (i) Assets and liabilities are converted at the exchange rates prevailing on the balance sheet date. (ii) Equity is converted at the exchange rates that existed on the date it arose. (iii) Revenue and expenses are converted at the average exchange rates of the period they concern.
LAVIPHARM Α.Ε. 84 The resulting exchange differences are recorded in an equity reserve and are transferred to the results upon the sale of these businesses. Goodwill and fair value adjustments resulting from the acquisition of foreign economic units are translated at the exchange rates of the balance sheet date. Foreign currency transactions are translated into euros using the official exchange rates prevailing on the date of the transaction. On the balance sheet date, assets and liabilities expressed in a foreign currency are translated into euros based on official rate for that foreign currency applicable on that date. Profit or loss from foreign exchange differences are included in the statement of profit and loss and other comprehensive income. Non-monetary assets and liabilities in foreign currency which appear at historical value are translated into euros at the exchange rate prevailing on the date of the transaction. Non- monetary assets and liabilities in foreign currency which appear at fair value are translated into euros at the exchange rate prevailing on the date the value was determined. In this case, the resulting exchange differences are part of gains or losses from changes in fair value and are recorded in the statement of profit and loss and other comprehensive income or directly in equity, depending on the type of monetary item. 3.4 Financial Instruments 3.4.1 Initial recognition A financial asset or financial liability is recognised in the Group's statement of financial position when the Group becomes a party to the contractual terms of the instrument. 3.4.2 Initial measurement The Group measures financial assets and liabilities upon initial recognition at fair value plus/less transaction costs associated with the acquisition of the financial assets or the issuance of financial liabilities, respectively (other than financial assets and liabilities in fair value through the income statement). The Group initially recognises trade receivables where no significant financing component is included in their transaction price. 3.4.3 Classification and Measurement of financial assets 3.4.3.1 Trade Receivables and Debt securities All financial assets falling within the scope of IFRS 9 are measured, after their initial recognition, at amortised cost or fair value. The basis for their measurement depends both on the Group's business model for managing its financial assets and on the characteristics of their contractual cash flows. The Group's assessment of its business model is determined at the portfolio level, which reflects how groups of financial assets held within the same portfolio are managed together to achieve the Group's business target, rather than each instrument separately. Financial assets that generate cash flows and consist solely of principal and interest payments are classified taking into account the business model of holding these instruments. - Financial assets held under a business model with the aim of holding them to maturity and collecting the contractual cash flows are measured at amortised cost. This category includes trade receivables, loan receivables, other receivables and cash and cash equivalents held by the Group's companies.
LAVIPHARM Α.Ε. 85 - If, as part of the business model, there is an intention to hold the financial assets to collect the contractual cash flows, but it is expected to sell them when necessary (e.g., to meet a specific liquidity need), then these instruments are measured at fair value through other comprehensive income. The Group and the Company have no assets measured at fair value through other comprehensive income as of 31 December 2023. - Financial assets held within a business model other than the above are measured at fair value through the income statement. This category includes bonds (bank bonds and Greek government bonds) and equity instruments held by Group companies. Upon initial recognition of a financial asset, the Group determines whether it is part of the existing business model or whether it represents a new business model. The Group reassesses the business model in each reporting period to determine whether the business model has changed compared to the previous reporting period. For the current reporting periods of the current financial year, the Group has not identified any change in its business model. 3.4.3.2 Reclassifications If the business model under which the Group holds its financial assets is modified due to external or internal changes which are considered significant for the Group's activity and are demonstrable, all affected financial assets are reclassified. The reclassification is applied prospectively from the reclassification date which is the first day of the first quarterly reporting period after the business model change. Reclassifications are expected to be rare. There were no reclassifications during the current financial year as there was no change in the business model under which the Group holds the financial assets. 3.4.4 Classification and Measurement of Financial Liabilities Financial liabilities are classified either as financial liabilities at fair value through the income statement or as other financial liabilities (i.e. at amortised cost). The Group measures financial liabilities such as bond loans, interest-bearing bank loans, overdrafts, trade payables and other liabilities (i.e. other financial liabilities) at amortised cost. Financing costs, including accruals payable at settlement or redemptions and direct issuance costs, are accounted for on an accrual basis in the income statement using the effective interest method, and are added to the carrying amount of the instrument to the extent they are not settled in the year in which they are incurred. 3.4.5 Share capital Ordinary shares are included in Equity. Costs directly related to the issuance of ordinary shares are recognised as a reduction of the premium on capital stock. When the Company purchases its own shares, the cost (where applicable) appears deducted from the Company's equity until the shares in question are sold or cancelled. Any profit or loss from the sale of own shares net of direct transaction costs and income tax (if any) appears as a reserve in equity.
LAVIPHARM Α.Ε. 86 3.4.6 Compound financial instruments The compound financial instruments issued by the Group consist of convertible bonds that can be converted into share capital at the option of the holder. The number of shares to be issued does not vary according to changes in their fair value. The liability component of a compound financial instrument is initially recognised at the fair value of a similar liability that cannot be converted into shares. The equity component is initially recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component, and it is a fixed Group policy to record it in Other Reserves. Any direct transaction costs are apportioned in proportion to the initial carrying amounts of the liability and equity items. After initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of the compound financial instrument is not remeasured after initial recognition. Interest, dividends, losses and gains related to the financial liability are recognised in the statement of comprehensive income. Distributions to shareholders are recognised in equity, net of any tax benefit. 3.5 Property, plant & equipment Property, plant & equipment (PP&E) are presented at acquisition cost, less accumulated depreciation and any accumulated impairments to their value (note 3.9). The acquisition cost values of PP&E on 1 December 2004, the date of transition to the IFRS, were determined as follows: a) land and buildings and land improvements were valued at fair value on the transition date, which was determined by independent valuers; b) other PP&E were valued at their historical acquisition cost. The acquisition cost includes all expenses directly attributable to the acquisition of the assets. After the amendment of IAS 23, interest and related costs of loans taken out to purchase or construct a fixed asset are charged to its acquisition cost until the date it is commissioned. Subsequent costs are recorded as an increase in the carrying amount of tangible assets only if it is probable that future economic benefits will flow to the company and their cost can be valued reliably. Repairs and maintenance are recorded in the income statement when they are carried out. The cost of acquisition and accumulated depreciation of PP&E sold or decommissioned are transferred from the respective accounts at the time of sale or decommissioning, and any resulting gain or loss is included in the statement of profit and loss and other comprehensive income. Depreciation of PP&E is recorded in the statement of profit and loss and other comprehensive income based on the indirect straight-line method of depreciation over the estimated useful life (which is reviewed on a periodic basis). Land does not depreciate. The value of improvements to third-party properties depreciates over the lease term or the useful life of the asset (whichever is shorter). Leased fixed assets depreciate based on their useful life, unless the duration of the lease is shorter and the asset is not expected to come into the possession of the Company at the end of the contract, in which case depreciation is carried out based on the duration of the lease. The residual value, if not insignificant, is redetermined on an annual basis. The estimated useful life by asset category is as follows:
Buildings and installations 30-40 years
Machinery 20-30 years
Mechanical equipment 8-20 years
Scientific instruments 15-25 years
Transportation equipment 7-12 years
Furniture 10-15 years
Computers 5-7 years
LAVIPHARM Α.Ε. 87
Utensils 10-15 years
Office equipment 5-10 years
Telecommunications equipment 10-15 years
Other equipment 10-15 years
The useful lives of PP&E are reassessed on an annual basis taking account of climate change and the environmental provisions in force on the reporting date of the financial statements. Costs related to payables for the decommissioning of fixed assets are recognised during the period when they arise and to the extent that a reasonable estimate of their fair value can be made. The relevant costs of decommissioning are capitalised as part of the value of the tangible assets acquired.
3.6 Intangible fixed assets (a) Research and development expenses Expenditure for research activities carried out with the prospect of acquiring new scientific and technical knowledge is recorded in the statement of comprehensive income at the time it is incurred. Expenditure for development activities, where research findings are applied to a programme or plan to produce new or significantly improved products and processes, are capitalised if the products or process are technically and commercially exploitable and the Group has sufficient resources to complete the development. The capitalised cost includes the cost of materials, direct labour and the appropriate proportion of overhead. Other development expenditure is recorded in the statement of profit and loss and other comprehensive income at the time it is incurred. Capitalised development expenditure is presented at cost less accumulated depreciation and impairment losses (note 3.9). Development expenditure with a limited useful life is amortised from the start of commercial production of the product under the indirect straight-line method of depreciation over a period not exceeding 20 years and provided that the exploitation of the specific product is considered to last at least 20 years. (b) Other intangible assets and concessions & industrial property rights Intangible assets acquired separately are recognised at acquisition cost. Subsequent to acquisition, they are measured at that amount, less accumulated amortisation and any accumulated value impairment losses. The useful life of intangible assets can be limited or indefinite. The cost of intangible assets with a limited useful life is amortised over the period of their estimated useful life, using the indirect straight-line method of depreciation. Licences are amortised over their productive useful life and, in any case, until the end of their legal term. The cost of intangible assets with an indefinite useful life is not amortised. Residual values are not recognised. The useful lives of intangible assets are assessed on an annual basis and any adjustments are applied prospectively. Intangible assets with a limited useful life are depreciated from the date they are available for use. Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset it concerns. All other expenditure is expensed as incurred.
LAVIPHARM Α.Ε. 88 Intangible assets with indefinite useful lives are tested for impairment (note 3.9), at least annually, at an individual level or at the level of the cash-generating unit to which they belong. The estimated useful life per category of intangible asset is as follows:
Software 5-15 years
Research and development expenses Up to 20 years
Concessions & industrial property rights Up to 15 years
Other intangible assets 5-10 years
3.6.1 Measurement of variable consideration obligation upon acquisition of assets In practice, there are various accounting methods for accounting for the variable consideration for the acquisition of an asset. The Company’s Management applies the Financial Liability Model as an accounting policy for the accounting presentation of an asset with fixed and variable consideration, based on which: an asset is recognised at the amount of the cash consideration plus the fair value of the future contingent payments upon its acquisition, crediting an equal financial liability. The financial liability in question is valued upon initial recognition at fair value and subsequently measured at amortised cost, in accordance with the requirements of IFRS 9 "Financial Instruments". At each reporting date, the entity must adjust the carrying amount of the financial liability to reflect the estimated cash flows, based on any revisions thereof. The entity recalculates the carrying amount of the liability by calculating the present value of the estimated future cash flows based on the original effective interest rate of the financial instrument or, where applicable, the revised effective interest rate calculated in accordance with paragraph B5.4.6 of IFRS 9. Subsequent changes in the measurement of the liability are not related to the cost of the asset and consequently the related adjustment is recognised in the results as revenue or expense. Changes due to interest rate fluctuations are recognised in financial revenue or financial expenses.
3.7 Investment Property Investment property mainly includes office buildings that are held for long-term rentals and are not used by the Group. Investment property is measured at their fair value, which represents market prices and is determined by external valuers. Any gain or loss arising from a change in fair value is recorded in the statement of profit and loss and other comprehensive income in the investment property impairment account. Valuations are carried out at regular intervals so that the fair value of the investment reflects market conditions at the balance sheet date. Based on Company and Group policy, valuations must be carried out at least every two years and in any case when market conditions indicate that the carrying amount of the item differs significantly from its fair value. When an asset is transferred to investment property as a result of a change in its use, any differences between the carrying amount of the asset immediately after the transfer date and its fair value are recorded directly in equity if they relate to income. When selling the asset, the above revenue is transferred to retained earnings. If a loss occurs during the above transfer, then it is immediately recorded in the statement of comprehensive income.
LAVIPHARM Α.Ε. 89 When a property is used by the Group, it is transferred to tangible assets with its fair value on the date of the transfer as the carrying amount. When the Group reconstructs an investment property with the intention of once again using it as an investment, then the fixed asset remains in the investment properties, is valued according to the fair value model and is not transferred to tangible assets during their reconstruction. 3.8 Inventories Inventories are measured at the lower of acquisition cost and net realisable value. Cost is determined using the weighted average method. The cost of finished and semi-finished inventories includes cost of materials, direct labour costs and a proportion of production overheads. Borrowing costs are not included in the acquisition cost of stocks. Net realisable value is the estimated selling price of inventories in the ordinary course of business, less any applicable selling expenses. 3.9 Impairment of assets. 3.9.1 Financial assets The adoption of IFRS 9 led to a change in the accounting treatment of impairment losses for financial assets, as it replaced the treatment of IAS 39 for the recognition of realised losses with the recognition of expected credit losses. Impairment is defined in IFRS 9 as an expected credit loss (ECL), which is the difference between the contractual cash flows owed to the holder of a particular financial asset and the cash flows expected to be collected, i.e. the cash shortfalls arising from default events, discounted approximately to the original effective interest rate of the asset. The Group and the Company recognise impairment provisions for expected credit losses for all financial assets, except those measured at fair value through profit or loss. The objective of the impairment requirements of IFRS 9 is to recognise expected credit losses over the entire life of a financial instrument, the credit risk of which has increased after initial recognition, regardless of whether the assessment is made at a collective or individual level, using all information that can be compiled, based on both historical and current data, but also data related to reasonable future assessments of the financial situation of customers and the economic environment. In applying this approach, a distinction is made between: • financial assets whose credit risk has not deteriorated significantly after initial recognition or which have a low credit risk at the reporting date (Stage 1) and for which the expected credit loss is recognised for the next 12 months; • financial assets whose credit risk has deteriorated significantly since initial recognition and which do not have a low credit risk (Stage 2). For these financial assets, the expected credit loss is recognised until maturity; • financial assets for which there is objective evidence of impairment at the reporting date (Stage 3) and for which the expected credit loss is recognised until maturity. The Group's exposure to credit risk, due to its nature which involves open customer balances, is not reflected in an analysis by tier (reported stages) as the Group's Management evaluates customers and their intention to pay their balances in full. For open balances of more than one year, the policy followed by the Group is to fully impair the amount of the claim, while for open balances during a financial year, Management, based on its experience, anticipates per calendar period a provision percentage on the open balance of the period in question, correspondingly proceeding with expensing the impairment provisions during the financial year in question. Note "31.2.4 Impairment losses" analyses the change in the movement of the provision item between years.
LAVIPHARM Α.Ε. 90 3.9.2 Non-financial assets Non-financial assets, other than investment properties, stocks and deferred tax assets, are reviewed at each financial statement date to determine whether there is objective evidence of impairment. If there is such an indication, then the recoverable value of these assets is calculated. Intangible assets with an indefinite useful life or intangible assets with a limited useful life that are not yet available for use are tested at least annually regardless of whether or not there is an indication. The impairment loss of the assets is recognised directly in the statement of comprehensive income. The recoverable amount of an asset is the greater of its fair value less costs to sell and its value in use. For value in use, estimated future cash flows are discounted to present value at a pre-tax rate which reflects current market assessments of the time value of money and the risks associated with the asset. The Group also assesses whether climate risks could have a significant impact and, if so, these risks are included in the cash flow projections to determine the value in use. For an asset that does not generate a significant independent cash inflow, the recoverable amount is determined for the cash generating unit to which the asset belongs. An impairment loss recognised in previous periods is reassessed each financial year for any indication of impairment and offset if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation, if the impairment loss had not been recorded. Impairment losses related to goodwill are not offset . 3.10 Non-current assets held for sale and Discontinued Operations Non-current assets are classified as assets intended for sale and are recorded at the lower of carrying amount and fair value less costs to sell, if the carrying amount is recovered primarily through sale rather than through continued use. Any possible increase in fair value at a subsequent valuation is recorded in the income statement, but not for an amount greater than the previous accumulated impairment loss recorded. From the day on which a non-current asset (or non-current assets included in a group of assets and liabilities) is classified as held for sale, no depreciation or impairment is accounted for it. Discontinued operations are not included in the results from continuing operations, but are presented separately as a total amount in the income statement. 3.11 Income tax The income tax charge for the year financial consists of current tax and deferred taxes, i.e. taxes (or tax relief) which are related to the profits or losses presented in the current financial year but will be charged to future years. Income tax is recognised in the statement of comprehensive income, except for the tax that concerns transactions directly entered into equity, in which case it is similarly directly entered into equity.
LAVIPHARM Α.Ε. 91 Current income tax is the expected tax payable on the taxable income of the year, based on the applicable or essentially applicable tax rates as at the balance sheet date, as well as any adjustment to the tax payable of previous financial years. Deferred income taxes are projected using the balance sheet method, calculated on the temporary differences between the carrying amounts of the assets and liabilities for the purposes of drawing up the financial statements and the amounts used for taxation purposes. The projected amounts of deferred taxes are based on the expected realisation or settlement of the carrying amounts of the assets and liabilities, based on the applicable or essentially applicable tax rates as at the balance sheet date. The following temporary differences are not taken into account: goodwill not deductible for tax purposes, the initial entry of assets and liabilities which does not affect either the accounting or the tax profit, and differences related to holdings in subsidiaries, to the extent that they will not be reversed in the immediate future. Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that there will be sufficient taxable profits in the future against which the unused tax losses and deferred tax assets can be used. The value of deferred tax assets is reviewed at each balance sheet reporting and reduced to the extent that it is not expected that there will be sufficient taxable revenue to cover the deferred tax asset. Additional income taxes arising from the distribution of dividends are recorded at the same time as the obligation to pay the relevant dividend. 3.12 Staff benefits (a) Defined contribution plans Defined contribution plans concern contributions to insurance funds independent of the Group for employee retirement benefits concerning which the Group has no legal or contractual obligation for additional future benefits. These contributions are recognised in staff expenses in the statement of comprehensive income applying the accrual principle. (b) Defined benefit plans In accordance with Law 2112/2020 and Law 4093/2012, the Group pays employees compensation for redundancy or retirement. The compensation amount depends on the years of previous service, remuneration amounts, and the manner of removal from service (redundancy or retirement). The right to participate in these plans is established by distributing the benefits to the last 16 years until the date of retirement of employees, following the scale provided for in Law 4093/2012. The liability recognised in the Statement of Financial Position for defined benefit plans is the present value of the defined benefit liability less the fair value of plan assets (reserve from payments to the insurance company) and changes arising from any actuarial profit or loss and past service cost. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. As regards the discounting of the financial year in question, the interest rate selected follows the trend of iBoxx AA Corporate Overall 10+ EUR indices, which is considered consistent with the principles of IAS 19, i.e. it is based on bonds corresponding to the currency and estimated term in relation to employee benefits and appropriate for long-term provisions. A defined benefit plan determines specific obligations for benefits paid based on various parameters, such as age, years of previous service, and wages. The benefits concerning the period are included in the relevant personnel cost in the attached company and consolidated income Statement and consist of the current and previous cost of service, the relevant financial cost, actuarial gains or losses, and any contingent additional charges.
LAVIPHARM Α.Ε. 92 In relation to unrecognised actuarial gains or losses, the revised IAS 19R is followed, which includes a number of amendments to the accounting of defined benefit plans, including: - recognition of actuarial gains/losses in other comprehensive income and their definitive exclusion from the results of the financial year; - no further recognition of the expected return on the plan’s investments in the results of the financial year; instead, recognition of the relevant interest on the net payable/(receivable) of the benefit, calculated based on the discount rate used to measure the defined benefit obligation; - recognition of the cost of previous service in the results of the financial year on the plan’s amendment dates or when the relevant restructuring or termination benefit is recognised, whichever is earlier; - other changes include new disclosures such as quantitative sensitivity analysis. (c) Short-term staff benefits Short-term staff benefits are recorded in staff expenses in the statement of comprehensive income when incurred and are not discounted. (d) Share-based payments As of 31 December 2023, the Group and the Company have established two share-based payment plans for their executives. According to IFRS 2 which sets the framework for the recognition and accounting management of share-based payments, the Group and the Company are obliged to recognise share- based payments in their financial statements. This is done by estimating the fair value of the equity instruments available for sale on the grant date and recognising it as an expense within the vesting period. The grant date refers to the date on which the company grants the benefits to participants in exchange for goods or services. At this point, the company undertakes to provide the shares to the beneficiaries if the vesting conditions are met. The fair value of the plan is measured at the grant date. The vesting period is the period during which the vesting conditions must be met. It is the period of time during which the beneficiary must fulfil the predetermined vesting conditions to be able to obtain the right and receive the shares. The vesting period usually starts on the grant date and lasts until the vesting date (date on which the beneficiary obtains the right to acquire the shares if the plan's entry requirements are met). According to IFRS 2, the transaction cost is recognised gradually over the vesting period. Where a plan provides for benefits through the free distribution of shares without taking into account any market related performance condition, the fair value of the plan is equal to the market value of the equity instrument on the grant date. Where the share-based payment plan provides for benefits in the form of options, an estimate of the fair value of the option is required. However, if the market price of the stock option is not defined due to the instrument in question not being traded in the money and capital markets, then the estimate of the fair value of the stock option results from the valuation of the said instrument from the relevant option valuation models such as the Black-Scholes model. The use of the model requires the estimation of input parameters related to the market characteristics of the stock such as the current price of the stock, its expected volatility, the risk-free rate and the company's expected dividend yield. Parameters determined by the respective contract are also used, such as the price of exercising the option and its lifetime.
LAVIPHARM Α.Ε. 93 3.13 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the obligation. Provisions are re-examined on each balance sheet date and if it is likely that there will no longer be an outflow of resources to settle the obligation, the provisions are reversed. Provisions are used only for the purpose for which they were initially formed. If the impact is material, provisions are recorded on a discounted basis of expected future cash flows, using a pre-tax interest rate, which reflects current market assessments of the time value of money, and the risks associated with the obligation. When provisions are discounted, the increase in the provision due to the passage of time is recorded as a borrowing cost. The Group assesses the risks related to climate change, compliance with new legislation regarding the response to climate change and environmental provisions, which may result in administrative and legal sanctions. Restructuring provisions are recognised when the Group has approved a detailed and formal restructuring plan and the restructuring has either commenced or been publicly announced. No provision is recognised for future operating losses. 3.14 Revenue The Group's revenues come from: - the sale of pharmaceuticals (prescription and non-prescription) and parapharmaceuticals to hospitals, foreign customers, pharmaceutical wholesalers and pharmacies. - Provision of Services, namely contract manufacturing for other companies, supply chain services for third parties through the subsidiary Lavipharm Active Services S.A. (LAS), and commercial promotion services for a network of a significant number of pharmacies through the subsidiary Pharma PLUS S.A. The services provided by the subsidiaries LAS and Pharma PLUS are classified as discontinued operations for the fiscal years 2024 and 2023, in accordance with the requirements of IFRS 5: Non-current Assets Held for Sale and Discontinued Operations The Company recognises revenues, excluding interest and dividend revenues and other related revenues from financial instruments recognised in accordance with IFRS 9, when the promised products or services are transferred to customers in amounts that reflect the consideration to which the Company is expected to be entitled against the products in question based on the following: Step 1: Determination of contracts with customers Step 2: Determination of the contract performance obligations Step 3: Determination of the transaction price Step 4: Allocation of the transaction price to the contract performance obligations Step 5: Recognition of revenue when the Company discharges (or will discharge) a performance obligation. The transaction price is the amount of consideration in a contract to which the Group expects to be entitled in return for the transfer of promised goods or services to a customer, excluding amounts collected on behalf of third parties (value added tax, other taxes on sales). If the consideration is variable, then the Group estimates the amount of consideration to which it will be entitled for the transfer of the promised goods or services using the expected value method or the most likely amount method. The transaction price is typically allocated to the individual performance commitments based on the relative stand-alone selling prices of each separate good or service promised in the contract. Revenue is recognised when the related performance commitments are fulfilled, either at a specific point in time (typically for promises concerning the transfer of goods to a customer) or over time (typically for promises concerning the transfer of services to a customer).
LAVIPHARM Α.Ε. 94 The Group recognises a contractual obligation for amounts received from customers (advance payments) related to performance commitments that have not been fulfilled, as well as when it reserves the right to a price that is unconditional (deferred revenue) prior to fulfilment of the performance commitments of the contract and the transfer of the goods or services. The contractual obligation is derecognised when the performance commitments are fulfillied and the revenue is recognised in the Income Statement. The Group recognises a trade receivable when there is an unconditional right to receive the price for the contract performance obligations discharged for the customer. Similarly, the Group recognises a contract asset when it has satisfied the performance commitments, before the customer pays or before payment falls due, e.g., when the goods or services are transferred to the customer before the Group is entitled to issue an invoice. 3.15.1 Recognition and initial measurement of the right to use an asset On the starting date of a lease period, the Group recognises a right to use an asset and a lease liability by measuring the right to use the asset at cost. The cost of the right to use the asset includes: the amount of the initial measurement of the lease liability (see below); any rent payments made before or on the starting date of the lease period, reduced by lease incentives received; the initial direct costs borne by the lessee; and an estimate of the costs that will be borne by the Group in dismantling and removing the leased asset, restoring the premises where the leased asset is located or restoring the asset as required by the terms and conditions of the lease. The Group undertakes the obligation for these costs either on the starting date of the lease period or as a consequence of the use of the leased asset during a specific period. For sale and leaseback transactions that constitute a financial lease, any positive difference in favour of the proceeds of the sale of this asset in relation to its carrying amount is not recognised directly as revenue by the Company and appears in the financial statements as future revenue, which is amortised according to the duration of the lease. If the fair value of the asset at the time of a sale and leaseback transaction is less than its carrying amount, then the loss resulting from the difference between the carrying amount and the fair value is not recognised immediately, unless there is an impairment of value of the asset, in which case the carrying amount is reduced to the recoverable amount in accordance with IAS 36. 3.15.2 Initial measurement of the lease liability On the starting date of the lease period, the Group measures the lease liability at the present value of the outstanding rent payments on that date. When the assumed interest rate of the lease can be determined appropriately, then rent payments will be discounted using that interest rate. Otherwise, the Group's marginal borrowing interest rate is used. On the starting date of the lease period, the rent payments included in the measurement of the lease liability include the following payments for the right to use the asset during the lease period, provided they have not been paid on the starting date of the lease period:
LAVIPHARM Α.Ε. 95 i) fixed payments less any lease incentives receivable; ii) any variable rent payments contingent on future changes in indices or interest rates, which are initially measured using the value of the index or interest rate on the starting date of the lease pieriod; iii) the amounts expected to be paid by the Group as residual value guarantees; iv) the price to exercise the purchase option, if it is essentially certain that the Group will exercise the right; and v) the payment of penalties for terminating the lease, if the lease period reflects the exercise of the Group's right to terminate the lease. 3.15.3 Subsequent measurement Subsequent measurement of right to use an asset After the starting date of the lease period, the Group measures the right to use an asset using the cost model. The Group measures the right to use the asset at cost: i) less any accumulated depreciation and accumulated impairment losses; and ii) adjusted for any subsequent measurement of the lease liability. The Group applies the requirements of IFRS 16 regarding the amortisation of the right to use an asset, which it tests for any impairment. As regards subsequent measurement of the lease liability after the starting date of the lease period, the Group measures the lease liability as follows: i) increasing the carrying amount to reflect the financial cost of the lease liability; ii) reducing the carrying amount to reflect rent amounts paid; and iii) re-measuring the carrying amount to reflect any revaluation or modification of the lease. The finance cost of a lease liability is spread over the lease term in such a way as to yield a fixed periodic interest rate on the outstanding balance of the liability. After the starting date of the lease period, the Group recognises both the following items in profit or loss (unless the expenditure is included in the carrying amount of another asset for which other relevant Standards apply): i) the financial cost on the lease liability; and ii) the variable lease payments not included in the measurement of the lease liability during the period when the event that triggers those payments occurs. 3.16 Earnings / (losses) per share The Group presents basic and diluted earnings/(losses) per share. Basic earnings/(losses) per share are calculated by dividing the profit or loss corresponding to the majority shareholders by the weighted average number of ordinary shares in circulation during the period. Diluted earnings/(losses) per share are calculated by adjusting the profit or loss corresponding to the shareholders and the weighted average number of ordinary shares in circulation according to the effects of all potential equity instruments which consist of convertible bonds. Earnings/(losses) per share are not diluted when the effect of potential instruments is an increase (decrease) in earnings (losses) per share. 3.17 Dividends The distribution of dividends to the Company’s shareholders is recognised as a liability in the financial statements when the distribution is approved by the General Assembly of the shareholders. Unless the General Assembly of the shareholders decides otherwise with a majority of at least 70%, sociétés
LAVIPHARM Α.Ε. 96 anonymes are obligated to distribute in cash, every year, a percentage of at least 35% of the net profits to the shareholders. 3.18 Set-off of receivables-payables Financial assets are set off against liabilities and the net amount is presented out only if there is a legal right to set off and there is an intention to settle the net amount resulting from the offsetting or to settle simultaneously. 3.18.a Disclosures of comparative restatements Where necessary, prior period comparative information is restated to reflect changes in the current period presentation. 3.19 Finance income - costs Net finance costs consist of debit interest on loans calculated based on the effective interest method, credit interest on invested funds, dividend revenue and exchange gains and losses which are presented on a net basis. Accrued credit interest is recorded in the statement of profit or loss and other comprehensive income based on the effective interest method. Dividend revenue is recorded in the statement of profit or loss and other comprehensive income on the date the distribution of dividends is approved. 3.20 Equity compensation benefits Accrued credit interest is recorded in the statement of comprehensive income based on the effective interest method. Dividend revenue is recorded in the statement of comprehensive income. 4. Changes in accounting policies New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2024. Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods starting on or after 01/01/2024) In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the date the transaction takes place. However, IFRS 16 includes no specific subsequent measurement requirements for the transaction, specifically where some or all the lease payments are variable lease payments that do not depend on an index or rate. The issued amendments add to the sale and leaseback requirements in IFRS 16, thereby supporting the consistent application of the Accounting Standard.
LAVIPHARM Α.Ε. 97 These amendments will not change the accounting for leases other than those arising in a sale and leaseback transaction. The above have been adopted by the European Union with effective date of 01/01/2024. Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods starting on or after 01/01/2024) Τhe amendments clarify the principles of IAS 1 for the classification of liabilities as either current or noncurrent. The amendments clarify that an entity’s right to defer settlement must exist at the end of the reporting period. The classification is not affected by management’s intentions or the counterparty’s option to settle the liability by transfer of the entity’s own equity instruments. Also, the amendments clarify that only covenants with which an entity must comply on or before the reporting date will affect a liability’s classification. The amendments require a company to disclose information about these covenants in the notes to the financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024, with early adoption permitted. The above have been adopted by the European Union with effective date of 01/01/2024. Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”: Supplier Finance Arrangements (effective for annual periods starting on or after 01/01/2024) In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The new amendments require an entity to provide additional disclosures about its supplier finance arrangements. The amendments require additional disclosures that complement the existing disclosures in these two standards. They require entities to provide users of financial statements with information that enable them a) to assess how supplier finance arrangements affect an entity’s liabilities and cash flows and b) to understand the effect of supplier finance arrangements on an entity’s exposure to liquidity risk and how the entity might be affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS 7 are effective for accounting periods on or after 1 January 2024. The above have been adopted by the European Union with effective date of 01/01/2024. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union. Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability” (effective for annual periods starting on or after 01/01/2025) In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21. The Effects of Changes in Foreign Exchange Rates that require entities to provide more useful information in their financial statements when a currency cannot be exchanged into another currency. The amendments introduce a definition of currency exchangeability and the process by which an entity should assess this exchangeability. In addition, the amendments provide guidance on how an entity should estimate a spot exchange rate in cases where a currency is not exchangeable and require additional disclosures in cases where an entity has estimated a spot exchange rate due to a lack of exchangeability.
LAVIPHARM Α.Ε. 98 The amendments to IAS 21 are effective for accounting periods on or after 1 January 2025. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2025. IFRS 9 & IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” (effective for annual periods starting on or after 01/01/2026) In May 2024, the International Accounting Standards Board (IASB) issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures”. Specifically, the new amendments clarify when a financial liability should be derecognised when it is settled by electronic payment. Also, the amendments provide additional guidance for assessing contractual cash flow characteristics to financial assets with features related to ESG-linked feuatures (environmental, social, and governance). IASB amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. The amendments are effective from annual reporting periods beginning on or after 1 January 2026. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union. Annual Improvements to IFRS Standards-Volume 11 (effective for annual periods starting on or after 01/01/2026) In July 2024, the IASB issued the Annual Improvements to IFRS Accounting Standards-Volume 11 addressing minor amendments to the following Standards: IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’, IFRS 7 ‘Financial Instruments: Disclosures’, IFRS 9 ‘Financial Instruments’: IFRS 10 ‘Consolidated Financial Statements’, and IAS 7 ‘Statement of Cash Flows’. The amendments are effective for accounting periods on or after 1 January 2026. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union. Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” (effective for annual periods starting on or after 01/01/2026) On 18 December 2024 the International Accounting Standards Board (IASB) issued amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures” to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs). Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. The amendments allow companies to better reflect these contracts in the financial statements, by a) clarifying the application of the ‘own-use’ requirements, b) permitting hedge accounting if these contracts are used as hedging instruments and c) adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. The amendments are effective for accounting periods on or after 1 January 2026, with early application permitted. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union.
LAVIPHARM Α.Ε. 99 IFRS 18 “Presentation and Disclosure in Financial Statements” (effective for annual periods starting on or after 01/01/2027) In April 2024 the International Accounting Standards Board (IASB) issued a new standard, IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The objective of the Standard is to improve how information is communicated in an entity’s financial statements, particularly in the statement of profit or loss and in its notes to the financial statements. Specifically, the Standard will improve the quality of financial reporting due to a) the requirement of defined subtotals in the statement of profit or loss, b) the requirement of the disclosure about management-defined performance measures and c) the new principles for aggregation and disaggregation of information. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01/01/2027) In May 2024 the International Accounting Standards Board issued a new standard, IFRS 19 “Subsidiaries without Public Accountability: Disclosures”. The new standard allows eligible entities to elect to apply IFRS 19 reduced disclosure requirements instead of the disclosure requirements set out in other IFRS. IFRS 19 works alongside other IFRS, with eligible subsidiaries applying the measurement, recognition and presentation requirements set out in other IFRS and the reduced disclosures outlined in IFRS 19. This simplifies the preparation of IFRS financial statements for the subsidiaries that are in-scope of this standard while maintaining at the same time the usefulness of those financial statements for their users. IFRS 19 is effective from annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union. 4.1. Significant accounting estimates and judgements of management Preparation of financial statements in accordance with the IFRS requires estimates to be made and assumptions to be adopted, which may affect the accounting figures of assets and liabilities, transactions carried out during the financial year, as well as the required disclosures concerning potential receivables and payables on the date the financial statements are prepared. Such estimates and the assumptions related thereto are revised on an ongoing basis. In preparing the consolidated and corporate Financial Statements, the significant accounting estimates and assumptions adopted by Management to apply the Group's accounting policies, as well as the main sources of uncertainty affecting the assumptions, are the same as those adopted when preparing the annual financial statements for the financial year that ended on 31 December 2023. 5. Segment reporting The Group applies IFRS 8 ‘Operating Segments’, under which the determination of operating segments takes place on the basis of the “management approach” and requires that the information reported externally is based on information reported internally. The Board of Directors of the Company is the main business decision-maker and has determined the following segments of operating activities, mainly in the geographical region of Greece but also beyond it: (1) Medicines (2) Parapharmaceuticals (3) Services
LAVIPHARM Α.Ε. 100 The results of these segments on 31 December 2024 and 31 December 2023 are as follows:
01/01/2024 -31/12/2024 Medicines Parapharmaceuticals Services Total
Revenue before Rebate and Clawback 60,822 - 187 61,009
Minus: Rebate 3,184 - - 3,184
Minus: Clawback 4,879 - - 4,879
Revenue after Rebate and Clawback 52,759 - 187 52,946
Gross profit 25,016 - 63 25,079
Operating profit/(loss) 5,544 - (6) 5,538
Finance income – (costs) (1,927) - (7) (1,934)
Profit / (losses) before tax 3,617 - (13) 3,604
Income tax 5,042 - 18 5,060
Net profit for the year from continuing operations 8,659 - 5 8,664
Discontinued Operations 87 140 88 315
Profit / (Loss) after tax 8,747 140 92 8,979
Depreciation & Amortization (4,564) - (16) (4,580)
01/01/2023 -31/12/2023
Medicines Parapharmaceuticals Services Total
Revenue before Rebate and Clawback 53,935 - 400 54,335
Minus: Rebate 2,482 - - 2,482
Minus: Clawback 4,015 - - 4,015
Revenue after Rebate and Clawback 47,438 - 400 47,838
Gross profit 21,957 - 193 22,150
Operating profit/(loss) 5,127 - 49 5,176
Finance income – (costs) (1,942) - (16) (1,957)
Profit / (losses) before tax 3,185 - 33 3,219
Income tax (1,238) (10) (1,248)
Net profit for the year from continuing operations 1,947 - 23 1,970
Discontinued Operations 478 (640) 60 (101)
Profit / (Loss) after tax 2,426 (640) 84 1,869
Depreciation & Amortization (4,179) - (35) (4,214
The segments' assets and liabilities on 31 December 2024 and 31 December 2023 and investments to acquire assets are as follows:
31/12/2024 Medicines Parapharmaceuticals Services Total
Capital expenditure 11,539 333 249 12,121
Assets 119,457 3,450 2,577 125,484
Liabilities 69,035 1,994 1,489 72,518
31/12/2023 Medicines Parapharmaceuticals Services Total
Capital expenditure 4,851 230 155 5,235
Assets 106,360 5,035 3,391 114,786
Liabilities 66,729 3,159 2,127 72,016
Revenue 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Greece 28,443 21,545
European Union 18,829 22,746
Other countries 5,675 3,547
52,946 47,838
LAVIPHARM Α.Ε. 101 The Group is seated in Greece. The areas of operation are mainly the places of sale of products and services and their places of production. There is one (1) individual external customer whose transaction revenue exceeds 10% of the Group's total revenue. Similarly, there are three (3) customers whose transaction revenue exceeds 10% of the Company’s total revenue. 6. Other operating income - (expenses)
GROUP COMPANY
Other operating income 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Rental income 125 125 236 242
Income from provision of services 381 401 282 321
Other income 859 579 126 132
Foreign exchange gains 19 45 13 45
Income from bad debt provision reversal 326 - 190 -
Gain from the sale of tangible and intangible assets - 431 - 431
Gain from intangible asset valuation (See Note 12) 358 - 358 -
Total 2,068 1,582 1,204 1,171
The item "Gain from the sale of tangible and intangible assets" for the previous fiscal year 2023 includes the amount of Euro 400 which concerns the sale of trademarks to a third party. The "Other income" for the fiscal year 2024 has increased compared to the previous year, mainly due to income from the reversal of Clawback/Rebate provisions, as well as VAT rebate refunds for the fiscal years 2016-2017, amounting to Euro 86
GROUP COMPANY
Other operating expenses 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Foreign exchange losses (27) (78) (26) (74)
Other expenses (211) (397) (135) (164)
Total (238) (475) (161) (238)
7. Cost of sales / Administrative expenses / selling and distribution expenses / research and development expenses
GROUP COMPANY
Cost of Sales 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Cost of inventories 19,554 17,591 13,446 13,080
Personnel salaries and wages 3,424 3,562 3,892 3,481
Third party fees and expenses 918 1,163 1,087 1,134
Taxes and duties 8 8 19 8
Other Expenses 263 419 272 246
Depreciation & Amortization 3,234 3,238 3,234 3,238
Provision for obsolete and slow-moving stocks 467 (293) (35) (183)
Total 27,867 25,688 21,915 21,004
LAVIPHARM Α.Ε. 102
GROUP COMPANY
Administrative expenses 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Personnel salaries and wages 4,832 3,191 3,962 3,002
Third party fees and expenses 1,694 2,187 1,499 1,325
Taxes and duties 197 175 173 171
Other Expenses 762 212 675 369
Depreciation & Amortization 455 401 423 362
Total 7,940 6,166 6,731 5,229
GROUP COMPANY
Selling & Distribution expenses 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Personnel salaries and wages 4,885 4,386 1,134 763
Third party fees and expenses 3,426 4,509 2,010 2,199
Taxes and duties 528 491 251 183
Other Expenses 3,574 2,215 366 327
Depreciation & Amortization 545 341 73 59
Total 12,958 11,943 3,833 3,531
GROUP COMPANY
Research and development expenses 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Personnel salaries and wages 129 93 129 93
Third party fees and expenses 74 57 74 57
Taxes and duties 4 1 4 1
Other Expenses 77 44 77 44
Depreciation & Amortization 346 235 346 235
Total 631 430 631 430
For the fiscal year ended December 31, 2024, the Group's expenses include fees paid to the auditing firm Grant Thornton, amounting to Euro 160.3 for statutory audit services, Euro 61.5 for services related to the Tax Compliance Certificate, Euro 5 for other audit services, and Euro 0.5 for permissible non-audit services.
8. Employee benefits
GROUP COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Salaries and wages 8,449 7,454 5,747 4,877
Employer contributions 1,971 1,780 1,368 1,200
Provision for compensation for staff leaving service (17) 78 (42) 45
Employee cpmpensation 321 184 260 159
Other employee benefits 2,547 1,738 1,783 1,058
Total 13,271 11,233 9,117 7,339
The line item "Other employee benefits" includes the expense related to the accounting recognition of the valuation of employee reward programs (Stock Option Plan and Stock Award Plan) in accordance with IFRS 2, amounting to Euro 1,358 for the Group (2023: Euro 635) and Euro 1,137 for the Company (2023: Euro 531).
LAVIPHARM Α.Ε. 103 9. Net finance costs
GROUP COMPANY
Finance income 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Interest income 146 270 146 270
Other 10 - 10 -
Total 157 270 156 270
GROUP COMPANY
Finance costs 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Interest expense (2,011) (2,167) (1,445) (1,624)
Bank expenses and commisions (79) (61) (69) (50)
Total (2,090) (2,227) (1,514) (1,673)
10. Income tax
GROUP COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Current income tax 245 79 - -
Provision for non-audited financial years - 50 - -
Deferred tax (5,295) 1,119 (4,317) 1,038
Tax audit adjustments (10) - - -
Total (5,060) 1,248 (4,317) 1,038
Under the provisions of Greek tax legislation, the income tax rate is 22% as at 31 December 2024 The Greek tax legislation and related provisions are subject to interpretation by the tax authorities. Income tax returns are filed annually with the tax authorities; however, the profits or losses declared for tax purposes remain provisionally open until the tax authorities audit the tax returns and the taxpayer's books. Based on these audits, the final tax obligations are determined. Tax losses, to the extent recognized by the tax authorities, can be carried forward to offset taxable profits for the next five fiscal years following the year in which they were incurred. For the fiscal years 2011 to 2023, the Group’s companies operating in Greece that met the relevant criteria for the Tax Compliance Report issued by Certified Public Accountants received such a report, in accordance with Article 82(5) of Law 2238/1994 and Article 65A(1) of Law 4174/2013, without any material differences arising. According to Circular POL. 1006/2016, companies subject to this special tax audit are not exempt from regular tax audits by the relevant tax authorities. The Group’s management estimates that if any future re-audits by tax authorities occur, no significant additional tax liabilities will arise that would materially affect the financial statements. The company Lavipharm S.A. has been tax-audited up to the fiscal year 2017. For the 2024 fiscal year, the special audit for the issuance of the Tax Compliance Report is still in progress, and the relevant tax certificates are expected to be issued after the publication of the 2024 Financial Statements. If additional tax obligations arise before the completion of the tax audit, they are not expected to have a material impact on the financial statements. Under recent tax legislation, the tax audit and issuance of the Tax Compliance Report have been optional for fiscal years 2016 and onwards.
LAVIPHARM Α.Ε. 104 It is noted that as of December 31, 2024, fiscal years up to December 31, 2018, have been statute-barred, in accordance with Article 36(1) of Law 4174/2013. The tax on the Group’s profit before tax differs from the theoretical amount that would have resulted from applying the domestic tax rates on the profits of each consolidated entity. The difference is as follows:
GROUP COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Profit before tax 3,604 3,219 4,384 3,399
Tax using the Company's domestic tax rate 793 623 965 748
Non-tax deductible expenses 748 448 280 291
Utilization of tax losses carried forward for which no deferred tax asset had been recognized (299) (25) - -
Non-recognition of deferred tax asset on tax loss carryforwards 2 75 - -
Tax audit adjustments (10) - - -
Provision for non-audited financial years - 50 - -
Prior year income tax - 77 - -
Other (6,295) - (5,561) -
Total Income Tax (5,060) 1,248 (4,317) 1,039
In 2024, the liquidation of the subsidiary company Lavipharm Active Services was completed. Due to the tax loss from the write-off of the investment, a tax benefit of EUR 5.3 million was recorded in the books of the parent company, which is included in the 'Other' line item of the above table. The line item also includes a deferred tax asset of EUR 0.3 million related to the impairment of the investment value in the subsidiary Lavipharm Dermocosmetics and the difference between the accounting and tax base in light of the impending liquidation of the said subsidiary. Similarly, at the Group level, a deferred tax asset of EUR 0.7 million has been recorded in the books of the subsidiary Lavipharm Hellas due to the impairment of its investment in the subsidiary Lavipharm Cyprus Limited. Additionally, Management has assessed that, based on the Company’s business plans, sufficient taxable profits will be generated within the next five years, against which the total amount of the deferred tax asset will be recovered.See also Note 22: 'Deferred Tax Liabilities/(Assets).
11. Property, plant & equipment
GROUP COMPANY
Land Buildings Vehicles Machinery, Fixture and Fittings Total Land Buildings Vehicles Machinery, Fixture and Fittings Total
COST
Balance 1/1/2023 1,926 1,529 521 18,784 22,760 1,926 1,528 164 16,444 20,062
Additions - 215 - 2,299 2,514 - 215 - 2,284 2,499
Sales – Disposals - - (27) (436) (463) - - (18) (436) (454)
Balance 31/12/2023 1,926 1,744 494 20,647 24,811 1,926 1,743 146 18,293 22,107
ACCUMULATED DEPRECIATION
Balance 1/1/2023 - (841) (484) (15,025) (16,350) - (841) (145) (12,719) (13,705)
Sales – Disposals - - 27 436 463 - - 18 436 454
Depreciation for the period - (39) (7) (394) (440) - (39) (4) (375) (417)
Balance 31/12/2023 - (880) (464) (14,984) (16,327) - (880) (131) (12,658) (13,668)
Net book value 31/12/2023 1,926 864 30 5,663 8,484 1,926 863 15 5,635 8,439
LAVIPHARM Α.Ε. 105
GROUP COMPANY
Land Buildings Vehicles Machinery, Fixture and Fittings Total Land Buildings Vehicles Machinery, Fixture and Fittings
COST
Balance 1/1/2024 1,926 1,744 494 20,647 24,811 1,926 1,743 146 18,293 22,107
Additions - 977 - 1,549 2,526 - 977 16 1,494 2,487
Transfers/ Reclassifications - - - 290 290 - - - 290 290
Sales – Disposals - - (17) (953) (970) - - - (211) (211)
Assets held for sale - - - (560) (560) - - - - -
Balance 31/12/2024 1,926 2,721 477 20,973 26,097 1,926 2,720 162 19,866 24,674
ACCUMULATED DEPRECIATION
Balance 1/1/2024 - (880) (464) (14,984) (16,327) - (880) (131) (12,658) (13,668)
Depreciation for the period - (40) (5) (428) (473) - (40) (3) (403) (446)
Sales – Disposals - - 17 933 951 - - - 191 191
Assets held for sale - - - 549 549 - - - - -
Balance 31/12/2024 - (919) (452) (13,930) (15,300) - (920) (134) (12,871) (13,924)
Net book value 31/12/2024 1,926 1,802 25 7,044 10,797 1,926 1,801 28 6,995 10,750
A mortgage prenotation of Euro 12.6 million has been registered on the tangible fixed assets of the parent company in favor of Optima Bank as collateral for the bond loan. The useful lives of PP&E were reassessed taking account of climate change and the environmental provisions in force on the reporting date of the financial statements without the need for a change arising at present.
LAVIPHARM Α.Ε. 106 11.1 Right-of-use assets The Lavipharm Group leases land, buildings, and other equipment under finance leases. For the Lavipharm property in Paiania (offices and factory), a sale and leaseback agreement has been signed with Attica Bank, with a duration until 2039.
GROUP COMPANY
Land from Sale Leaseback Buildings & Technical works from Sale Leaseback Right-of- use Buildings Right-of- use Vehicles Total Land from Sale Leaseback Buildings & Technical works from Sale Leaseback Right-of- use Buildings Right-of- use Vehicles Total
COST
Balance 1/1/2023 7,499 6,777 111 1,180 15,566 7,499 6,777 - 409 14,685
Additions - - 87 1,031 1,118 - - - 233 233
Sales – Disposals - - - (463) (463) - - - (84) (84)
Balance 31/12/2023 7,499 6,777 197 1,748 16,221 7,499 6,777 - 558 14,833
ACCUMULATED AMORTIZATION
Balance 1/1/2023 - (4,346) (43) (532) (4,921) - (4,346) - (152) (4,498)
Sales – Disposals - - - 415 415 - - - 71 71
Amortization for the period - (296) (18) (342) (656) - (296) - (105) (401)
Balance 31/12/2023 - (4,642) (61) (458) (5,161) - (4,642) - (186) (4,828)
Net book value 31/12/2023 7,499 2,134 136 1,290 11,060 7,499 2,135 - 372 10,006
GROUP COMPANY
Land from Sale Leaseback Buildings & Technical works from Sale Leaseback Right-of- use Buildings Right-of- use Vehicles Total Land from Sale Leaseback Buildings & Technical works from Sale Leaseback Right-of- use Buildings Right- of-use Vehicles
COST
Balance 1/1/2024 7,499 6,777 197 1,748 16,221 7,499 6,777 - 558 14,833
Additions - - - 465 465 - - - 366 366
Sales – Disposals - - - (347) (347) - - - (120) (120)
Held for sale assets - - (89) (100) (189) - - - - -
Balance 31/12/2024 7,499 6,777 197 1,866 16,150 7,499 6,777 - 804 15,079
ACCUMULATED
AMORTIZATION
Balance 1/1/2024 - (4,642) (61) (458) (5,161) - (4,642) - (186) (4,828)
Amortization for
- (296) (37) (416) (749) - (296) - (150) (446)
the period
Sales – Disposals - - - 240 240 - - - 116 116
Held for sale assets - - 43 39 83 - - - - -
Balance 31/12/2024 - (4,938) (90) (643) (5,588) - (4,938) - (220) (5,158)
Net book value 31/12/2024 7,499 1,838 107 1,224 10,562 7,499 1,838 - 584 9,922
LAVIPHARM Α.Ε. 107 11.2 Investment properties The following investment properties refer to real estate owned by the Group and the Company, held to generate rental income or for capital appreciation purposes.
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Property in Kifisia 268 247 268 247
Property on Pireos Street 605 536 605 536
Property in Pylea, Thessaloniki 1,309 1,277 1,309 1,277
Property in Rouf 640 604 640 604
2,822 2,664 2,822 2,664
The investment properties were revalued at fair value by independent certified appraisers in accordance with the applicable editions of the RICS Valuation – Global Standards (Red Book) and the European Valuation Standards of TEGoVA (Blue Book). This revaluation resulted in a gain of Euro 157 thousand, which was recorded in the results of the closing financial year.
Investment Properties GROUP COMPANY
Balance on 01/01/2023 2,297 2,297
Revaluation gain in the income statement 367 367
Balance on 31/12/2023 2,664 2,664
Balance on 01/01/2024 2,664 2,664
Revaluation gain in the income statement 157 157
Balance on 31/12/2024 2,822 2,822
The investment properties either are leased to third parties through operating lease agreements or remain vacant. Rental income of EUR 118 thousand is included in the “Other Operating Income” line item of the statement of comprehensive income for the closing financial year. To secure the bondholders of the EUR 10.5 million bond loan, a mortgage prenotation has been registered on the properties in Kifisia, Piraeus, and Pylaia, Thessaloniki. Kifisia Property The property refers to an elevated ground-floor apartment in the Municipality of Kifisia. The fair value of the property was estimated using the comparable method (market approach), given the sufficient number of relevant comparable transactions. According to this method, the value is determined based on research and collection of comparable data that exhibit the highest possible similarity to the property under valuation. Thus, for the application of this method, the specific characteristics of the subject property are considered, and comparable data are then analyzed. The weighted price per square meter was determined at EUR 2.824/m² (2023: EUR 2.600/m²). Due to the weighting of comparable data, the fair value measurement using this method is classified as Level 3. Piraeus Street Property The property consists of 21 horizontal ownerships in a commercial-use building on Piraeus Street in the Municipality of Athens. The horizontal ownerships concerning office units on the above-ground floors were valued using the comparable method (market approach), given the sufficient number of comparable transactions from office and commercial space sales in the area. According to this method, the value is determined based on research and collection of comparable data that exhibit the highest possible similarity to the property under valuation. Thus, for the application of this method, the specific characteristics of the subject property are considered, and comparable
LAVIPHARM Α.Ε. 108 data are then analyzed. The weighted price per square meter was determined at EUR 732/m² (2023: EUR 672/m²). Due to the weighting of comparable data, the fair value measurement using this method is classified as Level 3. The horizontal ownership concerning the ground-floor retail unit, which is under a lease agreement, was valued using the income capitalization method. This method is based on the principle that a property’s value derives from the capitalized value of the rental income it can command and is considered the most appropriate method for valuing commercial or income-generating properties. Key factors considered in this method include the property’s use, precise location, and market level for properties with similar characteristics. Additional factors influencing rental value include the property’s specific characteristics, such as age, building layout, interior space configuration, construction quality, maintenance condition, permitted uses, etc. Market liquidity at the valuation date is also a consideration, particularly for large properties. Therefore, the method relies on accurately determining the fair market rent the property could achieve. The rent is then capitalized using an appropriate capitalization rate to derive the capital value. The annual capitalization rate applied was 9.0% (2023: 8.5%). Due to the weighting of comparable lease data and the estimation of the annual capitalization rate, the fair value measurement using these methods is classified as Level 3. Pylaia, Thessaloniki Property The property consists of a storage facility and an adjacent agricultural plot in the Municipality of Pylaia–Chortiatis, Thessaloniki. The area where the properties are located currently exhibits relatively stable leasing demand, and the real estate market is active in terms of leases. The properties are fully leased under a single lease agreement. Given the valuation basis, the discounted cash flow (DCF) approach within the income capitalization method was adopted. The Income Capitalization Method is based on the principle that a property’s value derives from the capitalized value of the rental income it can generate, adopting an appropriate capitalization rate that incorporates all risks associated with the property’s lease income. This approach determines the capital value of the property. The Discounted Cash Flow (DCF) approach involves constructing a financial model considering the revenues and expenses associated with the income-generating property, the valuer’s perception of current market conditions and future trends, and other influencing factors. The net cash flow generated from the property’s income and expenses is discounted using a discount rate that reflects the total return expected by an investor at the valuation date. The overall annual yield rate at the end of the financial forecast period, considered to adequately reflect the investment risk associated with this specific location and property use, is 7.75%. The fair value measurement using this method is classified as Level 3. Rouf Property The property consists of a plot with buildings in the Rouf area of the Municipality of Athens. The fair value was determined using the income capitalization method, which considers comparable lease transactions and available investment market data.
LAVIPHARM Α.Ε. 109 The capitalization rate applied was 9.75%, adequately reflecting the investment risk associated with the property and its specific location at the valuation date. The weighted rental price per square meter was determined at EUR 1.81/m²/month (2023: EUR 1.70/m²/month). Due to the weighting of comparable lease data and the estimation of the annual capitalization rate, the fair value measurement using this method is classified as Level 3. 12. Intangible assets
GROUP COMPANY
Development Costs Patents & Trademarks Other Intangible Assets Total Development Costs Patents & Trademarks Other Intangible Assets Total
COST
Balance 1/1/2023 6,602 66,285 754 73,641 6,614 62,344 166 69,124
Additions 1,383 127 94 1,603 1,383 22 15 1,419
Sales – Disposals (449) (157) - (605) (449) (157) - (605)
Balance 31/12/2023 7,537 66,255 848 74,639 7,549 62,209 181 69,938
Accumulated Amortization
Balance 1/1/2023 (4,424) (22,593) (429) (27,446) (4,436) (18,854) (38) (23,328)
Sales – Disposals 449 157 - 605 449 157 - 605
Amortization for the period (63) (3,087) (107) (3,258) (63) (3,002) (10) (3,075)
Balance 31/12/2023 (4,039) (25,523) (536) (30,098) (4,051) (21,700) (48) (25,798)
Net book value 31/12/2023 3,498 40,732 311 44,541 3,498 40,510 132 44,140
GROUP COMPANY
Development Costs Patents & Trademarks Other Intangible Assets Total Development Costs Patents & Trademarks Other Intangible Assets Total
COST
Balance 1/1/2024 7,537 66,255 848 74,639 7,549 62,209 181 69,938
Additions 1,424 7,687 19 9,130 1,424 4,405 - 5,829
Transfers/ Reclassifications (290) - - (290) (290) - - (290)
Assets held for sale - (182) (482) (664) - - - -
Balance 31/12/2024 8,670 73,760 385 82,815 8,682 66,614 181 75,477
Accumulated Amortization
Balance 1/1/2024 (4,039) (25,523) (536) (30,098) (4,051) (21,700) (48) (25,798)
Amortization for the period (135) (3,242) (66) (3,443) (135) (3,038) (11) (3,183)
Assets held for sale - - 405 405 - - - -
Balance 31/12/2024 (4,173) (28,766) (197) (33,136) (4,185) (24,738) (59) (28,982)
Net book value 31/12/2024 4,497 44,994 188 49,679 4,497 41,877 122 46,495
In the 2024 additions to the “Patents and Trademarks” line item for both the Company and the Group, an amount of EUR 2 million was included, which was transferred from “Advances to Suppliers” and had been disbursed in 2023 for the acquisition of a pharmaceutical product.
LAVIPHARM Α.Ε. 110 Additionally, the “Patents and Trademarks” line item includes the pharmaceutical product Catapresan, which the Company acquired in 2022. The total acquisition cost amounted to EUR 42.5 million, consisting of a cash payment of EUR 34 million and a contingent consideration of EUR 8.5 million. The Company’s Management applied the Financial Liability Model as its accounting policy for recognizing the contingent consideration of the acquired intangible asset, as detailed in Note 3.6.1 “Measurement of contingent consideration liability upon asset acquisition” of the financial statements. Under this policy, the fair value of the liability for the contingent consideration is measured at each reporting date until the final measurement and settlement. The Company adjusted the carrying amount of the financial liability to reflect estimated cash flows based on updated forecasts. The discount rate used was the Company’s Weighted Average Cost of Capital (WACC), estimated at 8.10% (2023: 9.21%). A sensitivity analysis showed that a half-percentage point (+/- 0.50%) change in the WACC would impact the contingent consideration by EUR 0.2 million, with a corresponding gain or charge to the closing financial year’s results 13. Investments in subsidiaries and affiliates The Company's investment percentages are as follows:
Investments of Lavipharm S.A. Investment Percentage Country of Establishment Value of investment
Name 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Lavipharm Hellas A.E. 99.92% 99.92% GREECE 21,537 21,315
Minus: Provision for impairment of investment - -
21,537 21,315
Lavipharm Active Services Μ.A.E. - 100.00% GREECE - 26,505
Minus: Provision for impairment of investment - (25,211)
1,294
Pharma Plus A.E. 100.00% - GREECE 1,491 -
Minus: Provision for impairment of investment - 1,491 - -
Pharma Logistics A.E. 96.52% 96.52% GREECE 621 621
Minus: Provision for impairment of investment (621) - (621) -
DERMOCOSMETICS Μ.A.E (formerly CASTALIA) 100.00% 100.00% GREECE 1,140 1,140
Minus: Provision for impairment of investment (1.140) - (1,140) -
Lavipharm Limited 0.58% 0.58% CYPRUS 0,001 0,001
23,028 22,609
The movement of investments is as follows::
Name Balance 1/1/2024 Additions Share capital return to shareholders Disposal/ Liquidation Impairment Impairment reversal Balance 31/12/2024
LAVIPHARM HELLAS A.E. 21,315 222 - - - - 21,537
LAVIPHARM ACTIVE SERVICES 1,294 - (723) (571) - - -
LAVIPHARM DERMOCOSMETICS Μ.A.E ((formerly CASTALIA) - - - - - - -
PHARMA PLUS A.E. - 1,491 - - - - 1,491
PHARMA LOGISTICS - - - - - - -
LAVIPHARM LIMITED - - - - - - -
Total 22,609 1,713 (723) (571) - - 23,028
LAVIPHARM Α.Ε. 111
Name Balance 01/01/2023 Additions Impairment Impairment reversal Balance 31/12/2023
LAVIPHARM HELLAS A.E. 21,212 103 - - 21,315
LAVIPHARM ACTIVE SERVICES 982 1,150 (838) - 1,294
LAVIPHARM DERMOCOSMETICS Μ.A.E (formerly CASTALIA) - - - - -
PHARMA LOGISTICS - - - - -
LAVIPHARM LIMITED - - - - -
Total 22,194 1,253 (838) - 22,609
The movement of investments is as follows: During the fiscal year ending on 31/12/2024: - By resolution of the Extraordinary General Meeting of the subsidiary Lavipharm Active Services ("LAS") dated 31/05/2024, the company's share capital was reduced by EUR 723 by decreasing the nominal value of each share from EUR 0.40 (absolute amount) to EUR 0.34 (absolute amount). - The investment in the subsidiary Lavipharm Hellas AE increased by EUR 222, representing benefits linked to the value of shares, which will be settled with equity instruments of the parent company. The subsidiary has no obligation to settle the transaction (IFRS 2, para. 43B). - On 20/12/2024, the General Commercial Registry (G.E.MI.) recorded, under registration number 5075242, the minutes of the General Meeting of LAS dated 17/12/2024, approving the liquidation balance sheet as of 12/12/2024. Following this approval, the subsidiary was deregistered from the registry. The liquidation resulted in a profit of EUR 1,072, recorded in the Company’s books. - The increase in investment in the subsidiary PHARMA PLUS mainly resulted from the in-kind distribution of LAS's liquidation proceeds (EUR 1,403), based on a valuation study by an independent audit firm. The remaining amount comes from the purchase of minority shares in the subsidiary. According to the accounting policies followed and the requirements of IAS 36, the Group conducts an impairment test on its assets at the end of each reporting period. This test may also be performed earlier if indications of potential impairment arise. The evaluation considers both external and internal factors. The recoverable amount of each Cash-Generating Unit (CGU) is determined based on its value in use. This is derived from the present value of estimated future cash flows expected to be generated by each CGU, using the discounted cash flow method. The methodology for determining value in use is sensitive to the following key assumptions, adopted by Management for estimating future cash flows Preparation of five-year business plans per CGU: The recoverable amounts were determined based on five-year business plans approved by Management, incorporating necessary adjustments to reflect the current economic climate. These plans reflect past experience, industry forecasts, and other available external data. Perpetual growth rate: Cash flows beyond the five-year period are estimated using perpetual growth rates obtained from external sources. Weighted Average Cost of Capital (WACC): The WACC method is used as the discount rate for future cash flows, reflecting the weighted cost of equity and long-term debt to determine the company’s total capital cost.
LAVIPHARM Α.Ε. 112 The key assumptions adopted by Management for future cash flow projections, in order to determine value in use and perform an impairment test, are as follows: LAVIPHARM HELLAS SA Current operations: WACC 8.30% (2023: 8.45%) and perpetual growth rate 1.5% (2023: 1.5%) Pharmaceutical cannabis – CBD dietary supplements: WACC 14.70% (2023: 15.86%) and perpetual growth rate 1.5% (2023: 1.5%) PHARMA PLUS SA On 30/12/2024, a contract was signed for the sale of the subsidiary’s total shares to an independent third party for a consideration consisting of a fixed amount of EUR 1.5 million and a variable amount based on the company’s future financial figures. The transfer of shares and payment of the fixed amount occurred in January 2025. Consequently, the carrying amount of the participation, EUR 1,491, was fully recovered through the share sale proceeds. At present, Management is not aware of any event or condition that would reasonably lead to a change in any of the key assumptions used to determine the recoverable amounts of the CGUs. As of 31/12/2024, the Group analyzed the sensitivity of the recoverable amounts per CGU concerning potential changes in key assumptions, including: (i) a half-percentage-point change in the discount rate, (ii) a half- percentage-point change in the perpetual growth rate, (iii) a one-percentage-point change in the sales growth rate, or (iv) a one-percentage-point change in EBITDA. LAVIPHARM HELLAS SA Sensitivity analysis did not indicate any impairment in any of the four aforementioned scenarios. 14 (a). Other non-current assets
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Guarantees given 75 82 38 31
Total 75 82 38 31
14 (b). Other non-current liabilities
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Non-current social security obligations 83 363 41 218
Oligations towards National Organisation for healthcare services provision (EOPYY ) (Clawback-Rebate) 3,030 3,055 606 571
Guarantees received 29 36 29 29
Non-current obligations to related parties 6,960 7,932 6,960 7,932
Total 10,101 11,386 7,636 8,750
The Group's obligations to EOPYY are broken down in the table below:
GROUP COMPANY
Long-term liabilities to EOPYY 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Rebate 775 977 179 225
Claw Back 2,127 1,917 428 346
Entry Fee 128 161 - -
3,030 3,055 606 571
LAVIPHARM Α.Ε. 113 The balance of Euro 6.960 of the item “Non-current obligations to related parties” concerns the long-term segment of the price for the purchase of the intangible asset, see note 12 “Intangible fixed assets”. 14(c). Financial assets Financial assets measured at fair value through profit or loss
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Balance at the beginning of the financial year 1,051 525 1,048 524
Additions - 462 - 462
Valuation - 91 - 89
Sales/ maturities of bonds (1,049) - (1,047) -
Other - (26) - (26)
Balance at the end of the financial year 2 1,051 2 1,048
Non-Current Assets 2 1,048 2 1,048
Current assets 0 3 0 0
Total 2 1,051 2 1,048
As of 31/12/2023, financial assets measured at fair value through profit or loss mainly included investments in Greek government bonds amounting to EUR 553 and bank bonds amounting to EUR 496, which were almost entirely liquidated during 2024. Additionally, during the previous fiscal year 2023, the parent company acquired Greek government treasury bills totaling EUR 2,033, which matured within the same year. These had been classified as financial assets measured at amortized cost
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Balance at the beginning of the financial year - - - -
Additions - 2,033 - 2,033
Sales/ maturities of bonds - (2,033) - (2,033)
Balance at the end of the financial year - - - -
The Company's exposure to credit risk and interest rate fluctuation risk, as well as the impairment loss provision, are disclosed in Note 31.
15. Inventories
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Merchandise 5,178 3,432 227 30
Finished products 5,749 3,980 4,131 2,942
Raw and auxiliary materials 9,381 7,843 9,381 7,843
Inventory impairment (848) (421) (305) (340)
Total 19,460 14,834 13,434 10,475
LAVIPHARM Α.Ε. 114 16. Trade and other receivables
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Customers 13,564 15,273 6,430 7,492
Trade receivables from related parties (subsidiaries) - - 19,330 12,391
Trade receivables from related parties (affiliates) 2,043 3,160 2,035 3,152
Total trade receivables 15,607 18,433 27,795 23,035
Other receivables from related parties (subsidiaries) - - 21 80
Other receivables from related parties (affiliates) 729 278 729 2
Post-dated cheques receivable 6,863 6,067 100 -
Post-dated cheques receivable overdue 400 2,221 - -
Notes receivable overdue - 1,544 - -
Advance payments for inventory purchases 1,034 1,377 348 277
Advances to suppliers 261 2,363 261 2,324
Other prepayments 27 14 - (8)
Prepaid expenses 270 393 260 354
Accrued income 1 94 1 39
Tax prepayments and other taxes receivable 594 984 548 558
VAT receivable 987 490 554 347
Other receivables 2,002 1,990 474 430
Minus: Provision for impaired receivables (10,451) (14,549) (8,322) (8,512)
Total 18,324 21,697 22,768 18,925
The item "Advances to suppliers" of both the Group and the Company includes a payment of Euro 2 million for the purchase of medicines. The Company's exposure to credit risk, interest rate fluctuation risk as well as losses from trade impairment and other receivables are disclosed in note 31.
17. Cash, Cash Equivalents and restricted cash
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Cash on hand 4 7 2 1
Time deposits 480 3,309 480 3,309
Short-term bank deposits 5,105 5,119 3,345 4,271
Total 5,589 8,435 3,827 7,580
As of December 31, 2024, the Group and the Company maintain restricted bank deposits amounting to EUR 2,321 (2023: EUR 2,250). The Company's exposure to credit risk and interest rate fluctuation risk is disclosed in Note 31.
18. Share capital and share premium As of December 31, 2024, the Company's share capital amounts to EUR 50,607,311.10 and is divided into 168,691,037 common registered voting shares, each with a nominal value of EUR 0.30. The Annual General Meeting of the Company on July 9, 2024, decided to increase the Company's share capital by EUR 246,766.50 through the capitalization of an equivalent amount from the "Share Premium" account and the issuance of New Shares, specifically 822,555 new common, dematerialized, registered voting shares, each with a nominal value of EUR 0.30. The share capital increase was carried out as part of the implementation of the free share allocation program, as approved by the Extraordinary General Meeting of Shareholders on May 26, 2023.
LAVIPHARM Α.Ε. 115 19. Reserves
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Statutory reserve 2,496 2,348 2,259 2,141
Total 2,496 2,348 2,259 2,141
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Actuarial gains/(losses) under IAS 19 (152) (143) (128) (95)
Total (152) (143) (128) (95)
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Other reserves 16,709 15,350 16,709 15,350
Total 16,709 15,350 16,709 15,350
Total reserves 19,052 17,555 18,840 17,397
α) Statutory Reserve According to the provisions of Greek corporate law, at least 5% of net profits after taxes must be withheld annually to form a Statutory Reserve. This reserve is used exclusively to offset any debit balance in the Profit and Loss account before dividend distribution. This withholding obligation ceases when the balance of the Statutory Reserve reaches one-third of the paid-up Share Capital. The movement for the 2024 financial year relates to the formation of a statutory reserve amounting to EUR 118 from the profits of the previous financial year, 2023. β) Other Reserves Other reserves mainly consist of tax-free reserves and reserves from income taxed in a special manner. These reserves are not expected to be distributed in the near future; therefore, no deferred tax was calculated, in accordance with IAS 12 “Income Taxes. Other reserves are formed under tax legislation provisions from specifically taxed income and profits. These reserves may either be capitalized or distributed by resolution of the Annual General Meeting of shareholders, subject to any applicable restrictions at the time, or offset against past losses. The movement in other reserves for the Group and the Company, amounting to EUR 1,358, relates to the formation of a reserve for a share option and free share allocation plan, as stipulated in IFRS 2 “Share-based Payment”.
LAVIPHARM Α.Ε. 116 20. Trade and other payables
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Suppliers 7,256 8,024 4,134 3,832
Amounts due to related parties - - 159 170
Payables to affiliated parties 940 824 935 819
Post-dated cheques payable 1,065 1,823 477 539
Notes payable 108 108 108 108
Social security contributions payable 686 876 423 536
Advances from customers 332 1,219 193 354
Taxes and duties payable 419 345 302 201
Accrued expenses 1,703 1,842 805 899
Sundry creditors 259 599 241 265
Deferred income 467 514 467 514
Rebate/Claw back 13,275 10,705 3,679 2,473
Other - 2 - -
Total 26,509 26,882 11,922 10,710
The Group's obligations concerning Clawback, Rebate and entry fees are broken down in the table below:
GROUP COMPANY
Short-term liabilities 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Rebate 3,491 2,890 1,020 475
Claw Back 9,750 7,782 2,659 1,999
Entry Fee 33 33 - -
13,275 10,705 3,679 2,473
The Company's exposure to liquidity risk regarding suppliers and other payables is disclosed in note 31.
21. Borrowings
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Non-current
Non-current loans from affiliated parties 3,813 3,804 3,813 3,783
Bond loans 7,295 8,786 7,295 8,786
Other non current loans 1,064 107 1,064 107
12,172 12,697 12,172 12,676
Current
Bond loans 1,432 1,510 1,432 1,510
Factoring with recourse 5,787 5,281 - -
Other current loans 3,347 1,202 2,847 702
10,566 7,993 4,279 2,212
Total borrowings 22,738 20,689 16,451 14,888
Bond loan On 27 December 2023, a common bond loan coverage agreement of Euro 10,500 was signed with OPTIMA Bank (75% coverage) and Eurobank (25% coverage) in order to refinance the Group's existing borrowings. The loan has a duration of seven years —i.e. until 31 December 2030— and is payable in six- monthly instalments with a floating interest rate (Euribor plus 2.70%).
LAVIPHARM Α.Ε. 117 Other Loans Credit agreement with an open overdraft account between the parent company Lavipharm S.A. and Eurobank, up to the amount of EUR 1,800, with a balance of EUR 1,800 as of 31/12/2024. Credit agreement with an open overdraft account between the parent company Lavipharm S.A. and Piraeus Bank, up to the amount of EUR 3,000, with a balance of EUR 1,005 as of 31/12/2024. Amortizing loan agreement with Piraeus Bank, up to the amount of EUR 2,000, with a balance of EUR 1,000 as of 31/12/2024. The loan agreement includes a 12-month grace period and 16 quarterly amortizing installments of EUR 125 thousand (final repayment year: 2029). Credit agreement with an open overdraft account between the subsidiary Lavipharm Hellas S.A. and Eurobank, up to the amount of EUR 500. Bank loan between the parent company Lavipharm S.A. and Eurobank, with a balance of EUR 107 as of 31/12/2024. Bond Loan Collateral: Registration of a pre-notation of mortgage in favor of Optima Bank for a total amount of EUR 12,600, plus interest and any other amounts, expenses, taxes, or costs, encumbering properties owned by the Company. Assignment as collateral and establishment of a security interest under Law 3301/2004 over the Company's receivables related to any insurance contract covering the mortgaged properties. Assignment as collateral and establishment of a security interest under Law 3301/2004 over the Company's receivables in a bank deposit account maintained at Optima Bank, with a balance of EUR 2,000. The Company is required to maintain satisfactory capital adequacy, profitability, and liquidity, as defined by specific financial ratios. Long-term loans from affiliated parties at Group level 1. Loan amounting to EUR 3,002 as of 31/12/2024, with a fixed interest rate of 2.00% 2. Loan amounting to EUR 115 as of 31/12/2024, with a fixed interest rate of 0.50% 3. Loans amounting to EUR 695 as of 31/12/2024, with a zero interest rate
GROUP COMPANY
Loans movement for the year: 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Opening balance 20,689 25,562 14,888 18,233
Proceeds from new loans 34,865 52,302 3,800 21,296
Repayments (32,782) (57,290) (2,202) (24,753)
Interest 1,350 1,520 783 936
Interest paid (1,318) (1,411) (752) (825)
Amortization of bond loan issuance expenses (66) - (66) -
Other movements - 6 - -
Total movement for the year: 2,049 (4,873) 1,564 (3,345)
Closing balance 22,738 20,689 16,451 14,888
21.1 Leases Financial leasing obligations concern the leasing of a Company property in Paiania. During the 2008 financial year, following the agreement concerning the sale and re-leasing of the Paiania property for 25 years, part of the incoming funds was used to repay loans, while the remaining funds were used to develop the Group's activities. The re-leasing contract provides for specific cases which constitute failure to perform a contractual obligation, including but not limited to: failure to pay the rent due under the contract, change to the Company's legal form, materially adverse change to the Company's financial situation, reduction of the bank's assurances. In April 2017 the company Lavipharm S.A. restructured the re-leasing until April 2039.
LAVIPHARM Α.Ε. 118 The lease obligations of the Group and the Company as well as their related transactions for the financial years that ended on 31 December 2024 and 31 December 2023 are broken down as follows:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Non-current
Non-current finance lease liabilites (Sale leaseback) 9,448 9,992 9,448 9,992
Non-current lease liabilites 725 1,007 317 253
10,173 10,999 9,765 10,246
Current
Current finance lease liabilites (Sale leaseback) 378 241 378 241
Current lease liabilites 527 443 277 128
905 684 655 369
Total lease liabilities 11,078 11,683 10,420 10,615
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Balance at the beginning of the financial year 11,683 11,505 10,615 11,034
Transactions during the financial year:
Additions 461 1,116 361 233
Payments (973) (1,185) (684) (935)
Interest 613 558 571 527
Interest paid (483) (262) (440) (232)
Write-offs (111) (49) (3) (13)
Assets held for sale (112) - - -
Total transactions during the financial year: (604) 178 (195) (419)
Balance at the end of the financial year 11,078 11,683 10,420 10,615
GROUP
31/12/2024 Up to 1 year 1-5 years Over 5 years Total
Rent 1,508 4,866 9,364 15,738
Interest (603) (1,948) (2,109) (4,660)
Capital 905 2,918 7,254 11,078
31/12/2023
Rent 1,121 4,147 10,193 15,461
Interest (437) (1,354) (1,987) (3,778)
Capital 684 2,793 8,207 11,683
COMPANY
31/12/2024 Up to 1 year 1-5 years Over 5 years Total
Rent 1,230 4,440 9,364 15,034
Interest (575) (1,930) (2,109) (4,614)
Capital 655 2,510 7,254 10,420
31/12/2023
Rent 759 3,343 10,193 14,295
Interest (390) (1,304) (1,987) (3,680)
Capital 369 2,039 8,207 10,615
LAVIPHARM Α.Ε. 119 The Company has opted not to recognize assets and liabilities for all lease contracts with a duration of less than 12 months, as well as for those with an underlying asset of insignificant value. Payments for these contracts are expensed as incurred. Short-term leases (less than 12 months) amounted to EUR 17.71 in 2024 (2023: EUR 15.52), while low-value leases amounted to EUR 4.86 in 2024 (2023: EUR 0.11). As of 31/12/2024, the Group and the Company had no commitments for leases that had not yet commenced on that date. The Company and the Group do not face any significant liquidity risk regarding lease obligations. Lease obligations are monitored by the Group’s treasury management department. 22. Deferred tax assets/(liabilities) Deferred tax assets and liabilities appear offset in the Statement of Financial Position, where there is an applicable legitimate right to offset them when calculating the current tax asset/liability (when the relevant temporary differences are reversed) and when deferred income taxes concern the same tax authority. These requirements apply in cases where the assets/liabilities concern the same legal person. The offset amounts are broken down as follows:
GROUP COMPANY
Deferred Tax Asset Balance 01/01/2024 Movement through Profit or Loss Movement through equity To Assets Held for sale Balance 31/12/2024 Balance 01/01/2024 Movement through Profit or Loss Movement through equity Balance 31/12/2024
Tax Losses carried forward - (4,199) - - (4,199) - (4,199) - (4,199)
Intangible Assets (67) 51 - - (17) (67) 67 - -
Tangible Assets (671) (30) - - (700) (671) (30) - (700)
Impairment of Holdings - (984) - - (984) - (251) - (251)
Impairment of Greek government bonds (142) 3 - - (139) (142) 3 - (139)
Accrued Expenses (37) (76) - 5 (109) (38) (59) - (97)
Provision for slow moving and obsolete inventory (72) (107) - - (179) (72) 8 - (64)
Provision for staff idemnity (214) 8 (10) 7 (208) (175) 9 (9) (175)
Other (10) 10 - - - - - - -
Elimintion of gain from intragroup inventory sale (Lavipharm Group) (101) (107) - - (207) - - - -
Total Deferred Tax Asset (1,314) (5,430) (10) 12 (6,742) (1,165) (4,452) (9) (5,625)
LAVIPHARM Α.Ε. 120
Deferred Tax Liabilty Balance 01/01/2024 Movement through Profit or Loss Movement through equity Balance 31/12/2024 Balance 01/01/2024 Movement through Profit or Loss Movement through equity Balance 31/12/2024
Tangible Assets - 1 - 1 - - - -
Intangible Assets - 134 - 134 - 134 - 134
Other 60 - - 60 60 - - 60
Total Deferred Tax Liabilty 60 135 - 195 60 134 - 194
Net Deferred Tax Asset (1,254) (5,295) (10) 12 (6,547) (1,105) (4,317) (9) (5,431)
Deferred tax assets and liabilities are calculated on the basis of the income tax rate applicable during the financial years that the assets are expected to be recovered and the liabilities are expected to be settled, i.e. 22% on the basis of the tax legislation in force. The items listed in the table above are temporary deductible differences created due to differences between the accounting and tax base. A deferred tax asset is recognised for all deductible temporary difference, insofar as it is probable that there will be available taxable profit based on the five-year business plan prepared by Management, against which the deductible temporary difference can be used. As of 31/12/2024, the Company and the Group have recognized deferred tax assets on carryforward tax losses amounting to EUR 4,199. The tax losses of the Company and the Group are as follows:
Balance 31.12.2024 GROUP COMPANY
Tax loss carryforwards on 31 December 2024 19,132 19,085
Tax losses for which no deferred tax asset was recognised 19,085 19,085
Deferred tax asset on tax loss carryforwards 31.12.2024 4,199 4,199
Management believes that the taxable profits, as projected in the five-year business plan, will be sufficient to utilize the aforementioned tax losses. There are no taxable temporary differences related to investments in subsidiaries for which the Company does not recognize a deferred tax liability.
23. Provision for compensation for staff leaving service Under Greek labor law, employees are entitled to compensation in cases of dismissal or retirement, with the amount depending on their salary, length of service, and the reason for departure (dismissal or retirement). Employees who resign or are dismissed for cause are not entitled to compensation. In the event of retirement, the compensation due is equal to 40% of the amount that would be paid in the case of dismissal without cause. The provision for employee compensation upon termination of service is reflected in the financial statements in accordance with IAS 19 and is based on an independent actuarial study conducted as of December 31, 2024.
LAVIPHARM Α.Ε. 121 The balance of employee benefit obligations due to termination of service is analyzed as follows:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
As per Balance Sheet for: Obligations concerning provisions due to staff leaving service 947 1.083 796 796
947 1.083 796 796
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Income Statement Charges Obligations concerning provisions due to staff leaving service 277 270 177 204
277 270 177 204
The amounts recorded in the income statement are as follows:
GROUP COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Current employment cost 101 92 66 60
Financial cost 34 41 28 31
Termination benefits 142 137 83 113
Net expense for the financial year 277 270 177 204
The amounts recorded in other comprehensive income of the statement of comprehensive income are as follows:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Opening balance 143 97 95 61
Actuarial (gains)/losses for the financial year 28 46 33 34
Closing balance 171 143 128 95
The movement of the liability recorded in the Balance Sheet is as follows:
GROUP COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Opening balance 1.083 937 796 707
Current employment cost 101 92 66 60
Financial cost 34 41 28 31
Settlement effect 142 137 83 113
Personnel transfer 42 - 42 -
Compensation paid (461) (184) (260) (159)
Transfer to assets held for sale (30) - - -
Actuarial (gains)/losses under IAS 19 36 59 42 44
Balance at the end of the financial year 947 1.083 796 796
The key actuarial assumptions used are as follows:
2024 2023
Discount rate 3.18% 3.56%
Average annual rate of long-term inflation increase 2.00% 2.10%
Future salary increases 3.20% 3.20%
For the discount rate, the European Central Bank bond yield curve was used. The actuarial study was based on the Greek Mortality Table 1990 (Ministerial Decision K3-3974/99).
LAVIPHARM Α.Ε. 122 Staff Mobility
Age Group Voluntary Redundancy Dismissal
Up to 45 years 6% 2%
46-50 1% 1%
50-55 0% 1%
56 and above 0% 1%
GROUP COMPANY
PVDBO Sensitivity Analysis 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Present value of Defined Benefit Obligation 947 1.083 796 796
Calculation at a 0.5% discount rate 927 1.061 781 782
Calculation at a -0.5% discount rate 968 1.105 812 811
GROUP COMPANY
Current Employment Cost Sensitivity Analysis 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Present value of Defined Benefit Obligation 101 92 66 60
Calculation at a 0.5% discount rate 97 88 64 58
Calculation at a -0.5% discount rate 105 95 69 62
24. Discontinued Operations The “Discontinued Operations” line item for the fiscal years 2024/2023 in the income statement of the attached consolidated financial statements includes the activities of the following subsidiary companies: Lavipharm Active Services In December of the previous fiscal year (2023), the Group's Management decided to discontinue the pharmaceutical warehousing and third-party logistics (3PL) services business and transfer certain assets of its subsidiary, Lavipharm Active Services (“LAS”), to Profarm S.A. The terms of the employee transition agreement—whereby some employees were hired by Profarm S.A. or transferred to Lavipharm Group’s core activities—were implemented in February 2024, in accordance with employee preferences. Following the discontinuation of the pharmaceutical warehousing and 3PL services, the LAS Shareholders’ General Assembly resolved to dissolve and liquidate the company, a process that was completed in December 2024, culminating in the company’s deregistration from the General Commercial Registry (GEMI). Taking into account all aspects of these actions—including the financial compensation, employee transition options, and severance payments—the total pre-tax profit amounted to Euro 0.3 million, which was recognized in the 2024 financial results. Pharma Plus On December 30, 2024, a share purchase agreement was signed for the sale of the entire share capital of the subsidiary PHARMA PLUS AE ("Pharma Plus") to Diorama Investments II RAIF, S.C.A, an investment fund managed by Deca Investments A.E.D.O.E.E. The purchase price includes a fixed amount of Euro 1.5 million and a variable amount to be determined based on the company’s future financial figures . The transfer of shares and payment of the fixed portion of the price were completed in January 2025. Lavipharm Dermocosmetics On August 5, 2024, the General Commercial Registry (G.E.MI.) recorded decision number 9289 – 05/08/2024, which approved the dissolution and liquidation of the subsidiary Lavipharm Dermocosmetics MAE. This decision was made in accordance with the resolution of the subsidiary’s General Meeting of Shareholders dated August 2, 2024.
LAVIPHARM Α.Ε. 123 Lavipharm Limited (Cyprus) In December 2024, the General Meeting of Shareholders of the subsidiary Lavipharm Limited decided on the company's dissolution and its placement into liquidation. The results of the discontinued operations for the years 2024 and 2023 are presented in the table below:
Amounts with intercompany eliminations LAS Pharma Plus Lavipharm Dermocosmetics Lavipharm Ltd (Cyprus) Group
01/01/2024- 31/12/2024 01/01/2024- 31/12/2024 01/01/2024- 31/12/2024 01/01/2024- 31/12/2024 01/01/2024- 31/12/2024
Revenue 1,060 2,433 - - 3,493
Cost of Sales (1,053) (1,557) - - (2,610)
Gross profit 7 876 - - 883
Other operating income 702 120 - 41 863
Administrative expenses (117) (400) (4) (5) (526)
Selling & distribution expenses (205) (646) (4) 0 (856)
Bonds’ valuation 0 - - - 0
Other operating expenses (19) (2) (1) (2) (23)
Operating profit before financing and income tax 369 (52) (9) 34 342
Finance Costs (18) (8) - - (26)
Total financial results (18) (8) - - (26)
Profit before tax 351 (60) (10) 34 315
Income tax 0 0 - - (0)
Net profit for the year from discontinued operations 351 (60) (10) 34 315
Amounts with intercompany eliminations LAS Pharma Plus Lavipharm Dermocosmetics Lavipharm Ltd (Cyprus) Group
01/01/2023- 31/12/2023 01/01/2023- 31/12/2023 01/01/2023- 31/12/2023 01/01/2023- 31/12/2023 01/01/2023- 31/12/2023
Revenue 6,752 3,033 5 - 9,790
Cost of Sales (6,341) (2,003) (4) - (8,348)
Gross profit 411 1,030 1 - 1,441
Other operating income 20 89 0 - 109
Administrative expenses (154) (378) (5) (7) (544)
Selling & distribution expenses (331) (634) (3) - (968)
Bonds’ valuation 0 - - - 0
Other operating expenses (7) (6) (0) (0) (14)
Operating profit before financing and income tax (61) 102 (7) (8) 25
Finance Costs (105) (10) (2) - (117)
Total financial results (105) (10) (2) - (117)
Profit before tax (167) 92 (10) (8) (92)
Income tax (8) (0) (1) - (9)
Net losses for the year from discontinued operations (175) 92 (11) (8) (101)
LAVIPHARM Α.Ε. 124 The line items of the statement of financial position included in "Assets held for sale" as well as in "Liabilities associated with assets held for sale" are analyzed as follows:
Pharma Plus Lavipharm Dermocosmetics Lavipharm Ltd (Cyprus) 31/12/2024
Property, plant & equipment 11 0 - 11
Right-of-use assets 105 - - 105
Intangible assets 259 - - 259
Other non-current assets 11 - - 11
Deferred tax asset 9 - - 9
Total non-current assets 395 0 0 395
Inventories 131 - - 131
Trade and other receivables 951 9 - 960
Cash and cash equivalents 134 7 - 142
Total current assets 1,216 16 0 1.233
Assets held for sale 1.611 16 0 1,627
Provision for staff termination benefits 30 - - 30
Non current Lease liabilities 70 - - 70
Other non current liabilities 7 - - 7
Total non-current liabilities 107 - - 107
Trade and other payables 742 8 - 750
Lease liabilities current 42 - - 42
Income tax payable 1 - - 1
Lease liabilities current 785 8 - 793
Liabilities related to assets held for sale 892 8 - 900
Regarding the items as of 31/12/2023, the transaction with the company Profarm S.A. included, among other things, the transfer of Lavipharm Active Services' 3PL agreements and the purchase of its inventory. Consequently, the carrying amount of the assets and liabilities included in the "Assets held for sale" line item as of 31/12/2023 related to the inventory of LAS. The cash flows from the discontinued activity are as follows:
Discontinued Activities 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Operational activities from discontinued activities 888 1.541
Investment flows from discontinued operations (11) (68)
Financial flows from discontinued activities (658) (1.905)
25. Share-based payments As of 31 December 2024, the Group has established the following two share option plans for executives: Stock award plan The Extraordinary General Assembly of the Company's shareholders held on 26 May 2023 decided to establish a plan for the free distribution of shares to senior executives of the Company (hereinafter the "Stock Award Plan") in accordance with Article 114 of Law 4548/2018, with a duration until 31 December 2025; it was decided to implement the plan by issuing new ordinary and registered shares of the Company with capitalisation of the difference from the issuance of premium shares, as provided for in Article 114 of Law 4548/2018. Furthermore, pursuant to the above decision of the Extraordinary General Assembly, it was decided that the maximum number of shares to be issued shall amount to 1,175,079 shares.
LAVIPHARM Α.Ε. 125 The establishment of the Stock Award Plan is part of a wider framework of remuneration and benefits and is part of the long-term incentives provided to senior Company executives. The main objective of the Stock Award Plan is to reward senior Company executives for their contribution to the achievement of the Company's medium-term and long-term targets and to strengthen their loyalty and trust in the Company. Two (2) senior Company executives will participate in the Stock Award Plan, namely the Chief Operating Officer and the Chief Financial Officer. The establishment of the Stock Award Plan and the award of Company shares to the two (2) aforesaid senior executives are connected with: • their contribution to the Company's exit from the surveillance regime • their contribution to the restructuring of the Company during the 2019-2022 period • their contribution to the recent share capital increase and • their contribution to the restructuring of corporate debt, as well as • the stay of these executives at the Company until the year 2025. 70% of the shares under the Stock Award Plan were granted free of charge until December 31, 2024, and the remaining 30% will be granted by December 31, 2025. On July 9, 2024, the Company’s Ordinary General Meeting decided to increase the Company’s share capital by EUR 246,766.50, through the capitalization of an equal amount from the "Share Premium Account," and the issuance of New Shares, specifically 822,555 new common, intangible, registered shares with voting rights, each with a nominal value of EUR 0.30. The share capital increase was carried out as part of the implementation of the free share allocation program, as approved by the resolution of the Extraordinary General Meeting of Shareholders on May 26, 2023. The Stock Award Plan was valued using the market price method, which is the best option for the valuation of the Stock Award Plan, as the shares to be awarded possess common characteristics and result in from common rights and obligations with the Company's shares traded on the Athens Stock Exchange. According to the market price method, in the event that the market price of the shares or options is determined, due to the trading of the relevant security in the money and capital markets, then the estimate of their fair value results from the market price at which the relevant title is traded in money and capital markets. The market price is defined as the closing price of the Company's share on the Athens Stock Exchange on the date of activation of the Plan (13 July 2023). Therefore, the market price amounts to Euro 0.69 per share. According to Management's assessment, the two beneficiaries are expected to stay at the Company until the maturity date. Stock option plan The Extraordinary General Assembly of the Company's shareholders held on 26 May 2023 decided to establish a plan for the distribution of shares to Company executives (hereinafter the "Stock Option Plan") in accordance with Article 113 of Law 4548/2018, with a duration of approximately 6 years, i.e. until the year 2029; it was decided to implement the plan by increasing the Company's share capital, as provided for in Article 113 of Law 4548/2018. Furthermore, pursuant to the above decision of the Extraordinary General Assembly, it was decided that the maximum number of shares to be issued shall amount to 7,218,345 ordinary registered shares with voting rights, and the sale price of shares under the Stock Option Plan was set at thirty four cents (Euro 0.34). The establishment of the Stock Option Plan is part of wider framework of remuneration and benefits and is part of the long-term incentives provided to Company executives. The main objective of the Stock Option Plan is to reward Company executives for their contribution to the achievement of the Company's medium- term and long-term targets and to strengthen their loyalty and trust in the Company, and also serves the Company's operating needs. The Stock Option Plan is established for the benefit of selected executives whose contribution is of decisive importance for achieving the Company's business objectives, and with
LAVIPHARM Α.Ε. 126 the aim of rewarding their active participation in achieving the company’s objects and strengthening long- term loyalty. When the vesting period of the Stock Option Plan ends, Beneficiaries will have the option to exercise their Rights in whole or in part as follows: 1) on 30 April 2026, 25% of the Rights granted vests; 2) on 30 April 2027, 45% of the Rights granted vests; 3) on 30 April 2028, 30% of the Rights granted vests, while the option to exercise the Rights will be granted for one more year, i.e. until 15 October 2029. The Black-Scholes model was used to estimate the fair value of the Stock Award Plan with the following assumptions/parameters: • Share price: Euro 0.69 • Exercise price: Euro 0.34 • Annual variability: 66.12% • Zero risk interest rate: 2.54% • It is considered that the beneficiaries exercise all their Rights at the middle of the permitted exercise period. • The Company is considered to achieve the non-market performance targets of the Stock Award Plan in accordance with the Business Plan drawn up by Management for the 2023 - 2027 period. • Management believes that 10% of all beneficiaries will leave by the end of the Plan in question. The amount of the related expense recorded during the 2024 financial year amounts to Euro 1.137 for the Company (2023: Euro 531) and Euro 1.358 for the Group (2023: Euro 635). The recognition of the expense takes into account the period from the commencement of the Plan, compared to the total period from the commencement of the Plan until the date when the benefits vest. 26. Earnings / (losses) per share The main earnings per share are calculated by dividing the profit corresponding to the shareholders of the Parent Company by the weighted average number of ordinary shares during the period, save equity ordinary shares purchased by the company (equity shares). As mentioned in note 25 "Share-based payments", the Company has established two plans for the distribution of shares to executives. Free shares under the Stock Award Plan are treated as options when calculating diluted earnings per share, even if they are subject to vesting. Stock options based on employee performance, as defined in the Stock Option Plan, are treated as contingently issuable shares as their issuance is subject to the fulfilment of specific conditions in addition to the passage of time and are not included in the calculation of diluted earnings per share as the necessary conditions have not been met at the end of the 2024 financial year.
GROUP COMPANY
01/01/2024- 01/01/2023- 01/01/2024- 01/01/2023-
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Profits from continuing operations corresponding to the shareholders of the parent company 8,667 1,973 8,702 2,360
Weighted average number of shares (in thousands) 168,263 167,868 168,263 167,868
Main earnings per share (in absolute amounts) 0.0515 0.0118 0.0517 0.0141
LAVIPHARM Α.Ε. 127
GROUP COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Profits corresponding to the shareholders 8,667 1,973 8,702 2,360
Adjusted weighted average number of shares (in thousands) 168,498 168,205 168,498 168,205
Diluted earnings per share (in absolute amounts) 0.0514 0.0117 0.0516 0.0140
GROUP COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Losses from discontinued operations corresponding to the shareholders of the parent company 315 (101) - -
Weighted average number of shares (in thousands) 168,263 167,868 - -
Main losses per share (in absolute amounts) 0.0019 (0.0006) - -
GROUP COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023 01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Losses from discontinued operations corresponding to the shareholders of the parent company 315 (101) - -
Adjusted weighted average number of shares (in thousands) 168,498 168,205 - -
Diluted losses per share (in absolute amounts) 0.0019 (0.0006) - -
27. Dividends per share The Parent Company, during the current fiscal year, will propose the distribution of a dividend at the annual general meeting of shareholders. 28. Contingent obligations Α. The miscellaneous reserves mainly concern tax-exempt reserves and reserves from specially taxed revenue. These reserves are not to be distributed in the near future and therefore no deferred tax was calculated, in accordance with the provisions of IAS 12. If they are distributed, the Company will bear the corresponding tax. Β. Letters of guarantee amounting to Euro 267 have been issued for the Company, which are covered against cash in hand of an equal amount. Furthermore, assignment due to pledge and establishment of financial collateral under Law 3301/2004 have taken place for the Company's claims on a deposit account held at Optima Bank with a balance of Euro 2,000 as assurance for the bond loan. 29. Contingent Commitments Capital commitments Contractual commitments have been made for capital expenditure on the balance sheet date amounting to Euro 1 million for the acquisition of medicines which were not recognised in the financial statements. Operating lease commitments There are no assumed obligations from operating leases where the Company is the lessee.
LAVIPHARM Α.Ε. 128 30 Transactions with related and affiliated parties Related and affiliated parties mainly refer to the main shareholders, the Management of the Company, its subsidiaries and companies with common ownership status with the Management of the Company and the subsidiaries or subsidiaries of those companies, financially dependent members and first degree relatives (spouses, children, etc.) of the directors and Management. The transactions and balances of transactions between the Group and Company and affiliated parties for the financial years that on 31 December 2024 and 31 December 2023 are as follows:
GROUP COMPANY
Receivables from: 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Laboratoires Lavipharm SA 766 622 766 622
Lavisoft 1,146 2,203 1,146 1,927
Provision for impairment Lavisoft (310) (615) (310) (543)
Atlantis 377 377 377 377
Provision for impairment Atlantis (377) (377) (377) (377)
Integra Centre Single Member S.A. 24 24 16 16
Provision for Integra (24) (24) (16) (16)
Eastern Europe 2 2 2 2
Provision for impairment Eastern Europe (2) (2) (2) (2)
Technomed 457 210 457 210
Total 2,059 2,419 2,059 2,215
GROUP COMPANY
Payables to: 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Lavipharm Group Holding (Long-term) 6,960 7,932 6,960 7,932
Lavipharm Group Holding 839 744 839 739
Lavisoft 5 - - -
Other associated parties 12 12 12 12
T&A Holding Company 83 66 83 66
Total 7,899 8,754 7,895 8,750
GROUP COMPANY
Liabilities (Loans) to: 31/12/2024 31/12/2023 31/12/2024 31/12/2023
Laboratoires Lavipharm SA (Long-term) 3,003 2,973 3,003 2,973
T&A Holding Company (Long-term) 115 115 115 115
Other associated parties (Long-term) 695 716 695 695
Total 3,813 3,804 3,813 3,783
GROUP
01/01/2024-31/12/2024 01/01/2023-31/12/2023
Income Sale of goods Sale of Services Other Income Sale of goods Sale of Services Other Income
Lavisoft - 12 4 - 12 4
Integra Centre MAE - - 4 - - 4
Laboratoires Lavipharm S.A. 2,760 77 - 2,703 0 -
Technomed 168 - 79 55 - 101
Total 2,929 89 87 2,758 12 109
LAVIPHARM Α.Ε. 129
COMPANY
01/01/2024-31/12/2024 01/01/2023-31/12/2023
Income Sale of goods Sale of Services Other Income Sale of goods Sale of Services Other Income
Lavisoft - 12 4 - 12 4
Integra Centre MAE - - 4 - - 4
Laboratoires Lavipharm S.A. 2,760 77 - 2,703 - -
Technomed 168 - 79 55 - 101
Total 2,929 89 87 2,758 12 109
GROUP
01/01/2024-31/12/2024 01/01/2023-31/12/2023
Expenses Purchase of fixed assets Purchase of Services Other Financial Expenses Purchase of fixed assets Purchase of Services Financial Expenses
Lavisoft - - - - 2 43 -
Laboratoires Lavipharm SA - - - 59 - - 59
LV Group Holding 0 159 23 - - 125 -
T&A Holding Company - 22 - 1 - 19 -
Total - 181 23 60 2 188 59
COMPANY
01/01/2024- 31/12/2024 01/01/2023- 31/12/2023
Expenses Purchase of fixed assets Purchase of Services Other Financial Expenses Purchase of fixed assets Purchase of Services Financial Expenses
Laboratoires Lavipharm SA - - - 59 - - 59
LV Group Holding - 159 23 - - 125 -
T&A Holding Company - 22 - 1 - 19 -
Total - 181 23 60 - 144 59
The transactions and balances of transactions between the Company and related parties for the financial years that on 31 December 2024 and 31 December 2023 are as follows:
COMPANY
Receivables from: 31/12/2024 31/12/2023
Lavipharm Hellas Α.Ε. 18,906 12,128
Provision for impairment Lavipharm Hellas Α.Ε. (2,945) (2,844)
Lavipharm Dermocosmetics M.A.E.( former Castalia) 264 258
Provision for impairment Lavipharm Dermocosmetics (264) (250)
Lavipharm Active Services Α.Ε. - -
Pharma Plus Α.Ε. 159 5
Lavipharm Ltd 21 80
Provision for impairment Lavipharm Ltd (21) (69)
Total 16,121 9,308
Payable to: 31/12/2024 31/12/2023
Pharma Logistics Α.Ε. 159 170
Pharma Plus Α.Ε. - -
Total 159 170
LAVIPHARM Α.Ε. 130
COMPANY
01/01/2024-31/12/2024 01/01/2023-31/12/2023
Income Sale of goods Sale of Services Other Income Sale of goods Sale of Services Other Income
Lavipharm Hellas 13,173 480 26 8,183 480 26
Lavipharm Dermocosmetics - 4 2 4 4 2
Pharma Logistics - 4 2 - 4 2
Pharma Plus - 135 8 - 135 8
Lavipharm Active Services - 98 73 0 107 79
Total 13,173 721 110 8,188 730 116
COMPANY
01/01/2024-31/12/2024 01/01/2023-31/12/2023
Expenses Purchases of Assets Other Purchases of Goods Purchases of Goods Purchases of Services
Lavipharm Hellas A.E. - - - 93
Pharma Plus Α.Ε. - 0 2 -
Lavipharm Active Services 31 1,465 - - -
Total 31 1,465 0 2 93
The cost of remuneration of directors and management executives is broken down below:
01/01/2024 -31/12/2024 01/01/2023-31/12/2023
LAVIPHARM A.E. TOTAL TOTAL
Executive directors 18 17
Independent Non-Executive Directors 123 51
Non-Executive Directors 15 -
Managers 1,322 1,407
Total for the Company 1,478 1,475
LAVIPHARM HELLAS Α.Ε.
Executive directors - 33
Managers 87 -
Total for the Company 87 33
L.A.S. Α.Ε.
Executive directors 42 111
Total for the Company 42 111
GROUP TOTAL
Executive directors 60 161
Independent Non-Executive Directors 54 51
Non-Executive Directors 15 -
Managers 1,409 1,407
Group Total 1,539 1,619
The above-mentioned remunerations are aligned with the new organizational structure announced in July 2024.
31. Financial risk management 31.1 General The Group is exposed to the following financial risks: Credit risk Liquidity risk
LAVIPHARM Α.Ε. 131 Market condition risk This note presents information on the Group's exposure to each of the above risks, on the Group's objectives, the policies and procedures it applies to measure and manage risk, as well as the Group's capital management. Further quantitative information about these disclosures is included throughout the scope of the financial statements. The Board of Directors bears overall responsibility for creating and supervising the Group's risk management framework, which is monitored by the Finance Division. The Group's risk management policies are implemented in order to identify and analyse the risks facing the Company, to lay down risk assumption limits and to carry out checks in this regard. The risk management policies and relevant systems are periodically reviewed in order to incorporate the changes observed in market conditions and the Group's activities. 31.2 Credit risk Credit risk is the Group's risk of loss in the event that a customer or third party in a financial instrument transaction does not perform its contractual obligations, and it is primarily related to trade receivables and the granting of financial guarantees to subsidiaries. 31.2.1 Trade and other receivables The Group's exposure to credit risk is mainly affected by the characteristics of each customer. Based on the credit policy established by the Group, each new customer is examined in terms of creditworthiness before being offered the usual payment conditions. Where customers meet the conditions for cooperation, the Group proceeds to conclude agreements with them and, where deemed necessary, receives guarantees. Certain categories of customers cooperate with the Group only on the basis of prepaid purchases. Credit limits are set for each customer, which represent the maximum open amount they can have without requiring approval from the Finance Division; these limits are reviewed at regular intervals. The Group records an impairment allowance representing its estimate of losses in relation to customers and other receivables. 31.2.2 Guarantees It is Group policy for financial guarantees to be provided solely from parent companies to subsidiaries. 31.2.3 Exposure to credit risk The carrying amount of financial assets represents the maximum exposure to credit risk. The maximum exposure to credit risk on the balance sheet date was:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Other non-current receivables 75 82 38 31
Non-current financial assets 2 1,048 2 1,048
Customers and other receivables 28,775 36,246 31,090 27,437
Current financial assets 0 3 0 0
Cash and cash equivalents 5,589 8,435 3,827 7,580
Total 34,441 45,814 34,957 36,096
LAVIPHARM Α.Ε. 132 The maximum credit risk exposure for short-term and long-term trade receivables, checks and notes receivable on the balance sheet date by geographic region was:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Domestic 17,802 21,896 24,528 18,359
European Union countries 4,547 5,923 2,846 4,231
USA 457 210 457 210
Other areas 63 235 63 235
Total 22,870 28,264 27,894 23,035
The maximum credit risk exposure for short-term and long-term trade receivables, checks and notes receivable on the balance sheet date by customer type was:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Customers - Hospitals 1,943 1,700 - -
Customers - Pharmaceutical Wholesalers 1,672 590 - -
Customers - Pharmacies 81 1,540 - -
Other Customers 9,868 11,443 6,430 7,492
Customers - Related Parties - - 19,330 12,391
Customers - Associated parties 2,043 3,160 2,035 3,152
Breakdown of Trade Receivables 15,607 18,433 27,795 23,035
Cheques receivable (postdated) 6,863 6,067 100 -
Overdue cheques 400 2,221 - -
Notes overdue - 1,544 - -
Total 22,870 28,264 27,894 23,035
31.2.4 Impairment Losses The table below presents the Group's and the Company's trade receivables according to the extent to which they are performing. Partially performing balances mainly relate to receivables from related and associated parties for which a payment settlement is being observed.
GROUP
31/12/2024 Performing Partially Performing Non-Performing Total
Trade receivables 8,373 1,146 6,088 15,607
Other receivables 9,660 - 3,508 13,168
Less: Impairment of receivables (544) (310) (9,597) (10,451)
Total 17,489 835 - 18,324
31/12/2023
Trade receivables 8,832 1,967 7,634 18,433
Other receivables 10,215 3,317 4,281 17,814
Less: Impairment of receivables (811) (1,823) (11,915) (14,549)
Total 18,236 3,461 - 21,697
COMPANY
31/12/2024 Performing Partially Performing Non-Performing Total
Trade receivables 14,166 9,482 4,147 27,795
Other receivables 2,848 - 448 3,295
Less: Impairment of receivables (778) (2,949) (4,595) (8,322)
Total 16,235 6,533 - 22,768
31/12/2023
Trade receivables 8,081 11,074 3,880 23,035
Other receivables 3,908 - 495 4,402
Less: Impairment of receivables (476) (3,662) (4,374) (8,512)
Total 11,513 7,412 - 18,925
LAVIPHARM Α.Ε. 133 The maturity of other customers on the balance sheet date was:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Not past due & not impaired 15,814 14,143 13,773 7,178
Past due & not impaired
Up to 90 days 945 4,093 3,116 3,149
From 91 to 180 days 495 1,331 3,240 3,111
From 181 to 360 days 1,069 2,130 2,639 2,657
Over 360 days - - - 2,830
Total 18,324 21,697 22,768 18,925
The provision for impairment of customers mainly concerns those maturing over a year and its transactions during the financial year were as follows:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Balance on 1 January 14,549 14,549 8,512 8,512
Additions during the financial year 49 - - -
Write-off (2,975) - - -
Reversal of impairment loss (326) - (190) -
Assets held for sale (846) - - -
Balance on 31 December 10,451 14,549 8,322 8,512
The provision for impairment of trade and other receivables is used to record impairment losses, unless the Group estimates that recovery of the amount due to it is not expected, in which case the irrecoverable amounts are written off directly against the financial asset.
31.3 Liquidity risk Liquidity risk concerns the Group’s inability to meet their financial obligations as they fall due. The approach adopted by the Group to manage liquidity insofar as possible that it always has sufficient liquidity to meet its obligations when they fall due, under both ordinary and difficult circumstances, without unacceptable losses or risk to its reputation. In order to avoid liquidity risks, the Groups prepare a projection of annual cash flows when drafting the annual budget, as well as a rolling monthly projection, in order to ensure that it always has sufficient cash reserves to cover its operational needs, including meeting its financial obligations. This policy does not take into account the relative impact of extreme conditions that cannot be foreseen. The contractual payments of the Group's and the Company's financial obligations, including estimates for interest payments and excluding possible offsetting agreements, are presented below:
GROUP
31/12/2024 Contractual cash flows 6 months or less 6-12 months 1-5 years Over 5 years
Financial obligations
Bond loans 10,452 979 956 6,959 1,558
Other bank loans 11,070 6,943 2,952 1,176 -
Loans from affiliated parties 4,173 30 30 240 3,873
Financial leasing obligations 15,738 754 754 4,866 9,364
Income tax payable 245 245 - - -
Suppliers and other payables 42,351 21,154 6,151 5,762 9,285
LAVIPHARM Α.Ε. 134
GROUP
31/12/2023 Contractual cash flows 6 months or less 6-12 months 1-5 years Over 5 years
Financial obligations
Bond loans 12,535 1,056 1,030 7,255 3,194
Other bank loans 7,116 6,402 589 125 -
Loans from affiliated parties 4,143 30 30 240 3,843
Financial leasing obligations 15,461 560 560 4,147 10,193
Income tax payable 242 174 68 - -
Suppliers and other payables 41,279 20,166 3,508 7,866 9,739
COMPANY
31/12/2024 Contractual cash flows 6 months or less 6-12 months 1-5 years Over 5 years
Financial obligations
Bond loans 10,452 979 956 6,959 1,558
Other bank loans 4,280 153 2,952 1,176 -
Loans from affiliated parties 4,173 30 30 240 3,873
Financial leasing obligations 15,034 615 615 4,440 9,364
Suppliers and other payables 25,104 7,150 5,387 3,282 9,285
COMPANY
31/12/2023 Contractual cash flows 6 months or less 6-12 months 1-5 years Over 5 years
Financial obligations
Bond loans 12,535 1,056 1,030 7,255 3,194
Other bank loans 873 159 589 125 -
Loans from affiliated parties 4,143 30 30 240 3,843
Financial leasing obligations 14,295 380 380 3,343 10,193
Suppliers and other payables 25,633 7,248 3,462 5,529 9,394
31.4 Market condition risk Market condition risk is the risk of changes in rates, such as exchange rates and interest rates, which affect the Group's statement of comprehensive income or the value of its financial instruments. The purpose of managing market condition risk is to control the Group's exposure to these risks within acceptable parameters, while simultaneously optimising returns. The Group does not use financial derivatives and hedging instruments in order to manage market condition risk. The Management of the Group has assessed that provisions for the impairment of the financial and non- financial assets of the Group and the Company are sufficient. Furthermore, in this uncertain economic environment, it continuously assesses the situation, plans and implements any necessary interventions in order to minimise the impact on its activities. 31.4.1 Foreign exchange risk Following Greece's adoption of the euro, the Group has almost eliminated its foreign exchange risk, given that almost all of its transactions with countries outside of Greece are conducted on the basis of the euro. Additionally, the Group is not exposed to foreign exchange risk as regards its loan obligations, given that all such obligations are denominated in euro. 31.4.2 Interest rate risk The Group finances its investments and working capital needs through bank borrowings and, as a result, its statement of comprehensive income includes debit interest. Rising interest rates will have a negative
LAVIPHARM Α.Ε. 135 impact on profit and loss as the Group’s borrowing costs will increase. The Group does not use financial derivatives and hedging instruments in order to manage interest rate risk. On the balance sheet date, the Group's interest-bearing financial instruments were as follows:
GROUP COMPANY
31/12/2024 31/12/2023 31/12/2024 31/12/2023
Fixed interest rate financial instruments
Financial liabilities (loans) (3,813) (3,804) (3,813) (3,783)
Financial liabilities (leasing) (1,251) (1,449) (593) (382)
Total (5,064) (5,253) (4,406) (4,164)
Floating interest rate financial instruments
Financial liabilities (loans) (18,926) (16,886) (12,639) (11,105)
Financial liabilities (leasing) (9,826) (10,233) (9,826) (10,233)
Cash and cash equivalents 5,585 8,428 3,825 7,579
Total (23,167) (18,691) (18,640) (13,759)
31.4.2.1 Cash flow sensitivity analysis for floating rate financial instruments A change of 1% in interest rates as of the balance sheet date would increase (decrease) the results by the amounts presented below. The analysis was carried out in the same way as in 2023.
GROUP COMPANY
Results Results
Impact in thousands of euros 1% increase 1% decrease 1% increase 1% decrease
31/12/2024
Floating interest rate instruments (232) 232 (186) 186
31/12/2023
Floating interest rate instruments (187) 187 (138) 138
31.5 Capital management The policy of the Group’s Board of Directors consists of exploring possible solutions to improve leverage ratios and the servicing of debt obligations, ensuring the confidence of investors, creditors, and the market in the Company, and enabling the future development of the Group's activities. The Company's Board of Directors monitors the performance of all invested capital, aiming to optimize it in order to ensure the possibility of dividend distribution to the Company's shareholders according to the applicable legislation, as well as the ability to service its debt obligations. Additionally, Greek corporate law mandates the annual retention of regular reserves (Note 19), the distribution of dividends (Note 3.17), and the maintenance of the net equity at least at 50% of the paid-up share capital. Capital adequacy is monitored with the leverage ratio, Net Debt/EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). The ability to service debt obligations is monitored with the ratio, EBITDA/Net interest expenses. There were no changes in the Group’s approach to capital management during the fiscal year.
LAVIPHARM Α.Ε. 136 32. Fair values The fair value of a financial asset is the amount received to sell an asset or paid to transfer a liability in a transaction under normal conditions between two trading parties at the date of valuation. The fair value of the financial assets in the financial statements of 31 December 2024 was determined based on Management’s best possible estimate. In cases where data are not available or are limited by active financial markets, the valuations of the fair values have resulted from the Management’s assessment according to the available information. With regard to cash in hand and cash equivalents, trade and other receivables, suppliers and other payables, their carrying amount is almost the same as the fair value because either the maturity of these financial items is short-term or the long-term receivables are interest-bearing. Methods for the valuation of fair value are classified across three levels: - Level 1: Market values from active money markets for exactly the same marketable assets; - Level 2: Values which do not belong to level 1 but can be identified or directly or indirectly determined using market values from active money markets; - Level 3: Values for assets or liabilities not based on market values from active money markets. The Group’s portfolio includes Greek Government Bonds, bank bonds and shares listed on the Athens Stock Exchange which belong to Level 1, while it also has investment properties which belong to Level 3. The financial obligation of Euro 7.6 million which concerns the fair value of the future contingent payments upon its acquisition of the Intangible Asset, as described in note 12 "Intangible fixed assets", is also classified at Level 3. For a breakdown of the aforementioned items, see the tables below:
GROUP COMPANY
31/12/2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Greek Government Bonds 2 - - 2 2 - - 2
Shares on the Athens Stock Exchange 0 - - 0 0 - - 0
Total 2 - - 2 2 - - 2
Financial liabilities
Financial liability from the variable price for acquiring an intangible asset - - 7,574 7,574 - - 7,574 7,574
- - 7,574 7,574 - - 7,574 7,574
GROUP COMPANY
31/12/2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Greek Government Bonds 553 - - 553 553 - - 553
Bank bonds 495 - - 495 495 - - 495
Shares on the Athens Stock Exchange 3 - - 3 3 - - 3
Total 1,051 - - 1,051 1,051 - - 1,051
Financial liabilities
Financial liability from the variable price for acquiring an intangible asset - - 8,585 8,585 - - 8,585 8,585
- - 8,585 8,585 - - 8,585 8,585
LAVIPHARM Α.Ε. 137 As regards the fair values of non-financial assets on 31 December 2024 (same as 2023), see the table below:
GROUP COMPANY
31/12/2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Non-financial assets
Investment properties - - 2,822 2,822 - - 2,822 2,822
Total - - 2,822 2,822 - - 2,822 2,822
GROUP COMPANY
31/12/2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Non-financial assets
Investment properties - - 2,664 2,664 - - 2,664 2,664
Total - - 2,664 2,664 - - 2,664 2,664
33. Events after the date of the financial statements - The transfer of 100% of the share capital of the subsidiary Pharma PLUS S.A. was completed. The initial profit from the sale amounted to approximately EUR 970 thousand, which will be recognized during the first quarter of 2025. According to the special terms of the agreement, the profit from the sale of the company may increase, depending on the amount of goodwill created. - A strategic commercial agreement was signed with the multinational pharmaceutical company iNova Pharmaceuticals, owner of, among others, the well-known Betadine® brand. The agreement concerns the rights to commercialize a new Lavipharm antiseptic product from iNova in 60 countries. It is an over-the- counter (OTC) pharmaceutical preparation that was developed by Lavipharm's research laboratories in Greece, has already received marketing approval from the first competent European authorities, and sales are projected to start in the last quarter of the year. Lavipharm will produce the product at its facilities in Paiania for the majority of international markets, while it will also proceed with its launch in Greece. - The installation of the new production line for transdermal systems at the plant in Paiania was completed. Its operation will allow for more than double production capacity for transdermal systemsh. - In March 2025, the investment property in the Rouf area was sold to a third party for a price of EUR 700.
LAVIPHARM Α.Ε. 138 REPORT ON THE USE OF FUNDS RAISED FROM THE SHARE CAPITAL INCREASE IN CASH It is announced, in accordance with Article 4.1.2 of the Athens Stock Exchange rulebook, as well as decisions Nos 25/17.07.2008 & 06.12.2017 of the Board of Directors of the Athens Stock Exchange and decision No 8/754/14.04.2016,10Α/1038/30.10.2024 & 10Β/1038/30.10.2024 of the Board of Directors of the Hellenic Capital Market Commission, that capital amounting to Euro 51,286,100.48 in total was raised from the increase to the share capital of the Company through cash payment (“Increase”) on the basis of the decision made by the Extraordinary General Assembly of its shareholders held on 30 August 2022, in conjunction with the resolution adopted by the Board of Directors of the Company on 23 November 2022. 88.42% of the Increase was covered through the sale of 150,841,472 new ordinary registered dematerialised Company shares with voting rights, with a par value of Euro 0.30 each and an issue price of Euro 0.34 per ordinary share, and the raising of capital totalling Euro 51,286,100.48 through exercise of the right of pre-emption of existing shareholders, at a ratio of 10.01868413773180 new shares for each old ordinary registered share with voting rights and the right of subscription, as well as the sale and distribution of unsold shares at the discretion of the Board of Directors, pursuant to its authorisation by virtue of the decision made by the Extraordinary General Assembly of the Shareholders of the Company. The cost of said issue amounted to Euro 1.5 million and was covered in fully by the funds raised through said increase. The capital increases costs projected in the approved Prospectus amounted to Euro 1.6 million. Therefore, the total amount raised, after deducting the issue costs, came to Euro 49.8 million. The share capital increase was certified by the Board of Directors of the Company on 20 December 2022. The Listings and Market Operation Committee of the Athens Stock Exchange approved the listing of the 150,841,472 new shares on the Athens Stock Exchange on 22 December 2022. The trading of the new shares on the Athens Stock Exchange began on 23 December 2022. Due to partial coverage of the Increase, Management notified the Athens Stock Exchange and the Hellenic Capital Market Commission on 22 December 2022 of the final determination of the destination of the capital, the precise allocation of capital to investment destinations and the schedule for their allocation on the basis of the final coverage of the Increase, as provided for in the Company's Prospectus dated 24 November 2022. In accordance with the commitments set out in the aforementioned Prospectus as well as the resolution adopted on 16 November 2023 by the Board of Directors of the Company which approved the partial change in the method of allocating the funds raised from the Increase, the funds raised were allocated until 31 December 2024 as follows:
LAVIPHARM Α.Ε. 139 APPROVED PROSPECTUS SCHEDULE (SECTION 3.3.2.1 ‘CURRENT AND PLANNED INVESTMENTS’) & FINAL DETERMINATION THEREOF DUE TO PARTIAL COVERAGE OF THE SHARE CAPITAL INCREASE FUNDS USED DURING THE PERIOD REMAINING FUNDS AS AT 31 DECEMBER 2024 Note USE OF PROCEEDS DISTRIBUTION OF FUNDS RAISED BASED ON THE PROSPECTUS ALLOCATION OF FUNDS RAISED AFTER THE AMENDMENT, IN ACCORDANCE WITH THE RESOLUTION ADOPTED ON 16 NOVEMBER 2023 BY THE BOARD OF DIRECTORS OF THE COMPANY PERIOD OF FUNDS TO BE USED 20/12- 31/12/2022 01/01- 31/12/2023 01/01- 31/12/2024 1. Payment of part of the total Consideration for the Acquisition of an Immovable Asset (as set out in section 3.15.2 ‘Intangible Asset Purchase Contract’ of the Company Prospectus dated 24 November 2022) 34.00 34.00 Within 4 months from the completion of the Increase, i.e. between 20 December 2022 and 20 April 2022 34.00 0.00 0.00 0.00 1 2. Construction works at the Company's premises in the Municipality of Paiania and, more specifically, to construct special premises of stated specification in order to upgrade the building infrastructure, prepare premises for new mechanical equipment to be installed, including expenditure for architectural, electrical and mechanical designs, permitting expenditure. 1.30 1.30 Within 36 months from the completion of the Increase, i.e. between 20 December 2022 and 20 December 2025 0.00 0.04 0.96 0.30 3. Purchase and installation of new mechanical equipment (machinery and machinery systems and supplementary equipment) at the Company's premises in the Municipality of Paiania. 6.10 4.70 Within 36 months from the completion of the Increase, i.e. between 20 December 2022 and 20 December 2025 0.00 1.74 1.20 1.76 4. Purchase of instruments and miscellaneous equipment to set up a new research and development laboratory at the Company's premises in the Municipality of Paiania. 1.40 0.00 Within 24 months from the completion of the Increase, i.e. between 20 December 2022 and 20 December 2024 0.00 0.00 0.00 0.00 5. Coverage of expenditure for the development of new products, i.e. expenditure concerning the permitting - marketing of new pharmaceuticals, expenditure for the preparation of designs, and expenditure for pilot production of new products both in Greece and abroad. 7.00 5.60 Within 36 months from the completion of the Increase, i.e. between 20 December 2022 and 20 December 2025 0.00 3.39 0.46 1.75 6. Pharmaceuticals acquisitions 0.00 4.20 Within the period from the date of approval of the change of use by the Board of Directors. i.e. from 16 November 2023 to 31 December 2024 0.00 2.00 2.20 0.00 2 TOTAL 49.80 49.80 34.00 7.17 4.82 3.81 3
LAVIPHARM Α.Ε. 140 1 On 21 December 2022, the Euro 34 million price set out in the Asset Purchase Contract signed on 14 September 2022 between the Company and the company LAVIPHARM GROUP HOLDING S.A. as seller was paid in full. This contract concerns the Company's acquisition of the rights held by LAVIPHARM GROUP HOLDING S.A. to a transdermal product (patch) administering the active pharmaceutical ingredient of clonidine (the “Product”) and, more specifically, all exclusive rights of ownership, production, marketing and sale of the Product throughout the world, except the USA, as well as the existing sale activities of the Product in Italy under the trade name Catapresan and the related trademark use permit in Italy. 2 The Board of Directors of the Company, during its meeting held on 16 November 2023, decided on the partial change in the method of allocating the funds raised from the Increase. More specifically, it was decided to allocate a total amount of Euro 4.20 million for the acquisition of pharmaceuticals. This amount modified the allocation of funds to the following items: - Reduction of funds by Euro 1.40 million for the purchase and installation of new mechanical equipment (machinery and machinery systems and supplementary equipment) at the Company's premises in the Municipality of Paiania - Reduction of funds by Euro 1.40 million for the purchase of instruments and miscellaneous equipment to set up a new research and development laboratory at the Company's premises in the Municipality of Paiania - Reduction of funds by Euro 1.40 million for the coverage of expenditure for the development of new products, i.e. expenditure concerning the permitting - marketing of new pharmaceuticals, expenditure for the preparation of designs, and expenditure for pilot production of new products both in Greece and abroad. It is noted that the above partial modification of the allocation of the raised funds does not require the approval of the General Assembly, as the change of use is not significant and does not exceed 20% of the total funds raised (change of use by 8.43%), in accordance with the provisions of Article 22 of Law 4706/2020, as in force. 3 It is clarified that the temporarily unallocated capital is deposited in interest-bearing bank accounts held by the Company and term deposits. 4 It is stressed that the above Report has not been audited by a certified public accountant-auditor because, on the basis of Article 3 of Decision 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission titled, the allocation of capital is audited upon its completion. Paiania, 03 April 2025 The Chairman of the Board MINAS TANES