GROUP OF COMPANIES
AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS
S.A.
ANNUAL FINANCIAL REPORT
of the fiscal year from 1 January 2025 to
December 31, 2025
According to article 4 of Law 3556/2007
AS Commercial Industrial Company of Computers and Toys S.A.
NO. GEMI : 57546304000 ΑΜΑΕ : 22949/06/Β/90/107
Headquarters: Ionias Street, Oreokastro, 57013, Thessaloniki
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
1
CONTENTS
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS ........................ 3
II. ANNUAL CONSOLIDATED REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND
CONSOLIDATED) FOR THE FISCAL YEAR FROM JANUARY 1, 2025 TO DECEMBER 31, 2025. .... 4
III. INDEPENDENT AUDITOR'S REPORT ........................................................................ 78
A. ANNUAL STATEMENT OF FINANCIAL POSITION .............................................. 88
II. ANNUAL STATEMENT OF TOTAL INCOME ........................................................ 89
III. ANNUAL STATEMENT OF CHANGES IN EQUITY.............................................. 90
IV. ANNUAL CASH FLOW STATEMENT ................................................................... 92
V. NOTES TO THE CORPORATE AND CONSOLIDATED ANNUAL FINANCIAL
STATEMENTS .......................................................................................................... 93
1. General information .................................................................................................... 93
2. Framework for the preparation of financial statements ............................................. 93
3. New Accounting Policies .............................................................................................. 94
4. Essential Accounting Policies ....................................................................................... 96
4.1 Consolidation and Shareholdings in subsidiaries ............................................. 97
4.2 Accounting policy for business combinations ...................................................... 97
4.3 Owner-occupied tangible fixed assets ............................................................ 97
4.4 Investment Properties ....................................................................................... 98
4.5 Intangible Assets Elements ........................................................................... 98
4.6 Impairment of Non-Financial Assets .............................................................. 99
4.7 Financial Instruments ................................................................................... 99
4.8 Inventories ................................................................................................. 101
4.9 Cash and Cash Equivalents .......................................................................... 101
4.10 Share Capital .............................................................................................. 101
4.11 Government Grants ..................................................................................... 101
4.12 Staff Benefits .............................................................................................. 101
4.13 Predictions .................................................................................................. 102
4.14 Deferred Taxation-Income Tax ..................................................................... 102
4.15 Revenue recognition .................................................................................... 102
4.16 Dividends .................................................................................................... 103
4.17 Leases ........................................................................................................ 103
4.18 Currency conversions .................................................................................. 104
4.19 Reclassifications............................................................................................. 104
5. Other Information ..................................................................................................... 104
5.1 Consolidated Financial Statements ................................................................ 104
5.2 Seasonality of activities ................................................................................ 104
6. Operating Sectors ...................................................................................................... 104
7. NOTES TO THE FINANCIAL STATEMENTS ................................................................... 106
7.1 Owner-Occupied Tangible assets and Asset Use Rights .................................. 106
7.2 Intangible assets - Goodwill ......................................................................... 108
7.3 Investment Properties ................................................................................. 110
7.4 Holdings in subsidiaries .......................................................................... 110
7.5 Other non-current assets ........................................................................ 111
7.6 Inventories .............................................................................................. 111
7.7 Trade Receivables ................................................................................... 111
Receivables from customers are broken down as follows: ........................................ 111
7.8 Investing in fair value through results .................................................. 113
7.9 Other current assets ................................................................................ 115
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
2
7.10 Cash and cash equivalents ...................................................................... 115
7.11 Paid-up Share Capital and Reserves ...................................................... 116
7.12 Lease obligations ...................................................................................... 117
7.13 Deferred tax liabilities............................................................................. 118
7.14 Termination of staff benefits .................................................................. 119
7.15 Other long-term liabilities ...................................................................... 120
7.16 Debts to suppliers ................................................................................... 120
7.17 Short-term loan obligation ..................................................................... 120
7.18 Other short-term liabilities ..................................................................... 120
7.19 Turnover ................................................................................................... 121
7.20 Cost of sales ............................................................................................. 121
7.21 Other operating income .......................................................................... 121
7.22 Administrative costs ................................................................................ 122
7.23 Disposal operating expenses .................................................................. 122
7.24 Research and development costs ........................................................... 122
7.25 Payroll costs ............................................................................................. 122
7.26 Depreciation-Impairment ....................................................................... 123
7.27 Financial operating expenses ................................................................. 123
7.28 Taxes ........................................................................................................ 124
8. Transactions with related parties ............................................................................. 125
9. Financial Risk Management and Financial Assets .................................................... 127
10. Fair Value and Fair Value Hierarchy ......................................................................... 131
11. Commitments and contingent liabilities – Guarantees granted ............................. 132
12. Earnings per Share .................................................................................................... 133
13. Audit fees .................................................................................................................. 133
14. Events after the date of the Financial Position ........................................................ 134
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
3
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS
(in accordance with article 4 paragraph 2 of Law 3556/2007)
We, the members of the Board of Directors of "AS COMMERCIAL INDUSTRIAL COMPUTERS
AND TOYS COMPANY S.A.»:
1. Efstratios Andreadis, son of Konstantinos, Executive Chairman of the Board of Directors and
Chief Executive Officer,
2. Anastasia Andreadou, née Angelos Kozlakidis, Executive Vice President of the Board of
Directors, Executive Member
3. Theodora Koufou, daughter of Dimitrios, Executive Member of the Board of Directors,
in the above capacities, specially appointed for this purpose by the Board of Directors of "AS
COMMERCIAL INDUSTRIAL COMPUTERS AND TOYS COMPANY S.A." (hereinafter
referred to for brevity as the "Company") hereby declare and certify that, to the best of our
knowledge:
(a) The attached Corporate and Consolidated Annual Financial Statements for the fiscal year
from January 1, 2025 to December 31, 2025 of the Company "AS COMMERCIAL INDUSTRIAL
COMPANY OF COMPUTERS AND TOYS S.A." as well as the companies included in the
consolidation as a whole, prepared in accordance with the applicable International Financial
Reporting Standards, as adopted by the European Union, present in a true manner the assets
and liabilities, the net worth and the results of the twelve-month year ended 31 December
2025.
(b) The Board of Directors' Report on these Financial Statements presents truthfully the
development, performance and position of the Company and the companies included in the
consolidated Financial Statements, taken as a whole, including a description of the main risks
and uncertainties they face.
Thessaloniki, 7 April 2026
THE EXECUTIVE CHAIRMAN OF THE
BOARD OF DIRECTORS
THE EXECUTIVE VICE PRESIDENT
& CEO
OF THE BOARD OF DIRECTORS
EFSTRATIOS ANDREADIS
of Konstantinos
ANASTASIA ANDREADOU née
Angelos Kozlakidis
VAT number: 025447871
VAT number: 040526342
THE MEMBER OF THE BOARD
OF DIRECTORS
THEODORA KOUFOU of
Dimitrios
VAT number: 116532026
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
4
II. ANNUAL CONSOLIDATED REPORT OF THE BOARD OF DIRECTORS
(CORPORATE AND CONSOLIDATED) FOR THE FISCAL YEAR FROM JANUARY 1, 2025
TO DECEMBER 31, 2025.
Dear Shareholders,
This Annual Report of the Board of Directors of the Company relates to the fiscal year 2025, was
prepared in accordance with the provisions of articles 150-154 of Law 4548/2018, article 4 of Law
3556/2007 and the relevant executive decisions issued by the Hellenic Capital Market Commission
and refers to the Annual Corporate and Consolidated Financial Statements (hereinafter the
"Financial Statements") as of December 31, 2025 and the twelve-month fiscal year that ended
on that date.
This Report contains the financial report for the fiscal year from 1 January 2025 to 31 December
2025, the significant events that took place during 2025, the description of the main risks and
uncertainties, the significant events that took place after the end of 2025 and until its drafting,
the significant transactions of the Company and its Group (the "Group") with the related parties
as well as the Corporate Governance Statement.
The Annual Financial Statements (Corporate and Consolidated), the Report of the Independent
Auditor and the report of the Board of Directors of the Company are posted at:
https://ir.ascompany.gr/el/home/.
The Separate and Consolidated Financial Statements have been prepared in accordance with the
International Financial Reporting Standards (IFRS), as adopted by the European Union (EU).
The Annual Report of the Board of Directors presents in a true manner the development,
performance, position of the Company, as well as of the companies included in the consolidated
Financial Statements as a whole.
The amounts in this Financial Report are shown in Euros.
A. ECONOMIC REPORT 2025
During the fiscal year 2025, the Group recorded an increase in turnover at higher levels compared
to previous years, with sales amounting to €36,1 mil. euros, increased by 16,38% compared to
the corresponding year of 2024. At the same time, the Group's profit before taxes amounted to
€7,4 mil. reflecting the positive development of core operating activities during the fiscal year.
The Group's EBITDA amounted to €8,1 mil. euros and includes a profit of 0,9 mil. from the sale
of investment properties in Elounda, Crete. On a comparable basis, adjusted EBITDA amounted
to €7,2 mil. euros, showing an improvement compared to the year 2024. This transaction of the
sale of investment properties contributed to the overall increase in earnings before taxes, which
increased by 32,6%.
The increase in the Company's (parent) sales is partly attributed to the new infant development
activity, which in 2025 concerned a period of 12 months, compared to a three-month period in
2024. At the same time, the increase in market share in the countries in which the Group operates
also contributed to its growth. The financial results of the infant development activity contributed
to both the increase of EBITDA and profit before taxes in the context of Management's strategy
to strengthen and expand the Group's product portfolio.
The Group's turnover abroad through the two subsidiaries in Cyprus and Romania increased by
5,4% in 2025, compared to last year. Specifically, the earnings before taxes of the two
subsidiaries in absolute terms showed an improvement of 19,06%. The participation of the
subsidiaries' sales in consolidated turnover amounted to 14,24% during the fiscal year 2025,
compared to 15,72% in the fiscal year 2024, while the adjusted EBITDA recorded a percentage
of 15,32% and 17,19% respectively in the two fiscal years.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
5
In the context of working capital management, the Group systematically monitors the
developments of the relevant indicators, with the aim of ensuring sufficient liquidity and the
effective utilization of available resources. During the fiscal year 2025, working capital (excluding
cash) amounted to €16.652.170 compared to €14.788.493 in the fiscal year 2024, while the
working capital ratio to sales amounted to 46,1% compared to 47,7% in the previous year.
At the same time, working capital commitment days decreased compared to the previous year, a
development that indicates an improvement in the operating capital management efficiency in
the fiscal year 2025.
Cash, investments at fair value and the value of investment properties amounted to €21.171.529
on 31.12.2025, compared to €20.093.566, recording an increase of €1.077.963 compared to the
corresponding year of the previous year.
The most important figures of the Company and the Group for the fiscal year 2025 compared to
2024 were as follows:
Group
Company
1.1 to
31.12.2025
1.1 to
31.12.2024
V %
1.1 to
31.12.2025
1.1 to
31.12.2024
V %
Sales
36.085.179
31.007.216
16,38%
33.337.097
28.497.970
16,98%
% Gross Profit
49,14%
48,57%
45,72%
44,95%
EBITDA
8.075.626
5.165.980
56,32%
6.973.203
4.277.963
63,00%
% in sales
22,38%
16,66%
20,92%
15,01%
Adjusted EBITDA
7.193.642
5.165.980
39,25%
6.091.219
4.277.963
42,39%
% in sales
19,94%
16,66%
18,27%
15,01%
Earnings before taxes
7.385.338
5.568.119
32,64%
8.161.057
6.295.830
29,63%
Earnings after tax
5.752.141
4.209.660
36,64%
6.675.651
5.054.725
32,07%
Total inputs from operating
activities
3.193.299
4.644.727
-31,25%
2.705.827
3.018.138
-10,35%
Cash & Investments
19.046.454
15.851.825
20,15%
18.149.309
13.605.391
33,40%
The Group's gross profit percentage improved to 49,14%, compared to 48,57% in the
corresponding year last year, as a result of the strengthening of the product mix and the more
favorable development of transport costs, due to lower freight rates. It is noted, however, that
for the year 2026 a similar effect is not expected, given that there is already a significant upward
trend in fares.
In absolute terms, EBITDA increased by €2.909.646 which includes the profit from the sale of
real estate in Elounda, Crete of €881.984.
The Group's earnings before taxes amounted to €7,38 mil., compared to €5,57 mil. of the previous
year, recording an increase of 32,64%, while profit after taxes amounted to €5,75 mil., compared
to €4.21 mil. of the previous year, recording an increase of 36,64%.
Total inflows from the Group's operating activities amounted to €3.193 thousand in the fiscal year
2025, compared to €4.645 thousand in the fiscal year 2024. The cash flow of the fiscal year 2024
was positively impacted by cheques with maturity dates of 30.12.2023 and 31.12.2023, which
were deposited in the Company's bank accounts on the first business day of 2024, comparatively
affecting the presentation of operating cash flows between the two fiscal years.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
6
Net Profit Before Tax: The change in profitability compared to the previous year for the Group
and the Company is attributed to:
Parent ( A )
A. Increase Sales Volume
2.212.464
B. Increase % of gross profit
218.980
C. Increase in operating expenses
-712.498
D. Increase of Financial Revenues
-959.135
E. Increase of other operating income
976.294
F. Increase in depreciation
-90.878
Total change in earnings before tax
1.645.227
Activity of Subsidiaries ( B )
171.991
Total Change ( A + B )
1.817.218
Leverage Ratio: The position of the Leverage Ratio at 31.12.2025 excluding IFRS 16 in euro
was as follows:
Group
Company
31.12.2025
31.12.2024
V %
31.12.2025
31.12.2024
V %
Bank Lending
0
0
0
0
minus : Cash/Cash
equivalents &
Investment
-19.046.454
-15.851.825
-18.149.309
-13.605.391
Net Debt
-19.046.454
-15.851.825
20,2%
-18.149.309
-13.605.391
33,4%
Equity
42.014.713
39.338.113
6,8%
41.457.132
37.817.781
9,6%
Leverage Factor
-45,33%
-40,30%
-43,78%
-35,98%
There is no bank lending either at the Company or Group level. The leverage ratio shows a further
improvement compared to 2024, while cash and investments stand at €18,1 mil. for the Company
and €19,0 mil. for the Group. The above data confirm the stable and healthy financial position of
the Company and the Group.
The adjusted leverage ratio, taking into account the impact of IFRS 16, is as follows:
Group
Company
31.12.2025
31.12.2024
V %
31.12.2025
31.12.2024
V %
Bank Lending & Lease
Obligations
626.624
811.902
622.112
747.978
minus : Cash/Cash
equivalents &
Investment
-19.046.454
-15.851.825
-18.149.309
-13.605.391
Net Debt
-18.419.830
-15.039.922
22,5%
-17.527.197
-12.857.413
36,3%
Equity
42.014.713
39.338.113
6,8%
41.457.132
37.817.781
9,6%
Leverage Factor
-43,84%
-38,23%
-42,28%
-34,00%
Working Capital: The comparative data for working capital were as follows:
Group
Company
31.12.2025
31.12.2024
V %
31.12.2025
31.12.2024
V %
Current Assets
44.112.321
38.878.498
42.474.517
36.317.980
Short-Term Liabilities
-8.566.718
-8.399.791
-8.040.900
-7.898.816
Working Capital
35.545.603
30.478.708
16,6%
34.433.618
28.419.164
21,2%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
7
The Group's Inventories amounted to 9.015 thousand euros compared to 9.083 thousand euros
of the previous year and represent 17,55% of the total Assets, compared to 18,6% of the
corresponding previous year.
Receivables from customers for the Group are increased compared to the previous year by 2.067
thousand euros.
Group
Company
31.12.2025
31.12.2024
V %
31.12.2025
31.12.2024
V %
Inventories &
Receivables from
Customers & Other
Items
25.065.867
23.026.673
24.325.209
22.712.590
minus : Commercial &
Other Short-term
Obligations
-8.413.698
-8.238.181
-7.892.391
-7.763.423
Net Working Capital
16.652.170
14.788.493
12,6%
16.432.817
14.949.167
9,9%
46,15%
47,69%
49,29%
52,46%
During the fiscal year 2025, the Group showed an improvement in working capital management
compared to the fiscal year 2024, as reflected in the reduction of capital commitment days (168
days in 2025 compared to 174 days in 2024).
Earnings per share: The Group's earnings per share based on the weighted number of shares
amounted to 0,4416 euro compared to 0,3226 euro in the previous year, recording an increase
of 36,89%. The weighted number of shares on 31.12.2025 stood at 13.026.124.
Capital Expenditure: The Group's investments for the purchase of tangible and intangible fixed
assets amounted to €261.142 in the fiscal year 1.1.2025 to 31.12.2025 compared to €73.083 in
the corresponding comparative year 2024.
Research and Development Expenses: In the fiscal year 2025, the Company and the Group
incurred expenses increased by 14,31% compared to the previous year, i.e. 194 thousand euros
compared to 170 thousand euros.
Key Economic Indicators: The main economic indicators of 31.12.2025 and 31.12.2024,
31.12.2023 were formed as follows taking into account the impact of IFRS16:
Group
31.12.2025
31.12.2024
31.12.2023
a. Economic Structure Ratios
Current Assets / Total Assets
85,9%
79,6%
79,6%
Equity / Total Liabilities
449,1%
414,7%
471,5%
Equity / Fixed Assets
948,9%
807,4%
788,2%
Current Assets / Current Liabilities
514,9%
462,9%
495,7%
b. Performance & Efficiency Ratios
31.12.2025
31.12.2024
31.12.2023
EBITDA/Turnover
22,4%
16,7%
19,2%
Gross Results/Sales
49,1%
48,6%
48,3%
Sales / Equity
85,9%
78,8%
76,1%
Company
31.12.2025
31.12.2024
31.12.2023
a. Economic Structure Ratios
Current Assets / Total Assets
84,5%
77,7%
77,1%
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
8
Equity / Total Liabilities
470,4%
423,5%
477,1%
Equity / Fixed Assets
936,8%
777,1%
740,1%
Current Assets / Current Liabilities
528,2%
459,8%
484,9%
b. Performance & Efficiency Ratios
31.12.2025
31.12.2024
31.12.2023
EBITDA/Turnover
20,9%
15,0%
17,6%
Gross Results/Sales
45,7%
45,0%
44,9%
Sales / Equity
80,4%
75,4%
74,8%
Facilities: The Company maintains in Oreokastro, Thessaloniki, in privately owned space, offices
and warehouse. The Company also maintains leased offices and exhibition space in Attica. In
Cyprus and Romania, the subsidiaries lease space for their offices.
Personnel: The number of employees at the end of the audited financial year 2025 amounted
to 86 employees in the Group, i.e. 80 in the parent company and 6 in the subsidiaries in Cyprus
and Romania. At the end of the previous financial year, the number of employees in the Group
amounted to 89 employees, i.e. 83 in the parent company and 6 in the subsidiaries in Cyprus and
Romania.
Participations: The structure of the Group as of 31.12.2025 is as follows:
Name Consolidation Method % of the Parent
AS COMMERCIALINDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A. Parent
Ionias Street, Oreokastro,
57013, Thessaloniki, Greece
AS COMPANY CYPRUS LTD Total Consolidation 100%
Esperidon 5, 4th floor
2001, Nicosia, Cyprus
AS KIDS TOYS S.R.L Total Consolidation 100%
24 Delea Veche street, building A, floor 8,
office 8-2, module M.2.1.
2nd district, Bucharest, Romania
In the financial year ended 31.12.2025, Consolidated Financial Statements were prepared which
include the financial data of the subsidiaries "AS COMPANY CYPRUS LTD" and "AS KIDS TOYS
S.R.L.".
The financial statements of the Group's subsidiaries that are consolidated and their shares are
not traded on a stock exchange market, are posted at the following address:
https://ir.ascompany.gr/el/home/.
B. MAJOR EVENTS OF 2025
1st
Resolutions of the Ordinary General Meeting
The Annual Ordinary General Meeting of the Shareholders of the Company convened on June 19,
2025 and resolved the following:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
9
1. approved the Corporate and Consolidated Annual Financial Statements for the fiscal year
1.1.2024 to 31.12.2024 (Management Report in a single form for the Company and its Group and
Annual Financial Statements for the Company and its Group, based on Law 4548/2018 and the
International Financial Reporting Standards) with the accompanying Certified Auditor's Report).
2. Approved the distribution of a dividend for the fiscal year 2024 of a gross amount of
€0,17/share, i.e. a total amount to be distributed to shareholders of €2.231.415. The gross
amount was increased by the dividend corresponding to the 100.539 own shares held by the
Company, which are not entitled to a dividend.
3. approved the overall management of the Board of Directors for the fiscal year 1.1.2024 –
31.12.2024, in accordance with article 108 of Law 4548/2018 and the discharge of the Auditors
for the same fiscal year, in accordance with article 117 par. 1 par. c' of Law 4548/2018.
4. The Chairman of the Audit Committee informed the shareholders regarding the annual report
of the Audit Committee, in accordance with article 44 par. 1 of Law 4449/2017.
5. The Non-Executive Vice-Chairman and independent member of the Board of Directors
submitted to the General Meeting the report of the independent non-executive members of the
Board of Directors to the General Meeting for the period from the previous corresponding Report
of the independent members (27/05/2024) and until the date of its drafting, i.e. on 22/05/2025.
6. The Remuneration Report of the members of the Board of Directors for the fiscal year 1.1.2024
– 31.12.2024 was submitted, in accordance with article 112 par. 3 of Law 4548/2018, which was
approved by majority by the General Meeting, following the unanimous positive opinion of the
Remunerations and Nominations Committee to the Board of Directors on 22.05.2025, in
accordance with article 11 case c' of Law 4706/2020.
7. approved the remuneration and benefits to the members of the Board of Directors for the fiscal
year 1.1.2024–31.12.2024.
8. approved the remuneration to be paid for the fiscal year 2025 to the members of the Board of
Directors.
9. approved the payment of additional remuneration (bonus) to nine (9) executives of the
Company from the profits of the fiscal year 2024.
10. Approved the election of the Certified Public Accountants under the name KPMG Certified
Public Accountants SA (AM:114), having its registered office in Athens, Stratigou Tombra 3, PC
15342, Agia Paraskevi, for the audit of the annual and semi-annual Corporate and Consolidated
Financial Statements and the issuance of the annual tax certificate for the fiscal year 2025
(1.1.2025-31.12.2025) and its respective fees.
11. Decided to elect a new Board of Directors, which will manage the Company for a period of
three years, due to the expiration of the previous one's term of office and the appointment of
independent members. The following were elected as members of the Board of Directors: Mr.
Efstratios Andreadis, Mrs. Anastasia Andreadou, Mr. Apostolos Petalas, Mrs. Theodora Koufou,
Mr. Konstantinos Andreadis, Mr. Athanasios Chrysafidis, Mr. Georgios Vletsos and Mr. Theofilos
Mechteridis. The members of the Board of Directors Messrs. Apostolos Petalas, Athanasios
Chrysafidis and Georgios Vletsos were appointed as independent non-executive members of the
Board of Directors. The fulfilment of the criteria and conditions provided for in the law and in the
Company's Suitability Policy for the candidate members of the Board of Directors who were
elected, as well as the fulfillment of the independence requirements of the appointed independent
non-executive members, in accordance with Law 4706/2020, were ascertained by the
Remunerations and Nominations Committee and confirmed by the Board of Directors.
12. approved the amendment of the suitability policy of the members of the Board of Directors,
following a proposal by the Remunerations and Nominations Committee, in accordance with
article 3 par. 3 of Law 4706/2020.
13. approved the revision of the Remuneration Policy of the members of the Board of Directors,
following a proposal by the Remunerations and Nominations Committee, in accordance with
articles 110 to 111 of Law 4548/2018.
14. approved a new program for the purchase of own shares of the Company, in accordance with
article 49 of Law 4548/2018, up to 5% of the total existing shares of the Company, with a
minimum purchase price of €1,00/share and a maximum purchase price of €6,00/share, and the
provision of relevant authorizations to the Board of Directors for the implementation of this
program. The duration of the program is twenty-four (24) months from 24/6/2025 until
23.6.2027.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
10
2nd Constitution of the Board of Directors
On 19.06.2025, the new Board of Directors of the Company, elected by the General Meeting of
19.6.2025, was formed as follows:
1. Efstratios Andreadis of Konstantinos, Chairman of the Board of Directors, Chief Executive
Officer and executive member of the Board of Directors. 2. Anastasia Andreadou of Angelos,
executive Vice President of the Board of Directors and executive member of the Board of
Directors. 3. Theodora Koufou of Dimitrios, executive member of the Board of Directors 4.
Konstantinos Andreadis of Efstratios, executive member of the Board of Directors 5. Apostolos
Petalas of Dimitrios, non-executive Vice-Chairman of the Board of Directors, independent non-
executive member of the Board of Directors 6. Athanasios Chrysafidis of Paschalis, independent
non-executive member of the Board of Directors 7. Georgios Vletsos of Christos, independent
non-executive member of the Board of Directors. 8. Theofilos Mechteridis of Ioannis, non-
executive member of the Board of Directors.
The term of office of the elected Board of Directors is three years, expires on 19.06.2028, and is
automatically extended until the convening of the Annual Ordinary General Meeting of the year
2028, if it takes place after 19.06.2028.
3rd Disclosure of Transactions of persons exercising managerial duties
a) Mr. Efstratios Andreadis, Chairman and Chief Executive Officer of the company, informed the
Company that on 10.01.2025 he sold 50.000 common shares of the Company, for €3. 20 each,
of a total value of €160.000. The above were notified to the Company on 13.01.2025.
b) Mrs. Anastasia Andreadou, Executive Vice President of the Company, notified the Company
that on 10.01.2025 she sold 50.000 common shares of the Company, for €3,20 each, of a total
value of €160.000. The above were notified to the Company on 13.01.2025.
c) Mr. Efstratios Andreadis, Chairman and Chief Executive Officer of the Company, notified the
Company that on 13.01.2025 he sold 50.000 common shares of the Company, for €3,20 each, of
a total value of €160.000. The above was notified to the Company on 14.01.2025.
d) Mrs. Anastasia Andreadou, Executive Vice President of the Company, notified the Company
that on 13.01.2025 she sold 50.000 common shares of the Company, for €3,20 each, of a total
value of €160.000. The above was notified to the Company on 14.01.2025.
4th Appointment of market makers
In December 2024, the Company entered into a special negotiation agreement with "PIRAEUS
SINGLE MEMBER INVESTMENT SERVICES FIRM S.A." under the following basic terms:
1. The market maker will transmit to the Athens Stock Exchange Trading System pairs of market
orders (i.e. simultaneous buy and sell orders) on its own account on the shares of the Company,
in accordance with the specific provisions of the applicable legislation. For this service, the
Company will pay the agreed fee.
2. The market maker agreement had a duration of one (1) year with automatic renewal from the
date of commencement of market trading on the Company's shares, January 2, 2025.
5th Sale of Land in Elounda, Crete
The Company signed on 21.5.2025 a binding preliminary agreement with the public limited
company "ELOUNDA GREEN PROPERTIES Mon. S.A.", for the sale to it of nine (9) properties,
located in the location "Pezoulous" of Elounda, Ag. Nikolaos, Crete.
On 8.9.2025, the final sale agreement was signed. The properties, with a total area of
approximately 58 acres, were acquired between 2022-2024 as investments. The total agreed
price amounted to three million (3.000.000) €. The resulting profit amounted to €881.984 with
the return on investment for the Company amounting to 40%.
The Company continues to own two more areas of investment properties in Crete, – in Matala,
Heraklion and Plaka, Elounda, Ag. Nikolaou – examining every possibility for the best use of its
existing real estate portfolio.
6th Own Share Acquisition Program
On 23.06.2025, the Own Share Acquisition Program, which had been approved by the Annual
General Meeting of shareholders on 23.06.2023, in accordance with the provisions of article 49
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
11
of Law 4548/2018, expired. The General Meeting had decided, inter alia, to acquire on behalf of
the Company, through the Athens Stock Exchange and within a period of twenty-four (24) months
from the date of the above decision, a maximum percentage of 5% of the then existing shares
of the Company, corresponding to 656.301 shares, with a purchase price range from 0,50
euros/share (minimum limit) to 4,00 euros/share (maximum limit) and to grant authorization to
the Board of Directors of the Company for the implementation of the above decision. In the
context of the execution of the above decision of the General Meeting of shareholders, on
23.02.2024 the Company announced the commencement of the Acquisition Program as of
26.02.2024. During the entire period of duration of the Program, the Company purchased a total
of 38.099 own common registered shares, with an average purchase price of 2,70886 Euro per
share.
In accordance with the decisions of the Annual General Meeting of shareholders of 19.06.2025
and the Board of Directors of 20.10.2025, on 21.10.2025 the implementation of a new Own Share
Acquisition Program with effect until 23.6.2027 commenced, according to which the purchase of
its own (treasury) shares is provided for at a maximum rate of 5% of the total shares existing at
the time of the General Meeting's resolution (19.06.2025) and its paid-up capital, corresponding
to 656.301 shares out of a total of 13.126.020 shares, with a purchase price range of €1,00/
share (minimum) to €6,00/ share (upper limit).
On 31.12.2025 the Company held 102.979 treasury shares, corresponding to 0,78454% of its
paid-up capital.
7th Participation in exhibitions
Following its successful presence in domestic and international exhibitions in 2024, AS Company
continued in 2025 with consistency and a clear strategic orientation, with the aim of further
consolidating its position in the toy market, enhancing brand awareness and expanding its
presence in both the domestic and international markets.
In January 2025, the Company participated in the GIFT EXHIBITION held at the METROPOLITAN
Exhibition Center in Athens, enhancing direct communication with partners and customers in the
domestic market. In February 2025, it participated in the Nuremberg International Toy Fair
("Spielwarenmesse"), one of the most important international exhibitions in the industry, where
new products were presented and AS Company's commercial relations at European level were
strengthened.
At the end of the same month, the Annual Corporate Exhibition was held at the Company's
premises in Attica, which served as a platform for the presentation of innovative products, the
exchange of know-how and the further strengthening of partnerships with its commercial
network.
In November 2025, AS Company participated in the international exhibition held in Deauville,
France, further strengthening its international presence and partnerships.
These actions reflect the Company's firm strategic commitment to the development of its
commercial activity, strengthening its position in the Greek market and at the same time
expanding its European footprint, creating the conditions for a dynamic commercial course within
2026.
8th Payment of Dividends Ordinary & Extraordinary General Meeting
On July 16th, 2025, the dividend approved by the General Meeting of 19.6.2025 was paid by the
paying bank "Piraeus Bank S.A." to the shareholders, which amounted to a net amount to be
collected by the shareholders € 0,1627465604 per share, i.e. a total amount of € 2.130.937,97
(Total Amount of Money Distributed minus dividend tax).
The Extraordinary General Meeting of the Shareholders of the Company on 12.12.2025 decided
the extraordinary cash distribution of a total gross amount of €787.552,55 from the taxed and
undistributed profits of the fiscal year 2022. The above extraordinary cash distribution
corresponds to a gross amount of €0,06/share, which is increased by the distribution amount
corresponding to the 100.539 own shares held by the Company and not entitled to participate in
the distribution. Following the increase, the amount of the distribution corresponds to a gross
amount of 0,0604631180 €/share, while the net amount to be collected by the Shareholders
amounted to 0,0574399621 €/share.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
12
9th Announcement of the dismissal of the Market Maker.
The Listings and Market Operation Committee of the Athens Stock Exchange, at its meeting on
3.9.2025, approved the resignation of the company – Member of the Athens Stock Exchange
"PANTELAKIS SECURITIES S.A.", from the capacity of Market Maker on the share of the company
"A.S. COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.". Wednesday,
October 1, 2025 has been set as the last day of the market making.
10th Distribution of dividend by the Romanian subsidiary.
On 1.8.2025, the 100% subsidiary of the Company in Romania, following a decision of the parent
company, as the sole partner, approved the distribution of a dividend of €900.000 to the parent
company. This amount comes from previous years' profits as well as from the profits of the first
half of 2025.
11th Distribution of dividend by the subsidiary of Cyprus.
On 24.11.2025 the Board of Directors of the subsidiary in Cyprus approved the payment of a final
dividend of €850.000. The dividend was paid in securities of a total value of €823.944 and in cash
of €26.056.
Then, on 17.12.2025, it approved the payment of an interim dividend of €100.000 to the parent
company, derived from the reserve profits of the subsidiary Company which arose from January
1, 2025 to November 30, 2025.
12th Decision for the closure and liquidation of the subsidiary in Cyprus
The Board of Directors of the Company at its meeting on 30/10/2025 decided the dissolution and
liquidation of the subsidiary in Cyprus, having taken into account the recent developments in the
structure of the retail trade and the optimization of customer service by utilizing the existing
infrastructure and central organization of the Company. Cyprus remains a market of strategic
importance and commercial activity will continue unhindered through the parent Company with
the aim of further strengthening partnerships and sales growth. The implementation of this
decision is expected to be completed within the current year 2026.
13th Issuance of tax certificate for the year 2024
The tax audit of the Company for the fiscal year 2024, carried out by the Certified Public
Accountant in accordance with article 65A of Law 4174/2013, was completed on November 18,
2025, and the corresponding Tax Compliance Report was issued with a conclusion "without
reservation".
14th Amendment of the Company's Articles of Association on its purpose
At the Extraordinary General Meeting of Shareholders on 12.12.2025, it was decided to amend
article 4 of the Company's Articles of Association
C. FINANCIAL RISK MANAGEMENT AND FINANCIAL ASSETS
The Group is exposed to various risks related to its operation and can significantly impact financial
results, business operations and cash flow.
C1. Planning to deal with major risks
The Group's Management has prioritized the following 5 most important risks in terms of achieving
its strategic goals.
- Profitable growth risk. In order to achieve the goals of profitable organic growth, it is
imperative to plan to respond to risks and limit their consequences.
- Risk of sustainable development. In order to achieve the objectives of sustainable
development and to reduce the risk of competitiveness consequences in relation to large
companies that may take advantage of their faster adaptation, there must be
comprehensive plans to deal with them.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
13
- Internal risk factors. The achievement of the Group's goals and vision requires a healthy
organization, capable of both strengthening existing fundamental competencies and
developing new ones, such as internationalization capabilities, modern digital capabilities
with an emphasis on digitalization, as well as collective leadership with high standards of
corporate governance, adapted to the specificities and size of the Group and the
Company.
- Compliance Risks. Compliance with the requirements of the legislative framework is an
ongoing process that the Group must and strives to respond to consistently.
- Risks from Geopolitical Developments. Geopolitical developments in the wider region
cause uncertainty and affect the global supply chain.
C2. Categorisation of risks
The main risks to which the Company and the Group are exposed have been categorized as
follows:
a. Business Risks
Risks related to the Group's strategy and the industry in which it operates, such as the speed of
response to changing customer/consumer demands, competition, regulatory framework and the
reputation of the Company, as well as issues such as technological innovation.
b. Operational Risks
Risks in relation to the operation of the Group, arising from factors such as the supply chain
(procurement, production, distribution), financial information. Errors – fraud and malicious actions
of third parties that may affect the information system and communications as well as security in
customer service.
c. Financial Risks
Risks arising on the one hand from the general macroeconomic environment and on the other
hand factors that constitute obstacles for the Group to meet its commitments and financial
targets. The primary objective is to maintain a strong credit rating and sound business indicators,
with a view to supporting its business plans.
d. Risks from Geopolitical Developments
Global geopolitical developments continue to create significant uncertainty for economic and trade
activity. In particular, the trade policies of major economies, such as the United States, armed
conflicts in Eastern Europe and the Middle East, as well as tensions in areas of important maritime
trade corridors, can affect the global supply chain, leading to delays in the supply of raw materials,
increased transport costs and changes in product prices. At the same time, the volatility in
exchange rates and the increase in logistics costs may affect profitability and pricing policy,
requiring risk management strategies and flexibility in the Company's commercial decisions.
The Group does not conduct trade with Middle Eastern countries that are directly or indirectly
involved in the conflict with Iran.
However, developments in the war in Iran are expected to negatively affect transport costs, as
more than 70% of the Group's imports come from China.
At the same time, key suppliers in China have already announced their intentions to increase
prices on their products, citing rising energy costs.
Under the current circumstances, and if the conflict is prolonged, Management estimates that the
gross profit margin may fall by 2% up to 5%.
C3. Description of the most important risks and uncertainties
The main risks that have a direct impact on the financial results are listed.
(a) Exchange rate risk
This risk relates to the ratio of the euro to other currencies related to the sales and purchases of
the Company and its Subsidiaries.
The Group makes a significant part of its imports originating in China and Hong Kong which are
priced in US dollars (USD). In 2025, dollar purchases accounted for 74,1% of total purchases
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
14
compared to 71,2% of purchases in the corresponding previous year. The value of dollar (USD)
imports is up 7,08% in comparison to the corresponding period last year.
The Group has cash and investment products denominated in dollars (USD), which cover 45,0%
(2024: 47,3%) of the value of dollar imports made in 2025.
The average euro/dollar exchange rate over the last 3 years has been as follows:
2023
2024
2025
Average exchange rate
1,082
1,085
1,129
Annual Change %
0,3%
4,0%
Due to the Group's activity in Romania through the subsidiary AS KIDS TOYS S.R.L., there is a
foreign exchange risk related to the valuation of the equity, as the assets are valued in Romanian
lei (RON). The average exchange rates of the Romanian lei (RON) against the Euro for the years
2023 to 2025 were as follows.
2023
2024
2025
Average exchange rate
4,9498
4,9756
5,0424
Annual Change %
0,5%
1,3%
Based on the Group's total equity figures, this risk remains at low levels.
In 2025, the Group did not use financial derivatives to reduce exposure to foreign exchange risk
arising from the markets.
(b) Interest rate risk
The Group Companies have credit limits in banks, however due to liquidity they have not resorted
to bank lending in 2025 and all their working capital needs are financed by own cash.
The Group does not use financial derivatives in order to reduce its exposure to the risk of changes
in interest rates, as of the date of preparation of the Financial Report.
The Group monitors developments very closely, adjusts its policy to protect its high reserves and
continues to invest in highly investment-grade portfolios.
Management considers that the aforementioned risk is not expected to materially affect the
financial position of the Company and the Group.
(c) Risk of fluctuations in commodity market prices and dependence on the supply of commodities
Given that a large part of the Group's toys originate from China, any changes in China's trade
relations with the European Union, the exchange rate of the Chinese yuan against the USD —
which accounts for a significant part of the Group's purchases — and transportation costs may
affect, as the case may be, positively or negatively, on the one hand, customer supply and sales,
and on the other hand, the Cost of Sales and the Group's profitability.
Given that more than 70% of the Group's products originate from China and Hong Kong in order
to limit the economic impact of extraordinary events (indicatively: temporary embargo –
imposition of tariffs, etc.), Management has adopted a policy of higher stocks to ensure the
smooth supply of its customers.
The Company continuously monitors economic developments in the toy market in China, while
maintaining long-term partnerships with its existing supplier network. In addition, it systematically
monitors exhibitions held in China, with the aim of exploring and evaluating alternative suppliers
that could meet its operational needs.
(d) Credit and liquidity risk
The Company and the Group are exposed to credit risk due to the possible inability of customers
to fulfill their contractual obligations. To limit risk, a rational credit policy is applied, with an
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
15
assessment of customers' creditworthiness based on market data and banking information. The
receivables come mainly from wholesalers and large customers, with continuous monitoring of
credits and, where necessary, additional guarantees.
Potential credit risk also exists in cash and investments, due to the possible weakness of
counterparties. The Group ensures diversification and invests in highly rated institutions,
significantly reducing risk, both in Greek systemic banks and in highly rated international banks.
Liquidity risk refers to the possibility of insolvency of financial obligations. According to the
financial statements, both at the Company and Group level, the liquidity risk is fully controlled,
as confirmed by the working capital ratio.
Potential credit risk exists in cash and cash equivalents, as well as in investments. In such cases,
the risk may arise from the inability of the counterparty to meet its obligations to the Group. The
Group ensures that it maintains appropriate diversification, and invests in institutions with an
increased credit rating to reduce risk.
The credit risk, which may arise from the inability of financial institutions to meet their obligations
to the Group in terms of investment and cash investments, has been significantly reduced, as the
most significant part of these are placed either in systemic Greek banks or in international banks
outside Greece, of high investment grade.
The liquidity risk is located in the possibility that the Group will find itself in a position that will
not allow it to meet its financial obligations. As can be seen from the financial statements, both
at the Company level and at the Group level, the liquidity risk is fully controlled (see working
capital ratio).
GROUP
31.12.2025
31.12.2024
31.12.2023
Current Assets / Current Liabilities
Ratio
514,9%
462,9%
495,7%
COMPANY
31.12.2025
31.12.2024
31.12.2023
Current Assets / Current Liabilities
Ratio
528,2%
459,8%
484,9%
With regard to cash flow risk, it is noted that the Company and its subsidiaries are adequately
protected, which is due to: a) their good cash flows as mentioned above, b) the high
creditworthiness they have from banking institutions, c) the Company's financial assets, the
displayed value of which in the financial statements does not deviate from their fair value d) the
safeguarding of cash in banks with good evaluation by international firms and e) the placement
of the Company's reserves for investment in marketable securities.
As for the Romanian subsidiary, on 31.12.2025 it had cash reserves of €215 thousand, while it
has secured a line of financing from a bank of €200.000 which it has not used to date.
Due to the seasonality of the Group's product category, rational management of working capital
is required, as a possible weakness may burden its results with additional financial expenses. The
Group has sufficient lines of financing from Banking organizations.
The following tables summarize the maturity dates of the financial liabilities of the Company and
the Group, which appear on the date of preparation of the Financial Statements, based on the
payments arising from the relevant loan agreements or agreements with the counterparties.
Group
Totals
Up to 1 year
From 1 to 5 years
2025
2024
2025
2024
2025
2024
Debts to suppliers
3.931.646
4.096.052
3.931.646
4.096.052
0
0
Lease liabilities
626.624
811.902
153.021
161.610
473.603
650.292
Other short-term
liabilities
4.482.051
4.142.128
4.482.051
4.142.128
0
0
Total
9.040.322
9.050.083
8.566.718
8.399.791
473.603
650.292
Company
Totals
Totals
From 1 to 5 years
2025
2024
2025
2024
2025
2024
Lease liabilities
622.112
747.978
148.508
135.394
473.603
612.584
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
16
Debts to Suppliers
3.815.484
3.893.359
3.815.484
3.893.359
0
0
Other short-term
liabilities
4.076.907
3.870.064
4.076.907
3.870.064
0
0
Total
8.514.503
8.511.401
8.040.900
7.898.816
473.603
612.584
In view of the above, the Group's Management considers that the cash and short-term
investments, combined with the available liquidity raising capabilities that have been mentioned,
are sufficient to effectively hedge the aforementioned risks.
(e) Insurance Risk (non-financial risk)
Given that the majority of the Company's goods are forwarded from its Warehouse to customers,
the Company should be protected from its exposure to the risk of a policyholder from the
insurance of its products.
To this end, the Company insures its facilities at fair values by a consortium of insurance
companies, which gives it adequate insurance coverage for all major risks.
The subsidiaries of Romania and Cyprus do not have their own warehouses and the movement
of goods is carried out through the Company's warehouse facilities. The products are insured
during their transport, both to the Company's warehouses and until their delivery to the
subsidiaries.
(f) Risks from the possible impairment of financial assets and other investments
The Company makes short-term placements – investments (mainly bonds) of high credit rating,
after first evaluating the relevant evaluations by international agencies. As a rule, the bonds, in
which it invests part of its cash, are transferable securities, are traded mainly in the secondary
market but also in other organized markets. The risks arising from bond investments are a) risk
of default of the invested coupon capital b) market risk related to fluctuations in bond prices, as
a result of changes in interest rates and inflation, c) liquidity risk, resulting in the bond being sold
at a price below the fair valuation and d) risk of early repayment by the issuer, resulting in a
reduction in the expected return and an inability to reinvest the capital in products with similar
returns.
The Company's Management, aiming to mitigate its investment risk, has invested a part of its
reserves in real estate, as part of an overall plan for safer and more efficient utilization of the
high liquidity available to the Group. The analysis of the
Financial Assets & Other Investments is set out in the table below.
31.12.2025
%
31.12.2024
%
Investment Properties
2.125.075
10,0%
4.241.741
21,1%
Bond Investments
12.747.804
60,2%
12.138.410
60,4%
Available
6.298.650
29,8%
3.713.415
18,5%
21.171.529
20.093.566
(g) Seasonality Risk
The Group operates in a sector that is highly seasonal, especially during the Christmas and Easter
periods. Indicatively, the Group's sales in the last quarter of the fiscal year – Christmas period –
constitute 33% to 43% of its annual sales. This seasonality requires proper planning of receipts
and timely delivery of the quantities requested by our customers.
Any inability of the Group to cope with the increased demand during these periods will negatively
affect the financial results of the entire fiscal year. In view of this risk, the Company takes care,
as far as possible, to plan orders and receipts in a timely manner, in order to maintain sufficient
stocks.
(h) Exposure to ESG Risks
The Group takes into account the risks and opportunities arising from environmental, social and
corporate governance (ESG) factors, which may affect its operation and long-term viability.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
17
At the environmental level, the risks associated with climate change and the energy transition are
recognised, as well as the opportunities arising from the use of recycled raw materials and
investments in renewable energy sources.
At the same time, the Group emphasizes on social responsibility issues, which concern the health
and safety of employees, relations with partners and suppliers, as well as the responsible
marketing of its products.
At the level of corporate governance, procedures and practices are implemented that enhance
transparency, regulatory compliance and effective risk management, adapted to the size and
structure of the Group.
Through the above, the Group seeks to strengthen the resilience and sustainability of its activities,
with a balanced approach between economic performance, responsible operation and long-term
value.
Other Risks
The demand for the Company's products is affected by exogenous factors such as economic
uncertainty, reduction of consumption and consumer preference for products with an affordable
selling price. In this context, the Company's Management has selected quality products and with
a wide range of prices, which are attractive to consumers all year round.
The Group's Management aims to limit the potential negative effects of these risks on its financial
results by monitoring and adapting the Group's operation to the current conditions in a timely
manner.
D. COMPANY STRATEGY AND PROSPECTS FOR 2026
During the fiscal year 2025, the Group continued its business activity unhindered, remaining firmly
committed to its strategic planning and further strengthening its position in the markets in which
it operates. This course confirms the long-term resilience and flexibility of its business model, as
well as its ability to maintain a high level ofoperational and financial stability, even in conditions
of heightened uncertainty.
The international macroeconomic and geopolitical environment during the fiscal year 2025, as
well as at the beginning of fiscal year 2026, remained particularly volatile. The ongoing
developments in Ukraine, combined with tensions in the Middle East and in critical international
trade corridors, such as the Red Sea and the Strait of Hormuz, continued to negatively affect the
functioning of the global supply chain, significantly increasing the cost of transport, products and
creating an increased level of uncertainty in the consumer environment and their "wallet". At the
same time, the international financial environment, despite partial signs of gradual normalization,
maintained characteristics of increased interest rates and high financing costs, affecting both
demand and business planning.
In this demanding environment, the Group recorded a positive course in 2025, remaining
consistent with its timelessly conservative risk management approach. Management evaluates
the results of the fiscal year in terms of sustainability, maintaining financial balance, and creating
value over the long term, avoiding options that could increase exposure to business or financial
risks.
The Group's strategy continues to focus on its core business area, namely the children's toy
sector, baby development products and lifestyle products for teens and adults, with an emphasis
on the continuous enrichment of the product portfolio, the maintenance of a competitive pricing
policy and the continuous improvement of operational efficiency. At the same time, the disciplined
management of operating costs and the strengthening of organizational flexibility remain key
axes of the strategic direction.
In the context of the further development of its activities, the commercial cooperation with the
manufacturer of Chicco products, which was included in the Group's strategy as early as the year
2024, evolved in a gradual and controlled manner. Management proceeded with targeted
organizational adjustments and investments in infrastructure, while placing particular emphasis
on the effective coordination of the operating units, with the aim of supporting the expansion of
the Group's presence in the field of baby care.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
18
During the fiscal year, the digital transformation and optimization of internal processes continued,
with the aim of enhancing operational efficiency, improving the quality of administrative
information and more effectively supporting commercial activity. These actions shall be
implemented in a consistent manner with the principles of good corporate governance and
prudent risk management.
As far as investments in the real estate and tourism sectors are concerned, Management
maintains its strategic approach unchanged, emphasizing the careful and selective evaluation of
investment opportunities, with the aim of creating goodwill in the medium to long term and the
optimal utilization of existing assets.
The Group's financial position remains strong, with zero leverage, high liquidity levels and limited
exposure to financial risks. Management continues to implement a prudent treasury management
policy, ensuring the required flexibility and the ability to adapt immediately to an environment of
ever-changing conditions.
Outlook for 2026
For 2026, the Group's outlook is assessed with caution, taking into account the persistence of
geopolitical tensions and macroeconomic uncertainties at the international level. Within this
framework, the strategic direction remains oriented towards ensuring operational efficiency,
prudent cost and supply chain management, as well as the gradual and targeted utilization of
commercial partnerships and activities.
The Group does not conduct trade with Middle Eastern countries that are directly or indirectly
involved in the conflict with Iran. However, developments in the war in Iran are expected to
negatively affect transport costs, as more than 70% of the Group's imports come from China. At
the same time, key suppliers in China have already announced their intentions to increase prices
on their products, citing rising energy costs. Under the current circumstances, and if the conflict
is prolonged, Management estimates that the gross profit margin may decrease by 2% to 5%.
Management will continue to closely and systematically monitor developments in both the
international and domestic economic environment, adjusting, where necessary, its strategy, with
a view to protecting the interests of shareholders and achieving sustainable and long-term
growth.
E. TRANSACTIONS WITH RELATED PARTIES
Related parties within the meaning of IAS 24 mean, in addition to subsidiaries and related
companies, the members of Management and the Directors and their close relatives.
The shareholders (natural or legal persons) who held on 31.12.2025, directly or indirectly, more
than 5% of the total number of shares and the relevant voting rights of the Company are listed
in the table below.
Shareholder's name
Participation percentage*
1. Andreadis Efstratios
31,35975%
2. Andreadou Anastasia
31,08181%
Transactions with related parties during the fiscal year 2025, i.e. intercompany sales/purchases
and intercompany balances, all related to transactions within the scope of the Company's purpose
of operation and in market terms.
The overall framework of activities of the Company and its affiliated companies concerns AS
COMPANY CYPRUS LTD and AS KIDS TOYS S.R.L. No intercompany transaction was carried out
beyond those described above.
Sales
2025
2024
AS COMPANY CYPRUS LTD
921.137
1.023.585
AS KIDS TOYS S.R.L
1.467.684
1.341.452
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
19
Total
2.388.822
2.365.037
Purcahases
2025
2024
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
Other Transactions
2025
2024
AS COMPANY CYPRUS LTD
71.107
82.954
AS KIDS TOYS S.R.L
105.931
123.376
Total
177.037
206.331
Balances from trade transactions
Receivables
2025
2024
AS COMPANY CYPRUS LTD
402.348
547.661
AS KIDS TOYS S.R.L
671.593
739.552
Total
1.073.941
1.287.213
Obligations
2025
2024
AS COMPANY CYPRUS LTD
0
0
AS KIDS TOYS S.R.L
0
0
Total
0
0
In the fiscal year 2025, a dividend was approved to the Parent Company by the subsidiary AS
COMPANY CYPRUS LIMITED amounting to Euro 950.000 and by the subsidiary AS KIDS TOYS
SRL amounting to Euro 900.000. (2024: from the subsidiary AS COMPANY CYPRUS LIMITED to
the Parent Company of the amount of Euro 1.630.000).
The gross dividend proposed by the Board of Directors of the Company for approval by the Annual
General Meeting of the shareholders of the Company for the year 2026, from the earnings of the
year 2025 amounts to € 0,19 per share compared to € 0,17 of the corresponding year last year,
i.e. increased by 11,8%.
The benefits to the Company's Managers and Management are analyzed as follows:
Executive Remuneration
and Transactions
Group
Company
Short-term employee
benefits
2025
2024
2025
2024
Remuneration
932.917
613.197
902.917
613.197
Social Security Costs
142.140
92.343
141.270
92.343
Total
1.075.057
705.540
1.044.187
705.540
Remuneration and
Transactions of BoD
Members
Group
Company
Short-term benefits
2025
2024
2025
2024
Remuneration
409.148
449.748
409.148
419.748
Social Security Costs
75.265
79.119
75.265
78.249
Stamp duty for the
remuneration of the Board of
Directors
0
5.037
0
5.037
Other fees
53.480
43.180
53.480
43.180
Total
537.893
577.084
537.893
546.214
During the fiscal year 2025, four (4) new Executives were brought in, following the assumption
of increased responsibilities and responsibilities, in accordance with the approved new
organizational chart of the Company
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
20
No loans have been granted to members of the Board of Directors or to Executives (and their
families). There were no changes in the transactions between the Company and its related
persons that could have material consequences on the financial position and performance of the
Company.
The remuneration paid during the fiscal year 2025 to the Chairman of the Board of Directors, Mr.
Efstratios Andreadis, the Executive Vice President of the Board of Directors, Mrs. Anastasia
Andreadou, to the Executive Member, Mr. Konstantinos Andreadis, the Non-Executive Vice
Chairman of the Board of Directors, Mr. Apostolos Petalas and the Non-Executive Member, Mr.
Theofilos Mechteridis, relate to remuneration in their capacity as members of the Board of
Directors. The Company does not proceed with the payment of remuneration to the Members of
the Board of Directors for their capacity as Members of the Audit & Remunerations and
Nominations Committees. Also, the remuneration of the non-executive members of the Board of
Directors, Messrs. Athanasios Chrysafidis and Georgios Vletsos, concern remuneration in their
capacity as members of the Board of Directors.
In accordance with the decision of the Annual General Meeting on 19.06.2025, the payment of
the annual gross remuneration from the profits of the closing fiscal year 1.1.2024 – 31.12.2024
was approved.
The non-executive member of the Board of Directors, Theofilos Mechteridis, was also paid fees
due to the provision of customs broker services, in the context of his professional cooperation
with the Company, based on a relevant evaluation by the Remuneration Committee and the Board
of Directors and a corresponding contract. The remuneration paid to the executive member of
the Board of Directors, Mrs. Theodora Koufou, concerns the provision of employment services to
the Company throughout the fiscal year. Managers who are not members of the Board of Directors
received remuneration based on the employment contracts they have with the Company.
Also, by the General Meeting of the shareholders on 19.06.2025, the payment of an additional
remuneration (bonus) of 159.487 euros (including employer contributions) to the Company's
executives from the profits of the year 2024 was approved.
F. CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement has been prepared in accordance with article 152 of Law
4548/2018, Law 4706/2020 and the relevant decisions, circulars and instructions of the Hellenic
Capital Market Commission (hereinafter "HCMC"). It is included in the Annual Management Report
of the Board of Directors of the Company (hereinafter the “BoD”) for the fiscal year 2025, as a
special part thereof and is available through the Company's website. The following correspond to
the current legal and factual situation of the Company.
CONTENTS
I. Principles of Corporate Governance
II. Corporate Governance Code (C.G.C.)
III. Corporate Governance Practices in addition to the requirements of the legislation
IV. Deviations from the C.G.C. – Justification
V. Description of the main features of the internal control and risk management systems of the
Company and the Subsidiaries in relation to the preparation of the financial statements
VI. Information required pursuant to Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC
of the European Parliament and of the Council of 21 April 2004 on takeover bids, should the
Company be subject to this Directive.
VII. Information on the operation of the General Meeting of shareholders and its basic powers,
as well as a description of the rights of the shareholders and the manner in which they are
exercised.
VIII. Information on the composition and mode of operation of the Board of Directors
IX. Information on the composition and operation of the Audit Committee
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
21
X. Information on the composition and operation of the Remunerations and Nominations
Committee
XI. Diversity policy in administrative, management and supervisory bodies.
XII. Evaluation of the Company's Internal Control System by an independent evaluator.
XIII. Evaluation of the Corporate Governance System
XIV. Evaluation (individual – collective) of the Board of Directors, Chairman and CEO, General
Manager and Self-Evaluation of Board Committees with the assistance of an external evaluator.
I. Principles of Corporate Governance
The Company has adopted and implements the Principles of Corporate Governance, in accordance
with the applicable Legislation and applicable international practices, in combination with its
principles and corporate culture, with the aim of functionality and efficiency, transparency to the
investing public and safeguarding the interests of shareholders and all those who are in any way
connected with its operation.
II. Corporate Governance Code (C.G.C.)
In the context of the implementation of the current legislative framework and in accordance with
the specific provisions of article 17 of Law 4706/2020 and Decision 2/905/3.3.2021 of the Board
of Directors of the Hellenic Capital Market Commission, the Company has voluntarily adopted, by
the decision of its Board of Directors dated 15.7.2021, the Hellenic Corporate Governance Code
(June 2021) of the Hellenic Corporate Governance Council (HCGC), with deviations that were
deemed to be consistent with the specific characteristics of the Company and make its
management flexible and functional. This decision was initially updated by the no.
851/21.02.2025 minutes of the Board of Directors and then with the no. 866/25.07.2025 minutes
of the Board of Directors For the current deviations in force see below, under IV.
The adopted Code, in its original form (without deviations), can be found at:
https://www.esed.org.gr/web/guest/code-listed
The Board of Directors may make amendments regarding the deviations from the C.G.C. adopted
by the Company, always within the framework of the current regulatory framework and the C.G.C.
itself.
III. Corporate Governance Practices in addition to the requirements of the legislation
The Company does not apply additional Corporate Governance practices, beyond those provided
for by the adopted C.G.C. and the applicable Legislation.
IV. Deviations from the Corporate Governance Code – Justification
The Company had initially adopted the CGC, specifying specific deviations reflected in the no.
762/15.07.2021 minutes of the Board of Directors. Within 2025, the Board of Directors of the
Company updated the deviations from the CGC in the meetings of 21.02.2025 and 25.07.2025,
respectively. Therefore, during the fiscal year 2025, the defined deviations from the CGC are
determined as follows, for the time periods: a) from 01.10.2025 to 20.02.2025, b) from
21.02.2025 to 24.07.2025 and c) from 25.07.2025 to 31.12.2025.
IV.a. With its minutes no. 762/15.07.2021, the Board of Directors adopted the 2021 CGC,
specifying the following deviations from it. The following deviations concern the period from
01.10.2025 to 20.02.2025:
1. Clause 1.20. of the Code stipulates that:
"The members of the Board of Directors receive the Agenda of the next meeting and the
supporting documents in a timely manner, i.e. before the expiration of the mandatory deadlines
of the Law, so that they can be studied, taking into account each time the complexity of the
issues to be discussed."
➢ Deviation and Justification:
Article 14 par. 3 of the Company's Articles of Association provides that:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
22
"3. The Board of Directors is convened by the Chairman or his deputy, by invitation notified to its
members at least two (2) working days before the meeting and at least five (5) working days if
the meeting is to be held outside the company's headquarters. The invitation must necessarily
clearly state the items on the agenda, otherwise decision-making is allowed only if all its members
are present or represented and no one objects to the decision-making. In the case of a meeting
by teleconference, the invitation to the members of the board of directors must also include all
the necessary information for their participation in the meeting."
According to article 94 of Law 4548/18 and article 15 par. 4 of the Company's Articles of
Association provides that:
"4. The preparation and signing of minutes by all the members of the Board of Directors or their
representatives shall be equivalent to a decision of the Board of Directors, even if no meeting has
preceded. This provision also applies if all the directors or their representatives agree that their
majority decision will be recorded in minutes, without a meeting. The relevant minutes are signed
by all Directors. The signatures of the Directors or their representatives may be replaced by an
exchange of messages by e-mail or other electronic means, if this is provided for in the Articles
of Association. The minutes drawn up in accordance with the present shall be recorded in the
Book of Minutes, in accordance with article 93 of Law 4548/2018".
The Rules of Operation of the Board of Directors, which will be drafted in compliance with clause
1.15. of the Code, it will be provided that the members of the Board of Directors will be able to
take a decision without complying with the formalities of the Law, provided that no member raises
an objection, even without a prior meeting, under the conditions provided for in article 94 of Law
4548/18 and articles 14 and 15 par. 4 of the Company's Articles of Association. In practice, it has
been proven that in many cases and as long as the nature and subject matter of the issue under
discussion does not require prior information and study thereon, the Board of Directors may take
decisions as above, for reasons of speed and flexibility. It is considered that no risk arises from
the above deviation.
2. Clause 2.2.12. of the CGC 2021 stipulates that:
"2.2.12. The independent non-executive members shall not be less than one second (1/2) of the
total number of members of the Board of Directors".
➢ Deviation and Justification:
According to the current structure of the Board of Directors, it consists of eight (8) members, of
which three (3) executive members and five (5) non-executive members. Of the non-executive
members, three (3) are independent non-executives. This scheme has proven to be functional
and flexible in practice; it fulfills the requirements of the current regulatory framework in terms of
the necessary number of independent non-executive members in relation to executive members,
as well as the staffing needs of the Committees of the Board
of Directors with the persons and
capacities provided for on a case-by-case basis. In accordance with the above, it is considered
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
23
that at this stage, with the structure and needs of the Company, the administration and
management of the Company's affairs is served in the best possible way, without requiring the
independent non-executive members of the Board of Directors to be at least half of its independent
non-executive members. It is estimated that no risk arises from the above deviation.
3. According to Clauses 2.2.21., 2.2.22. and 2.2.23. of the Code:
"2.2.21. The Chairman shall be chosen by the independent non-executive members. In the event
that the Chairman is chosen by the non-executive members, one of the independent non-
executive members is appointed, either as a Vice-Chairman or as a Senior Independent Director.
2.2.22. The independent non-executive Vice-Chairman or the Senior Independent Director, as the
case may be, shall have the following responsibilities: to support the Chairman, to act as a liaison
between the Chairman and the members of the Board of Directors, to coordinate the independent
non-executive members and to lead the evaluation of the Chairman.
2.2.23. Where the Chairman is executive, the independent non-executive Vice-President or the
Senior Independent Director shall not replace the President in his executive duties.'
➢ Deviation and Justification:
In accordance with the current Articles of Association of the company (article 12), the Board of
Directors elects an Executive Chairman, a non-executive Vice-Chairman and an executive Vice-
Chairman. In the event that the Chairman is absent or prevented from exercising his duties,
he/she is replaced as Chairman of the Board of Directors, in his/her non-executive duties by the
non-executive Vice-Chairman, and in his/her executive duties by the executive Vice-Chairman, in
case of absence or impediment, by another member of the Board of Directors in a corresponding
capacity, who will be specially determined by the Board of Directors.
The above regulations cover the provision of paragraph 2 of article 8 of Law 4706/2020,
according to which:
"In the event that the Board of Directors, by way of deviation from par. 1, appoints as Chairman
one of the executive members of the Board of Directors, mandatorily appoints a Vice-Chairman
from among the non-executive members".
Therefore, the adopted structure of the Board of Directors meets the conditions and definitions of
the Law and is considered to be functional and adequate, both in terms of regulatory compliance,
as well as the flexibility and effectiveness of exercising the respective responsibilities. It is
estimated that no risk arises from the above deviation.
4. According to Clauses 2.3.1., 2.3.2., 2.3.3. and 2.3.4. of the Code:
2.3.1. The Company has a framework for filling positions and succession of the members of the
Board of Directors, in order to identify the needs for filling positions or replacement positions and
to ensure the smooth continuity of the administration and the achievement of the Company's
purpose each time.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
24
2.3.2. The Company ensures the smooth succession of the members of the Board of Directors by
gradually replacing them in order to avoid lack of management.
2.3.3. The succession framework shall take into account in particular the findings of the Governing
Board of Directors’ evaluation in order to achieve the required changes in composition or skills
and to maximize the effectiveness and collective suitability of the Board of Directors.
2.3.4. The Company also has a succession plan for the Chief Executive Officer. The preparation
of a sound succession plan for the CEO is entrusted to the nomination committee, which in this
case ensures that:
• identification of the required qualitative characteristics that the person of the CEO should have,
• continuous monitoring and identification of potential internal candidates,
• where appropriate, search for possible external candidates;
• and liaise with the Chief Executive Officer regarding the evaluation of candidates for his position
and other senior management positions".
Also, Clause 3.3.2. of the Code provides that:
"3.3.2 "The Board of Directors shall ensure for the Company the appropriate succession plan, for
the smooth continuation of the management of the Company's affairs and decision-making
following the departure of its members, especially executive and committee members".
➢ Deviation and Justification:
The Company, in the context of its compliance with the new legal framework of Law 4706/2021
and Circular 60/18.9.2020 of the Hellenic Capital Market Commission, with its decision no.
47/25.6.2021 decision of the General Meeting of its shareholders approved the Suitability Policy
of the members of the Board of Directors. The Company complies in principle with terms 2.3.1.,
2.3.2. and 2.3.3. of the Code, regarding the existence of a framework for the replacement and
succession of the members of the Board of Directors, especially with regard to the independent
members of the Board of Directors, but does not have a succession plan for the Chief Executive
Officer. If any issue arises of change, replacement of members of the Board of Directors, but also
of the Chief Executive Officer, the Remunerations and Nominations Committee takes action,
which, having the responsibilities of articles 11 and 12 of Law 4706/2020 and applying the
provisions thereof, circular 60 of the HCMC and the Company Suitability Policy adopted by the
Company, proceeds to the identification and examination of the candidates and submits its
proposal to the Board of Directors, for the persons it deems suitable for the acquisition of the
status of member of the Board of Directors. The Board of Directors is then competent, in the
context of the process of its formation and assignment of responsibilities, to proceed in
accordance with the Company's Articles of Association to the appointment of a Chief Executive
Officer. It is considered that the risk of the above deviation is low.
5. Clauses 2.4.3. and 2.4.4. of the Code provide for the following:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
25
"2.4.3. The remuneration of the executive members of the Board of Directors and the Company's
senior executives is related to the size of the Company, the complexity of its action, the extent
of their responsibilities, their degree of responsibility, the corporate strategy, the objectives of
the Company and their realization, with the ultimate goal of creating long-term value for the
Company. The process for developing a remuneration policy is characterized by objectivity and
transparency. The additional remuneration of the members of the Board of Directors should be
linked to the achievement of certain objectives and should be dependent on or justified by the
Company's financial results based on its annual financial statements.
2.4.4. The additional remuneration of members of the Board of Directors who participate in
committees for reasons of transparency and information is shown separately in the remuneration
report, but also in their approval by the general meeting".
➢ Deviation and Justification:
The Company has not provided in the Remuneration Policy it has adopted, nor does it grant the
members of the Board of Directors additional remuneration related to the achievement of certain
objectives or remuneration which depends on or is justified by the financial results of the
Company based on its annual financial statements. Similarly, no additional remuneration is
provided for and granted to the members of the Board of Directors for their participation in other
committees. All members of the Board of Directors, in such capacity, receive fixed remuneration,
which is determined by the Remuneration Committee to correspond to the financial situation of
the Company and the market conditions, taking into account various factors, such as the specific
duties of each member, the need to allocate the time required for their execution, etc. It is
considered that no risk arises from the above deviation.
6. Clause 2.4.10. of the Code provides for the following:
2.4.10. The Board of Directors examines and links the remuneration of executive members to
indicators related to ESG and sustainable development issues that could add long-term value to
the Company. In this case, the Board of Directors shall ensure that these indicators are relevant
and reliable and promote the proper and effective management of ESG and sustainable
development issues."
➢ Deviation and Justification:
The Company does not link the remuneration of the executive members of the Board of Directors
to the above indicators, given that fixed remuneration is paid, based on the prevailing general
economic conditions, as well as the financial situation of the Company itself. It is noted that the
Company is not obliged - due to its size - to publish non-financial statements, in accordance with
Regulation 2014/95/EU and Law 4548/2018. It is estimated that no risk arises from the above
deviation.
7. Clauses 3.3.3., 3.3.4. and 3.3.5. of the Code provide for the following:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
26
3.3.3 The Board of Directors annually assesses its effectiveness, the fulfilment of its tasks and its
committees.
3.3.4 The Board of Directors collectively, as well as the Chairman, the Chief Executive Officer and
the other members of the Board of Directors are evaluated annually in terms of the effective
performance of their duties. At least every three years, this evaluation is facilitated by an external
consultant.
3.3.5 The evaluation process is chaired by the Chairman in cooperation with the nomination
committee. The Board of Directors also evaluates the performance of its Chairman, a process that
is headed by the nomination committee."
➢ Deviation and Justification:
Whereas the provision of clause 3.3.5. of the Code takes it for granted that the Chairman of the
Board of Directors is non-executive, while in the Company the Chairman is executive and for this
reason a non-executive Vice-Chairman is appointed, the latter will preside over the evaluation
process, which will be carried out in cooperation with the nomination committee. It is estimated
that no risk arises from the above deviation.
8. In Clauses 5.1. and 5.6. of the Code, the following are provided, in
accordance with the provision of article 14 par. 3l of Law 4706/2020 and Article 151
of Law 4548/2018:
"MANDATORY PROVISION
5.1 Among others, the Company's rules of operation include the sustainable development policy
followed by the Company, where required. […]
5.6 The Company adopts and implements a policy on ESG and sustainable development issues
(Sustainability Policy)
➢ Deviation and Justification:
According to the first subparagraph of par. 1 of article 151 of Law 4548/2018:
"1. Large Sociétés
Anonymes which are entities of public interest, within the meaning of Annex A of Law 4308/2014,
and which, at the balance sheet date, exceed the average number of five hundred (500)
employees during the financial year, include in the management report a non-financial statement
containing information, to the extent necessary for the understanding of the development, the
performance, position and impact of its activities, in relation to, at least, environmental, social
and labour issues, respect for human rights, the fight against corruption and corruption-related
issues. [..]»
The Company, due to its size, does not fall under the conditions for the application of
the above provision, which leads to the obligation to adopt a sustainable development policy.
Therefore, a deviation from clause 5.1 of the Code is introduced, given that the Company's Rules
of Operation is not required to include its sustainable development policy. The Company does not
intend to immediately adopt and implement a policy on ESG and sustainable development issues
(Sustainability Policy), in accordance with clause 5.6. of the Code, to the extent that it is not
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
27
mandatory under the current regulatory framework. The Board of Directors will consider the
adoption of such a policy in the future.
IV.b. Subsequently, with its minutes no. 851/21.02.2025, the Board of Directors adopted the
2021 CGC, specifying the following deviations from it. The following deviations concern the period
from 21.02.2025 to 24.07.2025:
4. Clause 1.20. of the Code stipulates that:
"The members of the Board of Directors receive the Agenda of the next meeting and the
supporting documents in a timely manner, i.e. before the expiration of the mandatory deadlines
of the Law, so that they can be studied, taking into account each time the complexity of the
issues to be discussed."
➢ Deviation and Justification:
Article 14 par. 3 of the Company's Articles of Association provides that:
"3. The Board of Directors is convened by the Chairman or his deputy, by invitation notified to its
members at least two (2) working days before the meeting and at least five (5) working days if
the meeting is to be held outside the company's headquarters. The invitation must necessarily
clearly state the items on the agenda, otherwise decision-making is allowed only if all its members
are present or represented and no one objects to the decision-making. In the case of a meeting
by teleconference, the invitation to the members of the board of directors must also include all
the necessary information for their participation in the meeting."
According to article 94 of Law 4548/18 and article 15 par. 4 of the Company's Articles of
Association provides that:
"4. The preparation and signing of minutes by all the members of the Board of Directors or their
representatives shall be equivalent to a decision of the Board of Directors, even if no meeting has
preceded. This regulation also applies if all the directors or their representatives agree that their
majority decision will be recorded in minutes, without a meeting. The relevant minutes are signed
by all Directors. The signatures of the directors or their representatives may be replaced by an
exchange of messages by e-mail or other electronic means, if this is provided for in the statutes.
The minutes drawn up in accordance with the present shall be recorded in the book of minutes,
in accordance with article 93 of Law 4548/2018".
Rules of Operation of the Board of Directors have been drafted and adopted since November
2022, which have been drafted in compliance with clause 1.15. of the Code. The Rules of
Operation of the Board of Directors provide, among other things, that:
«[..] II. Calendar of meetings – Corporate Secretary
At the beginning of each calendar year, the Board of Directors prepares an indicative calendar
of meetings and an annual action plan, which is revised according to developments and the
needs of the Company, in order to ensure the correct, complete and timely fulfillment of its
duties, as well as the examination of all issues on which it takes decisions. At the same time, a
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
28
calendar of regular meetings of the Committees of the Board of Directors [Audit Committee &
Remunerations and Nominations Committee] is drawn up.
The Board of Directors is supported by a capable, qualified and experienced corporate secretary,
in order to assist in compliance with internal procedures and policies, applicable laws and
regulations and to operate effectively and efficiently. The corporate secretary is responsible, in
consultation with the Chairman, for ensuring immediate, clear and complete information to the
Board of Directors, the integration of new members, the organization of General Meetings, the
facilitation of communication between shareholders and the Board of Directors and the
facilitation of communication between the Board of Directors and the senior executives.
[…]
XIII. Convening and Meeting of the Board of Directors
The Board of Directors meets whenever the law, the Articles of Association or the needs of the
Company require it, at the Company's headquarters or at its branch in Attica. The Board of
Directors validly convenes outside its headquarters in another place, either in Greece or abroad,
provided that all its members are present or represented at this meeting and no one objects to
the holding of the meeting and the taking of decisions. The Board of Directors may meet by
teleconference. In this case, to the extent required, the invitation to the members of the Board
of Directors includes the necessary information for their participation in the meeting. The Board
of Directors is convened by the Chairman or his deputy, with an invitation notified to its members
at least two (2) working days before the meeting and at least five (5) working days if the
meeting is to be held outside the Company's headquarters. The invitation must necessarily
clearly state the items on the agenda, otherwise decision-making is allowed only if all the
members of the Board of Directors are present or represented and no one objects to decision-
making.
The members of the Board of Directors may take a decision without complying with the
formalities of the Law, provided that no member raises an objection, even without a prior
meeting, under the terms provided for in article 94 of Law 4548/18 and articles 14 and 15 par.
4 of the Company's Articles of Association. In practice, it has been proven that in many cases
and as long as the nature and subject matter of the issue under discussion does not require
prior information and study on it, the Board of Directors may take decisions as above, for reasons
of speed and flexibility.
The convening of the Board of Directors may be requested by two (2) of its members with their
application to its president or his substitute, who are obliged to convene the Board of Directors,
in order for it to convene within seven (7) days from the submission of the application. The
application must, under penalty of inadmissibility, clearly state the issues that will concern the
Board of Directors. If the Board of Directors is not convened by the Chairman or his substitute
within the above deadline, the members who requested the convocation are allowed to convene
the Board of Directors within a period of five (5) days from the expiration of the above deadline
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
29
of seven (7) days, notifying the relevant invitation to the other members of the Board of
Directors [..]".
From the above, it can be concluded that the main meetings of the Board of Directors and its
Committees are recorded in the Annual Calendar of Meetings, which is approved at the beginning
of each year by the Board of Directors. As far as these meetings are concerned, all members of
the Board of Directors receive in a timely manner - at least two (2) days before the meeting - the
detailed agenda of the meeting and the basic supporting material on the agenda items (see above
under II).
It was also provided for under Clause XIII. of the Rules of Operation of the Board of Directors,
that the members of the Board of Directors may take a decision without complying with the
formalities of the Law, provided that no member raises an objection, even without a prior
meeting, under the conditions provided for in article 94 of Law 4548/18 and articles 14 and 15
par. 4 of the Company's Articles of Association. In practice, it has been proven that in many cases
and as long as the nature and subject matter of the issue under discussion does not require prior
information and study on it, the Board of Directors may take decisions as above, for reasons of
speed and flexibility. There is no risk arising from the above practice.
5. Clause 2.2.12. of the CGC 2021 stipulates that:
"2.2.12. The independent non-executive members shall not be less than one second (1/2) of the
total number of members of the Board of Directors".
➢ Deviation and Justification:
According to the current structure of the Board of Directors, it consists of eight (8) members, of
which three (3) executive members and five (5) non-executive members. Of the non-executive
members, three (3) are independent non-executives. This scheme has proven to be functional
and flexible in practice; it meets the requirements of the current regulatory framework in terms
of the necessary number of independent non-executive members in relation to executive
members, as well as the staffing needs of the Committees of the Board of Directors, with the
persons and capacities provided for on a case-by-case basis. According to the above, it is
considered that at this stage, with the structure and needs of the Company, the administration
and management of the Company's affairs is served in the best possible way, without requiring
the independent non-executive members of the Board of Directors not to be less than 1/2 of the
total number of its members.
It is noted that the existing composition of the Board of Directors is also in accordance with the
recent provision of Article 5 of Law 5178/2025, by virtue of which Article 3A was added to Law
4706/2020 "Gender balance in the Board of Directors". It is considered that no risk arises from
the above deviation.
6. According to Clauses 2.2.21., 2.2.22. and 2.2.23. of the Code:
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
30
"2.2.21. The Chairman shall be chosen by the independent non-executive members. In the event
that the Chairman is chosen by the non-executive members, one of the independent non-
executive members is appointed, either as a Vice-Chairman or as a Senior Independent Director.
2.2.22. The independent non-executive Vice-President or the Senior Independent Director, as the
case may be, shall have the following responsibilities: to support the Chairman, to act as a liaison
between the Chairman and the members of the Board of Directors, to coordinate the independent
non-executive members and to lead the evaluation of the Chairman.
2.2.23. Where the Chairman is executive, the independent non-executive Vice-President or the
Senior Independent Director shall not replace the Chairman in his executive duties.'
➢ Deviation and Justification:
In accordance with the current Articles of Association of the company (article 12), the Board of
Directors elects an Executive Chairman, a non-executive Vice-Chairman and an executive Vice-
Chairman. In the event that the Chairman is absent or prevented from exercising his duties,
he/she is replaced as Chairman of the Board of Directors, in his/her non-executive duties by the
non-executive Vice-Chairman, and in his/her executive duties by the executive Vice-Chairman, in
case of absence or impediment, by another member of the Board of Directors in a corresponding
capacity, who will be specially determined by the Board of Directors.
The above regulations cover the provision of paragraph 2 of article 8 of Law 4706/2020,
according to which:
"In the event that the Board of Directors, by way of deviation from par. 1, appoints as Chairman
one of the executive members of the Board of Directors, mandatorily appoints a Vice-Chairman
from among the non-executive members".
Therefore, the adopted structure of the Board of Directors meets the conditions and definitions
of the Law and is considered to be functional and adequate, both in terms of regulatory
compliance and in terms of flexibility and effectiveness in the exercise of the respective
responsibilities, without considering that a risk arises from the above deviation.
4. According to Clauses 2.3.1., 2.3.2., 2.3.3., 2.3.4. and 2.3.7. of the Code:
2.3.1. The Company has a framework for filling positions and succession of the members of the
Board of Directors, in order to identify the needs for filling positions or replacement positions and
to ensure the smooth continuity of the administration and the achievement of the Company's
purpose each time.
2.3.2. The Company ensures the smooth succession of the members of the Board of Directors by
gradually replacing them in order to avoid lack of management.
2.3.3. The succession framework shall take into account in particular the findings of the Board of
Directors’ evaluation in order to achieve the required changes in composition or skills and to
maximize the effectiveness and collective suitability of the Board of Directors.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
31
2.3.4. The Company also has a succession plan for the Chief Executive Officer. The preparation
of a sound succession plan for the CEO is entrusted to the nomination committee, which in this
case ensures that:
• identification of the required qualitative characteristics that the person of the CEO should have,
• continuous monitoring and identification of potential internal candidates,
• where appropriate, search for possible external candidates;
• and liaise with the Chief Executive Officer regarding the evaluation of candidates for his position
and other senior management positions". 2.3.7. The Board of Directors establishes a nomination
committee, which has the primary role in the process of nominating candidates, in the design of
a succession plan for the members of the Board of Directors and the top management.
Also, Clause 3.3.2. of the Code provides that:
"3.3.2 "The Board of Directors ensures for the company the appropriate succession plan, for the
smooth continuity of the management of the company's affairs and decision-making after the
departures of its members, especially executive and committee members".
➢ Deleting a deviation and justification thereof:
The Company, in the context of its compliance with Law 4706/2021 and Circular 60/18.9.2020 of
the Hellenic Capital Market Commission, by decision no. 47/25.6.2021 of the General Meeting of
its shareholders, approved the Suitability Policy of the members of the Board of Directors, which
was subsequently amended by the decision of the Board of Directors dated 30.11.2022 (1st
Amendment of the Suitability Policy) and by the decision of the Board of Directors dated
25.05.2023 (2nd Modification of the Suitability Policy).
Also, with the minutes of the Remunerations and Nominations Committee dated 29.11.2024 and
the 844/13.12.2024 minutes of the Board of Directors, the approval of the Succession Policy and
Procedure of the Members of the Board of Directors took place. The above Policy and Procedure
provide for the succession of the members of the Board of Directors and the Chief Executive
Officer.
Therefore, there is no reason to foresee and justify a relevant deviation (explain), in view of the
Company's compliance with terms 2.3.1., 2.3.2. and 2.3.3. of the Code, regarding the existence
of a replacement and succession plan for the members of the Board of Directors and the Chief
Executive Officer. However, the Company does not have a succession plan for senior management
in accordance with clause 2.3.7., given its small size and its constant cooperation with its top
management. The Company is oriented towards the future update of the Succession Policy and
Procedure of the Members of the Board of Directors, so that Senior Executives are included.
8. Clauses 2.4.3. and 2.4.4. of the Code provide for the following:
"2.4.3. The remuneration of the executive members of the Board of Directors and the company's
senior executives is linked to the size of the Company, the complexity of its action, the extent of
their responsibilities, their degree of responsibility, the corporate strategy, the objectives of the
company and their realization, with the ultimate goal of creating long-term value for the company.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
32
The process for developing a remuneration policy is characterized by objectivity and transparency.
The additional remuneration of the members of the Board of Directors should be linked to the
achievement of certain objectives and should be conditional or justified on the financial results of
the company on the basis of its annual financial statements.
2.4.4. The additional remuneration of members of the Board of Directors who participate in
committees for reasons of transparency and information is shown separately in the remuneration
report, but also in their approval by the general meeting".
➢ Deviation and Justification:
The Company has not provided in the Remuneration Policy it has adopted, nor does it grant the
members of the Board of Directors additional remuneration related to the achievement of certain
objectives or remuneration which depends on or is justified by the financial results of the
Company based on its annual financial statements. Similarly, no additional remuneration is
provided for and granted to the members of the Board of Directors for their participation in other
committees. The members of the Board of Directors, in this capacity, receive fixed remuneration,
which is determined by the Remunerations and Nominations Committee to correspond to the
financial situation of the Company and the market conditions, taking into account various factors,
such as the specific duties of each member, the need to allocate the time required for their
execution, etc. Members of the Board of Directors who are connected to the Company by an
employment relationship, receive remuneration and benefits only on the basis of this relationship.
No risk arises from the above deviation.
9. Clause 2.4.10. of the Code provides for the following:
2.4.10. The Board of Directors reviews and links the remuneration of executive members to ESG
and sustainable development indicators that could add long-term value to the company. In this
case, the Board of Directors shall ensure that these indicators are relevant and reliable and
promote the proper and effective management of ESG and sustainable development issues."
➢ Deviation and Justification:
The Company has not linked the remuneration of the executive members of the Board of Directors
to the indicators related to ESG and sustainable development issues, given that stable
remuneration is paid, based on the prevailing general economic conditions, as well as the financial
situation of the Company.
It is noted that the Company is not yet obliged - due to its size - to publish non-financial
statements, in accordance with Regulation 2014/95/EU and Law 4548/2018. However, in view of
the entry into force of Law 5164/2024, in accordance with the provision of article 14 par. 1 c)
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
33
1
thereof, the Company will start in 2025 the preparation for the collection of the necessary data
for the preparation of the sustainability report.
In addition, it is noted that in the context of the Policy and Procedure of the Succession Plan, the
following has been included in the "Board Composition Skills Matrix" as a distinct
selection/evaluation criterion for the candidate members of the Board of Directors: "ESG expertise
| Experience in ESG issues". It is considered that the risk of the above deviation is insignificant.
10. Clauses 3.3.3., 3.3.4. and 3.3.5. of the Code provide for the following:
3.3.3 The Board of Directors annually assesses its effectiveness, the fulfilment of its tasks and its
committees.
3.3.4 The Board of Directors collectively, as well as the Chairman, the Chief Executive Officer and
the other members of the Board of Directors are evaluated annually in terms of the effective
performance of their duties. At least every three years, this evaluation is facilitated by an external
consultant.
3.3.5 The evaluation process is chaired by the President in cooperation with the nomination
committee. The Board of Directors also evaluates the performance of its Chairman, a process that
is chaired by the nomination committee."
➢ Elimination of Deviation and Justification:
The Company has a Policy & Procedure for the Evaluation of the Members of the Company's
Board of Directors and its Committees, pursuant to the No. 793/30.11.2022 decision of the Board
of Directors, in accordance with the provisions of Law 4706/2020, the principles of the Hellenic
Capital Market Commission, the Suitability Policy of the members of the Board of Directors,
adopted by the Company regarding the assessment of the suitability of the members of the Board
of Directors, as well as in accordance with the guidelines of the Hellenic Capital Market
Commission, as set out in the no. 60/18.09.2020 Circular.
The evaluation process is carried out on an annual basis internally (individual & collective
evaluation). The Chairman of the Board of Directors or the non-Executive Vice-Chairman presides
over the relevant process, assisting and cooperating with the Remuneration and Nominations
Committee, the Corporate Secretary and the Vice-Chairman of the Board of Directors. Also, every
three years, the evaluation of all the above persons and bodies is facilitated with the assistance
of an external consultant.
Therefore, there is no longer a deviation from terms 3.3.3., 3.3.4. and 3.3.5. of CGC. In 2025,
the company contracted with an external consultant to provide assistance in the evaluation
process of the Board of Directors and Committees, with 2024 as the reference year, given that
1
Article 14 par. 1 c) of Law 5164/2024: "c) For the financial years starting from 1 January 2026: ca) in small and medium-
sized enterprises as defined in par. 4 and 5 of article 2 of Law 4308/2014, which are entities of public interest of par. l) of
article 2 of Law 4548/2018, and are not very small businesses, as defined in par. 2 of article 2 of Law 4308/2014".
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
34
the current one is the third evaluation carried out by the company (the first evaluation was carried
out in 2023 with reference year 2021-2022).
8. In clauses 5.1. and 5.6. of the Code, the following are provided, in accordance with
the provision of article 14 par. 3l of Law 4706/2020 and Article 151 of Law 4548/2018:
"MANDATORY PROVISION
5.1 Among other things, the Company's rules of operation include the sustainable development
policy followed by the Company, where required. […]
5.6 The Company adopts and implements a policy on ESG and sustainable development issues
(Sustainability Policy)
➢ Deviation and Justification:
According to the first subparagraph of par. 1 of article 151 of Law 4548/2018:
"1. Large Sociétés
Anonymes which are entities of public interest, within the meaning of Annex A of Law 4308/2014,
and which, at the balance sheet date, exceed the average number of five hundred (500)
employees during the financial year, include in the management report a non-financial statement
containing information, to the extent necessary for the understanding of the development, the
performance, position and impact of its activities, in relation to, at least, environmental, social
and labour issues, respect for human rights, the fight against corruption and corruption-related
issues. [..]»
Initially, it was provided that the Company, due to its size, does not fall under the
conditions for its application of the above provision, which leads to the obligation to adopt a
sustainable development policy. Therefore, a deviation from clause 5.1 of the Code was
introduced, since the Company's Rules of Operation was not required to include its sustainable
development policy. The Company's Board of Directors, reviewing the provisions of Law
5164/2024, intended to take the appropriate steps within 2025 for the adoption of the ESG
Agenda and the appropriate preparation of the Company on ESG and sustainable development
issues, in view of the obligation to prepare sustainability reports with the first reference year in
2026 and the year of publication of the 1st sustainability report in 2027.
It should be noted that in the meantime and after the adoption by the EU of the Omnibus Package,
the Company no longer falls within the scope of the companies that are required to prepare
sustainability reports.
IV.c. With its minutes no. 866/25.07.2025, the Board of Directors adopted the 2021 CGC,
specifying the following deviations therefrom. The following deviations concern the period from
25.07.2025 to 31.12.2025:
1. According to terms 2.2.15 and 2.2.16 of the CGC:
"2.2.15. The company shall ensure that the diversity criteria relate beyond the members of the
Board of Directors to top and/or senior management with specific gender representation targets,
as well as timetables for achieving them.
2.2.16. The selection criteria for the members of the Board of Directors shall ensure that the
Board of Directors, collectively, can understand and manage issues related to the environment,
social responsibility and governance (ESG) within the framework of the strategy it develops."
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
35
➢ Deviation and Justification:
The Company has adopted a Policy on Diversity, Equality and Inclusion and has taken actions to
inform, train and raise awareness among its staff. It strictly applies the provisions of the current
legislation regarding the percentage of gender representation in the Board of Directors. However,
it does not include specific quantitative targets for gender representation and timetables for
achieving them, by way of derogation from Article 2.2.15. of CGC, on the one hand because the
employment rates of women, especially in managerial positions and positions of responsibility in
the Company, are already very high, and on the other hand because it is particularly difficult to
set measurable quantitative targets.
As regards Article 2.2.16. of the CGC, which stipulates that the Board of Directors, collectively,
can understand and manage issues related to the environment, social responsibility and
governance (ESG), it is noted that the existence of experience in ESG issues has been included
in the Policy and Procedure of the Succession Plan in the "Board Composition Skills Matrix" as a
distinct selection/evaluation criterion for candidate members of the Board as follows: «ESG
expertise | Experience in ESG issues". In addition, the Suitability Policy, as approved by the
decision of the General Meeting dated 19/06/2025, includes the criteria and the selection process
of the members of the Board of Directors, in compliance with the minimum percentages for the
balanced representation of the sexes in the Board of Directors, in accordance with articles 3A and
3B of Law 4706/2020. In particular, the participation of the underrepresented gender in the Board
of Directors of the Company must not be less than twenty-five percent (25%) of the total number
of its members, in accordance with the provision of article 3A par. 2, which was added by article
5 of Law 5178/2025.
However, the above criteria have not been implemented, since the issue of selecting a new
member of the Board of Directors has not arisen since their adoption. It is considered that the
above deviation poses an insignificant risk to the Company.
2. According to Clauses 2.2.21., 2.2.22. and 2.2.23. of the CGC:
"2.2.21. The Chairman shall be chosen by the independent non-executive members. In the event
that the Chairman is chosen by the non-executive members, one of the independent non-
executive members is appointed, either as a Vice-Chairman or as a Senior Independent Director.
2.2.22. The independent non-executive Vice-President or the Senior Independent Director, as the
case may be, shall have the following responsibilities: to support the Chairman, to act as a liaison
between the Chairman and the members of the Board of Directors, to coordinate the independent
non-executive members and to lead the evaluation of the Chairman.
2.2.23. Where the Chairman is executive, the independent non-executive Vice-President or the
Senior Independent Director shall not replace the Chairman in his executive duties.'
➢ Deviation and Justification:
In accordance with the current Articles of Association of the Company (article 12), the Board of
Directors elects a Chairman, who is an executive, a non-executive Vice-Chairman and an
executive Vice-Chairman. In the event that the Chairman is absent or prevented from exercising
his duties, he/she is replaced as Chairman of the Board of Directors, in his/her non-executive
duties by the non-executive Vice-Chairman and in his/her executive duties by the Executive Vice-
Chairman, in case of absence or impediment of these, by another member of the Board of
Directors in a corresponding capacity, who will be specially determined by the Board of Directors.
The above regulations cover the provision of paragraph 2 of article 8 of Law 4706/2020,
according to which:
"In the event that the Board of Directors, by way of derogation from par. 1, appoints as Chairman
one of the executive members of the Board of Directors, mandatorily appoints a Vice-Chairman
from among the non-executive members".
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
36
Therefore, the adopted structure of the Board of Directors meets the conditions and definitions
of the Law and is considered to be functional and adequate, both in terms of regulatory
compliance and in terms of flexibility and effectiveness in the exercise of the respective
responsibilities. No risk arises from the above deviation.
3. Clauses 2.4.3 and 2.4.4 of the CGC provide for the following:
"2.4.3. The remuneration of the executive members of the Board of Directors and the company's
senior executives is linked to the size of the Company, the complexity of its action, the extent of
their responsibilities, their degree of responsibility, the corporate strategy, the objectives of the
company and their realization, with the ultimate goal of creating long-term value for the company.
The process for developing a remuneration policy is characterized by objectivity and transparency.
The additional remuneration of the members of the Board of Directors should be linked to the
achievement of certain objectives and should be conditional or justified on the financial results of
the company on the basis of its annual financial statements.
2.4.4. The additional remuneration of members of the Board of Directors who participate in
committees for reasons of transparency and information is shown separately in the remuneration
report, but also in their approval by the general meeting".
➢ Deviation and Justification:
The Company has not provided in the Remuneration Policy it has adopted, nor does it grant to
the members of the Board of Directors additional remuneration related to the achievement of
certain objectives or remuneration, which depends on or is justified by the financial results of the
Company based on its annual financial statements. Similarly, no additional remuneration is
provided or granted to the members of the Board of Directors for their participation in other
committees. The members of the Board of Directors, in such capacity, receive a fixed
remuneration, which is judged by the Remunerations and Nominations Committee to correspond
to the financial situation of the Company and the market conditions, taking into account various
factors, such as the specific duties of each member, the need to allocate the time required for
their execution, etc. Members of the Board of Directors who are linked to the Company by an
employment relationship, receive remuneration and benefits only on the basis of this relationship.
No risk arises from the above deviation.
4. Clause 5.6. of the CGC provides for the following:
"
5.6 The Company adopts and implements a policy on ESG and sustainable development issues
(Sustainability Policy)"
➢ Deviation and Justification:
According to mandatory condition 5.1. of the CGC, the Company's Rules of Operation include,
inter alia, the sustainable development policy followed by the Company, where required. By
virtue of the first paragraph of par. 1 of article 151 of Law 4548/2018, the Company, due to its
size, does not fall under the conditions for the application of the above provision, which leads to
the obligation to adopt a sustainable development policy. Therefore, clause 5.1 of the Code does
not apply, given that the Company's Rules of Operation was not required to include its sustainable
development policy. For the same reason, there is no obligation to draw up a Sustainability
Policy, in accordance with clause 5.6 of the Corporate Governance Code.
The Company's Board of Directors, reviewing the provisions of Law 5164/2024, as well as the
recent provisions of Directive (EU) 2025/794 of 14.04.2025 amending Directives (EU) 2022/2464
and (EU) 2024/1760 as regards the dates from which Member States must apply certain
sustainability reporting requirements by companies and due diligence requirements ("Stop the
clock Directive"), has initiated the necessary actions in 2025 in cooperation with an external
consultant, in order to proceed with the timely preparation and preparation of the sustainability
reports, in accordance with the current legislative framework.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
37
With the no. 866/25.07.2025 minutes, the Board of Directors had declared a deviation from terms
2.3.4 and 2.3.7 of the Corporate Governance Code, as, although it had an established succession
framework for its members and the CEO, by virtue of the minutes of the Remunerations and
Nominations Committee dated 29.11.2024 and no. 844/13.12.2024 minutes of the Board of
Directors, which approved the Policy and Procedure for the Succession of the Members of the
Board of Directors, had not drawn up a comprehensive and standardized succession plan.
With the no. 873/27.11.2025 minutes of the Board of Directors, following the recommendation
of the Remunerations and Nominations Committee dated 27.11.2025, a succession plan of the
members of the Board of Directors and the Company's top management executives was
approved, therefore, the relevant deviation is deleted from the corporate governance statement.
V. Description of the main features of the internal control and risk management
systems of the Company and its Subsidiaries regarding the process of preparing
financial statements
An internal control system is defined as all the procedures implemented by the Board of Directors,
the Management and the rest of the Company's personnel, in order to ensure the effectiveness
and efficiency of the company's operations, the reliability of the financial information aimed at
the preparation of the financial statements and the compliance with the applicable laws and
regulations. Among other things, it includes the monitoring of financial information, the evaluation
and improvement of risk management and internal control systems, as well as the verification of
compliance with the statutory policies and procedures as defined in the Company's Internal Rules
of Operation and applicable legislation.
The Cypriot subsidiary "AS Company Cyprus Ltd" in the fiscal year 2025 entered its tenth year of
operation (it was established in May 2016) and the internal control and risk management systems
are currently exercised on a case-by-case basis by the Company's executives or external partners
who assist the Management of the Subsidiary. It is noted, however, that, by the decision of the
Board of Directors of the Company dated 30.10.2025 (No. 871/30.10.2025 minutes of the Board
of Directors), a decision was taken for the cessation of operation, dissolution and liquidation of
the subsidiary company in Cyprus "AS Company Cyprus Ltd" and the implementation of the
decision is expected to be completed within the current year 2026.
The Romanian subsidiary "AS KIDS TOYS S.R.L." in the fiscal year 2025 formally entered its eighth
year of operation (its substantial activity began in the fourth quarter of 2018). The internal control
and risk management systems are currently exercised on a case-by-case basis by the Company's
executives or external partners who assist the Management of the Subsidiary.
The accounting services of the two subsidiaries have been outsourced to local partners, who are
supervised by the Chief Financial Officer and the accounting department of the Parent Company
on a monthly basis.
The Company and the Subsidiaries apply the following control and verification procedures for the
preparation of the financial statements:
• The Accounting Department makes periodic reconciliation of receivables, liabilities, cash
and short-term investment accounts
• Unified budgets for the following year are prepared and approved by the Board of
Directors of the Company in cooperation with the directors of the subsidiaries.
• Summary statements of profit and loss and financial position are prepared each month
on the basis of IFRS and uniform accounting applications and audits
• Subsidiaries shall submit the six-month and annual statement of financial position and
statement of profit and loss and total income in accordance with specific closing and audit
procedures
• The Accounting Department carries out the consolidation entries on the basis of IFRS.
• The Financial Statements of the Company and the Group are audited by independent
auditors, whose work is monitored by the Audit Committee and cooperates with them.
The draft Financial Report of the Board of Directors is reviewed and checked by the Audit
Committee, which in turn makes a relevant recommendation to the Board of Directors of
the Company for its approval.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
38
• There are safeguards related to the security of the information systems used and classified
access to data, according to the hierarchical level and the tasks of the user.
• The Auditors communicate regularly with the Management and the Audit Committee, as
well as the Audit Committee with the Chief Financial Officer and the Head of the Internal
Audit Unit.
• The Board of Directors confirms the fulfilment of the independence requirements of the
independent members of the Board of Directors on at least an annual basis and in any
case before the publication of the annual financial report.
• It should be noted that according to the provisions of no. 844/13.12.2024 minutes of the
Board of Directors and the minutes of the Audit Committee dated 13.12.2024 apply
revised auditing standards of the subsidiaries that require closer cooperation between the
auditing firm that audits the parent company and the auditors of the subsidiaries, which,
according to the auditors of the parent company, was implemented in 2025.
There are safeguards at the corporate level that are applied, on the one hand, by the Management
of each Group Company with regard to the performance of corporate operations, and on the
other hand by the Audit Committee of the Company with regard to the Internal Control System
based on the Internal Rules of Operation.
The Board of Directors constantly reviews and, in any case, at least once a year, the corporate
strategy for the main business risks, as well as the internal control systems it implements, in
cooperation with the Audit Committee.
Furthermore, in any case of transaction between related parties, including the transactions of its
subsidiaries with such parties, the Board of Directors receives all necessary information from its
competent executives, as the case may be, in order to safeguard the interests of the Company
and its shareholders.
VI. Information required in accordance with Article 10(1), points (c), (d), (f), (h) and
(i) of Directive 2004/25/EC of the European Parliament and of the Council of 21
st
of April 2004, regarding takeover bids, provided that the Company is subject to
said directive.
The Company does not fall within the scope of the above Directive.
VII. Information on the operation of the General Meeting of shareholders and its basic
powers, as well as a description of the rights of the shareholders and the manner
in which they are exercised.
Mode of operation of the General Meeting
The General Meeting of the Company's shareholders (hereinafter referred to as the "GM")
convenes under the terms of Law 4548/2018 and the Company's Articles of Association, which
are published in its current form on the website of the https://www.ascompany.gr/ and in the
General Commercial Registry.
The Board of Directors prepares and publishes draft decisions in a timely manner and ensures
the careful preparation and smooth conduct of the General Meeting. In this context, it facilitates
the effective exercise of the rights of shareholders, who can easily and in the foreseen ways be
informed about the issues related to their participation in the GM, including agenda items and
their rights. The General Meeting is the forum where all the necessary information and
clarifications are provided, in the context of a substantive dialogue between Management and
the shareholders. The Company shall post on its website at least twenty (20) days prior to the
General Meeting (with the exception of repetitive or equivalent to it) information regarding:
• The date, time and place of the General Meeting,
• the basic rules and practices for participation, including the right to put items on the
agenda and to ask questions, as well as the time limits within which these rights can be
exercised;
• the voting procedures, the conditions of proxy representation and the forms used for
proxy voting;
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
39
• 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 candidate members of the Board of Directors, the justification of their
proposal and the detailed CVs of the candidates, which include in particular information
about their current or previous activity, as well as their participation in management
positions of other companies or their participation in other boards of directors and
committees of the Boards of Directors of legal entities. (if there is an issue of electing
members),
• The determination of the eligibility criteria of the candidate members of the Board of
Directors (if there is an issue of the election of new members), in accordance with the
Company's suitability policy, and, if the candidate is proposed for election as an
independent member of the Board of Directors, the fulfillment of the conditions set out
in article 9 of Law 4706/2020, the recommendations of the Board of Directors and the
Nomination Committee and the determination of the eligibility criteria of the candidate
members of the Board of Directors, by the Board of Directors itself and
• the total number of shares and voting rights on the date of the meeting.
• any other element required by the applicable Legislation and/or the EC, within the
framework of its competences.
At least the Chairman of the Board of Directors, the Vice-Chairmen, the Chief Executive Officer,
the Chairman of the Audit Committee, the Chairman of the Remuneration Committee, the Internal
Auditor and the Statutory Auditor shall be present at the General Meeting, in order to provide
information and updates on issues within their competence, which are put up for discussion, and
on questions or clarifications requested by the shareholders. The Chairman of the General Meeting
ensures that sufficient time is allocated for the submission of questions by the shareholders and
the fullest possible answer to them.
Basic powers of the GM
The General Meeting is the supreme body of the Company and is competent to decide on all the
Company's affairs. Its decisions bind all shareholders and absentees or dissenters.
The General Meeting is exclusively competent to decide on all matters provided for in paragraph
1 of article 117 of Law 4548/2018 (including amendments to the articles of association), subject
to the exceptions listed in paragraph 2 of the same article.
Shareholders' rights and ways of exercising them
Any shareholder who appears in this capacity in the records of the entity in which the Company's
securities are held is entitled to participate and vote in the General Meeting. The exercise of these
rights does not imply the freezing of the beneficiary's shares or the observance of a similar
procedure. Shareholders who have the right to participate in the General Meeting may be
represented in it by a person they have legally authorized. Each share provides all the rights
provided by the Law as in force from time to time, as well as the Company's Articles of Association.
The Company provides through its website templates for the appointment of a representative.
Shareholders are informed with the Invitation of each General Meeting about their rights and how
to participate in it.
VIII. Information on the composition and operation of the Board of Directors
Suitability Policy of the members of the Board of Directors
The Company has a suitability policy for the members of the Board of Directors, which includes
all the provisions of article 3 of Law 4706/2020. The current policy was approved by the minutes
of the Board of Directors no. 861/15.05.2025 of the Company and, subsequently, by the ordinary
General Meeting of the Company on 19.06.2025. The Remunerations and Nominations Committee
monitors the implementation of the suitability policy, examines its content on an ongoing basis
and makes proposals to the Board of Directors, in accordance with the special practice of the CGC
3.3.7.
The policy, as in force, is published on the Company’s website https://ir.ascompany.gr/el/etairiki-
diakyvernisi/politikes-kanonismoi/politiki-katallilotitas-ton-melon-tou-d-s/
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
40
General principles regarding the selection, replacement or renewal of the term of
office of the members of the Board of Directors, in accordance with the Suitability
Policy
1. The Board of Directors has a sufficient number of members and an appropriate composition.
2. The Company seeks to staff the Board of Directors with persons of ethics and reputation.
3. Board members must have the skills and experience required based on the duties they
undertake and their role on the Board, while at the same time they have sufficient time to
perform their duties.
4. When selecting, renewing the term of office and replacing a member of the Board of
Directors, the assessment of individual and collective suitability is taken into account.
5. Prospective members of the Board of Directors know, among other things, as far as possible,
before assuming the position, the culture, values and general strategy of the Company.
6. The Board of Directors and the Remunerations and Nominations Committee monitor on an
ongoing basis the suitability of the members of the Board of Directors, in particular in order
to identify, in the light of any relevant new event, cases in which it is deemed necessary to
re-evaluate their suitability. In particular, a reassessment of suitability is carried out in
particular in the following cases: a) when doubts arise regarding the individual suitability of
the members of the Board of Directors or the suitability of the composition of the body, b)
in case of a significant impact on the reputation of a member of the Board of Directors, c)
in any case of occurrence of an event that may significantly affect the suitability of the
member of the Board of Directors, including the independence of independent members,
and cases in which members do not comply with the Company's Conflict of Interest Policy.
In any case, and in addition to the above-mentioned cases, the suitability of the members
is examined annually, through the evaluation process, which takes place within the first
quarter of each financial year.
7. According to par. 3 of article 9 of Law 4706/2020, the Board of Directors reviews, on an
annual basis per financial year, and prior to the publication of the annual financial report,
the fulfilment of the independence requirements of its independent non-executive members
and the relevant finding is contained in the Corporate Governance Statement. In
accordance with the current Suitability Policy, approved by the decision of the Board of
Directors dated 15.05.2025, the independent members sign a declaration of independence,
which examines the fulfillment of the conditions of independence and disclosure of any
dependency relationships of the independent non-executive members of the Board of
Directors and the persons who have close ties with them, in accordance with article 9 of
Law 4706/2020. In the event that at any time it is ascertained, by a competent body, that
the conditions have ceased to be met in the person of an independent member, the Board
of Directors shall take the appropriate actions to replace him.
8. The Board of Directors identifies as early as possible the needs for filling positions or
replacing its members and, in cooperation with the Remunerations and Nominations
Committee, prepares a relevant succession plan, in order to ensure the smooth continuity
of the administration and the achievement of the company's purpose each time. The
succession plan takes into account the findings of the evaluation of the Committee and the
Board, in order to achieve the required changes in composition or skills and to maximize
the effectiveness and collective suitability of the Board
9. With the no. 844/13.12.2024 minutes of the Board of Directors, following the
recommendation of the Remunerations and Nominations Committee dated 29.11.2024, a
Procedure and Policy for the succession of the members of the Board of Directors was
approved, which was updated with the no. 873/27.11.2025 minutes of the Board of
Directors, following the recommendation of the Remunerations and Nominations Committee
dated 27.11.2025; during the same meeting, the succession plan of the members of the
Board of Directors and the Company's senior management executives was also approved.
10. The Suitability Policy includes a detailed reference to the criteria of individual and collective
evaluation, as well as diversity.
Composition of the Board of Directors
The Board of Directors exercises the administration and management of corporate affairs for the
benefit of the Company and all its shareholders, ensuring the implementation of the corporate
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
41
strategy and the fair and equal treatment of all shareholders, including minority shareholders and
foreigners. It is competent to decide on any issue concerning the Company, except for those for
which the General Meeting of shareholders is competent according to the Law or the Articles of
Association.
The Company is governed, in accordance with its Articles of Association, by a Board of Directors,
which consists of at least seven (7) to a maximum of eleven (11) members. A legal entity may
also be appointed as a member of the Board of Directors, which is obliged to appoint a natural
person for the exercise of its powers, as a member of the Board of Directors. The members of
the Board of Directors are elected by the General Meeting of the Company's shareholders for a
term of three (3) years.
The General Meeting may also elect alternate members in the event of resignation or death of
the persons elected by it or for any other reason they have lost their status as members of the
Board of Directors. If no substitute member has been elected and the position of a Director
remains vacant due to death, resignation for any reason, forfeiture or legal incapacity, the
remaining Directors may, provided that there are at least three (3), elect a temporary replacement
to fill the vacancy for the term of office remaining in the replaced Director. The decision of the
election is made public and announced by the Board of Directors at the next General Meeting,
which may replace the elected members, even if no relevant item has been mentioned on the
agenda. If the above supplementary election of a director by the Board of Directors is not
approved, the General Meeting immediately elects another Director.
The current Board of Directors consists of eight (8) members, four executive and four non-
executive. Of the non-executive members, three (3) are independent, meeting the requirements
set by Law 4706/2020 on Corporate Governance.
The persons who currently make up the Board of Directors of the company are the following:
1. Efstratios Andreadis of Konstantinos, executive member of the Board, Chairman of the
Board of Directors and Chief Executive Officer.
2. Anastasia Andreadou née Angelos Kozlakidis, Executive Member of the BoD, Executive
Vice Chairman of the BoD
3. Apostolos Petalas of Dimitrios, independent non-executive member of the BoD, Non-
Executive Vice-Chairman of the BoD,
4. Theodora Koufou of Dimitrios, executive member of the Board of Directors
5. Konstantinos Andreadis of Efstratios, - executive member of the Board of Directors
6. Athanasios Chrysafidis of Paschalis, independent non-executive member of the Board of
Directors
7. Georgios Vletsos of Christos, independent non-executive member of the Board of
Directors
8. Theofilos Mechteridis of Ioannis, non-executive member of the Board of Directors
The term of office of the Board of Directors, as provided for in the articles of association and set
by the General Meeting of 19.6.2025, is three years and expires on 19.06.2028, and is
automatically extended until the convening of the Annual Ordinary General Meeting of the year
2028, if it takes place after 19.06.2028.
The Board of Directors was formed into a body after its election (Minutes No. 864/19.6.2025).
With the minutes of the Board of Directors dated 875/08.01.2026, the Board of Directors was
constituted into a body and powers of representation were granted. The existing composition of
the Company's Board of Directors meets the requirements of article 3A par. 2 of Law 4706/2020,
as added by Article 5 of Law 5178/2025, regarding the balanced representation of genders in the
Board, given that the participation of the underrepresented gender in the Board amounts to 25%
of the total members of the Board. The operation of the Board of Directors is assisted by a
Company Secretary. By decision of the Company's Board of Directors on 16.11.2021, Mrs.
Dionysia Chaikali has assumed the duties of Corporate Secretary of the Company's Board of
Directors and its Committees as of 17.11.2021.
Short CVs of the members of the Board of Directors, Corporate Secretary and senior
executives
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
42
Members of the Board of Directors and Committees
1) Efstratios Andreadis, Chairman of the Board of Directors, Executive Member and
Chief Executive Officer.
He was born in 1957 in Vienna, Austria. He studied Mathematics at the Universita Degli Studi Di
Perugia in Italy and is fluent in English and Italian. He has over 30 years of experience in the
trade and toy industry, holding the position of Executive Chairman and CEO of the Company. As
a co-founder of the Company together with Mrs. Anastasia Andreadou in 1990, he led its
establishment as a leading Greek company in the design, production and distribution of toys,
while envisioning and leading its expansion into international markets, through strong
partnerships with well-known brands. He is recognized in the business community for his strategic
approach, innovation, and commitment to product differentiation and safety.
2) Anastasia Andreadou, Executive Vice President of the Board of Directors and
Executive Member.
She was born in 1950 in Thessaloniki and studied Accounting. She has been active in the field of
commerce since 1982. Together with the Chairman of the Board of Directors, Mr. Efstratios
Andreadis, they founded "AS Company SA" in 1990. Since then, she has been actively involved
in the management of the Company, with executive duties and from the position of Vice Chairman
of the Board of Directors. Since the establishment of the Company, she has contributed decisively
to its strategic development in Greece and abroad, as well as to its financial stability, in order to
become a pioneer in the field of production and distribution of toys in the Greek and international
market. Her professional experience focuses on managing financial operations, specializing in
strategic financial management, budgeting, cost control, and ensuring long-term sustainability.
She has managed the preparation of financial reports and compliance with accounting standards
at local and international level, while she has undertaken initiatives that have improved the
Company's operational performance. At the same time, she actively participated in the
development of the Company's product portfolio and the promotion of the corporate brand in
new markets. She speaks fluent English, thus having the ability to operate in the international
business environment. Her strategic thinking, business insight, and dedication have been
instrumental in the Company's success.
3) Apostolos Petalas, Non-Executive Vice-Chairman of the Board of Directors and
Independent Non-Executive Member of the BoD, Chairman of the Audit Committee
and the Remunerations and Nominations Committee.
He was born in 1961 in Soufli, Evros. He holds a degree in Business Administration from the
University of Piraeus, certified in special programs in Leadership, Executive Management,
Economic and Strategic Analysis in the internal training system of Colgate Palmolive and PepsiCo
in the USA. From 1985 to 1990 he worked at Colgate Palmolive in various areas of Financial
Services. From 1990 to 1999 he held managerial positions in the Financial Sector of PepsiCo and
until 2007 he was President and CEO of PepsiCo in Greece. From 2007 to 2023 he was an
executive member of the Board of Directors and CEO of the listed "Fourlis Holdings S.A.", a Fourlis
Group Holdings company. Since 2023 he has been the General Manager of the Hellenic
Supermarket Association. He served as Vice President of the Association of Senior Business
Executives (ACEO) and until 2022 he was a Member of the Board of Directors of the Association
of Retail Companies of Greece (SELPE).
4) Theodora Koufou, Executive member of the Board of Directors & General Manager
Born in 1972 in the USA, she holds a BSc in Finance from New York University and a Master's
degree in Economics from Pace University. She has been working for the Company since
September 2001. She was appointed General Manager of the Company in July 2015. From
September 2001 to June 2015 she was the Company's Internal Audit Officer. Prior to joining the
Company, she had worked in the USA at John Kaldor USA, Angelika Films, etc. She holds the
position of manager of the subsidiary AS Kids Toys Srl in Romania. From the position of General
Manager of the Company, she has contributed decisively to the coordination of its operations and
its overall successful course.
5) Konstantinos Andreadis, Executive member of the Board of Directors
Born in 1980 in Thessaloniki, he received a BA in Business Administration from Kingston University
– ICBS (Bachelor Degree). He also holds an MA in Marketing Management from Middlesex
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
43
University. From 01.12.2004 to 30.09.2016 he worked in the Company's Sales Department, a
tenure that has provided him with a deep knowledge of customer-centric planning. Since 2016
he has focused on the management of subsidiaries, applying innovative approaches to the
market, building strong relationships with partners, and optimizing operational operations. From
25.05.2016 until today he holds the position of Director of the Company's subsidiary in Cyprus,
"AS Company Cyprus Ltd", while at the same time he holds the position of Country Manager of
"AS Kids Toys Srl" in Romania, where he contributes to the company's market penetration and
adapts strategies to local needs. In these roles, he guides strategies aimed at operational
excellence, increasing market share, and enhancing local brand awareness. With the strategic
thinking that distinguishes him and his many years of experience, he contributes to the further
growth and development of the Company internationally.
6) Athanasios Chrysafidis, Independent non-executive member of the Board of
Directors, member of the Audit Committee and the Remunerations and Nominations
Committee.
He was born in 1962 in Didymoticho. He is a graduate of Hunter College in New York and holds
a master's degree from the same institution. He has long-term experience in the field of financial
services and extensive knowledge on the capital market and corporate governance. From 2018
to 2025, he served as Non-Executive Chairman of the Board of Directors of the company "NBG
ASSET MANAGEMENT M.F.M.C" of NBG GROUP, while from 2015 to 2021 he was Chief Executive
Officer and Executive Member of the Board of Directors of the company "NBG SECURITIES S.A"
of NBG GROUP. From 2016 to 2021 he was a member of the Investment Committee of "NATIONAL
BANK OF GREECE", while in previous years he has worked in various managerial positions in
banking institutions and companies, in Greece and abroad (BANK OF ATTICA S.A., ERNST &
YOUNG, HELLENIC INVESTMENT Co., INTERBANK, BANKERS TRUST Co. New York). From 1998
to 2015 he worked as a Treasurer at BANK OF ATTICA S.A.
7) Georgios Vletsos, Independent non-executive member of the BoD, member of the
Audit Committee
He was born in 1985 in Thessaloniki. He studied Business Administration at the University of
Macedonia. He continued his studies in Applied Auditing and Accounting of the Institute for the
Education of Certified Public Accountants and received a master's degree in Banking and Finance
from the International Hellenic University. He worked for 8 years at the Auditing Company SOL
S.A. receiving the title of Certified Public Accountant. For the last 5.5 years he has been working
in the group of "Raidestos SA" in the Industrial Area of Sindos, Thessaloniki, as Chief Financial
Officer of the group, having under his supervision the financial strategy and financial management
of the group's companies in Greece and abroad. The companies of the "Raidestos" group have
as their object the wholesale trade in the agri-food sector and the provision of services in the
same sector. He has extensive knowledge of accounting principles in IFRS and Greek Accounting
Standards, tax legislation, international auditing standards and audit design in both the private
and public sectors. He has managed various special projects, including mergers, acquisitions,
conversions, and liquidations. He participates as a member of the Board of Directors of the
companies "K&N Efthymiadis SA", "KCB Agriscience BV", "BIOS AGROSYSTEMS S.A.", "VITRO
S.A." and "RAIDESTOS".
8) Theofilos Mechteridis, Non-Executive Member of the BoD, Member of the Audit
Committee and the Remunerations and Nominations Committee
He was born in 1966 in Thessaloniki. He studied at the School of Management and Economics
(SDO) of the Department of Business Administration of the Technological Educational Institute of
Kavala. He received his degree as a customs broker in 1989 and since then he has been practicing
this profession until today. He specializes in the import of toys and other related items and has
been cooperating as a customs broker with the Company for more than twenty-five years. He
has specialized experience in the processes of international transit trade, with a focus on the
import and distribution of toys, compliance with customs regulations and safety standards. He
has many years of experience in the field of transport and logistics, the provision of consulting
services on customs regulations and the optimization of import-export procedures. With his
knowledge and participation in critical committees, he contributes substantially to the
development of the Company. He is a Non-Executive Member of the Board of Directors of the
Company from 2009 until today, with active participation in the Audit and Remunerations and
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
44
Nominations Committees, contributing to the strategic guidance and supervision of the Company.
He is fluent in English, which allows him to collaborate effectively at the international level.
The independent non-executive members, as established by the Board of Directors in its decision
of 02/04/2026 , following the recommendation of the Remunerations and Nominations
Committee, retain their independence at the time of drafting this Decision, in accordance with
the independence criteria of Law 4706/2020, and have submitted relevant declarations of
independence to the Company.
In addition, by the same decision, the Board of Directors examined the annual Declarations of
Compliance of the members of the Board of Directors with the Company's Conflict of Interest
Policy and Procedure and investigated the capacity or position held by members of the Board of
Directors or the Audit Committee of the Company, at the same time in other companies, taking
into account the arising from this capacity, professional or personal commitments and conditions,
in particular any issues of independence and conflict of interest, in accordance with the approved
Suitability Policy and in conjunction with the relevant provisions of the legislation. It is noted that
the Statement of Compliance with the Conflict of Interest Policy and Procedure is resubmitted on
an annual basis, by the existing members of the Board of Directors, prior to the publication of the
annual financial report.
As can be seen from the above, the members of the Board of Directors have the skills, diversity
and experience required for the exercise of their duties and responsibilities and respond in
accordance with the provisions of the Suitability Policy, the Company's operating model and
strategy.
Corporate Secretary
Dionysia Chaikali
Mrs. Dionysia Chaikali is a lawyer, registered with the Thessaloniki Bar Association, a graduate of
the Law School of the Aristotle University of Thessaloniki and holds a master's degree in the field
of Public Law of the same School. She is a PhD candidate in Law at the Aristotle University of
Thessaloniki and speaks English, French and German. She has eight years of experience in the
operation of public limited companies and very good supervision of stock exchange legislation
and Corporate Governance. Since 2023 she has been a Certified Compliance Officer and since
2022 a certified DPO.
Senior Manager
Panagiotis Papaspyrou, Chief Financial Officer
He was born in 1960 in Athens. He studied at the University of Piraeus – Department of Business
Administration, at the University of Manchester U.K – Accounting & Finance and holds a Master's
degree from the University of Lancaster U.K – Accounting & Finance. He has worked as a Financial
Manager of companies in Greece and abroad for more than 20 years [Internal Auditor at Banque
Nacionalale de Paris, Nutricia (Dutch listed in baby food), IMI (English listed in the soft drink
dispenser sector), 3E (bottler of Coca Cola products) & Misko – Barilla (Italian company in the
food industry). Since 2000 he has been working as a financial-tax consultant in support of the
Financial Departments large enterprises. His professional cooperation with the Company began
in the year 2000.
Sultana Stroikou, Internal Auditor
Sultana Stroikou is an economist, a graduate of the University of Macedonia (BSc in Economics),
with more than 20 years of professional experience in the fields of accounting, corporate
compliance and internal audit. She has significant experience in the private sector, having worked
at AS Company S.A. in accounting and financial management positions, while since 2015 she has
also assumed the duties of Head of Corporate Announcements and Shareholder Service
Department. From 2020 until today, she holds the position of Internal Auditor at AS Company
S.A., with the main object of internal control, compliance and implementation of the corporate
governance framework. He has attended specialized training programs in internal audit and
corporate governance (Law 4706/2020) and has strong expertise in accounting and information
systems. At the same time, she has developed research activity with publications in international
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
45
scientific journals and participation in conferences in the fields of public economics and financial
markets.
The CVs of the members of the Board of Directors and the top management are posted on the
website of https://ir.ascompany.gr/el/etairiki-diakyvernisi/dioikitiko-symvoulio/simerini-synthesi/
company
Description of the main responsibilities of the Chairman of the Board of Directors and
Chief Executive Officer.
According to the existing composition of the Board of Directors into a body and the current
legislative and regulatory framework:
• Determines the items on the agenda and convenes the Board of Directors, ensures the
good organization of its work and directs its Meetings.
• Represents the Company in court and out of court.
• Exercises all the powers that belong to the Board of Directors by the statute and the Law
and do not require collective action, being able to delegate responsibilities to another
member by proxy.
As Chief Executive Officer, he monitors the implementation of the objectives and manages the
day-to-day affairs of the Company, always in accordance with the decisions of the General
Meeting and the Board of Directors, ensuring the smooth and effective operation of the Company.
Given that the Chairman of the Board of Directors of the Company is the Executive Chairman, Mr.
A. Petalas has been appointed as non-Executive Vice Chairman, in accordance with an expressly
permitted deviation from the CGC.
Members of the Board of Directors and main managers who hold shares of the
Company
On the date of drafting of the Corporate Governance Statement, the members of the Board of
Directors and main Executives who held shares issued by the Company are the following:
(a) Efstratios Andreadis, Chairman of the Board of Directors and Chief Executive Officer: holds
4.120.637 shares, representing 31,39289% of the Company's share capital.
(b) Anastasia Andreadou, Executive Vice Chairman of the BoD: holds 4.079.804 shares,
representing 31,08181% of the Company's share capital.
(c) Apostolos Petalas, Non-Executive Vice Chairman of the BoD, independent non-executive
member of the BoD: holds 65.000 shares, representing 0,4952% of the Company's share capital.
(d) Theodora Koufou, Executive Member of the BoD: holds 793 shares, representing 0,00604%
of the Company's share capital.
(e) Konstantinos Andreadis, Executive member of the BoD: holds 201.421 shares, representing
1,53452% of the Company's share capital.
(f) Athanasios Chrysafidis, son of Paschalis, independent non-executive member of the BoD: holds
20.000 shares, representing 0,15237% of the Company's share capital.
(g) Panagiotis Papaspyrou, Chief Financial Officer: holds 8.040 shares, representing 0,06125% of
the Company's share capital.
Table
Full Name
Capacity
Number of
Shares
1
Efstratios Andreadis
Chairman of the Board of
Directors, CEO
4.120.637
2
Anastasia Andreadou
Executive Vice President of the
Board of Directors
4.079.804
3
Apostolos Petalas
Non-Executive Vice-Chairman of
the Board of Directors
65.000
4
Theodora Koufou
Executive member of the Board
of Directors
793
5
Konstantinos Andreadis
Executive member of the Board
of Directors
201.421
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
46
6
Georgios Vletsos
Independent member of the
Board of Directors
Does not own
shares
7
Athanasios Chrysafidis
Independent member of the
Board of Directors
20.000
8
Theophilos Mechteridis
Non-executive member of the
Board of Directors
Does not own
shares
9.
Panagiotis Papaspyrou
Chief Financial Officer
8.040
10.
Sultana Stroikou
Internal Auditor
Does not own
shares
Conflict of Interest – Other Professional Commitments
The Company has adopted a Policy and Procedure for the Prevention and Treatment of Conflict
of Interest Situations, which was amended by the decision of the Board of Directors dated
17/03/2025. In accordance with the procedure applied by the Company, the members of the
Board of Directors notify the Chairman of the Board of Directors and the Remunerations and
Nominations Committee of any professional occupation outside the Company as well as any actual
and/or potential conflicts of interest of the same or related persons, before assuming their duties,
but also on an annual basis, before the publication of the annual financial report. The declarations
are evaluated by the Remunerations and Nominations Committee and then by the Board of
Directors.
In accordance with the above, as examined in the context of the meetings of the Remunerations
and Nominations Committee and the Board of Directors of the Company dated 02/04/2026, the
members of the Board of Directors have notified the Company of their following other professional
commitments (including significant non-executive commitments to companies and non-profit
institutions), which are as follows:
N/A
Name of the member of the Board
of Directors
Participation in companies, corporate management
bodies or committees of companies
1
Efstratios Andreadis
No
2
Anastasia Andreadou
BINGO LIMITED COMPANY OF FURNITURE AND
ELECTRONIC DEVICES/ BINGO E.E.
3
Konstantinos Andreadis
AS COMPANY CYPRUS LTD (subsidiary)
4
Apostolos Petalas
1) DREAM SEA NEPA
2) PALAIΟLEDIA SA (SOLAR PARK)
3) SUPERMARKET ASSOCIATION OF GREECE
4) NOVA CONSTRUCTIONS S.A.
5) HELLENIC RECYCLING GUARANTEE SYSTEM
S.A. ("DRS HELLAS S.A.")
5
Theophilos Mechteridis
No
6
Athanasios Chrysafidis
No
7
Georgios Vletsos
1) RAIDESTOS SA
2) BIOS AGROSYSTEMS M.ABEE
3) VITRO HELLAS S.A.
4) K&N Efthymiadis SA
5) KCB Agriscience BV
8
Theodora Koufou
1) AS KIDS TOYS SRL
2) WORLDTRADE T&E SINGLE MEMBER P.C.
According to the above, the Chairman of the Board of Directors does not participate in another
Board of Directors of a listed company and none of the other members of the Board of Directors
(executive, non-executive and independent non-executive) held a position on the Boards of
Directors of more than five (5) listed companies and companies not affiliated with the Company
during the fiscal year 2025.
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
47
Declaration of annual review of the fulfilment of the independence requirements of
the independent non-executive members of the Board of Directors
In accordance with par. 3 of article 9 of Law 4706/2020, the Board of Directors examines the
fulfilment of the independence requirements of its independent non-executive members. In this
context, the three (3) existing independent members of the Board of Directors, Messrs.
Athanasios Chrysafidis, Georgios Vletsos and Apostolos Petalas, were invited and signed
Statements, according to which they state that, at the time of drafting this Decision, meet the
independence criteria of the law, as detailed in the signed statement, which is part of the
company's Suitability Policy. At its meeting on 02/04/2026, the Remunerations and Nominations
Committee, in cooperation with the Legal Department and the respective relevant departments
of the Company, proceeded to ascertain the truth of the content of the above statements, based
on the files and data made available to them.
The Board of Directors, after taking into account the above recommendation of the
Remunerations and Nominations Committee dated 02/04/2026, regarding the review of the
fulfilment of the independence criteria of the existing three (3) independent members of the
Board of Directors Messrs. Apostolos Petalas, Athanasios Chrysafidis and Georgios Vletsos, with
its decision of 02/04/2026, found in accordance with the provisions of par. 3 of article 9 of Law
4706/2020, that at the time of drafting this document, all the conditions of par. 1 and 2 of article
9 for the characterization of all the above members of the Board of Directors as independent.
XIII. Mode of operation of the Board of Directors
The Board of Directors meets at the headquarters of the Company or the branch maintained by
the Company in Attica, or anywhere in Greece or abroad, in accordance with the terms of the
Law, the Articles of Association and its Rules of Operation, as well as by teleconference. It is
convened by the President or his deputy, or whenever at least two (2) of the councillors request
it.
The Board of Directors may, by special decision taken by a simple majority of its Members who
are present and/or represented, delegate part of its responsibilities, including the power of
representation and commitment of the Company, even from those assigned to its members by
the minutes of the formation into a body of the Board of Directors, with the exception of those
exercised collectively, to third parties, members or non-members of the Board of Directors,
determining at the same time in the above decision the extent of the above assignment.
The Board of Directors has a quorum and meets validly if half (1/2) plus one of the Directors are
present or represented in it. In order to find the quorum number, the fraction that may arise is
omitted. The Board of Directors decides validly by an absolute majority of the Directors who are
present in person or are represented, except in cases for which an increased majority is provided
for in the Articles of Association or in the Law. In case of a tie, the vote of the Chairman of the
Board of Directors prevails. In case of personal issues, the Board of Directors decides by secret
ballot. Each director has one vote, while when he represents an absent director he/she has two
(2) votes. A Director who is absent from a meeting for any reason is entitled to be represented
by another Director, but in no case can a member of the Board represent more than one Directors.
In 2025, the Company's Board of Directors held thirty-one (31) meetings. The following table lists
the participations of each member in the meetings of the Board of Directors:
Member
Participation in
meetings
Efstratios Andreadis, President & Director. Consultant, Executive Member
31
Anastasia Andreadou, Vice-Chairman, Executive Member
31
Theodora Koufou, executive member
31
Athanasios Chrysafidis, independent non-executive member
31
Georgios Vletsos, independent non-executive member
31
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
48
Apostolos Petalas, independent non-executive member
31
Konstantinos Andreadis, executive member
31
Theofilos Mechteridis, non-executive member
30
According to the above, all the members of the Board of Directors participated in all its meetings,
except for the member Mr. Theofilos Mechteridis, who did not participate in one of them. In
particular, he did not participate in the meeting of the Board of Directors on 12.01.2025 (minutes
of the Board of Directors no. 846/12.01.2025), given that the issue under discussion concerned
him (approval of a contract for the provision of customs broker services with the Company).
The independent non-executive members of the Board of Directors held a joint meeting and
submitted to the regular General Meeting of 2025 the report dated 22/05/2025, in accordance
with article 9 par. 5 of Law 4706/2020, which concerns the period from the previous
corresponding Report of the independent members (27/05/2024) and until the date of its drafting,
i.e. on 22/05/2025.
IX. Information on the composition and operation of the Audit Committee
The Company, in compliance with the requirements of Law 4449/2017, as a Company listed on
the Stock Exchange ("Public Interest") has an Audit Committee, which is a Committee of the
Board of Directors, consisting of four (4) members of the Board of Directors, of which three (3)
are independent Non-Executive Members and one (1) Non-Executive Member. The regulation of
the Audit Committee is published on the website of the Company
https://ir.ascompany.gr/el/etairiki-diakyvernisi/epitropes-dioikitikou-symvouliou/epitropi-
elegchou/.
The Audit Committee of the Company consists of the following members of the Board of Directors:
(a) Georgios Vletsos, Independent Non-Executive Member of the BoD
(b) Athanasios Chrysafidis, Independent Non-Executive Member of the BoD
(c) Theofilos Mechteridis, Non-Executive Member of the BoD
(d) Apostolos Petalas, Independent Non-Executive Member of the BoD
The Committee consists of three members who have knowledge of accounting and/or auditing,
Mr. G. Vletsos, Mr. A. Petalas and Mr. A. Chrysafidis and its Chairman is the independent Vice
Chairman of the Board of Directors, Mr. A. Petalas.
The renewal of the term of office or the modification of the composition of the Audit Committee
is made by decision of the Board of Directors of the Company.
The term of office of the Audit Committee, as a Committee of the Board of Directors, follows the
term of office of the Board of Directors, as defined by the General Meeting of 19.06.2025, and is
three years, expires on 19.06.2028, and is automatically extended until the convening of the
Annual Ordinary General Meeting of the year 2028, if it takes place after 19.06.2028.
The Audit Committee, among other things, monitors and supervises the conduct of the Internal
Audit by the Internal Audit Service, cooperates with the Company's auditors and evaluators and
proposes its proposals to the Board of Directors.
The Audit Committee meets on a regular basis at least 4 times a year, after the completion of the
quarterly Internal Audit Reports, as well as extraordinarily, if the circumstances arise. Two
meetings are held before the publication of the half-year and annual financial statements. During
the meetings, the findings of the audit work of the statutory auditors, the bodies of the
supervisory authorities and the Internal Auditor are evaluated and utilized.
The Audit Committee is convened by its Chairman. The Committee meets and has a quorum when
at least three (3) of its Members are present. Decisions are taken by a majority of its members.
In a separate chapter of the Annual Financial Report of the Board of Directors of the Company,
in accordance with the relevant instruction of the Hellenic Capital Market Commission (prot. no.
427/21.02.2022 – question 13), the Report of the Activities of the Audit Committee to the Annual
General Meeting of the shareholders of the year 2026, which was approved on 07.04.2026 at a
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
49
meeting of the Audit Committee, is included. This Report also includes the details of the meetings
of the Committee held during the year 2025.
X. Information on the composition and operation of the Remunerations and
Nominations Committee
The Remuneration Committee of the members of the Board of Directors was established by
decision of the Board of Directors of the Company in December 2019, based on the decision of
the extraordinary General Meeting of 18.12.2019. With the same decision of the General Meeting,
its Rules of Operation were also approved. With the decision of the Board of Directors of the
Company dated 16.7.2021, the Committee also assumed the role of the Nomination Committee
and was renamed to Remuneration and Nominations Committee and on the same day the Rules
of Procedure were approved by the Board of Directors of it. On 30.11.2022 with the no. 793
minutes of the Board of Directors, the Rules of Procedure of the Remunerations and Nominations
Committee (2nd edition) were amended again. The Committee consists of three non-executive
members of the Board of Directors, the majority of whom are independent. An independent non-
executive member of the Board of Directors is also its Chairman. The Commission's Regulation is
published on the website of the https://ir.ascompany.gr/el/etairiki-diakyvernisi/epitropes-
dioikitikou-symvouliou/epitropi-elegchou/
The current Remunerations and Nominations Committee was appointed by virtue of the no.
864/19.06.2025 minutes of the Board of Directors and consists of the following members:
a) Apostolos Petalas, Independent Non-Executive Member of the BoD & Chairman of the Audit
Committee
b) Athanasios Chrysafidis, Independent Non-Executive Member of the Board of Directors
c) Theofilos Mechteridis, Non-Executive Member of the Board of Directors
The term of office of the Remunerations and Nominations Committee follows the term of office
of the Board of Directors and expires on 19.06.2028, and is automatically extended until the
convening of the Annual Ordinary General Meeting of the year 2028, during which a new Board
of Directors will be elected, if it takes place after 19.06.2028.
The Remunerations and Nominations Committee has the responsibilities mentioned in its Rules
of Procedure (see link above).
Activities of the Remunerations and Nominations Committee
During the fiscal year 2025, the Commission held eleven (11) meetings.
Members
Participation in meetings
Apostolos Petalas, independent non-executive member
11
Athanasios Chrysafidis, independent non-executive member
11
Theofilos Mechteridis, non-executive member
10
According to the above, all the members participated in all the meetings of the Committee, except
for one in which Mr. Mechteridis did not participate, given that it concerned the proposal to the
Board of Directors for the approval of a service contract between the Company and himself.
In addition to the meetings/teleconferences, there were also telephone communications between
the members, whenever deemed necessary.
At those meetings, inter alia, the Committee:
- Reviewed and approved the signing of a contract with a related party (non-executive member
of the Board of Directors) and made a relevant proposal to the Board of Directors.
- Selected an external evaluator to assist in the work of the annual process of individual and
collective evaluation of the Board of Directors, the Chairman & CEO and the General Manager, as
well as the Committees, in accordance with the special practice CGC 3.3.4, according to which at
least every three years the evaluation is facilitated by an external consultant.
- Headed the annual individual and collective evaluation process of the Board of Directors, the
Chairman & CEO and the General Manager, as well as the self-evaluation of the Remunerations
and Nominations Committee, in collaboration with the external evaluator. At the same time, it
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
50
reviewed the Policy and Procedure for the evaluation and the relevant questionnaires, with the
assistance of the external evaluator. The evaluation took place in the first quarter of 2025, with
2024 as the reference year, and on 31.03.2025, the Committee met to present the results of its
evaluation and self-evaluation and to discuss and decide on the submission of proposals or action
plans to the Board of Directors, while on the same day the above results were also presented to
the Board of Directors of the company.
- Reviewed the annual declarations of conflict of interest and declarations of independence and
made a recommendation to the Board.
- Approved a draft of the annual remuneration report for the year 2024 and expressed an opinion
to the Board of Directors, in view of the Ordinary General Meeting of the year 2025.
- Made a proposal to the Board of Directors for the advance payment of the remuneration of the
members of the Board of Directors for the year 2025.
- Made a proposal to the Board of Directors regarding the determination of the method of payment
of the remuneration of the members of the Board of Directors and the method of payment of the
bonus to the Company's executives for the fiscal year 2025, in the context of the implementation
of the decisions of the Ordinary General Meeting of 19.06.2025.
- Approved an Annual Continuous Training Program for the members of the Board of Directors
for the year 2026.
- Approved the succession plan and the Succession Policy and Procedure of the Members of the
Board of Directors and the Senior Executives, submitting a relevant proposal to the Board of
Directors.
Report on the Remuneration of the members of the Board of Directors
The Remunerations and Nominations Committee prepares a clear and comprehensible
Remuneration Report, which presents a summary of the remuneration paid to the members of
the Board of Directors during the previous financial year, as required by Law 4548/2018. The
Remuneration Report is then submitted for discussion to the regular General Meeting, as a
separate item on the agenda. The vote of the shareholders regarding the Remuneration Report
is advisory and the Board of Directors must explain in the next Remuneration Report, the way in
which the result of the Shareholders' vote was taken into account. In accordance with the
procedure described above, the remuneration report for 2024 was submitted and approved by
the Annual General Meeting of 2025 and further published on the Company's website.
Additionally, the 2025 remuneration report will be submitted for discussion at the 2026 Annual
General Meeting, ensuring that the report is prepared and published in accordance with the
requirements of applicable law.
XI. Diversity policy in administrative, management and supervisory bodies
The Members of the existing Board of Directors have experience covering a relatively wide age
range (ages from 40-75 years old) while at the same time most of them have studied abroad.
They actively contribute to the work of the bodies as they have multifaceted experience in areas
related to the business object of the Company and the Group such as trade, import/export,
finance, accounting and audit procedures.
The Board of Directors of the Company elected by the General Meeting of 19.06.2025 consists of
six (6) men and two (2) women (75% and 25% respectively). The Audit Committee and the
Remunerations and Nominations Committee are made up of men only.
The Company makes an effort to ensure that the Members of the Board of Directors and the
Audit Committee have high professional training and experience, a high level of education and
organizational and administrative skills, having experience and tenure in similar positions.
According to the provision of article 5 of Law 5178/2025, which introduced article 3A par. 2 in
Law 4706/2020, the participation of the underrepresented gender in the Board of Directors should
not be less than 25% of the total members of the Board of Directors. In the case of a fraction,
the percentage is rounded to the nearest whole number. Based on the existing composition of
the Board of Directors, the Company meets the requirements of Law 4706/2020, as amended by
Law 5178/2025, regarding the balanced representation of the Boards of Directors
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
51
The Company and the Group do not consider gender as a criterion and factor that may in any
way influence the selection or participation of a person in any body or position in the Company,
a fact that is reflected in its Rules of Operation, as well as in the policies and regulations that
accompany it as annexes. The aim is to add other representatives of the underrepresented gender
to the Board of Directors or to the Committees in the future, in accordance with the needs of the
Company and the Group in general, but this is not an end in itself. In any case, the relevant legal
provisions are strictly observed.
As far as the underrepresented gender is concerned, in addition to the Executive Vice President
and Executive Member of the Board of Directors, Ms. Anastasia Andreadou, the Executive Member
of the BoD, Ms. Theodora Koufou, holds the position of General Manager of the Company, as well
as that of the Manager of the subsidiary in Romania, "AS KIDS TOYS S.R.L". Managerial positions
in the Company are held by 3 other women, one Director and two heads of departments. Women
have also been assigned the duties of Internal Auditor and Compliance Officer.
In any case, after the entry into force of Law 5178/2025 and in particular of article 3B thereof,
the publication of the guidelines by the Hellenic Capital Market Commission, in accordance with
article 17 par. 1 of Law 5178/2025, so that an update of the selection criteria can take place.
XII. Evaluation of the Company's Internal Control System by an independent
evaluator.
According to the no. 1/891/30.9.2020 decision of the Hellenic Capital Market Commission, the
evaluation of the ICS is carried out either periodically or on a case-by-case basis. Periodicity is
defined as the period of time between two consecutive evaluations and which is determined at
three (3) years starting from the reference date of the last evaluation. In this regard, the external
assessment of the company's internal control system (ICS) was completed by the auditing firm
KPMG in March 2023, with a reference date of 31 December 2022 and a reference period from
the entry into force of Article 14 of Law 4706/2020, i.e. July 2021.
According to the previous "Report on the Evaluation of the Adequacy and Effectiveness of the
Internal Control System" dated 31.03.2023, which was sent to the Board of Directors of the
Company and to the HCMC by the evaluating company KPMG, it is concluded that the evaluator
did not report anything that could be considered as a material weakness of the Company's ICS,
in accordance with the Regulatory Framework. The findings, which do not constitute material
weaknesses, have been recorded in the detailed evaluation report. The Company, after receiving
the report, proceeded to gradually comply with all the findings of the above audit.
By decision of the A.C. dated 29/10/2025, the Company assigned the Assessment of the Adequacy
and Effectiveness of the Internal Control System it implements, to the company "Grant Thorton",
for the period from 01/01/2023 to 31/12/2025 and with reference date 31.12.2025.
According to the "Summary Report on the Assessment of the Adequacy and Effectiveness of the
Internal Control System" dated 23.03.2026, sent to the Board of Directors of the Company and
to the HCMC on 27.03.2026 by Mrs. Moustaki, Certified Public Accountant of Grant Thornton,
regarding the assessment of the adequacy and effectiveness of the Company's ICS, with a
reference period from 01.1.2023 to 31.12.2025 and a reference date of 31.12.2025, it did not
come to the attention of the evaluator anything that could be considered as a material weakness
of the Company's ICS in accordance with the Regulatory Framework.
XIII. Evaluation of the Corporate Governance System.
In accordance with paragraph 1 of article 4 of Law 4706/2020 and the letter no. 604/05.03.2024
of the Hellenic Capital Market Commission, the Board of Directors defines and supervises the
implementation of the corporate governance system of provisions 1 to 24 of Law 4706/2020,
monitors and evaluates periodically every three (3) financial years its implementation and
effectiveness, taking the appropriate actions to address deficiencies. According to paragraph 1 of
article 13 of Law 4706/2020, 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 suppression of conflicts
of interest;
AS COMMERCIAL INDUSTRIAL COMPANY OF COMPUTERS AND TOYS S.A.
Annual Financial Report of the fiscal year from 1 January 2025 to 31 December 2025
52
c) adequate and effective mechanisms for communication with shareholders to facilitate the
exercise of their rights and active dialogue with them (shareholder engagement);
d) remuneration policy, which contributes to the Company's business strategy, long-term interests
and viability.
Based on the above, in March 2025, the company completed the external evaluation of the
company's Corporate Governance System (CGS) in collaboration with the auditing firm Grant
Thornton, with a reference date of December 31, 2024 and a reference period from the entry
into force of article 14 of Law 4706/2020, i.e. July 2021 to 31.12.2024. The above work of Grant
Thornton did not reveal any material weaknesses in the Company's Corporate Governance
System.
In order for the periodicity of the two audits (the Internal Control System and the Corporate
Governance System) to be synchronized and carried out from now on within the same year, by
the decision of the AC dated 29/10/2025, it was decided to conduct an external audit of the
Internal Control System with reference date 31.12.2025 and evaluation period of 1.1.2023 –
31.12.2025, as well as of the Corporate Governance System with reference date of 31.12.2025
and period 1.1.2025 –31.12.2025.
The Board of Directors, in the context of its obligations arising from par. 1 of article 4 of Law
4706/2020, assigned to Grant Thornton S.A. the assessment of the adequacy and effectiveness
of the Company's Corporate Governance System.
According to the "Summary Report on the Evaluation of the Adequacy and Effectiveness of the
Corporate Governance System" dated 23.03.2026, sent to the Board of Directors of the Company
by Mrs. A. Moustaki, Certified Public Accountant of Grant Thornton, it is concluded that based on
their work performed, as described in the paragraph "Scope of Work Performed", as well as the
evidence obtained, regarding the assessment of the adequacy and effectiveness of the
Company's CGS, with reference date 31.12.2025, the evaluator did not notice anything that could
be considered as a material weakness of the Company's CGS in accordance with the obligations
arising from the Applicable Criteria. The findings, which do not constitute material weaknesses,
have been recorded in the detailed evaluation report. The Company, after receiving the report,
began the gradual compliance with the findings of the above audit.
XIV. Evaluation (individual – collective) of the Board of Directors, Chairman and CEO,
General Manager and Self-Evaluation of Board Committees with the assistance of an
external evaluator.
Brief description of the Evaluation Process of the Board of Directors and its
Committees
The evaluation process of the Company's Board of Directors and its Committees is structured in
individual and collective evaluation, as well as self-evaluation of the committees, while every
three years it receives an external evaluation from an independent third party.
Regarding the Individual Evaluation of the Chairman of the Board of Directors & Chief Executive
Officer and the General Manager:
The Chairman of the Board of Directors & the Chief Executive Officer is self-evaluated through a
questionnaire and is evaluated by the members of the Board. The final evaluation is made by the
Non-Executive Vice President, who provides feedback.
The General Manager is evaluated by the Chairman and the members of the Board of Directors,
following a similar procedure.
The results of the above evaluations are then examined by the Remunerations and Nominations
Committee, which submits them to the Board of Directors for evaluation and utilization at each
level.
Regarding the Collective Evaluation of the Board of Directors:
It is held annually, as well as when there are substantial changes in the composition of the Board