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REG - Metlen Energy&Metals - Semi-Annual Financial Report 2025

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RNS Number : 4974Y  Metlen Energy & Metals PLC  09 September 2025

Table of Contents

 

I. Declaration by the persons responsible

II. Board of Directors Interim Management Report

III. Independent Auditor's Report

IV. Interim Condensed Financial Information

1. Information about METLEN Energy & Metals

2. Additional information

2.1 Basis for preparation of the Interim Condensed Financial Information

2.2 Amended standards adopted by the Group

3. Segments

4. Property, plant and equipment

5. Intangible assets

6. Contract balances

7. Inventory

8. Trade and other receivables

9. Issued capital

10. Dividends

11. Financial assets and financial liabilities

12. Provisions

13. Trade and other payables

14. Alternative Performance Measures

15. Capital management

16. Financial Income/expenses

17. Earnings per share

18. Cash Flows from operating activities

19. Number of employees

20. Management remuneration

21. Related party transactions according to IAS 24

22. Contingent assets and contingent liabilities

23. Post - Balance sheet events

24. Approval of Interim Condensed Financial Information

 

 

 

The designees:

Evangelos Mytilineos, Chairman of the Board of Directors and Chief Executive
Officer

Spyridon Kasdas, Vice - Chairman A' of the Board of Directors (non-executive
member)

Dimitrios Papadopoulos, Executive Member of the Board of
Directors

 

CERTIFY

As far as we know

a. the Interim Condensed Financial Information (Consolidated and Separate) of
the Group and Company "METLEN Energy & Metals S.A." for the period from
01.01.2025 to 30.06.2025, drawn up in accordance with the applicable
accounting standards, present fairly the assets and liabilities, equity and
results of "METLEN Energy & Metals S.A.", as well as of the businesses
included in Group consolidation, taken as a whole

 

and

 

b. the enclosed report of the Board of Directors is fair, balanced and
understandable and reflects in a true manner the development, performance and
financial position of "METLEN Energy & Metals S.A." and of the businesses
included in Group consolidation, taken as a whole, including the description
of the principal risks and uncertainties.

 

 

Maroussi, 8 September 2025

 

 

The designees

 

 

                  Evangelos
Mytilineos
            Spyridon
Kasdas
                    Dimitrios Papadopoulos

 

 

 

 

 

 

 

          Chairman of the Board of Directors
   Vice - Chairman A' of the
         Executive Member of the

               and Chief Executive Officer
                  Board of
Directors
              Board of Directors

 

 

The current "METLEN Energy & Metals S.A." Board of Directors Interim
Report relates to the first half of 2025. It has been prepared in accordance
with the relevant provisions of law 3556/2007 (GGI 91A/30.04.2007) and the
executive Decision No. 8/754/14.04.2019 of the BOD of the Hellenic Capital
Market Commission , in order for the Company to comply with its obligations as
an entity listed on the Athens Stock Exchange as at the interim period end
date of 30 June 2025.

 

It must be noted that after the interim period end date of 30 June 2025,
"METLEN Energy & Metals PLC" (hereinafter called "METLEN PLC") acquired
all (100%) of the shares issued by the Company, pursuant to (i) the voluntary
share exchange tender offer that METLEN PLC submitted on 25 June 2025 in
accordance with Law 3461/2006, as in force ("Law 3461"), and (ii) the right of
squeeze-out exercised by METLEN PLC in accordance with Article 27 of Law 3461
and the decision 1/644/22.4.2013, as in force, of the Board of Directors of
the Hellenic Capital Market Commission (the "HCMC"), the process of which
completed on 29 August 2025.

 

As a result, METLEN PLC has become the direct parent of the Company and the
ultimate parent company of the Company's Group. METLEN PLC's share capital in
ordinary registered shares amounts today to €1,573,252,780.00 and is divided
into 143,022,980 ordinary registered shares, admitted to trading on (a) the
Main Market of the London Stock Exchange (the "LSE") and (b) on the Regulated
Securities Market of the Athens Exchange (the "ATHEX").

 

Following the aforementioned acquisition, the Company has submitted a written
request to the HCMC to approve the delisting of the Company's ordinary
registered shares from the Athens Exchange, in accordance with Article 17,
paragraph 5 of Law 3371/2005, as in force.

 

The report contains financial and non-financial information, as well as
information necessary for understanding the impact on issues relating to the
solvency of the Company, its subsidiaries and associated companies
(hereinafter called the 'Group' or "METLEN", jointly with the company) for the
first half of 2025. It also describes significant events that took place
during this period and their impact on the Interim Condensed Financial
Information report. Finally, it presents the significant transactions between
the Company and its related parties.

 

 

i.      The table below shows an analysis of the Group operational result
per sector as well as other items.

 

                                                 01.01-30.06.2025  01.01-30.06.2024  01.07-31.12.24  01.04 - 30.06.2025  01.01-31.03.2025
 Turnover                                         3,607.5           2,482.0           3,200.9         2,058.7             1,548.8
 Energy                                           2,916.3           1,988.2           2,583.5         1,688.4             1,227.9
 Metallurgy                                       479.6             412.0             445.1           251.7               227.9
 Infrastructure & Concessions                     211.7             81.9              172.3           118.6               93.1

 Group EBITDA                                     445.3             474.0             606.0           268.8               176.5
 Energy                                           288.5             322.4             430.9           197.1               91.4
 Metallurgy                                       129.5             142.1             154.7           58.4                71.1
 Infrastructure & Concessions                     31.2              12.2              37.5            17.8                13.4
 Other                                           (3.9)             (2.7)             (17.0)          (4.4)                0.6

 (-) Depreciation / Amortization                 (78.6)            (76.9)            (85.9)          (35.8)              (42.8)
 (+ - ) Net Financials                           (76.6)            (51.5)            (118.5)         (56.2)              (20.4)
 (+) Share of profit of associates                0.6               0.2               0.9             0.3                 0.3
 (-) Tax                                         (29.7)            (60.5)            (57.1)          (9.0)               (20.7)
 (-) Minoritiy Interest                          (7.3)             (3.3)             (12.9)          (2.9)               (4.4)

 Net Income attributable to parent Shareholders   253.8             281.9             332.6           165.3               88.5

 

ii.     The table below shows an analysis of cash flows and the change of
net debt for the period.

 

 

 (Amounts in mil €)                                                               01.01 - 30.06.2025
                       Group EBITDA                                               445
 (-)                   2024 Lead Items (Relates to operating activities of 2024)  (160)
 (-)                   Working Capital                                            (178)
                       Funds from operations                                      107
 (-)                   Tax                                                        (31)
 (-)                   Interest                                                   (65)
                       Operating Cash Flow                                        11
 (-)                   Maintenance Capex                                          (48)
 (-)                   Growth & Productivity Capex                                (416)
                       Free Cash Flow                                             (453)
 (-)                   Other Financial / Investment Cash Flows                    160
                       Net Debt Change                                            (293)

 

 

 

 

 

 

 

 

The inauguration of the new president of the United States was followed by
trade tensions and market volatility with global investors reacting cautiously
as new tariff policies and protectionist rhetoric unsettled supply chains.
Diplomatic relations with major economic partners, including China and the
European Union, entered a phase of realignment, raising uncertainty around
future trade agreements. The euro area experienced net inflows in capital
markets in various asset clashes, reflecting investor confidence in European
securities. In contrast, during 2025, the US dollar has become more volatile,
influenced by persistent inflationary pressures and market perceptions of the
Federal Reserve's commitment to maintaining its independence, which has
contributed to its weakening against the euro.

 

Geopolitical tensions have remained elevated throughout 2025, with the Middle
East conflict undergoing multiple phases-from temporary ceasefires to renewed
hostilities between the involved parties. Meanwhile, the Russo-Ukrainian war
continues unabated, despite early hopes for de-escalation. Consequently, the
energy landscape has experienced substantial volatility since the start of the
year, contributing to an inflationary environment-particularly in Europe,
where energy dependence remains a critical vulnerability.

 

The US maintained a restrictive monetary policy throughout the first half of
2025, with the labor market showing resilience and inflation remaining
slightly above target. In contrast, the European Central Bank (ECB) cut
interest rates for the third consecutive meeting amid growing concerns over
Europe's economic resilience and escalating downside risks to its growth
outlook. The Greek economy outperformed the broader Euro area, expanding by
2.2% in the first half of the year compared to 0.7% growth across the region.
This growth was driven by strong consumption buoyed by improving consumer
confidence, renewed investment, and a robust recovery in the tourism sector.
Steadily rising employment also contributed to a reduction in unemployment,
which fell to single-digit levels, reaching 8% as of July 2025.

 

The year 2025 has marked a turning point for METLEN, following a successful
share exchange offer that paved the way for a primary listing on the London
Stock Exchange, while retaining a secondary listing in Athens. This strategic
move embodies METLEN's long-term vision to broaden its international investor
base, improve liquidity, and align with global capital market standards.
Additionally, it reinforces our corporate structure and elevates our market
visibility, underpinning our growth objectives for the years ahead.

 

Earlier this year, Metlen hosted its Capital Markets Day at the London Stock
Exchange, where the company unveiled its medium-term growth strategy,
introducing new strategic pillars designed to enhance long-term value
creation. Key initiatives include a new gallium production line capable of
meeting Europe's entire demand, the development of Circular Metals-an
innovative process for recovering critical raw materials-and an ambitious
expansion into the defense sector through the establishment of new production
facilities.

 

In the first half of 2025, METLEN reaffirmed its strategic vision by
delivering robust financial performance and advancing pivotal initiatives
across key sectors. The Group demonstrated strong results in its Metals
division and accelerated growth within the Energy segment, where its
Renewables and Utility businesses, combined, achieved record-breaking
semi-annual performance-despite a one-off adverse impact from the M Power
Projects segment. By capitalizing on its operational excellence and leveraging
cross-sector synergies, METLEN adeptly navigated a challenging and volatile
market landscape while steadfastly pursuing its strategic expansion
objectives. The Company's integrated and synergistic business model has proven
exceptionally resilient in the face of ongoing macroeconomic pressures and
geopolitical uncertainty, enabling METLEN to secure critical strategic
partnerships and further solidify its leading position across both the Energy
and Metals industries.

Review per Sector

 

1.1.         Energy Sector

 

 amounts in m. €    H1 2025  H1 2024  Δ %
 Revenues           2,916    1,988    47%
 EBITDA             288      322      -11%
 Margins (%)                          Δ(bps)
 EBITDA             9.9%     16.2%    -632

 

Energy Sector reported a turnover of €2,916 million, representing 81% of the
company's total turnover. Earnings before interest, taxes, depreciation and
amortization stood at €288 million, reflecting an 11% decrease from €322
million in H1 2024.

 

 Energy Sector's split                 Sales                   EBITDA
 amounts in m. €                       H1 2025  H1 2024  Δ %   H1 2025  H1 2024  Δ %
 M Renewables                          989      623      59%   221      143      54%
 M Energy Generation & Management      595      379      57%   106      91       17%
 M Energy Customer Solutions           781      513      52%   41       58       -29%
 M Power Projects                      203      243      -17%  (132)    12       -
 M Integrated Supply & Trading         618      409      51%   52       18       195%
 Intersegment                          (269)    (179)    50%   -        -        -
 Total                                 2,916    1,988    47%   288      322      -11%

 

 RES - METLEN's Global portfolio            Power (GW)
 RES in Operation                           0.9
 RES Under Construction                     1.7
 RES RTB & Late stage of Development**      2.9
 RES Early Stage of Development             6.6
 Total                                      12.1

* Includes projects of all technologies (photovoltaic, energy storage, wind),
excluding the projects in Canada and also the projects that are included in
the deal with PPC

**Project ready to be Build (RTB) or that will reach RTB stage within the next
~ 6 months

 

As of the end of the first half of 2025, METLEN's mature and operational
portfolio reached 5.5 GW, representing a robust 15% increase compared to the
corresponding period in 2024. The Group's total global portfolio, excluding
the Canadian and PPC-related transactions, expanded to 12.1GW, reflecting a
year-on-year increase of approximately 1.5GW (14%). This figure also includes
a pipeline of early-stage development projects with a total capacity of 6.6GW.

 

Global electricity generation of the Group from renewable energy sources
amounted to 854GWh in H1 2025, marking a 35% increase year-on-year. Of this
total, 317GWh were generated from domestic (Greek) RES assets, with the
remaining 537GWh produced by international operations. This impressive
performance underscores METLEN's accelerating growth trajectory and its
expanding footprint in the global green energy landscape.

 

In line with its asset rotation plan strategy, METLEN proceeded with the sale
of projects totaling 788MW during the period (compared to 531MW in H1 2024),
with the majority of divestments comprising Chilean assets, and the remainder
located in Europe (Italy, Romania, and Bulgaria). These transactions reflect
the company's ongoing commitment to enhancing portfolio efficiency and capital
recycling.

 

Supported by a geographically diversified operating model and the successful
deployment of its asset rotation plan, METLEN continues to strengthen the
profitability of the M Renewables Segment. The Company leverages its extensive
international experience and strategic partnerships-operational across more
than 20 countries-while optimizing access to financing tools. As a result,
METLEN maintains a self-funded development model in the RES sector, ensuring
low financial leverage and a strong credit standing.

 

With regard to its domestic pipeline, in 2024 METLEN commenced construction on
0.4 GW of photovoltaic (PV) projects and 13 MW of wind projects, all supported
by resources from the Recovery and Resilience Facility (RRF). During H1 2025,
construction progressed on a further 0.3 GW of PV projects and an additional
48 MW of BESS capacity.

 

In the BESS segment, METLEN is actively expanding its project portfolio with
developments underway in Greece, Chile, Italy, Spain, and Romania, all
expected to become operational in the coming years. These projects are poised
to consolidate METLEN's leadership position in the energy storage space, which
is increasingly critical to enabling the global energy transition.

 

Furthermore, METLEN recorded significant momentum in third-party activities
during the period, reinforcing its position as a leading contractor in the
renewable energy sector. In H1 2025, new agreements were signed for PV
projects totaling 0.8 GW and BESS projects totaling 0.3 GW / 1.3 GWh, spanning
Greece, Chile, Bulgaria, and the United Kingdom. Additionally, PV and BESS
projects totaling 0.5 GW / 0.9 GWh are currently in the final stages of
contractual negotiation.

 

As of the close of the first half of 2025, METLEN's contracted backlog stood
at €654 million, with a further €201 million under advanced negotiation.

 

Greek Market Data - H1 2025

 

 Production per Unit type  TWh   H1 2025  H1 2024  H1 2025    H1 2024
                                                   % of mix   % of mix
 Lignite                         1.4      1.5      6%         6%
 Natural Gas                     10.7     9.0      43%        37%
 Hydros                          1.5      1.8      6%         7%
 RES(1)                          11.9     11.8     48%        48%
 Total Production                25.5     24.2     103%       99%
 Net Imports/(Exports)           -0.8     0.3      -3%        1%
 Total Demand                    24.7     24.5     100%       100%

(              1)Renewable Energy Sources

 

 METLEN Generation (TWhs)  H1 2025  H1 2024  Δ%
 Thermal Plants            4.2      3.9      7%
 RES                       0.3      0.3      -3%
 Total                     4.5      4.2      6%

 

The first half of 2025 marked a significant milestone in Greece's energy
landscape, as the country transitioned to becoming a net exporter of
electricity. This trend, which commenced in the second half of 2024, gained
further momentum with electricity exports reaching 0.8 TWh in H1 2025,
compared to 0.3 TWh of imports during the corresponding period in 2024. This
reflects an increase of over 5% in Greek electricity production year-on-year.
Within this context, METLEN recorded a power generation increase exceeding 6%
from both thermal and renewable energy sources (RES) units.

 

This development is poised to serve as a pivotal turning point in Greece's
energy strategy. Moving beyond a sole focus on meeting domestic demand, Greece
is now positioned to expand its role as a regional energy hub. This transition
enhances the country's strategic standing within the broader energy market,
paving the way for increased regional influence.

 

Looking forward, rising demand in neighbouring markets, coupled with ongoing
enhancements to export infrastructure, is expected to drive further growth and
expansion of domestic power production. These factors will continue to
underpin Greece's evolution into a leading energy exporter within the region.

 

The most pronounced increase in electricity generation compared to H1 2024 was
observed in natural gas-fired thermal plants, which rose c.18% to 10.7 TWh.
This growth accommodated the country's export requirements alongside weaker
hydropower and lignite production.

 

METLEN's portfolio of three Combined Cycle Gas Turbine (CCGT) plants and one
high-efficiency Combined Heat and Power (CHP) plant generated a total of 4.2
TWh in H1 2025, up from 3.9 TWh in the same period of 2024. This represents an
approximate 7% increase in the company's total thermal production. Notably,
METLEN's thermal generation accounted for roughly 39% of Greece's total
electricity output from natural gas-fired units.

 

 METLEN - Energy & Natural Gas Supply      Η1 2025   Η1 2024   Δ%
 Market share                              20.7%     16.7%     24%

 

Regarding the electricity supply activity, Protergia continues to solidify its
position in the retail market, with its electricity market share reaching
approximately 21% at the end of June 2025 (HEnEx market shares, including
Volterra's share), up from 16.7% at the close of H1 2024. Equally noteworthy
is METLEN's consistent ability to expand market share while maintaining robust
profitability, with margins sustained above the 5% threshold.

 

METLEN is progressing swiftly toward its strategic objective of capturing a
30% share of Greece's energy consumption, thereby establishing itself as an
integrated "green" utility with a growing international footprint. In pursuit
of this goal, METLEN aspires to become the "Utility of the Future"-an
integrated energy provider attuned to the demands of a transitioning energy
landscape. The operational synergy and coexistence between the Energy and
Metals Sectors considerably enhance the Company's overall integration and
operational flexibility.

 

These strengths enable the formulation of a stable and competitive pricing
policy, even amid significant market volatility. Protergia's pricing strategy
has maintained stable electricity rates for thirteen consecutive months since
last July, delivering competitive prices to consumers while fostering
innovation within the energy sector. Concurrently, Protergia's customer base
has expanded steadily, now approaching 711,000 meters, up from 580,000 at the
end of 2024.

 

Protergia is also reinforcing its presence in the Greek natural gas supply
market, having increased its market share to approximately 26% by the end of
June 2025, compared to 19.5% at the end of H1 2024. Beyond the Greek market,
METLEN has achieved substantial penetration in other Southeastern European
markets through natural gas supply and trading, in line with the company's
broader internationalization strategy. By maintaining significant natural gas
volumes, METLEN has emerged as a key regional player in the supply and trading
of natural gas across the Balkans and wider Southeastern Europe.

 

This accomplishment has enabled the Company to secure competitive natural gas
prices, the benefits of which are disseminated throughout METLEN's operations
via its synergistic business model. In the first half of 2025, the Company's
natural gas imports totalled 13 TWh, with METLEN accounting for approximately
37% of Greece's total natural gas imports.

 

 Power Projects METLEN           H1 2025
 Backlog of contracted projects  €1.0 billion

 

The M Power Projects Segment is steadily enhancing its international presence
by delivering projects that align with the Energy Transition and Sustainable
Development objectives.

 

By the close of H1 2025, the contracted project backlog reached €1.0
billion, with only c.10% attributable to domestic projects in Greece. The vast
majority of the portfolio is focused on foreign markets, predominantly the UK
and Poland, where significant expansion is anticipated. Furthermore, the
European Recovery Fund offers considerable growth potential, particularly for
Greece, which benefits from the highest allocation relative to its GDP among
participating countries.

 

During the first half of 2025, M Power Projects' performance was driven by
challenges encountered in the Protos project, where unforeseen issues
disrupted execution, resulting in increased costs and extended timelines
beyond initial expectations. Specifically, a major workplace third-party
accident played an important role in further exacerbating these disruptions,
causing substantial delays and multiple work stoppages. These challenges were
compounded by the bankruptcy of a key subcontractor and the subsequent
withdrawal of another from all its regional operations. In July, an updated
project timeline was agreed, the budget was carefully reassessed, and annual
losses were recorded following the conclusion of negotiations. The Company
continues to monitor and actively manage these issues and, consistent with its
prudent and transparent approach, has fully accounted for their financial
impact in the period's results and for the entire financial year 2025.

 

1.2.         Metals Sector

 

 amounts in m. €    Η1 2025   Η1 2024   Δ %
 Revenues           480       412       16%
 EBITDA             129       142       -9%
 Margins (%)                            Δ(bps)
 EBITDA             27,0%     34,5%     -749

 

                    Sales                     EBITDA
 amounts in m. €    Η1 2025   Η1 2024   Δ %   Η1 2025   Η1 2024   Δ %
 Alumina            104       84        23%   47        30        56%
 Aluminium          349       313       11%   74        108       -31%
 Other*             27        14        87%   8         4         108%
 Total              480       412       16%   129       142       -9%

* Includes manufacturing facilities

 

 Total Production Volumes (ktons)  H1 2025  H1 2024  Δ%
 Alumina                           426      431      -1.2%
 Primary Aluminium                 90       91       -0.6%
 Recycled Aluminium                28       29       -2.8%
 Total Aluminum Production         118      120      -1.1%

 

 Aluminium & Alumina Prices ($/t)      H1 2025  H1 2024  Δ%
 3Μ LME                                2,544.0  2,401.7  5.9%
 Alumina Price Index (API)             435.5    401.8    8.4%

 

Metals Sector reported turnover of €480 million, representing 13% of the
company's total turnover, posting a 16% increase on a year-on-year basis.
Earnings before interest, taxes, depreciation and amortization stood at €129
million, decreased by 9% compared to H1 2024.

 

During the first half of 2025, electricity costs rose significantly compared
to the same period in 2024. Since 2024, METLEN has been actively transitioning
its aluminium smelter's electricity supply toward greener sources by
increasing the share of RES in its mix. This strategy includes both developing
METLEN's own renewable assets and establishing long-term agreements with
third-party RES producers, with the goal of covering the vast majority of the
smelter's electricity needs. Looking ahead, the smelter is expected to benefit
from more stable electricity prices and significantly lower costs, as
renewables-particularly PVs-currently offer some of the most competitive
levelized costs of electricity (LCOE) in the market.

 

The average 3-month LME aluminium price for the first half of 2025 stood at
2,544$/t, marked by higher-than-average volatility, amid uncertainty over
tariffs and geopolitical developments.

 

During Q1 2025, prices trended upwards, surpassing $2,700/t, before dipping
below $2,300/t in early April. This decline was mainly driven indirectly by
trade war tensions and related tariffs, raising concerns about a potential
global economic slowdown. These fears, combined with a surplus in the primary
aluminium market during Q1, weighed on prices.

 

Prices began to recover in spring, following the initial easing of U.S.
tariffs. The market shifted into a deficit in Q2 2025, further supporting the
rebound. Additional factors bolstering the rally included a weakening U.S.
dollar and a sharp decline in available LME inventories. In June, the
U.S.-China trade agreement further boosted market sentiment, with the LME
3-month aluminium price closing Q2 around $2,600/t. Thanks to its effective
hedging strategy, the Metals Sector remained largely insulated from these
price fluctuations.

 

European aluminium billet and slab premia remained elevated in H1 2025,
averaging >$500/t. Over the past 18 months, premia have shown reduced
volatility, consistently trading within the $500/t-$600/t range-reflecting
sustained demand for European aluminium Value-Added Products (VAPs).
Persistently high energy and raw material costs across Europe have also
supported elevated premium levels, as producers seek to offset rising
production expenses.

 

In the first half of 2025, the average API alumina index price came in at
$435/ton, marking a slight increase compared to $402 per ton in H1 2024.
Prices were pushed higher in the second half of 2024 due to geopolitical
tensions, including heightened conflict in the Persian Gulf between Israel and
Iran, fears of a potential closure of the Strait of Hormuz, and uncertainty
stemming from the Guinean government's signals of reduced bauxite
availability. In 2025, global alumina supply rose, particularly from Asian
producers such as Indonesia and India, while demand remained subdued, putting
moderate pressure on prices.

 

The major new investment initiative-focused on expanding alumina production
capacity and establishing a state-of-the-art gallium production facility-is
advancing according to the planned timeline. The alumina expansion will
enhance the Company's vertical integration and supply chain security, while
the new gallium plant is set to tap into growing demand driven by emerging
technologies, including semiconductors and advanced electronics. Both
developments underscore METLEN's commitment to innovation, sustainability, and
long-term value creation.

 

1.3.         Infrastructure and Concessions Sector

 

 amounts in m. €    Η1 2025   Η1 2024   Δ %
 Revenues           212       82        159%
 EBITDA             31        12        155%
 Margins (%)                            Δ(bps)
 EBITDA             14.7%     14.9%     -18

 

The Infrastructure and Concessions Segment sustained performance in line with
management's projections, achieving more than a twofold increase in turnover
during the first half of 2025 compared to the corresponding period in 2024.
All projects are advancing smoothly and according to schedule. METKA ATE has
swiftly established a strong market presence, securing a substantial portfolio
of projects and proactively capitalizing on emerging opportunities within the
sector. By leveraging its technical expertise and strategic positioning, METKA
ATE is consolidating its role in the infrastructure domain and making a
meaningful contribution to the creation of long-term shareholder value.

 

As of the end of H1 2025, the outstanding infrastructure project backlog stood
at €1.1 billion, increasing to over €1.4 billion when including projects
at an advanced contracting stage. (Note: For projects executed through joint
ventures, only METKA ATE's proportional share is included.)

 

The key developments of the first half of 2025 include the contract signed, in
April 2025, with the Ministry of Infrastructure and Transport for the project
"Restoration of the Athens-Thessaloniki double railway line, from the exit of
Domokos station (km 288+600) to the entrance of Krannonas station (km
328+840), following the 'Daniel' and 'Elias' weather events". The project
budget amounts to €134,400,000 plus VAT. In May 2025, the TERNA-METKA joint
venture signed a contract with the Technical Chamber of Greece for the
Information System for the Delimitation of Watercourses, while during the same
month a contract was signed with the Olympic Athletic Center of Athens "Spyros
Louis" for the project "Static and Functional Restoration of the Roof
Structures of the Main Stadium and the Velodrome at OAKA". The budget is
€61,355,005.

 

The "Thessaloniki Inner Ring Road Upgrade (FlyOver)" PPP project, the "Upgrade
of the existing Proastiakos Railway Line of Western Attica", as well as
numerous other public and private projects, are progressing smoothly.

 

For H2 2025, METKA anticipates strengthening its figures through the
intensification of works on its existing backlog, the commencement of works on
contracts signed in the first half of 2025, as well as the signing of
contracts for which it is currently the preferred bidder.

 

In the medium term, the prospects of the construction sector in Greece are
particularly positive, both for public and private works, as well as for
Concession and Public-Private Partnership (PPP) projects, in which the
Infrastructure Sector (METKA ATE and M Concessions) has already begun to play
an important role. At present, several major infrastructure projects are at
various stages of tender, both as pure public works (e.g., extension of Athens
Metro Line 2, railway projects in Northern Greece) and as PPP projects (road
works, building works), in which METKA ATE, both independently and as the
construction arm of its affiliated M Concessions, aims to play a significant
role, delivering tangible results to its parent company.

 

Total impact on Group Sales and Group Results

 

Specifically, the effect on the Group's turnover, EBITDA and Net Profit during
the first half of 2025, compared to the first half of 2024, is presented
below:

 

A.            Sales

 Sales                  Group Total                       Energy  Metals  Infrastructure & Concessions      Group Total

 (Amounts in mil €)
 Sales H1 2024           2,482                            1,988   412     82                                2,482
 Intrinsic Effect        747         Volumes              272     2       -                                 274
                                     Renewables           372     -       -                                 372
                                     Projects             (40)    10      128                               97
                                     Other                -       2       2                                 4
 Market Effect           372         Organic €/$ eff.     (6)     (5)     -                                 (11)
                                     Organic €/£ eff.     0       -       -                                 0
                                     Prices & Premia      331     52      -                                 383
 Hedging                 7                                -       7       -                                 7
 Sales H1 2025           3,608                            2,916   480     212                               3,608

 

B.            Group EBITDA

 Group EBITDA           Group Total                           Energy  Metals  Infrastructure & Concessions      Other  Group Total

 (Amounts in mil €)
 Group EBITDA H1 2024   474                                   322     142     12                                (3)    474
 Intrinsic Effect       54           Volumes                  69      -       -                                 -      69
                                     Renewables               80      -       -                                 -      80
                                     Power Projects           (144)   4       16                                -      (123)
                                     Other                    4       23      3                                 (1)    29
 Market Effect          (56)         Premia & Prices          -       56      -                                 -      56
                                     Raw Materials prices     -       (15)    -                                 -      (15)
                                     €/$ rate effect          (1)     (4)     -                                 -      (6)
                                     €/£ rate effect          (0)     -       -                                 -      (0)
                                     Natural Gas Price        (91)    13      -                                 -      (78)
                                     CO(2)                    (1)     7       -                                 -      6
                                     RTBM / Day Ahead Market  80      -       -                                 -      80
                                     Net Energy Cost          (28)    (71)    -                                 -      (99)
                                     Other                    (0)     0       -                                 -      (0)
 Hedging                (28)                                  (1)     (27)    -                                 -      (28)
 Group EBITDA H1 2025   445                                   288     129     31                                (4)    445

 

C.            Net Profit after minorities

 (Amounts in mil €)                                  Energy  Metals  Infrastructure & Concessions      Other  Group Total
 Net Profit after Minorities H1 2024                                                                          282
 Effect from:
 Earnings before interest and income tax (EBIT)      (40)    (16)    29                                (3)    (30)
 Net financial results                                                                                        (25)
 Investments results                                                                                          0
 Minorities                                                                                                   (4)
 Income tax expense                                                                                           31
 Net Profit after Minorities H1 2025                                                                          254

D.            Sales and Earnings before interest, taxes,
depreciation and amortisation per Business Unit

 (Amounts in thousands €)    Energy
 Sales                       M Renewables  M Energy Generation & Management      M Energy Customer Solutions  M Power Projects  M Integrated Supply & Trading      Intersegment  Total
 01.01-30.06.2025             988,942       594,734                               781,376                      202,529           617,920                           (269,230)      2,916,271
 01.01-30.06.2024             623,154       379,495                               513,284                      242,825           408,689                           (179,212)      1,988,235
 EBITDA
 01.01-30.06.2025             221,184       105,989                               41,298                      (131,764)          51,749                             -             288,456
 01.01-30.06.2024             143,261       90,880                                58,289                       12,460            17,556                             -             322,446

 

*The Companies which are consolidated with equity method and own Renewable
Energy Units with capacity of 1,7MW are not included in the amounts of RES.

 

The Intersegment Eliminations concern the elimination of turnover of common
MWh between the activities "Power Generation'' and ''Electricity Supply''
which are part of the Energy sector of the Group.

 

 (Amounts in thousands €)    Metals
 Sales                       Alumina    Aluminium  Other     Total
 01.01-30.06.2025             103,625    349,139    26,788    479,552
 01.01-30.06.2024             84,350     313,300    14,300    411,950
 EBITDA
 01.01-30.06.2025             46,831     74,187     8,436     129,454
 01.01-30.06.2024             30,000     108,000    4,059     142,059

 

 

 (Amounts in thousands €)    Infrastructure & Concessions
 Sales                       METKA ATE  Concessions  Intersegment  Total
 01.01-30.06.2025             223,682    8,002       (20,004)       211,680
 01.01-30.06.2024             97,374     -           (15,513)       81,861
 EBITDA
 01.01-30.06.2025             30,534     675          -             31,209
 01.01-30.06.2024             12,762    (543)         -             12,219

 

 (Amounts in thousands €)
 Sales                       Other    Total
 01.01-30.06.2025             -        -
 01.01-30.06.2024             -        -
 EBITDA
 01.01-30.06.2025            (3,852)  (3,852)
 01.01-30.06.2024            (2,680)  (2,680)

 

The reconciliations of Alternative Performance Measures (APMs) to the most
directly reconcilable line item are included in Note 14.

 

 

 New Large-Scale Mining, Metallurgical, and Industrial Investment by METLEN for  METLEN Energy & Metals Secures Long-Term Strategic Agreements with Rio        METLEN strengthens its strategic presence in the Defense sector with new
 the development of an integrated production line for Bauxite, Alumina, and      Tinto in Bauxite and Alumina. Rio Tinto will supply bauxite over an 11-year   expansions at its industrial complex in Volos. METLEN has signed a preliminary
 Gallium                                                                         period (2027-2037) and METLEN will supply Rio Tinto with Alumina over an      agreement for the acquisition of a 19-acre property within the Volos A'

                                                                               8-year period (2027-2034) with an optional 3-year extension (2035-2037)       Industrial Zone, with industrial facilities covering 5,000 m2

                                                                                                                                                               METLEN in the Dow Jones Best-in-Class Emerging Markets Sustainability Index
                                                                                                                                                               and the S&P Global Sustainability Yearbook for the Third Consecutive Year

                                                                                                                                                               METLEN's investment in gallium production is officially included in the EU's
                                                                                                                                                               selected strategic projects for critical raw materials

 METLEN and Glenfarne seal landmark deal for Solar and Battery Energy Storage   METLEN signs 10-year PPA with Iliad to supply solar energy from two Italian  Jinko ESS and METLEN signed a Frame Agreement cementing their strategic
 Systems in Chile with total installed capacity of 588 MW and energy storage    plants. The plants will guarantee to iliad 20 GWh of clean electricity       partnership in utility-scale Battery Energy Storage Systems (BESS) of total
 capacity of 1,610 MWh                                                          annually                                                                     energy storage over 3GWh across Chile and European markets

 METLEN Hosted Capital Markets Day in London, Unveiling Strategic Roadmap
 Towards €2 Billion targeted Group EBITDA in the medium term and New Growth
 Pillars

 

 

 

Principal risks and uncertainties

 

METLEN Energy & Metals considers risk management an integral part of
business operations to identify risks and opportunities and ensure business
resilience. Enterprise risk management is integrated into our decision-making,
market analysis, and business continuity, enabling us to continuously identify
and assess existing and emerging risks and opportunities on a company and
business level.

 

An analysis of the principal risks that METLEN faces including the description
and potential threats of each risk are presented below.

 

Geopolitical risk: METLEN's activities, access to markets, and operational
continuity face potential disruptions stemming from various forms of political
instability, including terrorism, war, crime and social unrest. Such events
can undermine the stability of the regions in which METLEN operates, causing
delays in project execution, increased security risks, and heightened
operational costs. Furthermore, frequent changes in policies, regulations and
legislation, short-term changes in demand and/or trade requirements could
potentially impact key markets for METLEN's products, projects and services.

 

Moreover, ongoing geopolitical developments, such as military conflicts, trade
disputes, sanctions, and political disruption, can have an impact on METLEN.
These dynamics can disrupt business plans and investment decisions due to
increased uncertainty, fluctuating commodity prices, etc.

 

Macroeconomic risk: Through its business activities that expand in various
economies, METLEN is exposed to a wide range of macroeconomic trends and
factors that could potentially threaten its activities, financial stability
and long-term viability. METLEN could face negative impacts from various
macroeconomic pressures, such as significant reductions in customer spending,
delays in investment plans, and inflationary pressures that erode profit
margins by increasing the underlying cost base. Additionally, political
instability and aggressive monetary and fiscal policies could adversely affect
the achievement of METLEN's strategic objectives.

 

More specifically, a variety of macroeconomic indicators may alert the
business and financial targets, e.g. an increase in unemployment rates could
negatively affect demand/default rates in retail businesses, primary surplus
can have an impact on public investments and demand for infrastructure
projects, high interest rates may affect the overall financial goals of the
business since the interest rate increase aims to slow economic activity and
is likely to lead to lower demand for goods and services as well as to
increase the borrowing costs making credit and investment more expensive and
having an impact on the overall liquidity.

 

Energy supply risk: METLEN operations face potential risks stemming from high
energy prices and availability constraints caused by disruptions in the energy
market. These disruptions can arise from geopolitical tensions, supply chain
interruptions, or volatility in energy commodities, creating challenges for
the organisation's ability to secure reliable and cost-effective energy
sources.

 

Potential failure to effectively plan and manage the energy sources
(electrical power, natural gas, etc.) in terms of quantity, pricing, and costs
could lead to delays and disruptions in the production process of the Metals
Sector, the participation of thermal units of the Energy Sector in the energy
mix, additional costs, and inability to achieve operational and financial
goals as well as client needs. Finally, the ability to maintain a balanced mix
of electrical power (RES vs Thermal) is important to meet sustainability and
financial targets.

 

Commercial & competition risk: METLEN's Energy segments are exposed to
significant commercial and competition risks that could impact profitability,
market share, and operational efficiency.

 

In the retail energy segment, intense price competition, customer retention
challenges, and regulatory pressures pose substantial risks. Rivals offering
lower prices or more attractive service packages can erode market share, while
regulatory changes may increase operational costs or constrain pricing
strategies, further compressing profit margins.

 

In the renewable energy segment, competition for lucrative contracts,
government incentives, and prime project sites is fierce. Fluctuating costs of
raw materials, such as solar panels and batteries, as well as delays in
project timelines, threaten operational efficiency and profitability.

Additionally, securing long-term power purchase agreements (PPAs) with
competitive terms remains critical to financial viability and the ability to
scale operations. The power projects segment faces risks tied to securing
contracts amid competitive bidding processes, with fluctuating material and
labor costs adding financial pressure to project budgets. Potential delays in
projects can lead to financial penalties and escalating costs which could
render projects unprofitable.

 

The energy management segment is exposed to market volatility, pricing
inaccuracies, and geopolitical factors, all of which can disrupt supply-demand
dynamics and lead to financial losses or missed opportunities in optimising
energy portfolios.

 

Lastly, in the natural gas segment, risks stem from securing favorable supply
agreements and maintaining competitive market positioning. Price volatility,
driven by geopolitical tensions, supply disruptions, and seasonal demand
fluctuations, further complicates operations and can strain financial
performance.

 

Long-term resources availability risk: The demand and supply dynamics of
long-term resources are closely related to our ability to produce the expected
economic output and support social initiatives. Our business activities are
dependent on the expected supply of raw materials (e.g. bauxite) and energy
sources (e.g. natural gas) that can be affected by various external factors
such as competition, regulations, government policies, price speculation as
well as by internal factors such as production targets and operational
efficiency.

 

The availability, quality, and cost of critical raw materials and energy
sources affect METLEN's financial and operational targets. More specifically,
disruptions in the bauxite production or the bauxite supply in terms of type,
concentration of iron minerals, and price could negatively or positively
affect the business objectives of the Metals Sector. These disruptions may
either negatively or positively affect METLEN's ability to meet its strategic
goals, depending on market conditions and supply agreements. Furthermore, the
security and availability of natural gas are paramount for the operations of
thermal power units, the uninterruptible Aluminium of Greece (AoG) operations,
and METLEN's participation in the energy and gas markets. Any disruption in
natural gas supply - such as those caused by geopolitical tensions, sanctions,
tariffs, or market shortages - could severely impact METLEN's objectives.
These challenges may lead to increased operational and financial costs as
METLEN seeks alternative means to secure the necessary quantities of natural
gas to sustain operations.

 

Investments decisions risk: Investment decisions, particularly those involving
mergers, acquisitions, and major transactions, are critical to METLEN's
strategic growth and sustainability. While such activities present
opportunities to expand operational capacity, enhance market competitiveness,
and increase market share, they are inherently accompanied by significant
risks that could affect METLEN's financial health, market position, and
overall reputation. One important risk lies in valuation inaccuracies, where
misjudging the worth of acquired assets or companies can lead to overpayment,
ultimately straining financial resources and reducing the return on
investment. Such missteps can also diminish shareholder confidence and limit
METLEN's ability to allocate capital toward other growth opportunities.

 

Moreover, unforeseen liabilities pose another considerable risk. Acquired
companies or assets may bring hidden issues such as unresolved legal disputes,
environmental responsibilities, or unrecorded financial debts. These
liabilities can have a lasting impact on METLEN's balance sheet, creating
financial burdens and reputational challenges.

 

Integration inefficiencies represent another significant challenge, especially
following mergers or acquisitions. When acquired entities or assets are not
seamlessly integrated into METLEN's operations, inefficiencies can arise,
disrupting workflows, creating bottlenecks, and delaying the realisation of
synergies. This can lead to operational underperformance and failure to
achieve the strategic benefits anticipated from the transaction.

 

Additionally, market conditions and economic factors play a crucial role in
the success of investment decisions. For example, while selling PV solar parks
may generate cash inflows, fluctuating demand and buyer interest could impact
pricing, placing pressure on profit margins. These external factors underscore
the importance of timing and market analysis in transaction planning.

 

Health & Safety risk: METLEN is exposed to health and safety risks due to
the nature of its operations. These risks include minor workplace accidents,
accidents resulting in lost workdays, occupational diseases, and, in the worst
cases, fatalities. Managing these risks is critical not only for safeguarding
the physical and mental well-being of employees, subcontractors, and business
partners but also for ensuring METLEN's business continuity and reputation.

 

The potential failure to manage health and safety risks effectively could
result in severe consequences. Beyond the immediate human impact, such
incidents can lead to litigation, regulatory fines, increased insurance
premiums, operational issues due to equipment damage or work stoppages that
can halt production or delay project timelines, replacement costs and
reputational damage.

 

Sustainability risk: METLEN faces sustainability and climate-related risks
that could disrupt its operations, financial performance, and long-term
strategy. Sustainability challenges stem from inefficient business practices,
outdated equipment, and inadequate processes, which hinder the organisation's
ability to manage and protect natural resources such as water, air, plants,
and animal species. This could lead to environmental degradation, increased
carbon emissions, resource scarcity, and non-compliance with environmental
regulations, exposing METLEN to legal liabilities, fines, and reputational
damage.

 

Furthermore, climate-related risks, both physical and transitional, further
compound these challenges. Physical risks, including water stress, extreme
weather events, and rising temperatures, may disrupt raw material supplies,
increase production costs, and create capacity constraints. Meanwhile,
transitional risks, such as stricter regulations, compliance costs, and the
pressure to meet decarbonisation goals, require rapid adaptation to evolving
market and policy demands.

 

Failure to manage these risks could result in financial losses, reputational
damage, and loss of the social and regulatory license to operate. Addressing
these sustainability and climate related risks is critical to maintaining
operational resilience, protecting ecosystems, and securing stakeholder trust.

 

Commodities risk: METLEN operates in global markets with exposures to market
driven commodity price fluctuations that are determined by demand and supply
dynamics, economic growth, inventory balances, speculative positions,
regulatory affairs, government policies, etc.

 

Potential failure to plan or manage unfavorable fluctuations in commodity
prices could adversely impact METLEN's future financial performance. More
specifically, through its business activities, METLEN is mainly exposed to
risks arising from price fluctuations in Aluminium (AL), Aluminium Oxide (OX),
natural gas, CO(2) emission allowances and scrap aluminium.

 

These types of exposure could negatively affect both revenues (e.g., metal
prices at LME) and costs (e.g., natural gas prices).

 

Credit risk: Credit Risk entails the potential failure to effectively manage
credit incidents arising from METLEN's business and financial market
transactions. In more detail, credit incidents and credit exposure may arise
from the sale activities of the Energy and Metals Sectors and the
subsidiaries, the trading transactions in derivatives and other financial
transactions such as deposits, loans, etc.

 

METLEN is exposed to credit risk through the possibility of a counterparty
default, a credit rating downgrade and/or an adverse credit environment in
general. As a result, credit risk related to non-performance by customers,
suppliers, and counterparties could disrupt revenue and cash flows and
increase the cost of collection, settlement and replacement.

 

Moreover, concentration on specific counterparties, customers, suppliers or
affiliated entities could have a significant impact on METLEN's financials in
the rise of a credit incident, thus exposing itself to reputational and
operational risks as well as to financial risks through an increase to
spreads, unfavorable prepayment obligations, borrowing terms and cost of
financing.

 

Furthermore, credit risk could be realised through an inability to efficiently
collect receivables that would cause significant bad debt expense and/or
excessive days receivables outstanding.

 

Finally, if any factors of credit risk were to materialise, METLEN's financial
condition, revenues and cashflows could be negatively impacted.

 

The analysis below of the balance of the Group's net trade receivables on
30.06.2025 and 31.12.2024 as well as the simple average collection days (DSO,
based on the annual Turnover) is shown in the following table:

 

                                              METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)                     30.06.2025         31.12.2024
 Net trade receivables                        765,316            936,874
 Sales                                        3,607,503          5,682,956
 Simple calculated DSO (w/o VAT adjustments)  38.7               60.2

Interest rates risk: METLEN faces interest rate risk arising from interest
bearing balance sheet items, such as liabilities (financing) and assets
(deposits/investments), as well as from project financing activities and
financial derivative transactions.

 

Moreover, macro developments and policy decisions at a regulatory level (e.g.,
European Central Bank) may affect METLEN's exposure to interest rate risk.

 

Foreign exchange risk: METLEN is exposed to foreign exchange risk arising from
balance sheet items, such as liabilities (financing) and assets
(deposits/investments), as well as from project financing activities and
financial derivative transactions in currencies other than the Euro.

 

Moreover, macro developments and policy decisions by various governments in
the territories in which the Group operates may affect METLEN's exposure to
foreign exchange risk.

 

Liquidity risk: Liquidity risk is related to METLEN's need to finance its
operations, meet payment obligations, and borrow funds at an acceptable cost
to support the strategic transactions, and investment programs. In more
detail, the risk may arise from various sources and activities within the
business model of METLEN, such as inadequate cash flow management, business
disruption, increase in operational costs, unplanned capital expenditures,
inadequate management of working capital, inadequate monitoring of debt
payments, ineffective collection processes, etc.

 

The effect of liquidity risk in the event that it becomes material may be
multi-dimensional, such as leading to an inability to meet growing capital
expansion plans, breaching bank loan terms and covenants, failure to procure
critical material/resources, mandatory prepayments of outstanding loans,
reduction of available credit lines, inability to pay wages, etc.

 

In addition, liquidity risk may affect METLEN evaluation by rating agencies
and thus increase the cost of financing its investment plans or limit METLEN
access to Capital Markets or alternative funding sources. On the other hand,
the effective management of liquidity risk is an integral part of potential:
a) improvement of net profitability through reduced interest expense; b)
implementation of METLEN business expansion initiatives through the ability to
secure financings with more competitive terms (enhanced terms with financiers
and suppliers); c) improvement of METLEN's credit standing & outlook from
credit rating agencies, etc.

 

As a result, the relevant liquidity requirements are the subject of continuous
management through the meticulous monitoring of outstanding debt, of any other
long-term financial liabilities, and of cash inflows and outflows.

 

People risk: METLEN relies on its employees and talent to achieve its
business, financial targets and objectives. The ability to attract, develop,
and retain a variety of skilled employees with the right mix of soft and
technical skills is critical to maintaining our leading position in the
market, compete and grow. Low levels of employee engagement, high employee
turnover rates, and inability to create a positive working environment could
lead to a loss of "know-how" and skills, to business disruptions, affect the
continuation of critical operations due to insufficient succession planning,
and reduce the confidence within the market and among stakeholders.

 

In addition, the expansion of METLEN through acquisitions and its presence in
multiple geographical areas may create challenges to onboarding new resources
effectively, adjusting to societal expectations and norms, and effectively
communicating our mission and purpose.

 

If this risk were to materialise, it could adversely impact the success of
METLEN's strategic objectives and threaten its reputation and the timely
achievement of its commitments.

 

Project planning & execution risk: METLEN's growth and expansion have led
to a significant increase in the volume and complexity of projects and
partnerships with sub-contractors / third parties. This expansion inherently
raises METLEN's exposure to risks associated with ineffective project
management, planning, and execution. Inefficient management could lead to
delays, cost overruns, quality and safety issues, all of which negatively
affect project outcomes and client satisfaction.

 

A failure to meet client expectations can escalate into legal disputes,
particularly over breached contractual terms, which may result in financial
penalties and strained business relationships. Moreover, delays or the
inability to deliver projects with significant exposure not only affect
immediate client relationships but also damage METLEN's reputation. This
damage can erode trust and reliability in the market, potentially leading to
the loss of future business opportunities.

Operational efficiency risk: METLEN faces operational efficiency risks that
challenge the effective functioning of its power plants, with potential
impacts on reliability, performance, and cost-effectiveness.

Inefficiencies in equipment maintenance, for instance, can lead to higher
operating costs, unplanned outages, and reduced energy output. Delays in
routine maintenance, inadequate monitoring of critical systems, or reliance on
outdated technology can intensify these risks, resulting in equipment failures
that cause downtime and revenue loss. Over time, operational inefficiencies
can also accelerate equipment wear and tear, increasing asset depreciation and
inflating long-term operational costs.

 

Given these types of risks, managing operational efficiency is essential to
ensuring the smooth operation of METLEN's power plants, meeting energy demand,
and sustaining profitability in a highly competitive market.

 

Corporate governance & ICS risk: As METLEN grows and faces greater
regulatory scrutiny, compliance with governance provisions, such as the UK
Corporate Governance Code, and effective governance by the Board of Directors
become increasingly critical.

 

Failure to adhere to Governance provisions due to weak Board oversight,
insufficient director independence, or ineffective risk management can expose
METLEN to legal, financial and reputational risks.

 

Additionally, METLEN's expansion increases operational complexity, raising the
risk of ineffective internal controls. Weak controls can lead to financial
inaccuracies, fraud, non-compliance, and poor decision-making. If not
addressed, these issues can escalate into regulatory penalties, material
misstatements, and reputational harm, eroding stakeholder confidence. These
governance and internal control system failures may undermine investor
confidence, profitability and growth, damage stakeholder trust, and impact
business relationships, ultimately affecting long-term growth and
sustainability.

 

Contractual risk: METLEN's diversification of activities and global expansion
have resulted in an increased volume of business deals and contractual
obligations with partners, clients, and vendors, exposing it to contractual
risks. These risks may arise from ineffective internal processes, such as
insufficient engagement with end-users, incomplete review and assessment of
contract terms, inability to evaluate project complexity and risks, lack of
monitoring mechanisms to ensure conformance with contract terms, or inadequate
coordination between legal and business teams.

 

Poorly negotiated or ambiguous contract terms, such as those related to force
majeure clauses, change orders, or performance guarantees, can result in
disputes, delays, or financial losses, ultimately affecting project timelines,
risk allocation, and overall competitiveness. Potential failure to manage
contractual risk may affect METLEN in multiple ways, trigger other risk
categories, and significantly impact its overall risk profile. More
specifically, the contractual risk may create financial losses due to revenue
losses or cost overruns, damage METLEN reputation, affect its bargaining
power, lead to lawsuits and regulatory fines, and increase the operational
effort to manage this risk.

 

Compliance risk: Compliance risk poses a significant challenge to METLEN as
regulatory expectations continue to grow, with new legal requirements being
introduced and a more aggressive enforcement stance adopted across various
markets. The evolving regulatory landscape demands that METLEN adhere to a
wide range of laws and standards, including anti-corruption, anti-money
laundering, global competition, human rights, data protection, and economic
sanctions.

 

A failure to embed a robust business integrity culture or a breach of these
laws and company policies could result in substantial financial penalties,
operational disruptions, and reputational damage. Non-compliance could erode
stakeholder trust, hinder access to global markets, and lead to the loss of
business opportunities. Moreover, the complexity of navigating overlapping
regulatory frameworks across jurisdictions increases operational burdens and
necessitates ongoing efforts to enhance compliance systems, employee training,
and monitoring practices. These measures are critical to safeguarding METLEN's
reputation and maintaining its competitiveness in an increasingly regulated
environment.

 

Significant related party transactions

 

The commercial transactions of the Group and the Company with related parties
during the first half of 2025, were realised under the common commercial
terms. The Group has not entered in any transactions with its related parties
that were not on an arm's length basis and does not intend to participate in
such transactions in the future. No transaction was under any special terms
and conditions.

 

The tables below present the compensation of key management personnel of the
Group and the Company, as well as intercompany sales and transactions between
the Parent Company and its subsidiaries, associates for the period ended 30
June 2025.

 

Compensation of key management personnel of the Group and Company

 

For the purposes of this analysis key management personnel are deemed to be
the members of the BoD of the parent Company, CEOs of major subsidiaries, head
of business units and other departments.

 

Total compensation of key management personnel recognized in the Income
Statement are presented below:

 

                                                 METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                        30.06.2025         30.06.2024         30.06.2025        30.06.2024
 Wages                                           4,341              5,986              2,884             3,739
 Tax and insurance service costs                 404                291                270               116
 Long-term benefits                              6,087              5,826              6,087             5,826
 Total compensation of key management personnel  10,832             12,103             9,241             9,681

 

Transactions and balances between the Parent Company and its subsidiaries

 

                                                               METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)
 Sales of goods                                                01.01-30.06.2025
 KORINTHOS POWER S.A.                                          82,382
 EFA ENERGEIAKI ETAIRIA FYSIKOU AERIOU AE                      7,086
 EP.AL.ME. S.A.                                                6,577
 PROTERGIA ENERGY S.A.                                         4,417
 PROTERGIA ENERGY ALBANIA LTD                                  4,211
 PROTERGIA ENERGY DOOEL Skopje                                 1,204
 EUROPEAN BAUXITES SINGLE MEMBER S.A.                          1,091
 VOLTERRA ANONYMH ETAIREIA PARAGOGIS & EMBORIAS ENERGEIAS      1,031
 Other                                                         1,644
 Purchases of goods                                            01.01-30.06.2025
 EUROPEAN BAUXITES SINGLE MEMBER S.A.                          26,251
 EP.AL.ME. S.A.                                                6,376
 SERVISTEEL S.A.                                               925
 Other                                                         1,294
 Services Sales                                                01.01-30.06.2025
 MYTILINEOS FINANCIAL PARTNERS S.A.                            42,587
 KORINTHOS POWER S.A.                                          3,907
 METKA-EGN LTD                                                 2,036
 PROTERGIA ENERGY S.A.                                         1,030
 Other                                                         1,779
 Other Transactions                                            01.01-30.06.2025
 METKA-EGN LTD                                                 2,721
 Other                                                         297
 Services Purchases                                            01.01-30.06.2025
 ELEMKA S.A.                                                   1,905
 MYTILINEOS FINANCIAL PARTNERS S.A.                            1,048
 Other                                                         1,310
 Receivables from Related Parties                              30.06.2025
 MYTILINEOS FINANCIAL PARTNERS S.A.                            1,663,825
 METKA-EGN LTD                                                 270,777
 MYTILINEOS HELLENIC WIND POWER S.A.                           34,065
 METKA INTERNATIONAL LTD (RAK)                                 23,990
 EP.AL.ME. S.A.                                                20,207
 EGNATIA ERGO ENERGY SINGLE MEMBER S.A.                        17,309
 KORINTHOS POWER S.A.                                          13,576
 VOLTERRA ANONYMH ETAIREIA PARAGOGIS & EMBORIAS ENERGEIAS      12,500
 MYTILINEOS CONSTRUCTION SINGLE MEMBER SOCIÉTÉ ANONYME         7,239
 SPIDER S.A.                                                   7,070
 J/V MYTILINEOS S.A. - ELEMKA S.A.                             6,197
 RENEWABLE SOURCES OF KARYSTIA S.A.                            6,118
 ZEOLOGIC S.A.                                                 5,048
 PROTERGIA ENERGY S.A.                                         4,923
 METKA RENEWABLES LIMITED                                      3,761
 AIOLIKI SAMOTHRAKIS S.A.                                      3,572
 ELEMKA S.A.                                                   3,373
 EFA ENERGEIAKI ETAIRIA FYSIKOU AERIOU AE                      3,354
 HELLENIC SOLAR S.A.                                           3,004
 METKA POWER INVESTMENTS                                       2,079
 EGNATIA EK.A. MONOPROSOPI S.A.                                1,922
 POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI           1,616
 EUROPEAN BAUXITES SINGLE MEMBER S.A.                          1,555
 SOMETRA S.A.                                                  1,525
 IKAROS ANEMOS S.A.                                            1,208
 CHRISOS HELIOS ENERGEIAKI S.A.                                927
 Other                                                         9,730
 Payables to Related Parties                                   30.06.2025
 POWER PROJECT SANAYI INSAAT TICARET LIMITED SIRKETI           177,894
 MYTILINEOS FINANCIAL PARTNERS S.A.                            50,522
 EP.AL.ME. S.A.                                                11,228
 ELEMKA S.A.                                                   11,052
 KORINTHOS POWER S.A.                                          6,161
 EGNATIA EK.A. MONOPROSOPI S.A.                                3,644
 ZEOLOGIC S.A.                                                 2,893
 RENEWABLE SOURCES OF KARYSTIA S.A.                            2,500
 SERVISTEEL S.A.                                               2,436
 MC17 SCHOLEIA KENTRIKIS MAKEDONIAS A.E.E.S.                   2,341
 EGNATIA WIND M.A.E.                                           1,353
 SPIDER S.A.                                                   1,014
 METKA INTERNATIONAL LTD                                       969
 Other                                                         3,700

 

 

Transactions and balances between the Group and the Company and its associates
for the Interim period of 30.06.2025 presented in the table below:

 

 (Amounts in thousands €)          Associates           Group   Company
 Services Sales                    KEDRINOS LOFOS S.A.  27,849  -
 Receivables from Related Parties  KEDRINOS LOFOS S.A.  14,987  14,695
 Payables to Related Parties       KEDRINOS LOFOS S.A.  14,579  -

 

Post Balance Sheet events

 

Since the interim period end date of 30 June 2025, "METLEN Energy & Metals
PLC" (hereinafter called "METLEN PLC") acquired all (100%) of the shares
issued by the Company, pursuant to (i) the voluntary share exchange tender
offer that METLEN PLC submitted on 25 June 2025 in accordance with Law
3461/2006, as in force ("Law 3461"), and (ii) the right of squeeze-out
exercised by METLEN PLC in accordance with Article 27 of Law 3461 and the
decision 1/644/22.4.2013, as in force, of the Board of Directors of the
Hellenic Capital Market Commission (the "HCMC"), the process of which
completed on 29 August 2025.

 

As a result, METLEN PLC has become the direct parent of the Company and the
ultimate parent company of the Company's Group. METLEN PLC's share capital in
ordinary registered shares amounts today to €1,573,252,780.00 and is divided
into 143,022,980 ordinary registered shares, admitted to trading on (a) the
Main Market of the London Stock Exchange (the "LSE") and (b) on the Regulated
Securities Market of the Athens Exchange (the "ATHEX").

 

Following the aforementioned acquisition, the Company has submitted a written
request to the HCMC to approve the delisting of the Company's ordinary
registered shares from the Athens Exchange, in accordance with Article 17,
paragraph 5 of Law 3371/2005, as in force.

 

Post balance sheet events are listed in Note 23 of the Interim Financial
Information.

 

 

 

 Evangelos Mytilineos                                                  Spyridon Kasdas

 Chairman of the Board of Directors & Chief Executive Officer          Vice-Chairman A' of the Board of Directors

 

 

Report on Review of Interim Financial Information

 

 

To the Board of directors of Metlen Energy & Metals S.A.

 

 

Introduction

 

We have reviewed the condensed company and consolidated statement of financial
position of Metlen Energy & Metals, as of 30 June 2025 and the related
condensed company and consolidated statements of Income Statement,
Comprehensive income, Changes in Equity and Cash Flow statements for the
six-month period then ended, and the selected explanatory notes that comprise
the interim condensed financial information and which form an integral part of
the six-month financial report as required by L.3556/2007.

 

Management is responsible for the preparation and presentation of this
condensed interim financial information in accordance with International
Financial Reporting Standards as they have been adopted by the European Union
and applied to interim financial reporting (International Accounting Standard
"IAS 34"). Our responsibility is to express a conclusion on this interim
condensed financial information based on our review.

 

Scope of Review

 

We conducted our review in accordance with International Standard on Review
Engagements 2410, "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity". A review of interim financial information
consists of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing, as they have been transposed into
Greek Law and consequently does not enable us to obtain assurance that we
would become aware of all significant matters that might be identified in an
audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to
believe that the accompanying condensed interim financial information is not
prepared, in all material respects, in accordance with IAS 34.

 

 

 

Report on other legal and regulatory requirements

 

Our review has not revealed any material inconsistency or misstatement in the
statements of the members of the Board of Directors and the information of the
six-month Board of Directors Report, as defined in articles 5 and 5a of Law
3556/2007, in relation to the accompanying condensed interim financial
information.

 

 

 

                         Athens, 9 September 2025

 

 

 
The Certified Chartered Accountant

 

 

 

 

 

 

PricewaterhouseCoopers SA

Leoforos Kifisias 65

151 24 Marousi

SOEL Reg. 113
 
                             Socrates Leptos-Bourgi

         SOEL Reg. No 41541

 

 

We confirm that the attached Interim Condensed Financial Information
(Consolidated and Separate) is the one approved by the Board of Directors of
METLEN Energy & Metals S.A. on 8 September 2025 and has been published to
the website www.metlengroup.com (http://www.mytilineos.com) according to the
International Financial Reporting Standards (IFRS) as adopted by the European
Union.

 

 

                                                      METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                      Notes  01.01-30.06.2025   01.01-30.06.2024   01.01-30.06.2025  01.01-30.06.2024
 Sales                                                3,607,503          2,482,047          2,190,609         1,595,878
 Cost of sales                                        (3,246,687)        (2,067,895)        (2,077,965)       (1,355,115)
 Gross profit                                         360,816            414,152            112,644           240,763

 Other operating income                               95,372             95,761             43,417            57,749
 Administrative expenses                              (64,472)           (55,861)           (51,392)          (47,382)
 Other operating expenses                             (13,856)           (35,040)           (67,720)          (35,376)
 Credit losses on trade and other receivables         (11,169)           (21,872)           (8,896)           (13,766)
 Total operating profit                               366,691            397,140            28,053            201,988

 Financial income                              16     13,941             10,621             51,316            38,096
 Financial expenses                            16     (92,952)           (61,244)           (67,472)          (39,005)
 Other financial results                              2,434              (875)              52,434            4,635
 Share of profits / (losses) of associates            620                170                -                 -
 Profit before income tax                             290,734            345,812            64,331            205,714

 Income tax expense                                   (29,650)           (60,517)           8,488             (49,887)

 Profit after income tax                              261,084            285,295            72,819            155,827
 Attributable to:
 Equity holders of the parent                  17     253,764            281,953            72,819            155,827
 Non-controlling Interests                            7,320              3,342              -                 -
 Basic earnings per share (in Euro)            17      1.8116             2.0418             0.5198            1.1285
 Diluted earnings per share (in Euro)          17      1.7848             2.0118             0.5122            1.1147

 

 

The notes on pages 33 to 67 are an integral part of Financial Information.

 

 

 

                                                                 METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                                        01.01-30.06.2025   01.01-30.06.2024   01.01-30.06.2025  01.01-30.06.2024
 Other Comprehensive Income:
 Profit after income tax                                         261,084            285,295            72,819            155,827
 Items that may be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations       (36,714)           9,412              -                 -
 Other comprehensive income from associates (net of tax)         2,793              2,397              -                 -
 Net loss on cash flow hedges                                    (33,345)           (30,477)           (4,524)           (30,935)
 Deferred tax on cash flow hedging reserve                       3,070              7,130              317               6,802
 Other comprehensive loss for the period                         (64,196)           (11,538)           (4,207)           (24,133)
 Total comprehensive income for the period                       196,889            273,757            68,612            131,693
 Attributable to:
 Equity holders of the parent                                    189,568            270,415            68,612            131,693
 Non-controlling Interests                                       7,320              3,342              -                 -

 

 

The notes on pages 33 to 67 are an integral part of Financial Information.

 

 

 

 

 

 

 

                                                               METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                               Notes  30.06.2025         31.12.2024         30.06.2025        31.12.2024
 Assets
 Non-current assets
 Property, plant and equipment                          4      2,475,798          2,517,314          1,244,754         1,216,881
 Goodwill                                                      279,495            279,495            -                 -
 Intangible assets                                      5      366,035            500,405            106,507           232,854
 Investments in subsidiary companies                           -                  -                  604,003           607,781
 Investments in associates                                     9,689              6,324              7,013             7,013
 Other investments                                             20                 22                 -                 -
 Deferred tax assets                                           56,277             100,891            -                 -
 Other financial assets                                 11     168,516            187,891            168,410           180,619
 Derivatives                                            11     55,845             53,919             5,130             10,699
 Contract assets                                        6      471,520            514,207            -                 -
 Other long-term receivables                            8      25,417             71,367             22,846            52,748
 Right-of-use assets                                           201,242            199,288            133,917           135,290
 Total non-current assets                                      4,109,854          4,431,123          2,292,580         2,443,885
 Current assets
 Inventories                                            7      1,167,393          1,590,106          230,004           297,202
 Contract assets                                        6      1,949,360          866,551            301,024           257,808
 Trade and other receivables                            8      2,027,362          2,327,550          3,535,141         3,464,759
 Financial assets at fair value through profit or loss  11     40,780             23,443             40,574            23,237
 Derivatives                                            11     51,808             34,089             47,311            28,183
 Restricted cash                                               19,303             13,486             -                 -
 Cash and cash equivalents                                     1,296,687          1,381,772          630,475           488,182
 Total current assets                                          6,552,693          6,236,997          4,784,529         4,559,371
 Total assets                                                  10,662,547         10,668,120         7,077,109         7,003,256
 Liabilities & Equity
 Equity
 Share capital                                          9      138,815            138,604            138,815           138,604
 Share premium                                                 124,701            124,701            124,701           124,701
 Convertible loan equity reserve                        9      -                  1,945              -                 1,945
 Treasury shares                                        9      (69)               (110,565)          (69)              (110,565)
 Reserves                                                      218,422            257,643            (129,756)         (150,273)
 Retained earnings                                             2,649,747          2,578,418          1,613,553         1,722,919
 Equity attributable to equity holders of the parent           3,131,616          2,990,746          1,747,244         1,727,331
 Non-controlling Interests                                     109,454            102,134            -                 -
 Total equity                                                  3,241,070          3,092,880          1,747,244         1,727,331
 Non-current liabilities
 Long-term debt                                         11     3,938,313          3,371,331          2,961,411         2,486,788
 Lease liabilities                                             205,997            203,677            141,535           141,715
 Derivatives                                            11     11,643             5,565              5,662             2,614
 Deferred tax liabilities                                      210,332            261,086            138,150           142,396
 Liabilities for pension plans                                 9,642              9,532              6,682             6,372
 Other long-term payables                                      102,877            113,276            51,443            46,153
 Provisions                                             12     52,845             96,018             3,622             7,783
 Total non-current liabilities                                 4,531,649          4,060,485          3,308,505         2,833,821
 Current liabilities
 Trade and other payables                               13     2,330,065          2,519,904          1,752,607         1,817,242
 Contract liabilities                                   6      111,711            146,828            82,643            118,169
 Current tax liabilities                                       39,992             116,555            -                 70,180
 Short-term debt                                        11     109,164            375,887            84,373            317,345
 Current portion of long-term debt                             230,833            299,999            61,234            86,551
 Lease liabilities                                             13,934             10,782             8,005             6,340
 Derivatives                                            11     53,026             44,354             32,498            26,277
 Provisions                                             12     1,103              446                -                 -
 Total current liabilities                                     2,889,828          3,514,755          2,021,360         2,442,104
 Total liabilities                                             7,421,477          7,575,240          5,329,865         5,275,925
 Liabilities & Equity                                          10,662,547         10,668,120         7,077,109         7,003,256

 

The notes on pages 33 to 67 are an integral part of Financial Information.

                                            METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)                   Share capital      Share premium      Convertible loan equity reserve  Treasury shares  Reserves  Retained earnings  Total      Non-controlling Interests  Total
 Balance at 01.01.2024                      138,604            124,701            1,945                            (81,299)         246,503   2,176,952          2,607,406  91,153                     2,698,559
 Transactions with owners
 Dividends to shareholders                  -                  -                  -                                -                -         (214,337)          (214,337)  -                          (214,337)
 Treasury share purchases                   -                  -                  -                                (13,386)         -         -                  (13,386)   -                          (13,386)
 Increase / (decrease) of share capital     -                  -                  -                                -                -         (16)               (16)       26                         10
 Transactions with owners                   -                  -                  -                                (13,386)         -         (214,353)          (227,739)  26                         (227,713)
 Net profit for the period                  -                  -                  -                                -                -         281,953            281,953    3,342                      285,295
 Other comprehensive income:
 Other comprehensive income                 -                  -                  -                                -                (11,538)  -                  (11,538)   -                          (11,538)
 Total comprehensive income for the period  -                  -                  -                                -                (11,538)  281,953            270,415    3,342                      273,757
 Transfer to reserves                       -                  -                  -                                -                (104)     104                -          -                          -
 Impact from acquisition of subsidiary      -                  -                  -                                -                -         (448)              (448)      -                          (448)
 Balance at 30.06.2024                      138,604            124,701            1,945                            (94,686)         234,861   2,244,208          2,649,634  94,521                     2,744,155

 Balance at 01.01.2025                      138,604            124,701            1,945                            (110,565)        257,643   2,578,418          2,990,746  102,134                    3,092,880
 Transactions with owners
 Dividends to shareholders                  -                  -                  -                                -                -         (214,662)          (214,662)  -                          (214,662)
 Equity-settled share-based payment         -                  -                  -                                -                4,936     (993)              3,942      -                          3,942
 Convertible bond loan                      -                  -                  (1,945)                          -                -         -                  (1,945)    -                          (1,945)
 Treasury share surrender                   -                  -                  -                                110,497          -         53,470             163,967    -                          163,967
 Increase / (decrease) of share capital     210                -                  -                                -                (210)     -                  -          -                          -
 Transactions with owners                   210                -                  (1,945)                          110,497          4,725     (162,186)          (48,699)   -                          (48,699)
 Net profit for the period                  -                  -                  -                                -                -         253,764            253,764    7,320                      261,084
 Other comprehensive income:
 Other comprehensive income                 -                  -                  -                                -                (64,196)  -                  (64,196)   -                          (64,196)
 Total comprehensive income for the period  -                  -                  -                                -                (64,196)  253,764            189,568    7,320                      196,889
 Transfer to reserves                       -                  -                  -                                -                20,250    (20,250)           -          -                          -
 Balance at 30.06.2025                      138,815            124,701            -                                (69)             218,422   2,649,747          3,131,617  109,454                    3,241,070

 

The notes on pages 33 to 67 are an integral part of Financial Information.

                                            METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                   Share capital     Share premium     Convertible loan equity reserve  Treasury shares  Reserves   Retained earnings  Total
 Balance at 01.01.2024                      138,604           124,701           1,945                            (81,299)         (137,974)  1,611,583          1,657,560
 Change In Equity
 Dividends to shareholders                  -                 -                 -                                -                -          (214,337)          (214,337)
 Treasury share purchases                   -                 -                 -                                (13,386)         -          -                  (13,386)
 Transactions with owners                   -                 -                 -                                (13,386)         -          (214,337)          (227,723)
 Net profit for the period                  -                 -                 -                                -                -          155,827            155,827
 Other comprehensive income:
 Other comprehensive income                 -                 -                 -                                -                (24,133)   -                  (24,133)
 Total comprehensive income for the period  -                 -                 -                                -                (24,133)   155,827            131,694
 Balance at 30.06.2024                      138,604           124,701           1,945                            (94,686)         (162,108)  1,553,073          1,561,529

 Balance at 01.01.2025                      138,604           124,701           1,945                            (110,565)        (150,273)  1,722,917          1,727,331
 Change In Equity
 Dividends to shareholders                  -                 -                 -                                -                -          (214,662)          (214,662)
 Equity-settled share-based payment         -                 -                 -                                -                4,936      (993)              3,943
 Convertible bond loan                      -                 -                 (1,945)                          -                -          -                  (1,945)
 Treasury share surrender                   -                 -                 -                                110,497          -          53,470             163,967
 Increase / (decrease) of share capital     210               -                 -                                -                (210)      -                  -
 Transactions with owners                   210               -                 (1,945)                          110,497          4,725      (162,185)          (48,698)
 Net profit for the period                  -                 -                 -                                -                -          72,819             72,819
 Other comprehensive income:
 Other comprehensive income                 -                 -                 -                                -                (4,207)    -                  (4,207)
 Total comprehensive income for the period  -                 -                 -                                -                (4,207)    72,819             68,612
 Transfer to reserves                       -                 -                 -                                -                20,000     (20,000)           -
 Balance at 30.06.2025                      138,815           124,701           -                                (69)             (129,756)  1,613,551          1,747,244

 

The notes on pages 33 to 67 are an integral part of Financial Information.

                                                                                    METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                                                    Notes  01.01-30.06.2025   01.01-30.06.2024   01.01-30.06.2025  01.01-30.06.2024
 Cash flows from operating activities
 Cash flows from operating activities                                        18     107,787            48,276             (200,083)         (8,915)
 Interest paid                                                                      (65,170)           (59,369)           (36,523)          (33,515)
 Income taxes paid                                                                  (31,250)           (41,041)           (25,669)          (26,283)
 Net cash flows from operating activities                                            11,367            (52,134)           (262,275)         (68,713)

 Cash flow from investing activities
 Purchases of property, plant and equipment                                         (581,816)          (299,701)          (57,932)          (77,585)
 Purchases of intangible assets                                                     (24,157)           (11,736)           (18,700)          (11,736)
 Proceeds from sale of CO(2) and other assets                                       141,642            -                  137,976           746
 Dividends received from associates/subsidiaries                                    613                -                  11,173            -
 Purchase of financial assets at fair value through profit and loss                 (13,970)           (6,687)            (13,970)          (6,687)
 Acquisition of subsidiaries, net of cash                                           (33,228)           (16,092)           (27,006)          (17,925)
 Interest received                                                                  5,187              4,312              12,690            11,953
 Net receipt of government grants                                                   235                6,235              440               1,570
 Other                                                                              -                  (145)              -                 -
 Net cash flows used in investing activities                                        (505,494)          (323,814)           44,671           (99,664)

 Cash flows from financing activities
 Payments for share capital increase in subsidiaries                                -                  -                  -                 (5,050)
 Dividends paid to owners of parent                                                 (117)              -                  (117)             -
 Proceeds from borrowings                                                           986,325            318,193            695,858           153,018
 Repayments of borrowings                                                           (508,444)          (58,723)           (277,130)         (24,188)
 Payment of principal portion of lease liabilities                                  (6,912)            (4,998)            (3,477)           (2,556)
 (Payments) / proceeds (for) / from (acquisition) / sale of treasury shares         (6,324)            (16,221)           (6,324)           (16,221)
 Net cash outflows used in financing activities                                      464,528           238,251             408,810          105,003

 Net (decrease) / increase in cash and cash equivalents                             (29,598)           (137,697)           191,206          (63,374)
 Cash and cash equivalents, net of bank overdrafts at beginning of period           1,276,228          877,574            389,215           424,578
 Exchange differences in cash and cash equivalents                                  -                  (19)               -                 -
 Net cash at the end of the period                                                   1,296,687         747,631             630,475          361,293
 Bank overdrafts                                                                    (50,057)           (7,773)            (50,054)          (89)
 Cash and cash equivalent net of bank overdrafts                                     1,246,630         739,858             580,421          361,204
 Cash and cash equivalents, net of bank overdrafts at the end of the period         1,246,630          739,858            580,421           361,204

 

The notes on pages 33 to 67 are an integral part of Financial Information.

General information

 

METLEN Energy & Metals S.A. (the "Company" and, together with its
subsidiaries, "METLEN" or the "Group"), (formerly MYTILINEOS S.A.) is a global
industrial and energy company focusing on the Energy and Metals Sectors. The
Company, which was founded in 1990 as a metallurgical company of international
trade and participations, is an evolution of an old metallurgical family
business which began its activity in 1908.

 

The Group's headquarters are located in Athens - Maroussi (8 Artemidos Str.,
P.C. 151 25) and its shares are listed on the Athens Stock Exchange since
1995.

 

On 29 August 2025, "METLEN Energy & Metals PLC" (hereinafter called
"METLEN PLC") acquired all (100%) of the shares issued by the Company,
pursuant to (i) the voluntary share exchange tender offer that METLEN PLC
submitted on 25 June 2025 in accordance with Law 3461/2006, as in force ("Law
3461"), and (ii) the right of squeeze-out exercised by METLEN PLC in
accordance with Article 27 of Law 3461 and the decision 1/644/22.4.2013, as in
force, of the Board of Directors of the Hellenic Capital Market Commission
(the "HCMC").

 

As a result, METLEN PLC has become the direct parent of the Company and the
ultimate parent company of the Company's Group. METLEN PLC's share capital in
ordinary registered shares amounts today to €1,573,252,780.00 and is divided
into 143,022,980 ordinary registered shares, admitted to trading on (a) the
Main Market of the London Stock Exchange (the "LSE") and (b) on the Regulated
Securities Market of the Athens Exchange (the "ATHEX").

 

Following the aforementioned acquisition, the Company has submitted a written
request to the HCMC to approve the delisting of the Company's ordinary
registered shares from the Athens Exchange, in accordance with Article 17,
paragraph 5 of Law 3371/2005, as in force.

 

The Interim Condensed Financial Information (Consolidated and Separate) for
the six month period ended 30.06.2025 (along with the respective comparative
information of 30.06.2024), was approved by the Board of Directors on 8
September 2025.

 

Nature of activities

 

METLEN is a global industrial and energy Group with a strong presence in all
five continents covering two business Sectors, the Energy Sector and the
Metals Sector. The Group is strategically placed at the forefront of the
energy transition as a leading and integrated green utility, with an
international presence, while establishing itself as a reference point of
"green" metallurgy in the European landscape.

 

METLEN Energy & Metals is active in the entire spectrum of energy, from
the development, construction and operation of thermal units and RES projects
to the design and construction of electricity infrastructure projects, retail
supply of electricity and natural gas, supply and trading of natural gas,
provision of competitive energy products and services.

 

METLEN Energy & Metals is a leader in the Metals industry. Operating the
only vertically integrated bauxite, alumina and primary aluminum production
unit in all of Europe with privately owned port facilities and the largest
electricity cogeneration unit, METLEN has dynamically entered the sector of
recycled aluminum and zinc lead recycling.

 

 

 

Group structure

 

The Group's Structure is presented in the 2024 "Integrated Annual Report".

 

Group structure changes as of 30 June 2025 are presented in the following
table:

 

 Newly incorporated subsidiaries - Full consolidation  30 June 2025                  31 December 2024
 Company Name                                          Ownership Interest %          Ownership Interest %
                                                       Direct       Indirect         Direct       Indirect
 Cyprus
 PROTERGIA ENERGY CYPRUS LTD                           100.00%      0.00%            0.00%        0.00%

 Newly incorporated SPVs*                              30 June 2025                  31 December 2024
 Company Name                                          Ownership Interest %          Ownership Interest %
                                                       Direct       Indirect         Direct       Indirect
 Australia
 ALLIGATOR BESS HOLDINGS PTY LTD                       0.00%        100.00%          0.00%        0.00%
 ALLIGATOR BESS PTY LTD                                0.00%        100.00%          0.00%        0.00%
 CARYINA BESS HOLDINGS PTY LTD                         0.00%        100.00%          0.00%        0.00%
 CARINYA BESS PTY LTD                                  0.00%        100.00%          0.00%        0.00%
 EMU PARK ENERGY HOLDINGS PTY LTD                      0.00%        100.00%          0.00%        0.00%
 EMU PARK ENERGY PTY LTD                               0.00%        100.00%          0.00%        0.00%
 Canada
 HANOVER INTERMEDIATE HOLDCO LIMITED                   0.00%        100.00%          0.00%        0.00%
 HANOVER SOLAR INC                                     0.00%        100.00%          0.00%        0.00%
 HOMESTEAD INTERMEDIATE HOLDCO LIMITED                 0.00%        100.00%          0.00%        0.00%
 Italy
 METLEN ITA PROPERTY COMPANY SRL                       0.00%        100.00%          0.00%        0.00%
 MYT BUTERA STORAGE S.R. L                             0.00%        100.00%          0.00%        0.00%
 MYT CARINOLA S.R.L.                                   0.00%        100.00%          0.00%        0.00%
 MYT ERCHIE CAVE S.R. L                                0.00%        100.00%          0.00%        0.00%
 MYT GENERAL BETON S.R.L.                              0.00%        100.00%          0.00%        0.00%
 MYT GG LATINA 1 S.R.L.                                0.00%        100.00%          0.00%        0.00%
 MYT GG LATINA 2 S.R. L                                0.00%        100.00%          0.00%        0.00%
 MYT SAN PANCRAZIO S.R. L                              0.00%        100.00%          0.00%        0.00%
 MYT SCANDALE S.R.L.                                   0.00%        100.00%          0.00%        0.00%
 SOLAR UBH 1 S.R.L.                                    0.00%        100.00%          0.00%        0.00%
 SOLAR UBH 2 S.R.L.                                    0.00%        100.00%          0.00%        0.00%
 SOLAR UBH 3 S.R.L.                                    0.00%        100.00%          0.00%        0.00%
 SOLAR UBH 4 S.R.L.                                    0.00%        100.00%          0.00%        0.00%
 United Arab Emirates
 DEMETER INVESTMENT HOLDINGS (DIFC) LIMITED            0.00%        100.00%          0.00%        0.00%

 

* Special Purpose Vehicles (SPVs) relate to the Energy Sector (M Renewables
Segment) and are incorporated or acquired to facilitate the development,
construction and disposal of renewable energy projects (primarily photovoltaic
parks).

The net assets of these SPVs, after intra group eliminations, are classified
within inventory as they are part of the Group's Asset Rotation Plan.

 

New Group branch:

 Croatia
 METKA EGN GREECE SINGLE MEMBER S.A. - PODRUZNICA ZAGREB

 

2.1 Basis for preparation of the Interim Condensed Financial Information

 

The Interim Condensed Financial Information (Consolidated and Separate) of the
Group and Company for the 6-month period of 2025 (hereinafter referred to as
the "Financial Information") has been prepared in accordance with the
International Financial Reporting Standards ("IFRS") as adopted by the
European Union in particular in accordance with the provisions of IAS 34
Interim Financial Reporting, and in compliance with the Greek law. No
standards have been applied prior to the date of their application.

 

The Interim Condensed Financial Information has been prepared under the
historical cost convention, except where otherwise stated and are presented in
Euros, being the currency in which the Group trades in the normal course of
business. All values are rounded to the nearest thousand (€'000), except
when otherwise indicated.

 

The accounting policies used in the preparation of the Financial Information
are consistent with those used in the 2024 annual financial statements, except
for the adoption of applicable amendments to accounting standards effective as
of 1 January 2025. The Group has not early adopted any standard,
interpretation or amendment that has been issued but is not yet effective.

 

The critical accounting judgements and key sources of estimation uncertainty
are detailed below. Actual outcomes could differ from those estimates. The
estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period; they are
recognised in the period of the revision and future periods if the revision
affects both current and future periods.

 

Management regularly reviews, and revises as necessary, the accounting
judgements that significantly impact on the amounts recognised in the Interim
Condensed Financial Information and the estimates that are 'critical
estimates' due to their potential to give rise to material adjustments in the
Financial Information. Management's identified critical judgements and
estimates are detailed below (Note 2.3).

 

The Financial Information is unaudited but has been reviewed by the auditors
and their review opinion is included before the Financial Information.

 

The official language of this Financial Information is Greek. Should there be
any differences in the text between the Greek original version of the
Financial Information and this English translation, the Greek language text
prevails

 

Going concern

 

The Directors have assessed that they have a reasonable expectation that
METLEN will continue to meet its liabilities as they fall due for a period of
at least 12 months from the date of approving Financial Information and have
adopted the going concern basis in preparing these financial statements.

 

On 30 June 2025, the Group had cash and cash equivalents, net of overdrafts,
of €1,247 million (see Interim Condensed Cash Flow Statement) and borrowings
of €4,278 million (see Note 15) of which €340 million is current. The
Directors have also considered the macroeconomic and geopolitical risks
affecting the economies of the Group's operations as part of their assessment.

 

The Directors assessment has involved the review of cash flow forecasts for
the assessment period for each of the Group's segments. Having reviewed the
Group's cash flow forecasts, the Directors consider that the Group is expected
to continue to have available liquidity headroom under its finance facilities
and operate within its financial covenants over the going concern period,
including in a severe but plausible downside scenario.

 

The Directors consider this to be appropriate after consideration of METLEN's
capital commitments, budgeted cash flows and related assumptions, including
appropriate stress testing of the identified uncertainties (primarily
commodity prices) and access to undrawn credit facilities and monitoring of
debt maturities. This process involved constructing scenarios to reflect the
Group's current assessment of its principal risks, including those that would
threaten its business model, future performance, solvency or liquidity. Under
all scenarios modelled, and taking into account mitigating actions available
to the Board, where appropriate, the Group is forecasted to maintain
sufficient liquidity and continues to remain in compliance with its covenants.

 

The Directors have also considered any significant events, including any
committed outflows beyond the period of assessment, through to 30 June 2026,
in forming their conclusion. The going concern assessment primarily focuses on
cash flow forecasts, available liquidity and continued compliance with banking
covenants over the period assessed.

 

Significant events and changes in the current period

 

1.     On 22 April 2025, the Group and Glenfarne Asset Company, LLC have
entered into a share purchase agreement ("SPA") for the latter to acquire a
portfolio of Solar ("PV") and Battery Energy Storage System ("BESS") assets in
Chile. The transaction involves operational solar projects with
total capacity of 588 MW, combined with co-located BESS facilities with
storage capacity of 1,610 MWh. Construction for the BESS facilities is ongoing
and expected to be completed within a year. The headline consideration of the
acquisition is agreed at USD 815 million, which includes an amount arising
from an earn-out mechanism of USD 50 million. The closing of the transaction
is planned to occur when the BESS becomes operational, regulatory approvals
are obtained and certain financing and other customary conditions for this
type of transactions are fulfilled.

The above transaction was treated according to the Group's accounting policies
and judgements for Asset Rotation Plan transactions, as described in the
Group's 2024 Annual Financial Report. The earn-out amount was determined by
prices derived from power price curves (PV and BESS) applicable in the market
in Chile. In terms of quantities, management based its estimates on the
assumption that the parks will operate at full capacity. Management also
applied a 10% sensitivity to the quantities (downgrade), resulting in an
estimated impact of €4.6 million. According to the SPA, the earn-out amount
will be repaid over a period of 10 years, resulting in a finance cost of
€12.5 million being recognised in the period to reflect the discounting
impact (see Note 16).  

 

2.    The EBITDA of the M Power Projects business unit amounted to a
loss of €132 million for the current period. These losses relate to certain
projects resulting, among others, from delays incurred due to connectivity
issues and increased project costs due to higher than expected
inflation. During the first half of 2025, M Power Projects' performance was
driven by challenges encountered in the Protos project, where unforeseen
issues disrupted execution, resulting in increased costs and extended
timelines beyond initial expectations. Specifically, a major workplace
third-party accident played an important role in further exacerbating these
disruptions, causing substantial delays and multiple work stoppages. These
challenges were compounded by the bankruptcy of a key subcontractor and the
subsequent withdrawal of another from all its regional operations. In July, an
updated project timeline was agreed, the budget was carefully reassessed, and
annual losses were recorded following the conclusion of negotiations. The
Company continues to monitor and actively manage these issues and, consistent
with its prudent and transparent approach, has fully accounted for their
financial impact in the period's results and for the entire financial year
2025. Where possible the Group has initiated legal actions in order to be
compensated for damages incurred outside its responsibility.

Management considers these losses to be project specific, rather than
pervasive for the M Power Projects business and that it has already enhanced
controls around its M Power Projects contracts and projects to ensure that
such instances are identified timely and managed appropriately.

 

3.  Group net debt increased by €293 million due to the financing of the
Group's operations especially in Renewables in Greece, as part of the Group's
plan for the green energy transition.

 

4.    The revenues of the Group increased by 45% compared to the same period
last year driven primarily by the aforementioned Asset Rotation Plan
transaction in Chile, higher natural gas prices compared to the comparative
period last year and the increased activities of the Infrastructure &
Concessions sector. (Note 3).

 

2.2 Amended standards adopted by the Group

 

One amendment became effective as of 1 January 2025 and was adopted by the
Group. The adoption of this amendment did not have a significant impact on the
Interim Condensed Financial Information. Amendment to IAS 21 - Lack of
Exchangeability: This amendment specifies how an entity should assess whether
a currency is exchangeable and how it should determine a spot exchange rate
when exchangeability is lacking. The amendment also requires disclosure of
information that enables users of its financial information to understand how
the currency not being exchangeable into the other currency affects, or is
expected to affect, the entity's financial performance, financial position and
cash flows. When applying the amendment, an entity cannot restate comparative
information.

 

3. Segments

 

For management purposes, the Group is organised into business units based on
its products and has three operating sectors, which are also the Group's
reportable segments, as follows:

 

The Energy Sector, which is active in the development, construction and
operation of thermal units and RES projects, design and construction of
electricity infrastructure projects, retail supply of electricity and natural
gas, supply and trading of natural gas, and the provision of competitive
energy products and services.

 

The Metals Sector, which is active in the extraction, processing, and refining
of various metals and minerals. This includes the development and operation of
mining sites, the implementation of advanced metallurgical techniques, and the
production of high-quality metal products.

 

The Infrastructure and Concessions Sector, which is active in engineering,
procurement and construction.

 

The support function of the Group's reportable segments is unallocated to any
segment and is included in the Group's reconciliation. The CEO is the Chief
Operating Decision Maker ("CODM") and monitors the operating results of its
business segments separately for the purpose of making decisions about
resource allocation and performance assessment. The CEO uses a measure of
Group EBITDA (see Note 14) to assess the performance of the operating
segments. The CEO also receives information about the segments' revenue and
assets monthly.

 

For reference, intersegment transactions represent transactions that take
place between different reportable segments within the Group. These
transactions involve the transfer of goods, services, or other resources from
one segment to another and are eliminated upon consolidation. This is
included, where relevant, within the segment information below.

The totals that are presented in the following tables reconcile to the related
accounts of the Interim Condensed Financial Information.

 

Income and results per operating segment for 30.06.2025 and 30.06.2024 are
presented as follows.

 

Group EBITDA

                               METLEN ENERGY & METALS GROUP
 Group EBITDA                  Energy   Metals   Infrastructure & Concessions      Intersegment  Total
 (Amounts in thousands  €)
 01.01 - 30.06.2025            288,455  129,454  31,209                            (3,852)       445,266
 01.01 - 30.06.2024            322,446  142,059  12,219                            (2,676)       474,048

 

Group's sales per activity

The following table provides a summary of revenue disaggregated by sales
activity and business units from the Group's contracts with customers.

                                       METLEN ENERGY & METALS GROUP
 Sales                                 01.01 - 30.06.2025  01.01 - 30.06.2024

(Amounts in thousands €)
 Alumina                               103,625             84,350
 Aluminium                             349,139             313,300
 Infrastructure & Concessions          211,680             81,861
 M Renewables                          988,942             623,154
 M Energy Generation & Management      594,734             379,495
 M Energy Customer Solutions           781,376             513,284
 M Power Projects                      202,529             242,825
 M Integrated Supply & Trading         617,920             408,689
 Intersegment                          (269,230)           (179,212)
 Other sales                           26,788              14,300
 Sales                                 3,607,503           2,482,047

 

Within the table above, adjustments and eliminations relate to intersegment
sales that are eliminated upon consolidation. Intersegment eliminations
include the elimination of turnover from the generation and supply of energy
within the Group between "M Energy Generation & Management" segment unit
and "M Energy Customer Solutions" segment, which are part of the Energy
sector.

 

Revenue by Sector is analysed as follows:

 

 (Amounts in thousands €)    Energy     Metals   Infrastructure & Concessions      Total
 01.01 - 30.06.2025          2,916,271  479,552  211,680                           3,607,503
 01.01 - 30.06.2024          1,988,236  411,950  81,861                            2,482,047

 

In the following table, revenue is disaggregated by primary geographical
market and segment.

 

 (Amounts in thousands €)           Energy     Metals     Infrastructure & Concessions      Total
 01.01-30.06.2025
 Greece                             1,228,979  225,292    211,213                           1,665,484
 European Union (excluding Greece)  845,572    236,185    -                                 1,081,757
 Other countries                    841,720    18,075     467                               860,262
 Total                              2,916,271   479,552   211,680                           3,607,503

 (Amounts in thousands €)           Energy     Metals     Infrastructure & Concessions      Total
 01.01-30.06.2024
 Greece                             951,449    186,842    77,626                            1,215,917
 European Union (excluding Greece)  755,716    207,515    3,841                             967,072
 Other countries                    281,071    17,593     394                               299,058
 Total                              1,988,236  411,950    81,861                            2,482,047

 

The transaction price allocated to the remaining performance obligations
(unsatisfied or partially unsatisfied) associated with the backlog of projects
as at the period end, excluding Asset Rotation Plan projects, that is expected
to be recognised in future periods was as follows:

 

 30.06.2025                                                     up to 1 year  1-3 years  3-5 years  > 5 years     Total
 (Amounts in thousands €)
 Revenue to be recognised for M Power Projects                  513,452       431,969    41,733     673           987,827
 Revenue to be recognised for M Renewables                      583,421       70,896     -          -             654,317
 Revenue to be recognised for Infrastructure & Concessions      750,226       330,313    6,750      -             1,087,289
 Total                                                          1,847,099     833,178    48,483     673           2,729,434

 

 31.12.2024                                                     up to 1 year  1-3 years  3-5 years  > 5 years     Total
 (Amounts in thousands €)
 Revenue to be recognised for M Power Projects                  484,098       529,299    67,858     24,653        1,105,908
 Revenue to be recognised for M Renewables                      413,320       49,800     -          -             463,120
 Revenue to be recognised for Infrastructure & Concessions      453,130       456,847    67,852     -             977,829
 Total                                                          1,350,548     1,035,946  135,710    24,653        2,546,857

 

The transaction price allocated to the remaining performance obligations
(unsatisfied or partially unsatisfied) associated with the backlog of Asset
Rotation Plan projects (M Renewables segment) as at the period end is expected
to be recognised in future periods.

 

                             Asset Rotation Plan
 (Amounts in thousands €)    up to 1 year  1-3 years  3-5 years  > 5 years     Total
 30.06.2025                  804,089       226,683    -          -             1,030,772
 31.12.2024                  417,714       423,200    -          -             840,914

 

The Group has not adopted the practical expedients permitted by IFRS 15,
therefore all contracts which have an original expected duration of one year
or less have been included in the table above. The estimate of the transaction
price represents a contractually agreed amount and does not include any
amounts of variable consideration which are constrained.

 

Other Disclosures

                               METLEN ENERGY & METALS GROUP
 Cost of Sales                 Energy       Metals     Infrastructure & Concessions      Intersegment  Total
 (Amounts in thousands  €)
 2025                          (2,696,033)  (366,238)  (178,452)                         (5,964)       (3,246,687)
 2024                          (1,699,097)  (285,705)  (79,438)                          (3,655)       (2,067,895)

 

Assets & Liabilities

The Group's non-current assets, Property, plant and equipment, Goodwill and
Intangible Assets, are divided into the following geographical areas:

 

                                    METLEN ENERGY & METALS GROUP
                                    Non- Current assets
 (Amounts in thousands  €)          30.06.2025         31.12.2024
 Greece                             2,606,670          2,642,847
 European Union (excluding Greece)  26,238             15,155
 Other countries                    488,420            639,212
 Total                              3,121,328          3,297,214

 

The Group's assets and liabilities per operating segment are presented as
follows:

 

                               METLEN ENERGY & METALS GROUP
                               30.06.2025
 (Amounts in thousands  €)     Energy     Metals     Infrastructure & Concessions      Total
 Total Assets                  8,375,695  2,271,094  516,598                           11,163,387
 Total Liabilities             3,232,288  368,390    239,081                           3,839,759

                               31.12.2024
 (Amounts in thousands  €)     Energy     Metals     Infrastructure & Concessions      Total
 Total Assets                  8,948,597  2,256,614  467,933                           11,673,144
 Total Liabilities             3,942,433  507,824    220,627                           4,670,884

 

Total assets

 (Amounts in thousands  €)                              30.06.2025  31.12.2024
 Total segment asset                                    11,163,387  11,673,144
 Intersegment eliminations                              (794,987)   (1,311,841)
 Unallocated Assets:
 Right of use Assets                                    123,087     124,103
 Cash and cash equivalent                               64,992      96,967
 Financial assets at fair value through profit or loss  40,574      23,237
 Property, plant and equipment                          37,997      36,321
 Other                                                  27,497      26,189
 Total Assets                                           10,662,547  10,668,120

 

Total liabilities

 (Amounts in thousands  €)           30.06.2025  31.12.2024
 Total segment liabilities           3,839,759   4,670,884
 Intersegment eliminations           22,251      (95,071)
 Unallocated liabilities:
 Debt                                3,150,672   2,709,635
 Lease liabilities                   138,229     136,375
 Provision for income tax liability  -           67,189
 Dividend payable                    209,083     4,460
 Other                               61,483      81,768
 Total liabilities                   7,421,477   7,575,240

 

4. Property, plant and equipment

 

Property, plant and equipment presented in the financial statements are
analysed as follows:

 

                                             METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)                    Land & buildings      Mechanical equipment  Furniture fixtures and fitting  Assets under construction  Total
 Net book value at 31.12.2024                442,379               1,809,054             14,422                          251,459                    2,517,314
 Gross book value                            604,125               2,934,088             62,660                          360,278                    3,961,151
 Accumulated depreciation and/or impairment  (162,493)             (1,273,521)           (49,339)                        -                          (1,485,353)
 Net book value at 30.06.2025                441,632               1,660,567             13,321                          360,278                    2,475,798

 

 (Amounts in thousands €)          Land & buildings      Mechanical equipment  Furniture fixtures and fitting  Assets under construction  Total
 Net book value at 31.12.2024      442,379               1,809,054             14,422                          251,459                    2,517,314
 Additions                         9,492                 16,036                1,160                           112,833                    139,521
 Disposals                         (1,461)               (128,346)             (940)                           (2)                        (130,749)
 Depreciation                      (10,538)              (36,304)              (1,397)                         -                          (48,239)
 Transfers                         3,743                 157                   112                             (4,012)                    -
 Net foreign exchange differences  (1,983)               (30)                  (36)                            -                          (2,049)
 Net book value at 30.06.2025      441,632               1,660,567             13,321                          360,278                    2,475,798

 

The table below provides a detailed summary of the composition of the Group's
property, plant and equipment.

 

                                 METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)        30.06.2025         31.12.2024
 Land                            156,273            156,205
 Metallurgy - Production plants  515,173            509,057
 Metallurgy - Mining-Quarries    10,600             11,782
 Thermal plants                  601,677            627,313
 Renewable Energy Sources        783,650            912,900
 Other                           48,147             48,597
 Assets under construction       360,278            251,459
 Total                           2,475,798          2,517,314

 

Additions of the period are mainly related to the Metals sector plant
expansion plan, as well as the development of Renewable projects in Greece
with the intention to retain and operate. Disposals for the period include the
sale of PV assets in Chile under the Group's Asset Rotation Plan.

 

 

                                             METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                    Land & buildings      Mechanical equipment  Furniture fixtures and fitting  Assets under construction  Total
 Net book value at 31.12.2024                336,391               788,786               9,633                           82,071                     1,216,881
 Gross book value                            434,850               1,705,905             50,569                          124,206                    2,315,531
 Accumulated depreciation and/or impairment  (101,357)             (927,807)             (41,612)                        -                          (1,070,776)
 Net book value at 30.06.2025                333,493               778,098               8,957                           124,206                    1,244,754

 

 

 (Amounts in thousands €)      Land & buildings      Mechanical equipment  Furniture fixtures and fitting  Assets under construction  Total
 Net book value at 31.12.2024  336,391               788,786               9,633                           82,071                     1,216,881
 Additions                     1,452                 15,205                84                              42,423                     59,164
 Depreciation                  (4,369)               (26,050)              (872)                           -                          (31,291)
 Transfers                     19                    157                   112                             (288)                      -
 Net book value at 30.06.2025  333,493               778,098               8,957                           124,206                    1,244,754

 

5. Intangible assets

 

Intangible assets presented in the financial statements are analysed as
follows:

                                                        METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)                               Software           Mining development      Licenses             Other intangible assets     Total
 Net book value at 31.12.2024                           2,706              24,408                  190,702              282,589                     500,405
 Gross book value                                       15,753             96,931                  249,931              291,556                     654,171
 Accumulated depreciation and / or impairment           (13,564)           (71,282)                (64,601)             (138,689)                   (288,136)
 Net book value at 30.06.2025                           2,189              25,649                  185,330              152,867                     366,035

 (Amounts in thousands €)      Software                        Mining development      Licenses           Other intangible assets     Total
 Net book value at 31.12.2024  2,706                           24,408                  190,702            282,589                     500,405
 Additions                     721                             2,828                   160                20,447                      24,156
 Disposals                     (890)                           -                       (40)               (135,815)                   (136,745)
 Amortisation                  (348)                           (1,587)                 (5,492)            (14,354)                    (21,781)
 Net book value at 30.06.2025  2,189                           25,649                  185,330            152,867                     366,035

 

Licenses include licenses for operational RES, as well as licenses for
conventional power plants.

 

Other intangible assets mainly include CO(2) emission rights, clientele, cost
of obtaining customer relationships.

 

Disposals of the period are mainly related to the sale of CO(2) emission
rights.

 

The following table summarises the detailed composition of the Group's
intangibles.

 

                                              METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)                     30.06.2025         31.12.2024
 Software                                     2,189              2,706
 Metallurgy - Mining - Quarries               40,781             38,312
 Renewable Energy Sources licenses and other  134,602            138,850
 CO(2) emission rights                        44,864             181,539
 Clientele                                    28,920             31,859
 Cost of obtaining customer relationships     41,678             31,026
 Thermal Plant licenses and other             66,118             67,358
 Other                                        6,883              8,755
 Total net book value                         366,035            500,405

 

Clientele and cost of obtaining contracts with customers relate to the energy
retail business unit of the Group.

 

CO(2) emission rights are designated to be surrendered for Metallurgy and
Thermal Plants, according to the EU ETS system.

 

The maturity stage of the licenses for Renewable Energy Sources in the Group's
portfolio is presented in Inventory (Note 7).

 

                                               METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                      Software  Licenses  Other intangible assets  Total
 Net book value at 31.12.2024                  1,512     51,825    179,518                  232,854
 Gross book value                              13,155    92,933    132,087                  238,176
 Accumulated depreciation and / or impairment  (11,863)  (42,231)  (77,575)                 (131,669)
 Net book value at 30.06.2025                  1,292     50,702    54,512                   106,507

 

 (Amounts in thousands €)      Software  Licenses  Other intangible assets  Total
 Net book value at 31.12.2024  1,512     51,825    179,518                  232,854
 Additions                     22        101       18,463                   18,586
 Disposals                     -         -         (134,874)                (134,874)
 Amortisation                  (241)     (1,223)   (8,594)                  (10,059)
 Net book value at 30.06.2025  1,292     50,702    54,512                   106,507

 

6. Contract balances

 

The following table provides a summary of contract assets and liabilities
arising from the Group's contracts with customers.

                             METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)    30.06.2025         31.12.2024         30.06.2025        31.12.2024
 Contract assets             2,420,880          1,380,758          301,024           257,808
 Contract liabilities        111,711            146,828            82,643            118,169

 

Trade receivables are included within the 'Trade and other receivables'. See
Note 8 for further details.

 

Contract assets are disaggregated by major business unit split between
non-current and current classification:

 

                                     METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)            30.06.2025         31.12.2024         30.06.2025        31.12.2024
 M Renewables (Asset Rotation plan)  471,520            514,207            -                 -
 Total non-current contract assets   471,520            514,207            -                 -

 

                                     METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)            30.06.2025         31.12.2024         30.06.2025        31.12.2024
 M Power Projects (EPC)              347,165            312,469            301,024           257,808
 M Renewables (Asset Rotation plan)  1,285,427          266,865            -                 -
 M Renewables (EPC)                  173,714            195,576            -                 -
 Infrastructure & Concessions        143,054            91,641             -                 -
 Total current contract assets       1,949,360          866,551            301,024           257,808

Contract assets comprise unbilled balances not yet due on contracts where
revenue recognition does not align with the agreed payment schedule related to
the Group's construction activity EPC as well as from balances from
development and construction agreements for renewable energy projects (Asset
Rotation Plan).

The increase in the contractual assets of the M Power Projects Segment in the
Energy Sector primarily stems from the Group's EPC projects in Greece and the
United Kingdom, where there was an increased time lag between the progress of
work and the predefined contractual billing (mainly milestones).

 

The total contractual assets of the M Renewables Segment in the Energy Sector
as at 30 June 2025 amount to €1,930,661 thousand (31 December 2024:
€976,648 thousand), originating from development and construction agreements
for renewable energy projects (Asset Rotation Plan) as well as from
construction contracts EPC in various countries worldwide. The increase in
assets for this activity is primarily due to new development and construction
agreements for photovoltaic parks mainly in Chile as well as Romania, Italy
and Bulgaria (see Note 3). The long-term portion of the contractual assets
pertains to projects whose development and construction agreements were signed
between 2023 and 30 June 2025, with the majority of their receipts expected to
be realised within 2 years.

 

Finally, the increase in the Infrastructure & Concessions Sector is due to
the increased activity of concession motorway and railway projects undertaken
by the Group in Greece.

 

Contract liabilities are disaggregated by major business unit as follows:

 

                                     METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)            30.06.2025         31.12.2024         30.06.2025        31.12.2024
 M Power Projects (EPC)              82,643             118,169            82,643            118,169
 M Renewables (EPC)                  25,564             22,765             -                 -
 Infrastructure & Concessions        3,504              5,894              -                 -
 Total current contract liabilities  111,711            146,828            82,643            118,169

 

Contract liabilities relate to consideration received from customers for the
Group's construction activities, for which revenue is recognised based on the
stage of completion of the contract. The balance reduces as revenue is
subsequently recognised in the following periods, offset by further advanced
consideration received. Reduction in the period relates to Power Projects in
Poland. The contractual obligations are recognised as revenue in the income
statement over a period of approximately 2 years, depending on the nature and
progress of each project.

 

The following table summarises the reconciliation of contract liabilities in
each reporting period:

 

                                                      METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                             2025               2024*              2025              2024*
 At 01 January                                        146,828            185,068            118,169           174,339
 Deferred during the period/year                      39,652             104,068            33,033            71,047
 Recognised as revenue during the period/year         (73,024)           (137,209)          (68,559)          (127,217)
 Performance obligations satisfied in previous years  (1,745)            (5,099)            -                 -
 At 30 June / *31 December                            111,711            146,828            82,643            118,169

 

*Comparatives relate to full year figures

 

7. Inventory

                                            METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands  €)                  30.06.2025         31.12.2024         30.06.2025        31.12.2024
 Metallurgy inventory                       223,618            231,528            193,604           201,261
 Asset Rotation Plan RES under development  891,775            1,247,540          -                 -
 Thermal plant spare parts                  41,155             39,536             26,130            24,998
 Natural gas                                14,510             11,550             14,510            11,550
 CO(2) emissions rights                     -                  63,633             -                 63,633
 Other                                      1,685              1,668              -                 -
 Total                                      1,172,743          1,595,455          234,244           301,442
 Less: Provision for inventory              (5,349)            (5,349)            (4,239)           (4,239)
 Total inventories                          1,167,393          1,590,106          230,004           297,202

The decrease in the "Renewable Energy Sources under development" account is
mainly attributed to the sale of a portfolio of photovoltaic parks in Chile by
METKA EGN (M Renewables Segment), partially offset by the acquisition and
development of new photovoltaic projects.

 

Additionally, during the period the Group sold CO(2) emission rights,
classified within Inventory, amounting to €64 million.

 

The Group's total RES portfolio as at 30 June 2025 is analyses as shown below.
The carrying amounts for these projects are classified within Property, Plant
and Equipment for the projects operated by the Group and within Inventory for
the projects that are part of the Group's Asset Rotation Plan.

 

 Global RES Portfolio - MW
 Global RES Portfolio         MW
 In Operation                 907
 Australia                    377
 Greece                       371
 Ireland                      14
 Italy                        13
 Romania                      58
 South Korea                  4
 UK                           70
 Under Construction           1,712
 Australia                    150
 Greece                       817
 Italy                        145
 Romania                      363
 South Korea                  24
 UK                           213
 Ready to Build               702
 Greece                       28
 Ireland                      19
 Italy                        167
 Romania                      365
 Spain                        99
 UK                           22
 Late Stage of Development*   2,175
 Australia                    528
 Chile                        494
 Greece                       52
 Italy                        771
 Romania                      227
 Spain                        88
 South Korea                  16
 Middle Stage of Development  2,206
 Early Stage of Development   4,407
 Grand Total **               12,109

 

*Late stage of development, refers to projects that will reach the RTB status
within the next c.6m

**Excludes Canada portfolio and PPC deal portfolio

 

8. Trade and other receivables

 

                                                                       METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                                              30.06.2025         31.12.2024         30.06.2025        31.12.2024
 Receivables from third-party customers                                889,903            1,051,675          744,545           661,094
 Cheques receivable                                                    5,373              5,260              2,669             2,693
 Less: Allowance for expected credit losses                            (129,961)          (120,061)          (100,188)         (93,431)
 Net trade receivables                                                 765,316            936,874            647,026           570,357
 Other debtors                                                         229,373            279,879            305,323           276,856
 Receivables from the State                                            146,554            141,832            102,480           87,074
 Receivables from subsidiaries                                         -                  -                  1,742,276         1,712,561
 Accrued income                                                        117,313            160,344            51,550            68,764
 Accrued income related to trading and energy generation activities    142,332            143,030            154,464           152,739
 Accrued income related to Metallurgy                                  129,429            94,600             129,429           94,600
 Unbilled retail revenue                                               207,530            213,293            181,378           197,809
 Prepayments                                                           295,647            361,759            226,865           307,511
 Less: Allowance for expected credit losses                            (6,131)            (4,061)            (5,650)           (3,512)
 Net other receivables                                                 1,262,047          1,390,676          2,888,115         2,894,402
 Total net trade and other receivables                                 2,027,363          2,327,550          3,535,141         3,464,759

 

Allowance for expected credit losses

                             METLEN ENERGY & METALS GROUP      METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)    Trade and other receivables
 Balance at 01.01. 2024      91,467                            86,470
 Provision of the period     28,594                            6,961
 Balance at 31.12.2024       120,061                           93,431
 Provision of the period     9,900                             6,757
 Balance at 30.06.2025       129,961                           100,188

 

In the net movement of provision amount of €9.9 million, €7.4 derives from
MECS subsegment, €1.9 from M Renewables and €0.6 Infrastructure &
Concessions.

 

                             METLEN ENERGY & METALS GROUP      METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)    Other Receivables
 Balance at 01.01.2024       1,840                             1,888
 Provision of the period     2,221                             1,624
 Balance at 31.12.2024       4,061                             3,512
 Provision of the period     2,070                             2,138
 Balance at 30.06.2025       6,131                             5,650

 

Other long-term receivables relate mainly to collateral paid for leases and
collateral given to transmission system operators of the Gas Trading business.
The relevant decrease mainly stemming from the settlement of the latter, due
to the normalization of the market conditions.

 

9. Issued capital

 

As of 30 June 2025, the share capital of METLEN Energy & Metals S.A.
amounts to €138,814,916.17, divided into 143,108,161 issued and outstanding
shares at a par value of €0.97 per share.

 

The movement in the number of ordinary shares, share capital and treasury
shares are reported in the following table:

 

                                                                             Ordinary Shares                                      Treasury Shares                                      Convertible loan equity reserve
                                                                             (Shares in thousands)  (amounts in thousands  €)     (Shares in thousands)  (amounts in thousands  €)     (amounts in thousands  €)
 Outstanding at 01.01.2024                                                   142,891                138,604                       4,594                  (81,299)                      1,945
 Treasury shares - Share buyback                                             -                      -                             908                    (31,927)                      -
 Treasury shares - ‎Awarded ‎according to ‎shared based ‎programmes          -                      -                             (139)                  2,661                         -
 Outstanding at 31.12.2024                                                   142,891                138,604                       5,363                  (110,565)                     1,945
 Convertible Bond Loan                                                       -                      -                             -                      -                             (1,945)
 Share capital increase                                                      217                    210                           -                      -                             -
 Treasury shares - Share buyback                                             -                      -                             174                    (6,324)                       -
 Treasury shares - Allocated to institutional investors                      -                      -                             (5,250)                110,750                       -
 Treasury Shares - Distributed for acquisitions                              -                      -                             (235)                  5,028                         -
 Treasury shares - ‎Awarded ‎according to ‎shared based ‎programmes          -                      -                             (49)                   1,042                         -
 Outstanding at 30.06.2025                                                   143,108                138,815                       3                      (69)                          -

 

The Group's ordinary share capital reflects the total number of shares in
issue, which are publicly traded. With respect to distribution of dividends
and the repayment of capital, the provisions of Greek Corporate Law 4548/2018
apply. Treasury shares represent the holding of METLEN S.A.'s own shares. The
shares held in treasury stock have no voting rights attached to them, and
treasury shares are not included for purposes of quorum and the voting process
in general meetings of shareholders.

 

METLEN Energy & Metals S.A. has a share premium balance at 30 June 2025 of
€124.7 million (2024: €124.7 million) consequently, there was nil share
movement in the share premium account in 2025.

 

During the period, 5,250 million treasury shares were allocated to
institutional investors in settlement of convertible bond loans. The table
above reflects the weighted average price at the date of sale.

 

Treasury shares

 

The Extraordinary General Meeting of Shareholders dated 27 March 2024 approved
to renew the approval and terms for acquisition of own shares for an
additional twenty-four (24) months period, i.e. until 26 March 2026, with
maximum number of Company shares to be acquired a total of up to 14,289,116,
minimum price €0.97 per share and maximum price €50 per share and
authorised the Board of Directors to implement the New Own Share Buyback
Program. The own shares that the Company holds at any given time (including
the own shares that the Company has already acquired and holds) are intended
for any purpose and use permitted by and in compliance with the law
(including, indicatively but without limitation, reduction of share capital
and cancellation, or/and distribution to personnel or/and members of the
management of the Company or/and of any affiliated company). The Board of
Directors decided on 27 March 2024 to start implementation of the New Own
Share Buyback Program by the Company.

 

On 18 June 2025, a total of 48,746 own common registered shares with a total
value of €2,145,798.92, calculated based on the closing price of €44.02 on
the previous day, were awarded for free. These shares had been acquired from 1
June 2020 to 20 March 2025 under and in accordance with the terms of the
Company's own share acquisition program, which was approved by the
Extraordinary General Meeting of shareholders on 27 March 2020, 23 March 2022,
10 April 2023, and 27 March 2024.

 

Also, on 18 June 2025, 235,295 own shares were transferred as part of the
agreed consideration for the already announced share acquisition of the
company WATT+VOLT - "Watt and Volt Anonymous Company for the Exploitation of
Alternative Forms of Energy".

 

Following the aforementioned transactions, METLEN holds in aggregate 3,206
treasury shares, equivalent to 0.002% of the total number of shares in issue.

 

Convertible bonds

 

On 10 February 2025, due to the exercise of the exchange right under the terms
of the exchangeable bond loan issued on 7 February 2023 by METLEN, entities
controlled by Fairfax Financial Holdings Limited (hereinafter: "FFH" or
"Bondholders") acquired a total of 2,500,000 common registered voting shares
of METLEN. Additionally, on 30 June 2025, due to the exercise of the exchange
right under the terms of the already announced exchangeable bond issued on 28
March 2025 by METLEN, controlled entities by Fairfax Financial Holdings
Limited acquired a total of 2,750,000 common registered voting shares of
METLEN. As a result of the above, as of 30 June 2025, FFH holds 11,938,047
METLEN shares corresponding to a participation percentage of 8.34% of its
total voting shares. The shares acquired by FFH were allocated from the
treasury shares held by the Company.

 

Other transactions

 

The Annual General Meeting of METLEN's shareholders, held on 3 June 2025,
resolved to increase the Company's share capital by €210,490 through the
capitalisation of an equal amount from distributable reserves, by issuing
217,000 new common registered voting shares of the Company, with a nominal
value of €0.97 each.

 

Pursuant to this increase, 217,000 new common registered voting shares with a
nominal value of €0.97 each were issued, which will be distributed for free
to key management personnel or/and higher officers of the Company or/and
affiliated companies, or/and persons that provide services to the Company on a
permanent basis, as part of the implementation of the Long-Term Program for
Free Distribution of Shares, as approved by the Annual General Meeting of
shareholders on 15 June 2021 and as amended by the Annual General Meeting on 4
June 2024, in accordance with the provisions of article 114 of Law 4548/2018.

 

10. Dividends

 

Dividends distributed (for the period ended 30.06.2025)

 

The Annual Regular General Meeting of the Shareholders of the Company, held on
3 June 2025, resolved, among others, to distribute a dividend in the amount of
one euro and fifty eurocents (€1.50) per share.

 

The final dividend amount that was paid out stands at €1.5294240342 per
share, increased by the dividend corresponding to 2,753,206 own shares that
were held by the Company on 26 June 2025 (ex-dividend date). The dividend is
subject to a 5% withholding tax, in accordance with the applicable tax
provisions (with the exception or differentiation of such withholding for
shareholders falling under special provisions). Therefore, the net amount of
dividend which was paid to shareholders amounted to €1.4529528325 per share.

 

The ex-date was set to 26 June 2025 and payment of the dividend to the
beneficiaries commenced on 2 July 2025. The beneficiaries of the dividend are
the shareholders registered in the records of the Dematerialised Securities
System (DSS) of the "Hellenic Central Securities Depository" on 27 June 2025
(record date).

 

Dividends paid (for the period ended 30.06.2024)

 

The General Assembly of the Shareholders (GA) of METLEN Energy & Metals
S.A. on 4 June 2024 approved the distribution of dividend of gross amount
€214.34 million or one euro and fifty eurocents (€1.50) per share. The
payment of the dividend to shareholders was initiated on 2 July 2024.

 

11. Financial assets and financial liabilities

 

a)             Accounting classification

 

The Group's exposure to various risks associated with the financial
instruments as presented in 11d. The maximum exposure to credit risk at the
end of the reporting period is the carrying amount of each class of financial
assets mentioned above. The Group & Company hold the following financial
instruments:

 

 METLEN ENERGY & METALS GROUP
                                     30.06.2025                                                                                                   31.12.2024
 (Amounts in thousands €)            Amortised cost  Fair Value Through Profit or Loss  Fair Value Through Other Comprehensive Income  Total      Amortised cost  Fair Value Through Profit or Loss  Fair Value Through Other Comprehensive Income  Total
 Cash and cash equivalents           1,296,687       -                                  -                                              1,296,687  1,381,772       -                                  -                                              1,381,772
 Restricted cash                     19,303          -                                  -                                              19,303     13,486          -                                  -                                              13,486
 Trade and other receivables         2,027,362       -                                  -                                              2,027,362  2,327,550       -                                  -                                              2,327,550
 Derivatives - Designated as hedges  -               75,924                             31,729                                         107,653    -               40,700                             47,308                                         88,008
 Other financial investments         -               40,780                             -                                              40,780     -               23,443                             -                                              23,443
 Other financial assets              168,516         -                                  -                                              168,516    187,891         -                                  -                                              187,891
 Total of financial assets           3,511,868       116,704                            31,729                                         3,660,301  3,910,699       64,143                             47,308                                         4,022,150
 Trade and other payables            2,330,065       -                                  -                                              2,330,065  2,519,904       -                                  -                                              2,519,904
 Lease liabilities                   219,931         -                                  -                                              219,931    214,459         -                                  -                                              214,459
 Derivatives - Designated as hedges  -               9,199                              55,470                                         64,669     -               12,439                             37,480                                         49,919
 Debt                                4,278,310       -                                  -                                              4,278,310  4,047,217       -                                  -                                              4,047,217
 Total of financial liabilities      6,828,306       9,199                              55,470                                         6,892,975  6,781,580       12,439                             37,480                                         6,831,499

 

 METLEN ENERGY & METALS S.A.
                                     30.06.2025                                                                                                   31.12.2024
 (Amounts in thousands €)            Amortised cost  Fair Value Through Profit or Loss  Fair Value Through Other Comprehensive Income  Total      Amortised cost  Fair Value Through Profit or Loss  Fair Value Through Other Comprehensive Income  Total
 Cash and cash equivalents           630,475         -                                  -                                              630,475    488,182         -                                  -                                              488,182
 Trade and other receivables         3,535,141       -                                  -                                              3,535,141  3,464,759       -                                  -                                              3,464,759
 Derivatives - Designated as hedges  -               20,748                             31,693                                         52,441     -               -                                  38,882                                         38,882
 Other financial investments         -               40,574                             -                                              40,574     -               23,237                             -                                              23,237
 Other financial assets              168,410         -                                  -                                              168,410    180,619         -                                  -                                              180,619
 Total of financial assets           4,334,026       61,322                             31,693                                         4,427,041  4,133,560       23,237                             38,882                                         4,195,679
 Trade and other payables            1,752,607       -                                  -                                              1,752,607  1,817,242       -                                  -                                              1,817,242
 Lease liabilities                   149,540         -                                  -                                              149,540    148,055         -                                  -                                              148,055
 Derivatives - Designated as hedges  -               7,021                              31,139                                         38,160     -               -                                  28,891                                         28,891
 Debt                                3,107,018       -                                  -                                              3,107,018  2,890,684       -                                  -                                              2,890,684
 Total of financial liabilities      5,009,165       7,021                              31,139                                         5,047,325  4,855,981       -                                  28,891                                         4,884,872

 

b)            Recognised fair value measurements

 

Fair value hierarchy

 

The following table shows the classification of the Group's & Company's
financial instruments by valuation method in accordance with IFRS 13 "Fair
Value Measurement":

                                                         METLEN ENERGY & METALS GROUP
                                                         30.06.2025                          31.12.2024
 (Amounts in thousands €)                                Level 1  Level 2  Level 3  Total    Level 1  Level 2  Level 3  Total
 Financial assets
 Derivatives - designated as hedges                      -        36,189   71,463   107,653  -        38,776   49,232   88,008
 Financial assets at fair value through profit and loss  40,780   -        -        40,780   23,443   -        -        23,443
 Other financial assets                                  -        168,516  -        168,516  -        185,306  2,585    187,891
 Financial assets                                        40,780   204,705  71,463   316,948  23,443   224,082  51,817   299,342
 Presented on the balance sheet as:
 Derivatives - current assets                            -        31,060   20,748   51,808   -        25,557   8,532    34,089
 Derivatives - non-current assets                        -        5,130    50,716   55,845   -        13,219   40,700   53,919
 Financial assets at fair value through profit and loss  40,780   -        -        40,780   23,443   -        -        23,443
 Other financial assets                                  -        168,516  -        168,516  -        185,306  2,585    187,891

 Financial liabilities
 Derivatives - designated as hedges                      -        59,909   4,760    64,669   -        36,942   12,977   49,919
 Financial Liabilities                                   -        59,909   4,760    64,669   -        36,942   12,977   49,919
 Presented on the balance sheet as:
 Derivatives - current liabilities                       -        48,266   4,760    53,026   -        31,377   12,977   44,354
 Derivatives - non-current liabilities                   -        11,643   -        11,643   -        5,565    -        5,565

 

                                                         METLEN ENERGY & METALS S.A.

                                                         30.06.2025                          31.12.2024
 (Amounts in thousands €)                                Level 1  Level 2  Level 3  Total    Level 1  Level 2  Level 3  Total
 Financial assets
 Derivatives - designated as hedges                      -        31,693   20,748   52,441   -        30,350   8,532    38,882
 Financial assets at fair value through profit and loss  40,574   -        -        40,574   23,237   -        -        23,237
 Other financial assets                                  -        168,410  -        168,410  -        180,619  -        180,619
 Financial assets                                        40,574   200,103  20,748   261,425  23,237   210,969  8,532    242,738
 Presented on the balance sheet as:
 Derivatives - current assets                            -        26,563   20,748   47,311   -        19,651   8,532    28,183
 Derivatives - non-current assets                        -        5,130    -        5,130    -        10,699   -        10,699
 Financial assets at fair value through profit and loss  40,574   -        -        40,574   23,237   -        -        23,237
 Other financial assets                                  -        168,410  -        168,410  -        180,619  -        180,619

 Financial liabilities
 Derivatives - designated as hedges                      -        33,476   4,684    38,160   -        28,353   538      28,891
 Financial Liabilities                                   -        33,476   4,684    38,160   -        28,353   538      28,891
 Presented on the balance sheet as:
 Derivatives - current liabilities                       -        27,814   4,684    32,498   -        25,739   538      26,277
 Derivatives - non-current liabilities                   -        5,662    -        5,662    -        2,614    -        2,614

 

The increase of financial assets at fair value through profit and loss relates
mainly to purchase of shares of listed company.

 

There were no transfers between levels 1, 2 and 3 of the fair value hierarchy
in any of the periods presented.

 

Valuation techniques used to determine fair values

 

Specific valuation techniques used to value financial instruments include:

•              the use of quoted market prices or dealer quotes
for similar instruments;

•              for interest rate swaps: the present value of
the estimated future cash flows based on observable yield curves;

•              for foreign currency forwards: the present value
of future cash flows based on the forward exchange rates at the reporting
date;

•              for foreign currency options: option pricing
models (e.g. Black-Scholes model); and

•              for other financial instruments: discounted cash
flow analysis.

All material resulting fair value estimates are included in either Level 1 or
Level 2. There has been no changes in the valuation techniques used by the
Group in determining Level 2 and Level 3 fair values.

 

Valuation processes

 

The finance department of the Group includes a team that performs the
valuations of items required for financial reporting purposes, including Level
3 fair values. This team reports directly to the CFO and the Group's Audit
Committee. Discussions of valuation processes and results are held between the
CFO, the Group's Audit Committee and the valuation team at least once every
six months, in line with the Group's half-yearly reporting periods.

 

 

 

Effects of derivatives on the statement of financial position

 

The fair value of derivative financial instruments is based on observable
market data. For all derivative contracts, actual values are confirmed by the
credit institutions or brokers with which the Group has entered into the
respective agreements.

•              For commodity contracts (i.e., natural gas &
aluminium), fair value is determined by reference to: Natural Gas: The Title
Transfer Facility (TTF) price and Aluminium: The London Metal Exchange (LME)
price.

•              For Interest rate contracts, fair value is
determined by reference to the relevant interest rate benchmark index (i.e.,
EURIBOR/USD, SOFR/AUD).

•              For exchange rate contracts, fair value is
determined by reference to the relevant price of USD/EUR.

 

The Group & Company hold the following derivatives at the reporting date:

 

 METLEN ENERGY & METALS GROUP
                             30.06.2025                                               31.12.2024
 (Amounts in thousands €)    Assets (Carrying Amount)  Liabilities (Carrying Amount)  Assets (Carrying Amount)  Liabilities (Carrying Amount)
 Foreign exchange risk
 Foreign Exchange Contracts  18,766                    (25,419)                       12,245                    (23,353)
 Swaps                       2,626                     (784)                          165                       (2,277)

 Price risk
 Futures                     2,817                     (3,542)                        6,986                     (3,646)
 Options                     -                         (1,792)                        -                         (2,338)
 Swaps                       7,520                     (25,545)                       19,380                    (2,413)
 Physical forwards           20,748                    (4,683)                        8,532                     (538)
 Virtual PPAs                55,176                    (2,177)                        40,700                    (12,439)

 Interest Rate Risk
 Swaps                       -                         (727)                          -                         (2,915)
 Total                       107,653                   (64,669)                       88,008                    (49,919)

 

 METLEN ENERGY & METALS S.A.
                             30.06.2025                                               31.12.2024
 (Amounts in thousands €)    Assets (Carrying Amount)  Liabilities (Carrying Amount)  Assets (Carrying Amount)  Liabilities (Carrying Amount)
 Foreign exchange risk
 Foreign Exchange Contracts  18,766                    (1,994)                        4,120                     (20,081)
 Swaps                       2,626                     (784)                          165                       (2,277)

 Price risk
 Futures                     2,780                     (3,361)                        6,686                     (1,244)
 Options                     -                         (1,792)                        -                         (2,338)
 Swaps                       7,520                     (25,545)                       19,380                    (2,413)
 Physical forwards           20,748                    (4,683)                        8,532                     (538)
 Total                       52,441                    (38,159)                       38,883                    (28,891)

 

Transfers from the hedging reserve to the statement of profit and loss relate
to the maturity of the positions and are presented below:

                             METLEN ENERGY & METALS GROUP
                             01.01-30.06.2025                  01.01-31.12.2024
 (Amounts in thousands €)    Amount reclassified               Amount reclassified

from hedging reserve
from hedging reserve

to profit and loss
to profit and loss
 Foreign exchange risk
 Foreign Exchange Contracts  (5,775)                           7,651
 Options                     1,942                             (2,052)
 Swaps                       (1,810)                           (112)

 Price risk
 Futures                     2,934                             (1,893)
 Options                     256                               (18,768)
 Swaps                       2,939                             23,969
 Physical forwards           8,071                             -
 Total                       8,558                             8,795

 

                             METLEN ENERGY & METALS S.A.
                             01.01-30.06.2025                 01.01-31.12.2024
 (Amounts in thousands €)    Amount reclassified              Amount reclassified

from hedging reserve
from hedging reserve

to profit and loss
to profit and loss
 Foreign exchange risk
 Foreign Exchange Contracts  (7,790)                          13,822
 Options                     1,942                            (2,052)
 Swaps                       (1,810)                          (112)

 Price risk
 Futures                     2,634                            (1,934)
 Options                     256                              (18,768)
 Swaps                       2,939                            23,969
 Physical forwards           8,071                            -
 Total                       6,242                            14,925

 

The Group recognises any ineffectiveness relating to the hedging relationship
immediately in the statement of profit or loss. During 2024 and in the six
months ended 30 June 2025, no ineffectiveness was recognised in the statement
of profit or loss.

 

Gains (losses) recognised in other comprehensive income as at the end of the
period are presented below:

 

 METLEN ENERGY & METALS GROUP
                             01.01 - 30.06.2025                                       01.01 - 31.12.2024
 (Amounts in thousands €)    Gains (losses) recognised in other comprehensive income  Gains (losses) recognised in other comprehensive income
 Foreign exchange risk
 Foreign Exchange Contracts  4,454                                                    (18,614)
 Options                     -                                                        2,052
 Swaps                       3,953                                                    (2,001)

 Price risk
 Futures                     (9,462)                                                  9,171
 Options                     546                                                      2,522
 Swaps                       (35,024)                                                 (6,923)

 Interest Rate Risk
 Swaps                       2,188                                                    (2,220)
 Total                       (33,345)                                                 (16,013)

 METLEN ENERGY & METALS S.A.
                             01.01 - 30.06.2025                                       01.01 - 31.12.2024
 (Amounts in thousands €)    Gains (losses) recognised in other comprehensive income  Gains (losses) recognised in other comprehensive income
 Foreign exchange risk
 Foreign Exchange Contracts  32,732                                                   (29,782)
 Options                     -                                                        2,052
 Swaps                       3,953                                                    (2,001)

 Price risk
 Futures                     (6,765)                                                  8,552
 Options                     546                                                      2,522
 Swaps                       (34,990)                                                 (6,923)
 Total                       (4,524)                                                  (25,580)

 

Maturity analysis

 

The following table presents a maturity analysis of the derivative liability
positions of the Group for each of the years presented:

 METLEN ENERGY & METALS GROUP
 Maturity analysis           < 6 months     Between 6 and 12 months  Between 1 and 5 years  After 5 years  Total
 (Amounts in thousands €)
 30.06.2025                  30,101         22,925                   11,643                 -              64,669
 31.12.2024                  29,185         14,631                   6,103                  -              49,919

 

 METLEN ENERGY & METALS S.A.
 Maturity analysis           < 6 months     Between 6 and 12 months  Between 1 and 5 years  After 5 years  Total
 (Amounts in thousands €)
 30.06.2025                  16,513         15,985                   5,662                  -              38,160
 31.12.2024                  14,344         11,395                   3,152                  -              28,891

 

c)             Other financial assets

                             METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)    30.06.2025         31.12.2024         30.06.2025        31.12.2024
 Opening balance             187,891            149                180,619           37
 Other additions             -                  -                  -                 1,441
 Vendor financing            (12,209)           185,306            (12,209)          176,711
 Other                       (7,167)            2,437              -                 2,430
 Closing balance             168,516            187,891            168,410           180,619

 

d)            Group's debt by instrument

 

The following table summarises the carrying value of the Group's total debt as
at the dates presented:

 

                                                                                                                             METLEN ENERGY & METALS GROUP
                                                                                                                             30.06.2025                                               31.12.2024
 (Amounts in thousands €)               Maturity date              Fixed/floating rate                        IRS            Nominal value     Deferred expenses     Book value       Nominal value     Deferred expenses     Book value
 Bonds                                                                                                                       1,750,000         (19,570)              1,730,430        1,750,000         (22,826)              1,727,175
 ATHEX                                  10.07.2030                 Fixed                                                     500,000           (7,103)               492,897          500,000           (7,711)               492,289
 GREENBOND                              30.10.2026                 Fixed                                                     500,000           (5,462)               494,538          500,000           (7,432)               492,568
 GREENBOND 2024                         17.10.2029                 Fixed                                                     750,000           (7,005)               742,995          750,000           (7,684)               742,317

 Convertible Bonds                                                                                                           -                 -                     -                50,000            (1,945)               48,055
 FFH                                                               Fixed                                                     -                 -                     -                50,000            (1,945)               48,055

 Long Term Loans                                                                                                             1,348,642         (9,689)               1,338,953        850,403           (11,009)              839,394
 UBS                                                               Floating Rate                                             49,400            (2,764)               46,636           54,888            (3,339)               51,550
 NBG BANK                                                          Floating Rate                                             100,000           (841)                 99,159           100,000           (950)                 99,050
 NBG BANK                                                          Floating Rate                                             150,000           -                     150,000          -                 -
 NBG BANK                                                          Floating Rate                                             2,700             (4)                   2,696            3,600             (6)                   3,594
 PIRAEUS BANK                                                      Fixed                                                     200,000           (1,693)               198,307          100,000           (1,890)               98,110
 PIRAEUS BANK                                                      Floating Rate                                             50,000            -                     50,000           -                 -                     -
 ALPHA BANK                                                        Floating Rate                                             81,250            (382)                 80,868           87,500            (419)                 87,081
 EIB                                                               Fixed                                                     70,313            (21)                  70,292           78,125            (26)                  78,099
 EIB                                                               Fixed                                                     120,000           -                     120,000          120,000           -                     120,000
 EIB                                                               Floating Rate                                             120,000           -                     120,000          -                 -                     -
 EBRD                                                              Floating Rate                                             60,938            (279)                 60,659           65,625            (318)                 65,307
 EUROBANK                                                          Fixed                                                     200,000           (958)                 199,042          200,000           (1,086)               198,914
 ERBK Luxembourg                                                   Floating Rate                                             43,658            -                     43,658           37,334            -                     37,334
 ING                                                               Floating Rate                                             50,000            -                     50,000           1,488             (1,488)               -
 INTESA SANPAOLO                                                   Floating Rate                                             50,000            (2,747)               47,253           1,488             (1,488)               -
 NBG BANK                                                          Floating Rate                                             -                 -                     -                125               -                     125
 PIRAEUS BANK                                                      Floating Rate                                             125               -                     125              54                -                     54
 EFG                                                               Floating Rate                                             260               -                     260              177               -                     177

 Bridge Loans                                                                                                                97,305            (991)                 96,314           83,271            (2,002)               81,267
 EUROBANK                                                          Floating Rate                                             61,430            (945)                 60,485           32,500            (903)                 31,595
 ALPHA BANK                                                        Floating Rate                                             21,400            (46)                  21,354           15,400            -                     15,400
 NBG BANK                                                          Floating Rate                                             8,440             -                     8,440            -                 -
 NBG BANK                                                          Floating Rate                                             6,034             -                     6,034            25,275            (70)                  25,205
 PIRAEUS BANK                                                      Floating Rate                                             -                 -                     -                10,096            (1,029)               9,067

 Project Finance Loans                                                                                                       1,024,840         (21,392)              1,003,448        998,992           (25,370)              973,622
 Australia and New Zealand Banking Group Limited                   Floating Rate                      Yes              -              -                   -                      166,410         (4,161)           162,248
 BNP Paribas                                                       Floating Rate                              Yes            71,666            (2,628)               69,038           81,981            (3,388)               78,594
 INTESA SANPAOLO                                                   Floating Rate                              Yes            56,388            (2,067)               54,321           64,505            (2,665)               61,839
 SMBC                                                              Floating Rate                              Yes            56,388            (2,067)               54,321           64,504            (2,665)               61,839
 Rabobank                                                          Floating Rate                              Yes            40,277            (1,477)               38,801           46,075            (1,904)               44,171
 Santander                                                         Floating Rate                              No             19,071            (94)                  18,977           20,142            (229)                 19,913
 ALPHA BANK                                                        Floating Rate                              No             140,380           (401)                 139,979          163,875           (1,963)               161,912
 Westpac Banking Corporation                                       Floating Rate                              Yes            123,398           (3,139)               120,259          66,319            (1,990)               64,329
 Banco De Credito E Inveriones S.A., Miami Branch                  Floating Rate                  Νο                   29,027         (1,064)             27,963             33,206            (1,372)             31,834
 PIRAEUS BANK                                                      Floating Rate                              No             146,835           (4,139)               142,696          121,677           (2,642)               119,036
 IBK                                                               Fixed Rate                                 No             12,473            (760)                 11,713           2,448             -                     2,448
 Deutsche Bank AG, Sydney Branch                                   Floating Rate                              Yes            41,687            -                     41,687           -                 -                     -
 Intesa Sanpaolo S.p.A., Sydney Branch                             Floating Rate                              Yes            57,267            -                     57,267           -                 -                     -
 NBG BANK                                                          Floating Rate                              No             6,933             (142)                 6,791            7,618             (169)                 7,449
 NBG BANK                                                          Floating Rate                              No             2,802             (208)                 2,594            3,215             (265)                 2,950
 NBG BANK                                                          Floating Rate                              No             35,260            (240)                 35,020           37,376            (787)                 36,589
 NBG BANK                                                          Floating Rate                              No             38,205            (1,098)               112,247          40,996            (1,170)               118,472
 RRF                                                               Fixed                                      No             66,169                                  53,212
 NBG BANK                                                          Fixed                                      No             8,972                                   25,433
 RRF                                                               Fixed Rate                                 No             32,159            (860)                 55,964           -                 -                     -
 NBG BANK                                                          Floating Rate                              No             24,665                                  -                                  -                     -
 PIRAEUS BANK                                                      Floating Rate                              Yes            14,818            (1,007)               13,811           -                 -                     -

 Overdrafts / Short Term Loans                                                                                               109,165           -                     109,165          121,825           -                     121,825
 NBG BANK                                                          Floating Rate                                             50,037            -                     50,037           98,938            -                     98,938
 NBG BANK                                                          Floating Rate                                             625               -                     625              13                -                     13
 NBG BANK                                                          Floating Rate                                             4                 -                     4                0                 -                     0
 EUROBANK                                                          Floating Rate                                             10,216            -                     10,216           8,000             -                     8,000
 EUROBANK                                                          Floating Rate                                             3,300             -                     3,300            2,102             -                     2,102
 ALPHA BANK                                                        Floating Rate                                             3,031             -                     3,031            3,039             -                     3,039
 ALPHA BANK                                                        Floating Rate                                             -                 -                     -                192               -                     192
 ALPHA BANK                                                        Floating Rate                                             2,472             -                     2,472            2,478             -                     2,478
 OPTIMA                                                            Floating Rate                                             800               -                     800              46                -                     46
 PIRAEUS BANK                                                      Floating Rate                                             1,515             -                     1,515            1,519             -                     1,519
 ATTICA BANK                                                       Floating Rate                                             2,529             -                     2,529            2,535             -                     2,535
 PIRAEUS BANK                                                      Floating Rate                                             14                -                     14               29                -                     29
 HSBC FR                                                           Floating Rate                                             34,320            -                     34,320
 ALPHA BANK                                                        Floating Rate                                             3                 -                     3
 NBG BANK                                                          Fixed                                                     -                 -                     -                2,048             -                     2,048
 PIRAEUS BANK                                                      Floating Rate                                             -                 -                     -                404               -                     404
 ALPHA BANK                                                        Floating Rate                                             300               -                     300              300               -                     300
 EFG                                                               Floating Rate                                             -                 -                     -                182               -                     182

 CO(2) REPOS                                                                                                                 -                 -                     -                255,880           -                     255,880
 Total                                                                                                                       4,329,952         (51,642)              4,278,310        4,110,371         (63,153)              4,047,217

 

                                                                        METLEN ENERGY & METALS S.A.

                                                                        30.06.2025                                    31.12.2024
 (Amounts in thousands €)    Maturity date    Fixed/floating rate  IRS  Nominal value  Deferred expenses  Book value  Nominal value  Deferred expenses  Book value
 Bonds                                                                  1,750,000      (19,570)           1,730,430   1,750,000      (22,826)           1,727,174
 ATHEX                       10.07.2030       Fixed                     500,000        (7,103)            492,897     500,000        (7,711)            492,289
 GREENBOND                   30.10.2026       Fixed                     500,000        (5,462)            494,538     500,000        (7,432)            492,568
 GREENBOND 2024              17.10.2029       Fixed                     750,000        (7,005)            742,995     750,000        (7,684)            742,316

 Convertible Bonds                                                      -              -                  -           50,000         (1,945)            48,055
 FFH                                          Fixed                     -              -                  -           50,000         (1,945)            48,055

 Long Term Loans                                                        1,301,900      (9,685)            1,292,215   809,114        (11,003)           798,111
 UBS                                          Floating Rate             49,400         (2,764)            46,636      54,888         (3,339)            51,550
 NBG BANK                                     Floating Rate             100,000        (841)              99,159      100,000        (950)              99,050
 NBG BANK                                     Floating Rate             150,000        -                  150,000     -              -                  -
 PIRAEUS BANK                                 Fixed                     200,000        (1,693)            198,307     100,000        (1,890)            98,110
 PIRAEUS BANK                                 Floating Rate             50,000         -                  50,000      -              -                  -
 ALPHA BANK                                   Floating Rate             81,250         (382)              80,868      87,500         (419)              87,081
 EIB                                          Fixed                     70,313         (21)               70,292      78,125         (26)               78,099
 EIB                                          Fixed                     120,000        -                  120,000     120,000        -                  120,000
 EIB                                          Floating Rate             120,000        -                  120,000     -              -                  -
 EBRD                                         Floating Rate             60,938         (279)              60,659      65,625         (318)              65,307
 EUROBANK                                     Fixed                     200,000        (958)              199,042     200,000        (1,086)            198,914
 ING                                          Floating Rate             50,000         -                  50,000      1,488          (1,488)            -
 INTESA SANPAOLO                              Floating Rate             50,000         (2,747)            47,253      1,488          (1,488)            -

 Overdrafts / Short Term Loans                                          84,374         -                  84,374      98,966         -                  98,966
 NBG BANK                                     Floating Rate             50,037         -                  50,037      98,938         -                  98,938
 PIRAEUS BANK                                 Floating Rate             14             -                  14          29             -                  29
 HSBC FR                                      Floating Rate             34,320         -                  34,320                                        -
 ALPHA BANK                                   Floating Rate             3              -                  3                                             -

 CO(2) REPOS                                                            -              -                  -           218,378        -                  218,378
 Total                                                                  3,136,273      (29,255)           3,107,018   2,926,458      (35,774)           2,890,684

 

The effective weighted average borrowing rate for the Group, as at the balance
sheet date is 3.81% (31.12.2024: 4.13%).

The financial covenants for compliance with certain ratios applicable to the
Group's loan obligations are referred to Note 15.

 

e)            Financial and capital risk strategy

 

The Group is exposed to various financial and capital risk factors that may
affect its performance and equity position. The assessment of exposure to
financial and capital risks is carried out regularly to support the
decision-making process regarding the risk management strategy.

 

The Group's policy aims to create a capital structure that supports the
long-term continuity of its business activities. Against this backdrop, the
Group has made dividend payments to shareholders of the parent with a total
amount of €206 million for the financial year 2023 during 2024, while for
2024 the Group has declared dividend payments to shareholders of €215
million, while maintaining a debt profile that is suitable for its activities,
with annualized spread over the years, thus avoiding a concentration on a
specific period.

 

The Board of Directors determines and oversees the management of financial
risks with the support of the Capital Allocation and Project Advisory
Committee, which ensures that the Group's financial activities are governed by
appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Group's policies and objectives.

 

The Group has developed its strategy by taking an integrated view of the risks
to which it is exposed. This considers not only the risks arising from the
variables traded on the financial market (market risk) and liquidity risk, but
also the risks arising from the obligations entered by third parties towards
the Group (credit risk).

 

The Group uses derivative financial instruments to protect its exposure
against market risks arising from its operating, financing and investment
activities. The portfolio of financial instruments is reassessed monthly,
which enables the financial results and their impact on cash flow to be
monitored.

 

 Risks                                          Risk exposures                                                                  Risk responses
 Market risk - Foreign currency exchange rates  Financial instruments and other financial liabilities that are not denominated  Swap and forward positions
                                                in Euro
 Market risk - Interest rates                   Loans and financing indexed to different interest rates                         Swap positions
 Market risk - Product prices and input costs   Volatile commodity and input prices                                             Forward positions and option contracts
 Credit risk                                    Receivables, contract assets, ‎derivative transactions, guarantees, advances    Portfolio diversification and policies and procedures and procedures for
                                                to suppliers and financial investments                                          monitoring counterparty solvency and liquidity indicators
 Liquidity risk                                 Contractual or assumed obligations                                              Availability of revolving credit lines

 

The investment of surplus cash is undertaken with the objective of ensuring
that there is always sufficient liquidity, so that funds are available to meet
liabilities as they fall due, whilst securing a return from invested funds and
preserving the capital value of those funds within the Group's policies. These
policies manage credit risk exposure by setting out minimum rating
requirements and maximum investments with any one counterparty based on their
rating and the maturity profile.

 

Effects of derivatives on the statement of financial position

 

The fair value of derivative financial instruments is based on observable
market data. For all derivative contracts, actual values are confirmed by the
credit institutions or brokers with which the Group has entered into the
respective agreements.

 

For commodity contracts (i.e., natural gas & aluminium), fair value is
determined by reference to: Natural Gas: The Title Transfer Facility (TTF)
price and Aluminium: The London Metal Exchange (LME) price.

 

For Interest rate contracts, fair value is determined by reference to the
relevant interest rate benchmark index (i.e., EURIBOR/USD, SOFR/AUD).

 

For exchange rate contracts, fair value is determined by reference to the
relevant price of USD/EUR.

 

The Group applies hedge accounting to the aforementioned contracts and, since
it has established that the hedging relationship entered into through these
instruments is effective, the fair value gains or losses on the respective
derivatives is taken to a hedging reserve through Other Comprehensive Income.

 

The Group may from time to time enter into contracts for the sale of the
electricity production over a period of time of existing operational or under
construction RES power plants. To the extent such contracts are virtual (i.e.,
with no requirement for physical delivery of the electricity to the buyer),
they are treated as derivative financial instruments and are also valued at
fair value at the reporting date using market data, such as forecasted prices
of renewable energy. The movement in the fair value of these contracts is
taken to profit or loss.

 

Finally, the Group may enter into physical forward contracts relating to
natural gas. Similarly, with PPA, their fair value movement is taken to profit
or loss.

 

Market risk - Foreign exchange

 

Market risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices.

 

Foreign currency risk

 

The Group's foreign currency risk is mainly in US dollar and results from
business transactions in foreign currencies and from net investments in
foreign companies. Therefore, changes in exchange rates could have a negative
impact on cash flows, costs, projects' profitability and ultimately
shareholder returns.

 

The Group's cash flow is also exposed to the volatility of various currencies
against the Euro and the US dollar. While most of our product prices are
linked to the US dollars, most of our costs, expenses and investments are
linked to currencies other than the US dollar, primarily the Euro.

 

The Group uses hedging transactions to protect its cash flow from the market
risks arising from its debt obligations and other liabilities - primarily
currency volatility. The hedging transactions cover most of the debt
denominated in US dollar. The Group uses swaps and forwards to convert debt
and financial obligations linked to the Euro into US dollars, with volumes,
flows and settlement dates similar to - or sometimes lower than - those of the
debt instruments and financial obligations, depending on market liquidity
conditions.

 

There is an economic relationship between the hedged item and the hedging
instrument as the terms of the foreign exchange swaps and forwards match the
terms of our debt obligations and other liabilities. The Group has established
a hedge ratio of 1:1 for this hedging relationship as the underlying risk of
the foreign exchange swaps and forwards are identical to the hedged risk
components.

 

Hedging instruments with shorter maturities are renegotiated over time so that
their final maturity matches or approximates the final maturity of the debt
and financial obligations. At each settlement date, the results of the swap
and forward transactions partially offset the impact of the exchange rate on
the Group's obligations, thereby helping to stabilise the cash disbursements
in US dollars.

 

Market risk - Product prices and input costs

 

The Group is also exposed to market risks in connection with the price
volatility of commodities and inputs, in particular natural gas and carbon
dioxide costs. In accordance with its risk management policy, commodity risk
mitigation strategies are utilised to reduce cash flow volatility. These risk
mitigation strategies include derivative instruments, primarily forwards,
futures and options. There is an economic relationship between the hedged item
and the hedging instrument as the terms of the commodity forwards, futures and
options match the terms of the expected highly probable forecast transactions.
The Group has established a hedge ratio of 1:1 for this hedging relationship
as the underlying risk of the commodity forwards, futures and options are
identical to the hedged risk components.

 

Credit risk

 

Credit risk is the risk that a counterparty will not meet its obligations
under a financial instrument or customer contract, leading to a financial
loss. The Group is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including
deposits with banks and financial institutions, foreign exchange transactions
and other financial instruments.

 

To manage the credit exposure arising from cash investments and derivative
instruments, credit limits are approved for each counterparty with which the
Group enters into a credit exposure. In addition, the Group controls the
diversification of the portfolio and monitors various indicators of the
solvency and liquidity of the different counterparties authorised for trading.

 

Cash and cash equivalents comprise cash in hand and short-term deposits. These
are subject to insignificant risk of change in value or credit risk. All cash
and cash equivalents are held with reputable financial institutions. The Group
continually reviews the credit ratings of these financial institutions. There
are no significant concentrations of credit risk, as the Group maintains
deposits across multiple financial institutions.

 

Market risk - Interest rates

 

METLEN faces interest rate risk arising from balance sheet items, such as
liabilities (financing) and assets (deposits/investments), as well as from
project financing activities and financial derivative transactions. Moreover,
macro developments and policy decisions at a regulatory level (e.g., European
Central Bank) may affect METLEN's exposure to interest rate risk. METLEN
implements a diversification strategy in terms of funding sources, including
bank lending, bond issuance, project finance, and trade finance services,
which are further diversified in terms of duration and fixed and floating
interest rates.

 

METLEN has established a policy for the management of interest rate risk
arising from the assets and liabilities in its balance sheet. This policy
includes: a) in regard to assets, investment of its cash mainly in short-term
time deposits, so as to maintain the necessary liquidity while achieving
satisfactory return for its shareholders; b) in regard to liabilities,
structuring its funding portfolio in consideration of desired liabilities' mix
between fixed and variable interest rates, market conditions, assessment of
alternative interest rate risk profiles and market products characteristics
(duration, type, etc.). This is achieved either through direct borrowing at a
fixed rate or through the employment of interest rate derivatives.

 

A significant portion of Group's debt holds either fixed interesting (Bonds)
or incorporates interest hedging agreements. As a result, the market risk
relating to interest rates is low.

 

Trade and other receivables

 

The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade and other
receivables. The estimate of the allowance for expected credit loss is
performed at each reporting date using either a provision matrix or a combined
probability model, under the general approach, to measure expected credit
losses.

 

The receivables from Group's core operations relate to Energy, Metals and
Infrastructure sectors are split in receivables groups of similar credit
characteristics (considering the type of counterparties) and business
activities.

 

For the Group's Energy retail and Metallurgy (sales of aluminium) receivables,
a provision matrix with ageing analysis for past due receivables, along with
historical rates, adjusted for forward-looking factors specific to the debtors
and the economic environment. The calculation reflects the
probability-weighted outcome, the time value of money and reasonable and
supportable information that is available at the reporting date about past
events, current conditions and forecasts of future economic conditions.

For the remaining receivable balances, a combined probability model is applied
under the general approach methodology. The key model inputs are as follows:

Probability of Default (PD) - the estimated probability of default occurring
over the remaining duration of the receivable. The Group uses data from
external credit ratings, issued by rating agencies, which are widely used
measures of creditworthiness and are generally forward looking and incorporate
a number of future macroeconomic scenarios.

 

Exposure at Default (EAD) - an estimate of present value (discounted using the
effective interest rate), if relevant, of future cash flows, to be realised
from the receivables, based on contractual terms in each agreement for the
sales performed.

 

Loss Given Default (LGD) - the fraction of the total exposure that the Group
estimates not to be recoverable in case of default.

 

The maximum exposure to credit risk at the reporting date is the carrying
value of each class of financial assets. The Group does not hold collateral as
security. The Group only undertakes investment and derivative transactions
with banks and financial institutions that have reputable credit ratings.

 

 METLEN ENERGY & METALS GROUP                                                                    METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                                              30.06.2025   31.12.2024   30.06.2025        31.12.2024
 Trade receivables from third-party customers                          895,276      1,056,935    747,214           663,787
 Accrued income                                                        117,313      160,344      51,550            68,764
 Accrued income related to trading and energy generation activities    142,332      143,030      154,464           152,739
 Accrued income related to Metallurgy                                  129,429      94,600       129,429           94,600
 Unbilled retail revenue                                               207,530      213,293      181,378           197,809
 Contract assets                                                       2,420,880    1,380,758    301,024           257,808
 Less: Allowance for expected credit losses                            (129,961)    (120,061)    (100,188)         (93,431)
 Total                                                                 3,782,799    2,928,899    1,464,871         1,342,076

 

Liquidity risk management

 

Liquidity risk arises from the possibility that the Group may not be able to
meet its obligations on the due dates and may have difficulty meeting its cash
requirements due to liquidity shortages in the market. The Group manages its
funding requirements centrally to cover its operating requirements and
long-term capital needs.

 

As of 30 June 2025, the Group held €1,316 million in cash and cash
equivalents, including restricted cash, (2024: €1,395 million), of which
€839 million (2024: €621 million) were held as time deposits. These
instruments are managed as part of the Group's liquidity management. The
Group's policy is that the maturity of such positions shall be shorter than 3
months. Time deposits are normally available at shorter notice, subject to
bank approval and potential break costs.

 

To fund possible cash deficits, the Group will normally raise equity,
long-term bond or bank debt in available markets. Financial liabilities, such
as trade payables, except for derivatives, have a final maturity date within
one year.

 

Assets pledged

 

The Group's assets pledges and other encumbrances for securing bank loans
amount to €1,107 million (2024: €1,018 million). The assets pledged
primarily consist of cash accounts, and other contractual pledges (e.g., for
Power Purchase Agreements). There are no other significant terms and
conditions associated with the assets pledged and other encumbrances.

 

12. Provisions

                                 METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)        Decommissioning provision  Other        Total
 01.01.2024                      30,332                     15,763       46,095
 Acquisition of subsidiaries     11,575                     16,386       27,961
 Arising during the year         37,533                     7,221        44,756
 Accretion increases             2,152                      -            2,152
 Unrealised provisions reversal  -                          (7,676)      (7,676)
 Utilised provisions             (482)                      (16,340)     (16,823)
 31.12.2024                      81,110                     15,354       96,464
 Long -Term                      81,110                     14,908       96,018
 Short - Term                    -                          446          446

 Arising during the year         561                        1,602        2,163
 Accretion increases             514                        -            514
 Disposal Chile SPV's            (38,237)                   -            (38,237)
 Utilised provisions             -                          (6,955)      (6,955)
 30.06.2025                      43,948                     10,000       53,948
 Long -Term                      43,948                     8,897        52,845
 Short - Term                    -                          1,103        1,103

 

 

                                 METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)        Other             Total
 01.01.2024                      15,047            15,047
 Arising during the year         5,492             5,492
 Unrealised provisions reversal  (6,961)           (6,961)
 Utilised provisions             (5,795)           (5,795)
 31.12.2024                      7,783             7,783
 Long -Term                      7,783             7,783
 Short - Term                    -                 -

 Arising during the year         497               497
 Utilised provisions             (4,658)           (4,658)
 30.06.2025                      3,622             3,622
 Long -Term                      3,622             3,622
 Short - Term                    -                 -

 

The reversal of Decommissioning provision during the period includes the
de-recognition of provision associated with the sale of PV assets in Chile, in
the context of the Group's Asset Rotation Plan.

 

13. Trade and other payables

                                                 METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                        30.06.2025         31.12.2024         30.06.2025        31.12.2024
 Deferred income- Grants                         54,332             55,801             18,835            19,419
 Customer advances                               12,556             26,490             -                 -
 Energy retail guarantees                        35,989             30,985             32,608            26,733
 Total non-current trade and other payables      102,877            113,276            51,443            46,153
 Trade payables                                  795,316            1,128,856          454,820           678,429
 Customer advances                               366,319            443,267            183,802           131,497
 Liabilities to related parties                  -                  -                  234,169           358,009
 Accrued expense                                 427,398            506,931            274,574           337,678
 CO(2) emissions liability                       272,010            127,660            204,310           85,190
 Dividends payable                               210,706            4,145              209,919           2,856
 Other taxes payables and social security costs  182,810            175,180            130,386           124,171
 Other payables                                  75,506             133,865            60,627            99,411
 Total current trade and other payables          2,330,065          2,519,904          1,752,607         1,817,241

 

The CO(2) liability has increased since 31.12.2024 as a result of the
additional emissions incurred during the period, while no surrenders of
emission rights have taken place with respect to prior period. Additionally,
emissions that are not currently covered by emission rights held by the Group
have been valued at market value which was higher than the previous carrying
amount per unit of emission.

14. Alternative Performance Measures

 

METLEN makes use of the alternative performance measures Group EBITDA, Net
Debt, Return on Capital Employed ("ROCE") and Return on Equity ("ROE"). These
"APMs" are used by the Executive Committee to monitor and manage the
performance of the Group, to ensure that decisions taken align with its
long-term interests. ‎The Directors believe these alternative performance
measures are useful measures as they focus on core functional activities
before the effects of capital structure, enabling periodical review of
essential ‎items for comparability and purposes of transparency.

 

It is pointed out that the following indicators are Alternative Performance
Measures (APMs), which are not defined in IFRS. The Group considers these
figures to be relevant and reliable for the evaluation of the Group's
financial performance and position; however, they do not replace other figures
calculated in accordance with IFRSs.

 

Operating earnings before financial & investment results, tax,
depreciation & amortisation ("Group EBITDA")

 

Group EBITDA is derived through adjusting Profit before income tax for the
effects of any interest income and expenses, investment results, depreciation,
amortisation and before the effects of any share in the operational results of
associates when they are engaged in business in any of the business sectors of
the Group, as well as for the effect of write-offs made in transactions with
the aforementioned associates.

 

"Group EBITDA" is an important indicator used by METLEN to manage the Group's
operating activities and to measure the performance of the individual
segments.

 

The calculation of Group EBITDA may differ from the calculation method used by
other companies/groups. However, Group EBITDA is calculated with consistency
in each financial reporting period and any other financial analysis presented
by the Group. Specifically financial results contain interest income/expense,
while investment results contain gains/loss of financial assets at fair value
through profit and loss, share of results in associates and gains/losses from
the disposal of financial assets (such as subsidiaries and associates).

 

Net debt

 

The Group defines "Net Debt" as the total interest-bearing financial
obligations of the Group (excluding lease liabilities), less the assets as
presented in Note 15. Net Debt is an important measure used by the Group for
capital management oversight and decisions, including the monitoring of its
covenants arising from bank financing. Further details regarding covenants and
the Group's calculation of Net Debt can be found within Note 15 which captures
capital management.

 

Return on Capital Employed ("ROCE")

 

This index is derived by dividing profit before interest & taxes, to the
total capital employed by the Group, being the sum of long-term debt,
non-current lease liabilities and equity attributable to equity holders of the
parent.

 

Return on Equity ("ROE")

 

This index is derived by dividing profit after tax and minority interests by
the Equity attributable to the shareholders of the Parent.

 

The above indicators for the presented period 2025, as well as for the
previous year, are as follows:

 

 METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)    30.06.2025         30.06.2024
 Group EBITDA                445,266            474,048
 Net Debt                    2,921,540          2,628,516
 ROCE (%)                    12.2%              14.0%
 ROE (%)                     18.7%              20.5%

 

 

 

 

Group EBITDA

 METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)                                                    30.06.2025         30.06.2024
 Operating earnings before income tax, financial results, depreciation, and  445,266            474,048
 amortisation ("Group EBITDA")
 Definition of Group EBITDA
 Profit before income tax                                                    290,734            345,812
 Less: Financial income                                                      (13,941)           (10,621)
 Plus: Financial expenses                                                    92,952             61,244
 Less: Other financial results                                               (2,434)            874
 Less: Share of profits of associates                                        (620)              (170)
 Less: Grants amortisation                                                   (1,829)            (1,517)
 Plus: Depreciation                                                          48,232             52,005
 Plus: Amortisation                                                          21,780             17,157
 Plus: Depreciation of right-of-use assets                                   10,392             9,262
 Group EBITDA                                                                445,266            474,048

 

EBITDA

 METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                                                    30.06.2025        30.06.2024
 Operating earnings before income tax, financial results, depreciation, and  74,967            243,200
 amortisation ("EBITDA")
 Definition of EBITDA
 Profit before income tax                                                    64,331            205,714
 Less: Financial income                                                      (51,316)          (38,096)
 Plus: Financial expenses                                                    67,472            39,005
 Less: Other financial results                                               (52,434)          (4,636)
 Less: Grants amortisation                                                   (944)             (549)
 Plus: Depreciation                                                          31,291            29,530
 Plus: Amortisation                                                          10,059            5,734
 Plus: Depreciation of right-of-use assets                                   6,507             6,498
 EBITDA                                                                      74,967            243,200

 

Return on Capital Employed (ROCE)

 

 METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)                          2025               2024
 EBIT (A)                                          886,817            917,266
 Equity attributable to parent's shareholders (B)  3,131,617          2,990,747
 Non-Current Debt Liabilities* (C)                 4,144,311          3,575,008
 ROCE [A / (B+C)]                                  12.2%              14.0%

 

*Non-Current Debt Liabilities is calculated as the sum of long-term debt and
non-current lease liabilities

 

Return On Equity (ROE)

 METLEN ENERGY & METALS GROUP
 (Amounts in thousands €)                          2025               2024
 Profit after tax and minority interests (A)       586,398            614,587
 Equity attributable to parent's shareholders (B)  3,131,617          2,990,747
 ROE [A / B]                                       18.7%              20.5%

 

15. Capital management

 

The primary objective of the Group's capital management is to ensure the
continuous smooth operation of its business activities and the achievement of
its growth plans, combined with an acceptable credit rating. The Group manages
its capital structure and adjusts it considering changes in economic
conditions and the requirements of the financial covenants. To maintain or
adjust the capital structure, the Group may adjust the dividend payment to
shareholders, return capital to shareholders or issue new shares.

 

The Group's borrowing's include financial covenants, to maintain certain
ratios applicable to the Group's borrowing obligations, including that the
"Net Debt to Group EBITDA" maintain a ratio below or equal to 4 and the "Group
EBITDA to Net Interest Expense" maintain a ratio above or equal to 2.25.

 

The Group manages these ratios in a manner that ensures creditworthiness in
line with its growth and development strategy. For the purpose of calculating
the Group's financial covenants, Net Debt excludes cash and cash equivalents,
restricted cash and debt associated with project finance. Interest Expense is
calculated as Interest Expense is calculated as bank loan interest, other
banking expenses less Bank deposits interest. As of 30 June 2025, the latest
applicable financial covenant testing date, there have been no breaches of the
financial covenants of any of the Group's interest-bearing loans or
borrowings.

 

                                                        METLEN ENERGY & METALS GROUP
                                                        30.06.2025         31.12.2024
 (Amounts in thousands €)
 Long-term debt                                         3,938,313          3,371,331
 Short-term debt                                        109,164            375,887
 Current portion of long-term debt                      230,833            299,999
 Financial assets at fair value through profit or loss  (40,780)           (23,443)
 Restricted cash                                        (19,303)           (13,486)
 Cash and cash equivalents                              (1,296,687)        (1,381,772)
 Group Net debt                                         2,921,540          2,628,516
 Group EBITDA*                                          1,051,294          1,080,076
 Net debt / Group EBITDA                                 2.78               2.43
 Group EBITDA / Net Interest Expense*                    7.84               9.29

 

*Group EBITDA and Net Interest Expense refer to annualised data

 

To achieve this overall objective, the Group's capital management, among other
things, aims to ensure that the financial constraints associated with
interest-bearing loans and liabilities, which determine the capital structure
requirements, are met. Violations in the fulfillment of the financial
constraints would allow the bank to immediately demand repayment of the loans
and liabilities.

 

No changes were made in the objectives, policies or processes for managing
capital during the year ended 31 December 2024 and the interim period from 1
January to 30 June 2025.

 

16. Financial Income/expenses

                                                                       METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                                              01.01-30.06.2025   01.01-30.06.2024   01.01-30.06.2025  01.01-30.06.2024
 Financial income
 Ιnterest on bank deposits                                             5,626              5,221              776               2,512
 Interest on trade receivables                                         7,584              1,690              7,427             1,690
 Interest from loans to related parties                                -                  -                  42,587            31,580
 Other interest                                                        731                3,709              527               2,314
 Total                                                                 13,941             10,621             51,316            38,096
 Financial expenses
 Discounts of employees' retirement benefits liability due to service  62                 88                 62                61
 termination
 Interest on bank loans                                                56,096             38,085             45,795            18,829
 Loans to related parties interest                                     -                  -                  1,608             3,207
 Commissions for letters of credit                                     7,546              4,533              6,519             2,993
 Interest on factoring arrangements                                    5,577              2,841              5,168             2,436
 Other banking expenses                                                4,011              3,775              3,488             2,851
 Interest from operating/trading activities                            -                  4,351              -                 4,351
 Earn-out discounting (Chile transaction)                              12,540             -                  -                 -
 Unwinding of discount on long term decommissioning provisions         514                1,887              -                 -
 Interest on lease liabilities                                         6,606              5,685              4,831             4,277
 Total                                                                 92,952             61,244             67,472            39,005

 

17. Earnings per share

 

 

                                                                         METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                                                01.01-30.06.2025   01.01-30.06.2024                01.01-30.06.2025  01.01-30.06.2024
 Profit attributable to ordinary equity holders of the parent for basic   253,764           281,953                          72,819           155,827
 earnings
 Convertible bond                                                        -                  885                             -                 885
 Profit attributable to ordinary equity holders of the parent for basic   253,764           282,838                          72,819           156,712
 earnings adjusted for the effect of dilution
                                                                                                                            -                 -
 Weighted average number of shares                                        140,081           138,089                          140,081          138,089
 Convertible bond                                                        -                  2,500                           -                 2,500
 Options                                                                 2,096              -                               2,096             -
 Weighted average number of shares adjusted for the effect of dilution    142,177           140,589                          142,177          140,589
 Basic earnings per share                                                 1.8116             2.0418                          0.5198            1.1285
 Diluted earnings per share                                               1.7848             2.0118                          0.5122            1.1147

 

Basic earnings per share has been calculated by dividing the profit
attributable to shareholders by the weighted average number of shares in issue
during the period. Diluted earnings per share has been calculated after
adjusting the weighted average number of shares used in the basic calculation
to assume the conversion of all potentially dilutive shares.

 

A potentially dilutive share arises from the convertible bond (see to Note
9‎) and options (shared-based payments)‎.

 

The number of shares in issue used to calculate these amounts may not be
representative of the number of shares in issue in the future.

 

18. Cash Flows from operating activities

 

                                                                          METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                                                 01.01-30.06.2025   01.01-30.06.2024   01.01-30.06.2025  01.01-30.06.2024
 Cash flows from operating activities
 Profit for the period                                                    261,084            285,295            72,819            155,825
 Tax                                                                      29,650             60,516             (8,488)           49,887
 Depreciation of property, plant and equipment                            48,235             52,263             31,288            29,530
 Amortasation of intangible assets                                        21,781             16,785             10,063            5,734
 Depreciation of right-of-use assets                                      10,424             9,620              6,507             6,498
 Impairment of property, plant and equipment                              -                  5,530              -                 -
 Provisions                                                               1,245              (761)              1,867             (510)
 Income / loss from reversal / utilisation of prior year's provisions     -                  8                  -                 -
 (Profit) / loss from change in fair value of other financial instrument  (3,687)            18                 (3,687)           18
 through profit / loss
 (Profit) / loss from sale of financial assets at fair value              -                  (4,656)            -                 (4,636)
 Financial income                                                         (13,941)           (10,621)           (51,316)          (38,096)
 Financial expenses                                                       92,952             61,244             67,471            39,005
 Dividends                                                                (613)              -                  (50,613)          -
 Grants amortisation                                                      (1,864)            (1,757)            (944)             (549)
                                                                          184,183            188,189            2,147             86,881
 (Increase) / decrease in inventories                                     66,948             17,848             67,198            14,726
 (Increase) / decrease in trade receivables                               (238,066)          (622,153)          (188,896)         (379,710)
 Increase / (decrease) in liabilities                                     (166,353)          178,838            (153,661)         113,218
 Provisions                                                               (736)              -                  -                 -
 Pension plans                                                            727                267                310               143
                                                                          (337,480)          (425,202)          (275,049)         (251,623)
 Cash flows from operating activities                                     107,787            48,276             (200,083)         (8,915)

 

Changes in liabilities arising from financing cash flows

 

A reconciliation of the movements in liabilities arising from financing
activities for both cash and non-cash movements is provided below:

 

                                         METLEN ENERGY & METALS GROUP                 METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                Borrowings   Lease liabilities  Total        Borrowings   Lease liabilities  Total
 Balance 01.01.2024                      2,929,207    182,789            3,111,996    1,766,669    150,392            1,917,061
 Cash flow from financing activities     1,044,204    (23,249)           1,020,955    1,069,147    (14,492)           1,054,655
 New leases                              -            43,822             43,822       -            3,948              3,948
 Derecognition of leases                 -            (827)              (827)        -            (492)              (492)
 Acquisitions of subsidiaries            3,360        -                  3,360        -            -                  -
 Interest expense                        -            12,428             12,428       -            9,198              9,198
 Overdrafts                              62,929       -                  62,929       63,908       -                  63,908
 Other                                   7,517        (504)              7,013        (9,041)      (498)              (9,539)
 Balance 31.12.2024                      4,047,217    214,459            4,261,676    2,890,683    148,056            3,038,739
 Cash flow from financing activities     477,878      (13,341)           464,537      418,727      (8,319)            410,408
 Effects of exchange rates               (38,858)     174                (38,684)     -            (64)               (64)
 New leases                              -            14,847             14,847       -            5,331              5,331
 Derecognition of leases                 -            (2,829)            (2,829)      -            (306)              (306)
 Interest expense                        -            6,621              6,621        -            4,842              4,842
 Exchangeable bond with treasury shares  (160,000)    -                  (160,000)    (160,000)    -                  (160,000)
 Overdrafts                              (55,481)     -                  (55,481)     (48,913)     -                  (48,913)
 Other                                   7,555        -                  7,555        6,520        -                  6,520
 Balance 30.06.2025                      4,278,310    219,931            4,498,241    3,107,018    149,540            3,256,558

 

19. Number of employees

 

The average number of full-time equivalent employees at 30.06.2025 was 4,978
for the Group and 2,850 for the Company. Respectively, on 31.12.2024, the
average number of full-time equivalent employees was 4,469 for the Group and
2,660 for the Company.

 

*2,278 non-core business personnel (UNISON) is not included above (2024:
2,165).

 

20. Management remuneration

 

For the purposes of this analysis key management personnel are deemed to be
the members of the BoD of the parent Company, CEOs of major subsidiaries, head
of business units and other departments.

 

Total compensation of key management personnel recognized in the Income
Statement are presented below:

 

 

 

 

 

                                                 METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                        30.06.2025         30.06.2024         30.06.2025        30.06.2024
 Wages                                           4,341              5,986              2,884             3,739
 Tax and insurance service costs                 404                291                270               116
 Long-term benefits                              6,087              5,826              6,087             5,826
 Total compensation of key management personnel  10,832             12,103             9,241             9,681

 

No loans have been granted to members of BoD or other management members of
the Group (and their families).

 

21. Related party transactions according to IAS 24

 

Related Party Transactions are shown at the following table:

 

                                          METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                 01.01-30.06.2025   01.01-30.06.2024   01.01-30.06.2025  01.01-30.06.2024
 Sales of goods
 Subsidiaries                             -                  -                  109,643           128,597
 Total                                    -                  -                  109,643           128,597
 Purchases of goods
 Subsidiaries                             -                  -                  34,846            63,908
 Total                                    -                  -                  34,846            63,908
 Services sales & other transactions
 Subsidiaries                             -                  -                  54,356            116,314
 Associates                               27,849             -                  -                 -
 Other related parties                    129                136                -                 -
 Total                                    27,978             136                54,356            116,314
 Services purchases
 Subsidiaries                             -                  -                  4,263             42,414
 Management remuneration and fringes      10,832             12,103             9,241             9,681
 Other related parties                    -                  447                -                 79
 Total                                    10,832             12,550             13,504            52,174

                                          METLEN ENERGY & METALS GROUP          METLEN ENERGY & METALS S.A.
 (Amounts in thousands €)                 30.06.2025         31.12.2024         30.06.2025        31.12.2024
 Receivables from related parties
 Subsidiaries                             -                  -                  2,130,470         1,956,642
 Associates                               14,987             -                  14,695            -
 Other related parties                    49                 7                  -                 -
 Total                                    15,036             7                  2,145,165         1,956,642
 Guarantees granted for related parties
 Subsidiaries                             4,003,863          3,401,067          4,003,863         3,401,067
 Total                                    4,003,863          3,401,067          4,003,863         3,401,067
 Payables to related parties
 Subsidiaries                             -                  -                  277,707           440,916
 Associates                               14,579             -                  -                 -
 Other related parties                    59                 43                 59                25
 Total                                    14,638             43                 277,767           440,942

 

The above-mentioned guarantees refer to:

€167.7 million (2024: €136.9 million) are Company guarantees for bank
loans of the subsidiaries of the Group and €3,836.1 million (2024:
€3,264.1 million) are Company guarantees on behalf of customers and
suppliers of the Group.

It is noted that the above amounts of guarantees issued by the Company on
behalf of customers and suppliers of its subsidiaries refers to the maximum
amount of the guarantee and the respective risk undertaken by the Company,
regardless of the probability of realisation of said risk.

 

22. Contingent assets and contingent liabilities

 

Unaudited tax years - Group's resident (Greek) subsidiaries

 

There have been no significant changes since 31 December 2024 (as described in
the 2024 Integrated Annual Report).

 

Claims relating to Projects

 

As part of the Group's activity in the M Power Projects sector, the Group has
raised or is in the process of raising a number of claims primarily related to
compensation for delays caused either by the clients of the projects or by the
suppliers. These claims are based on the respective contractual terms, the
applicable legal framework of each country, as well as on expert and other
specialist reports.

 

These claims have not been recognised in the Group's financial results, as the
criteria for their accounting recognition had not been fully met by the date
of approval of the interim Financial Information. The Group, through its legal
advisors, is in the process of expediting the resolution of these claims.

 

Arbitration Proceedings - Supply Contract Dispute

 

In October 2024, METLEN S.A. submitted a request for arbitration to the
International Chamber of Commerce in respect of a dispute with one of METLEN
S.A.'s contractors on the basis of a supply contract entered into between
METLEN S.A. and the contractor, with METLEN S.A. seeking compensation of
approximately €300 million due to defective equipment delivered to METLEN
S.A. by the contractor. The agreed deadline for METLEN S.A. to submit its
statement of claim is 30 September 2025.

 

Petitions for annulment of Regulatory Authority for Energy (RAE) decisions -
CHP plant

 

The Company filed before the Council of State: (a) petition for annulment of
RAE's decision no. 80/2016 entitled "Management of condensate heat during the
calculation of cogeneration efficiency for the Approval of Special Operating
Conditions of CHP plant"; and (b) petition for annulment of RAE's decision no
410/2016 entitled "Amendment of RAE's decision no. 1599/201, with which it was
approved the Issue "Cash Specifications and Size Measurements at the request
of the ministerial decision no Δ6 / Φ1 / οικ.8786 / 06.05.2010 for the
implementation of the System of Guarantees of Origin of the Electricity from
RES and High Efficiency CHP and its Ensuring Mechanism".

 

The Company also filed before the Athens Administrative Court of Appeal a
petition for annulment of RAE's decision no. 334/2017 entitled "On the
application of the société anonyme ALUMINUM OF GREECE BEAE and the
distinctive title "ΑΤΕ" for the revision of RAE's decision no. 569/2016";
(b) of RAE's decision no. 569/2016 entitled "Efficiency Control and
Determination of Special Operating Conditions of the Distributed HE-CHP unit
of the société anonyme ALUMINUM OF GREECE BEAE (SA)".

 

From the combination of the above decisions, the cogeneration efficiency of
the CHP plant of the Metallurgy Business Unit is negatively affected, as they
change the calculation method for the amount of high efficiency electricity,
including by subtracting the thermal energy contained in returnable
concentrate, when calculating the total efficiency of the unit, resulting in a
reduction in unit revenue.

 

The decisions of the Council of State were issued, according to which the
Company's petitions for annulment have been rejected. On the contrary to the
decision no. 1652/2022 of the Supreme Court of Justice, the Company's
application before the Administrative Court of Appeal of Athens for the
annulment of no. 334/2017 of the RAE decision was accepted and the above
decisions were deemed illegal and annulled. It is also noted that, on the one
hand, the annulment decision has retroactive effect, resulting in the
administrative act being annulled to be considered as if it never existed,
while on the other hand, even an appeal against the decision has no effect of
suspension.

 

In view of the above, the decision RAE 569/2016 is considered as if it never
existed and the duty to comply with the decision No. 1652/2022 of the
Administrative Court of Appeal of Athens mandates that the pricing of
electricity for the period from 12.1.2017 onwards be corrected immediately,
based on the decisions RAE 700/2012 and 341/2013 and according to the specific
provisions in the Appendix attached there to RAE filed an appeal against the
above decision.The case has been heard before the court on 13.05.2025 and we
expect the decision to be issued.

23. Post - Balance sheet events

 

Since the interim period end date of 30 June 2025, "METLEN Energy & Metals
PLC" (hereinafter called "METLEN PLC") acquired all (100%) of the shares
issued by the Company, pursuant to (i) the voluntary share exchange tender
offer that METLEN PLC submitted on 25 June 2025 in accordance with Law
3461/2006, as in force ("Law 3461"), and (ii) the right of squeeze-out
exercised by METLEN PLC in accordance with Article 27 of Law 3461 and the
decision 1/644/22.4.2013, as in force, of the Board of Directors of the
Hellenic Capital Market Commission (the "HCMC"), the process of which
completed on 29 August 2025.

 

As a result, METLEN PLC has become the direct parent of the Company and the
ultimate parent company of the Company's Group. METLEN PLC's share capital in
ordinary registered shares amounts today to €1,573,252,780.00 and is divided
into 143,022,980 ordinary registered shares, admitted to trading on (a) the
Main Market of the London Stock Exchange (the "LSE") and (b) on the Regulated
Securities Market of the Athens Exchange (the "ATHEX").

 

Following the aforementioned acquisition, the Company has submitted a written
request to the HCMC to approve the delisting of the Company's ordinary
registered shares from the Athens Exchange, in accordance with Article 17,
paragraph 5 of Law 3371/2005, as in force.

 

24. Approval of Interim Condensed Financial Information

 

The Interim Condensed Financial Information for the period ended 30.06.2025
were approved by the Board of Directors of METLEN Energy & Metals S.A. on
8 September 2025.

 

Maroussi, 8 September 2025

 

 

 Evangelos Mytilineos
 I.D. No ΑΝ 094179/2017

 Chairman of the Board of Directors & Chief Executive Officer

 Eleftheria Kontogianni             Spyridon Kasdas
 I.D. No Α00419969/2024             I.D. No ΑP 1 04707/2022

 Chief Finance Officer              Vice-Chairman A' of the Board of Directors

 Ioannis Boumponaris                Periklis Kazakos
 I.D. No ΑM 499302/2014             I.D. No A01271813/2024

 Finance & MIS Senior Director      Financial Reporting & Controlling Senior Manager

 

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