II. Board of Directors Interim Management Report
2.1 Basis for preparation of the Interim Condensed Financial Information
24. Approval of Interim Condensed Financial Information
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
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
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.
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.
ii. The table below shows an analysis of cash flows and the change of net debt for the period.
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.
* 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.
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.
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.
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.
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.
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.
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:
D. Sales and Earnings before interest, taxes, depreciation and amortisation per Business Unit
*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.
The reconciliations of Alternative Performance Measures (APMs) to the most directly reconcilable line item are included in Note 14.
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 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:
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.
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:
Transactions and balances between the Parent Company and its subsidiaries
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:
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.
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