ELLAKTOR S A : Six-Month Financial Report 2022

SIX-MONTH FINANCIAL REPORT

for the period from 1 January to 30 June 2022

(pursuant to Article 5 of Law 3556/2007)

ELLAKTOR S.A.

25 ERMOU ST. - 145 64 KIFISSIA

TAX ID NO.: 094004914-TAX OFFICE ATHENS TAX OFFICE FOR COMMERCIAL COMPANIES SA Reg. No: 874/06/Β/86/16 - 100065 G.E.MI. (General Electronic Commercial Registry) No 251501000

ELLAKTOR SA

Six-month Financial Report for the period from 1 January to 30 June 2022

All amounts are in € thousand, unless stated otherwise

Contents of Six-month Financial Report

Α. Statements of Members of the Board of Directors………………………………………………………………….	3
Β. Semi-annual Board of Directors Report………………………………………………………………………………..	4
C. Independent Auditor's Review Report ……….…………….…………….…………….……………..………………	37
D. Interim Condensed Financial Information for the period from 1 January to 30 June 2022……..………	40
E. Report on the Allocation of Capital Raised for the period 01.01.2022 to 30.06.2022…………………….	104

The interim condensed financial information of the Group and the Company and the Report on the Allocation of Capital Raised from page 40 to page 105 were approved at the meeting of the Board of Directors held on 30.08.2022.

THE CHAIRMAN OF THE	CHIEF EXECUTIVE OFFICER	THE CHIEF FINANCIAL	THE HEAD OF THE
BOARD OF DIRECTORS		OFFICER	ACCOUNTING
			DEPARTMENT

GEORGIOS MYLONOGIANNIS	EFTHYMIOS BOULOUTAS	DIMOSTHENIS REVELAS	ANDREAS TSAGRIS
ID Card No AE 024387	ID CARD NO ΑΚ 638231	ID CARD NO. Φ-018383	ID Card No. AI 099022

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ELLAKTOR SA

Six-month Financial Report for the period from 1 January to 30 June 2022

All amounts are in € thousand, unless stated otherwise

Α. Statements of Members of the Board of Directors

(pursuant to Article 5 (2) of Law 3556/2007)

The Board of Directors of the société anonyme company trading under the name ELLAKTOR Société Anonyme with the distinctive title ELLAKTOR SA (hereinafter the 'Company'), with registered offices in Kifissia Attica, at 25, Ermou Street 25:

1. Georgios Mylonogiannis, son of Stamatios-Takis, Chairman of the Board of Directors
2. Efthymios Bouloutas son of Theodoros, CEO
3. Aristeidis (Aris) Xenofos son of Ioannis, Vice-Chairman of the Board of Directors, appointed as per decision of the Company's Board of Directors;

acting in our capacities as above, hereby declare that, to the best of our knowledge:

1. the interim condensed financial report of the Company and the Group for the period 01.01- 30.06.2022, which was prepared in accordance with the applicable international accounting standards, fairly represents the assets and liabilities, the equity, the profit and loss and the comprehensive income of the Company and of the companies included in the consolidation taken as a whole, pursuant to the provisions of Article 5(3) to (5) of Law 3556/2007, and
2. the semi-annual report of the Company's Board of Directors fairly represents the information required under Article 5(6) of Law 3556/2007.

	Kifissia, 30 August 2022
THE CHAIRMAN OF THE	THE CHIEF EXECUTIVE	THE VICE-CHAIRMAN OF THE
BOARD OF DIRECTORS	OFFICER	BOARD OF DIRECTORS

GEORGIOS	EFTHYMIOS BOULOUTAS	ARISTEIDIS (ARIS) XENOFOS
MYLONOGIANNIS
ID Card No AE 024387	ID CARD NO ΑΚ 638231	ID Card No: ΑΚ 756177

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ELLAKTOR SA

Six-month Financial Report for the period from 1 January to 30 June 2022

All amounts are in € thousand, unless stated otherwise

Β. Semi-annual Board of Directors Report

On the interim condensed financial information for the period from 1 January to 30 June 2022

This report of the Board of Directors pertains to H1 of the current year 2022 (01.01.2022-30.06.2022), and provides condensed financial information about the financial position and results of ELLAKTOR SA and the ELLAKTOR Group Companies. The Report outlines the most important events which took place during H1 2022, and the effect that such events had on the financial statements, the main risks and uncertainties the Group is faced with, while it also sets out qualitative information and estimates about its future activities. Finally, the report includes important transactions entered into between the Company and Group and related parties.

The companies included in the consolidation, except for parent company ELLAKTOR SA, are those mentioned in note 26 of the attached financial statements.

This Report was prepared pursuant to Article 5 of Law 3556/2007 and accompanies the financial statements for the fiscal year 01.01.2022-30.06.2022.

I. Introduction

The recovery of economic activity in Greece continued in the second quarter of 2022, as the real GDP according to the European Commission (European Economic Forecast, Summer 2022) is expected to increase by 4% on an annual basis for 2022, while a further increase of 2 .4% is estimated for 2023. In addition, the Bank of Greece revised down its forecast for GDP growth in 2022, to 3.2% (Monetary Policy Report, June 2022), from 3.8% in April (Governor's Annual Report) due to the uncertainty arising from the continuation of the war in Ukraine, the disruptions that have been caused to the supply of energy and the resulting further rise in energy costs and the general level of prices. The Economic Sentiment Index (ESI), a precursor to economic activity, fell to 104.3 in June from 114.4 in February due to increased uncertainty following Russia's invasion of Ukraine, but remained above European Union average (102.5 points).

In 2022, harmonized inflation is expected to be 8.9% according to the European Commission (European Economic Forecast, Summer 2022) and 7.6% according to the Bank of Greece (Monetary Policy Report, June 2022). Fiscal support to households and businesses remained in place in the first half of 2022, primarily to limit the negative effects of rising energy costs and inflationary pressures.

However, the expected absorption of funds from the Recovery and Resilience Facility (RRF) and optimism about the performance of tourism keep the momentum of economic growth going. Thus, despite the uncertainty that prevails for the aforementioned reasons, the outlook remains particularly positive for the Greek economy in the medium term, due to the expected absorption of resources under the Recovery and Resilience Facility (RRF) - which is the central element of the European Union's recovery plan (Next Generation EU) to deal with the negative effects of the pandemic, as well as the implementation of structural reforms to create a business-friendly environment.

In addition, the main lever for the growth of the Greek economy is expected to be the rise in the performance of tourism, the country's exports, but also the country's significant disbursements from the EU Recovery and Resilience Facility (RRF). Greece is expected to receive €31 billion from the RRF of which €18 billion relates to grants and €13 billion to loans, and will also receive nearly €40 billion from the Multiannual Financial Framework via the NSRF and the Common Agricultural Policy in the period 2021-

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ELLAKTOR SA

Six-month Financial Report for the period from 1 January to 30 June 2022

All amounts are in € thousand, unless stated otherwise

2027. The Greek government has declared that infrastructure is one of the priority areas into which the above funds are to be channeled.

With regard to the ELLAKTOR Group, the following significant events took place in the first half of 2022 and until the publication of this report:

• On 06.05.2022, RB Ellaktor Holding BV, a 100% subsidiary of Reggeborgh Invest BV, sent an optional public offer for the acquisition of all the common registered voting shares of ELLAKTOR SA, with a purchase price of €1.75 per share in cash. Upon completion of the public offer process, the voting shares held (directly and indirectly) by Reggeborgh Invest BV represented 46.15% of the total share capital of ELLAKTOR SA.
• On 06.05.2022, Motor Oil Hellas (MOH) acquired 29.9% of the share capital of ELLAKTOR, while the ELLAKTOR Group received a bid from MOH, with which it expressed its interest in acquiring 75% of a new company to which the Renewable Energy Sources (RES) sector of the Group will be transferred. On 13.05.2022, the Board of Directors of ELLAKTOR discussed and made decisions regarding the proposal for the acquisition of the RES sector by MOH and appointed a financial advisor to prepare an opinion on the legality and reasonableness of MOH's bid received (fairness opinion). On 01.08.2022, and after the evaluation process of the bid in question by the financial advisor, who gave an opinion on the fairness of the price (fairness opinion), the Board of Directors of the Company convened an Extraordinary General Meeting of its shareholders on 25.08.2022, which approved: (a) the Transaction for the transfer by the Company of 75% of the Renewable Energy Sources sector to the company trading as "MOTOR OIL RENEWABLE ENERGY SINGLE-PERSON S.A." and the granting of a license according to articles 99-101 of Law 4548/2018 for the drawing up and signing of the Share Purchase Agreement and the Shareholders Agreement and (b) the authorization of the Board of Directors to take any action that may be required by ELLAKTOR for the implementation and completion of the Transaction without limitations, including any amendments on the contractual documents to be concluded.

After performing an evaluation, it was found that the application criteria of IFRS 5 "Non-current assets held for sale and discontinued operations" are met and for this reason, the activities of the Renewable Energy Sources (RES) sector are now discontinued operations for the Group. Therefore, they are presented separately in this Report for the purposes of providing true and accurate information.

Furthermore, the developments per sector of activity of the Group during the 1st Semester 2022 are as follows:

• In the construction sector:
• • AKTOR focused on the implementation of important projects such as the Thessaloniki Metro, the Bucharest Centura A0 ring road as well as the implementation of road axes and railway projects in Greece and Romania.
  • The organisational, operational and financial reorganisation plan for the sector is implemented, with reductions in staff costs and the cost of sales, evaluation of alternatives in relation to non-operating assets, as well as the undertaking of initiatives to ensure more efficient management of cash and cash equivalents and optimisation of the financing structure. Furthermore, supervision of project execution and procurement management has been reinforced through a centralised department, and the tender submissions policy has been overhauled, targeting only profitable projects.
• In the Concessions sector:

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