M&Z p.l.c.

Annual Report and Financial Statements

31 December 2025

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

General information 1

Directors’ report 2-8

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”)

with the Code of principles for Good Corporate Governance 11-18

Remuneration Report 19-21

Statement of financial position 22-23

Statement of comprehensive income 24

Statement of changes in equity 25

Statement of cash flows 26

Notes to the financial statements 27-58

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

General information

Directors:

Mr. Charles J. Farrugia

Dr. Emma Pullicino

Mrs. Erika Pace Bonello

Mrs. Frances Fenech

Mrs. Greta Camilleri Avallone

Mr. Kevin Rapinett

Mr. Matthew A. Camilleri

Mr. Paul S. Camilleri

Mr. Thomas Agius Vadala

Company Secretary:

Ganado Services Limited (C 10785)

171, Old Bakery Street,

Valletta VLT 1455, Malta

Registered Office:

MMGH Complex,

Industrial Estate,

Marsa MRS 3000

Malta

Company Registration Number:

C 23061

Auditors:

PricewaterhouseCoopers

78, Mill Street

Zone 5, Central Business District

Qormi

Malta

Legal Counsel:

Ganado Advocates

171, Old Bakery Street,

Valletta VLT 1455, Malta

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Directors’ report

The Directors present their report and the audited financial statements for the year ended 31 December

2025.

Principal activities

M&Z p.l.c. is a leading Company dealing in importation and distribution of a wide range of renowned fast-

moving consumer goods (“FMCG”). The M&Z portfolio is comprised of over 100 brands, across 11 product

categories comprising: ambient, chilled, frozen, fresh, ice-cream, baby and kids, home and personal care,

wines and spirits, tobacco, pet care and confectionery segments.

Review of the business

Trading performance

As at 31 December 2025, the Company generated total revenue of €31,621,147 (2024: €29,917,084),

representing an increase of approximately 6% over the prior year. This growth was primarily driven by

higher sales volumes across the Company’s existing portfolio, reflecting continued demand for its products

and the strengthening of its market position through organic growth initiatives. No acquisitions were

concluded or new product categories introduced during the year. Cost of sales for 2025 amounted to

€23,750,863 (2024: €23,471,008) which increase is mainly attributable to higher purchase volumes in line

with increased sales activity, partially offset by a reduction in depreciation charges recognised within cost

of sales during the year.

Administrative expenses for 2025 amounted to €2,997,201 (2024: €3,002,803), remaining stable year-on-

year. The prior year included a higher loss allowance on trade receivables, and in 2025 the Company

maintained tight control over its operating cost base despite ongoing inflationary pressures, including

increases in wages and salaries as highlighted in the risks and uncertainties section of this report.

As a result of the above, the Company recorded an EBITDA of €5,577,238 (2024: €4,400,541), reflecting a

strong improvement compared to the prior year, driven by increased revenue and disciplined cost

management. Despite the favourable EBITDA performance, reference should be made to the risks and

pressures disclosed herein, which have impacted and will continue to impact the Company’s financial

performance.

Net finance costs in 2025 amounted to €261,280 (2024: €288,449) which represents a decrease of 9%

when compared to 2024. This reduction is primarily attributable to the closure of the Company’s factoring

facility during the year, together with a lower average interest rate following the successful renegotiation of

the Company’s borrowing terms.

The Company reported a profit before tax of €4,637,426 (2024: €3,185,814). Profit after tax increased to

€2,988,389 (2024: €2,023,776), representing an increase of approximately 48%, while earnings per share

rose to €0.07 (2024: €0.05). The improved profitability reflects the combined effect of higher revenues,

stable operating costs, and lower finance costs, despite continued margin pressures.

Cash flows

Cash flows from operating activities for the full year 2025 amounted to €2,350,220 (2024: €4,090,262), after

paying income tax amounting to €1,245,538 (2024: €1,003,613).

Cash flows used in investing activities amounted to €326,892 (2024: €237,776). This includes mainly

ongoing investments in capital expenditure.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Directors’ report - continued

Review of the business - continued

Cash flows used in financing activities during 2025 amounted to €3,254,576 (2024: €2,644,046), which

consisted of a share-buyback conducted in 2025 of €141,001 (2024: €303,000), inclusive of transaction

costs, the redemption of preference share capital amounting to €500,000 (2024: €250,000), dividends paid

to shareholders, payments on lease liabilities and movement in the Company’s trade factoring facility.

Equity

Equity increased to €10,321,180 as at 31 December 2025, up from €8,582,592 as at 31 December 2024.

This movement is primarily attributable to the profit generated during 2025, partially offset by dividends

distributed to shareholders and changes in other reserves relating to share buybacks and the redemption

of preference shares.

On 13 June 2025 the Company announced that it had repurchased 250,000 of its own ordinary shares

(representing 0.57% of the entire ordinary shares of the Company) for an aggregate consideration of

€139,605 (excluding transaction fees). The repurchase was undertaken under the buy-back programme

authorised by shareholders at the Company’s annual general meeting held on 4 June 2025, in terms of

which the Company was empowered to buy-back up to 1,000,000 shares of the Company within a range of

between €0.45c and €0.65c per share (both inclusive), during the period commencing from the granting of

approval by the AGM until the date of the Company’s annual general meeting to be held in 2026. The share

buy-back programme provided the Company with a tool to manage its capital more efficiently, including an

alternative means of distributing capital to Shareholders from time to time and by transferring and/or

otherwise using any shares bought back (and held in treasury) for future acquisitions of assets or for any

other purpose deemed appropriate by the Board.

Balance sheet

The Company’s total asset base increased to €18,497,684 (2024: €16,863,938). Non-current assets

comprise intangible assets of €1,037,529 (2024: €1,167,329), which decreased due to amortisation for the

year, right-of-use assets of €979,815 (2024: €1,257,742), also reduced as a result of amortisation and

property, plant and equipment of €755,797 (2024: €674,087) which increased due to additions during the

year, partially offset by depreciation. At 31 December 2025, the Company’s current assets amounted to

€15,472,558 (2024: €13,404,862) primarily comprising trade and other receivables of €8,408,953 (2024:

€7,490,185). The increase in receivables is mainly attributable to higher trade receivables driven by

increased revenues, together with a rise in other receivables. Inventories amounted to €5,477,389 (2024:

€5,392,283) and remained broadly in line with the prior year.

Non-current liabilities total €992,777 (2024: €1,810,758), including lease liabilities of €742,777 (2024:

€1,060,758) and preference shares amounting to €250,000 (2024: €750,000). The Company’s current

liabilities amount to €7,183,727 (2024: €6,470,588) mainly consisting of borrowings of €3,876,680 (2024:

€2,707,554), preference shares payable within the next twelve months amounting to €500,000 (2024:

€500,000) and trade and other payables of €1,876,516 (2024: €2,638,981).

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Directors’ report - continued

Risks and uncertainties

Trade credit exposure risk

The Company faces trade credit risk due to the advantageous payment terms extended to its customers.

Future disruptions in financial markets or stricter credit conditions could negatively impact the liquidity and

profitability of certain customers, raising the chances of non-payment and non-performance. A substantial

deterioration in a customer's financial situation may compel the Company to take on greater credit risk and

could hinder its ability to collect outstanding receivables.

Labour market conditions

The acute shortage of human resources has led to significant wage inflation and difficulty in meeting

demand. The Company is also experiencing challenges due to the tight labour market conditions that are

weighing on the sector, particularly in the distribution sector.

Hard discounters

The Company continues to face competition from foreign and local hard discounters, which import and sell

their own products. These competitors offer diversified product ranges, lower prices and improved shopping

experience, appealing to increasingly price-sensitive shoppers.

Inflation and Margin Pressure

The Company is exposed to inflationary pressures in product purchase prices from suppliers, as well as

freight, logistics, energy and labour costs. While competitive market conditions may limit the ability to fully

pass on these increases, the Company actively manages pricing, supplier relationships, and cost

efficiencies to mitigate the impact. Sustained cost inflation may nevertheless adversely affect margins.

Consumer Demand and Downtrading Risk

Cost-of-living pressures may lead consumers to shift towards lower-priced or private label alternatives. This

may affect demand for certain brands within the Company’s portfolio, impacting sales volumes, product mix

and margins.

Tourism

Notwithstanding the recent increase in inbound tourism, the current international geo-political climate may

still affect inbound tourism. This, in turn may have a bearing on the demand for some of the Company’s

product categories, such as ice-creams, wines and spirits.

Supply chain disruptions

Global supply chain issues can affect the availability of products. Disruptions in transportation,

manufacturing delays, or geopolitical events can lead to shortages and impact the timely delivery of goods.

These disruptions can significantly affect the Company's performance, leading to potential revenue losses.

Cybersecurity threats

The Company's reliance on digital systems exposes it to cyber-attacks. These threats can compromise

sensitive consumer information and disrupt production and distribution channels, leading to operational

inefficiencies and revenue losses.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Directors’ report - continued

Risks and uncertainties - continued

Geopolitical and Macroeconomic Environment

The Company is exposed to geopolitical and macroeconomic risks, particularly arising from ongoing

conflicts in the Middle East. These may lead to supply chain disruptions, increased input costs, and

inflationary pressures, which could adversely impact operations, margins, and financial performance.

Further information on the Company’s financial risk management is set out in note 4.4 to the financial

statements.

Sustainability reporting

The Environmental, Social and Governance (“ESG”) Steering Committee made up of the Managing Director

(which position was redesignated as Chief Executive Officer from 1 January 2026), Chief Financial Officer

and Chief Operating Officer who with support from sustainability experts and industry leaders are

responsible for setting the strategic direction and goals related to environmental, social, and governance

issues for the Company was established in 2023. The ESG Steering Committee also oversees the

implementation of ESG initiatives, monitor progress, and report to the Board of Directors on a regular basis.

The Audit Committee provides oversight and guidance to the ESG Steering Committee, ensuring that ESG

initiatives are aligned with the Company's overall goals and objectives. By working together, these

Committees help ensure that the Company remains compliant with all relevant regulations and standards,

while also making best use of the positive impact of its ESG efforts.

Outlook for 2026

As the Company looks ahead to the 2026 financial year, it anticipates continued growth, albeit within a more

challenging and dynamic market environment characterised by persistent cost pressures and evolving

consumer behaviour. This outlook is supported by the Company’s strong market position, diversified brand

portfolio, and continued focus on organic growth.

M&Z p.l.c. remains committed to enhancing operational efficiency and customer satisfaction, while

maintaining a disciplined approach to cost management. Ongoing initiatives focused on optimising

procurement, logistics and internal processes are expected to support overall performance and mitigate the

impact of inflationary pressures.

At the same time, the Company continues to adapt to shifting consumer trends, including increased price

sensitivity and demand for value-oriented offerings. Through active portfolio management, targeted pricing

strategies and promotional activity, the Company aims to maintain a balanced offering across its brand

portfolio.

The Board of Directors remains committed to delivering sustainable shareholder returns and intends to

maintain a stable dividend policy, subject to market conditions and the Company’s financial performance.

The Company will also continue to pursue growth opportunities through the expansion of its supplier

network and the selective extension of its brand portfolio, including through mergers and acquisitions. This

strategy remains a key driver in entering new product segments, enhancing diversification, and

strengthening the Company’s competitive position.

While external uncertainties, including supply chain volatility and competitive pressures, are expected to

persist, the Board is confident that the Company’s strong fundamentals, strategic focus and adaptable

business model will support its ability to navigate the evolving market landscape and deliver long-term value.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Directors’ report - continued

Results and dividends

Results for the year are stated in the Statement of Comprehensive Income. The Directors are

recommending the payment of a final net dividend of €712,800 equivalent to €0.0162 per share. This is

over and above the interim net dividend of €396,000 equivalent to €0.009 per share paid to shareholders in

September 2025. The total dividend amount paid for the year will amount to €1,108,800 or €0.0252 per

share which represents a net dividend yield of 3.5% on the issue price of €0.72 or 4.2% on the market price

of €0.60 as at the reporting date.

The Directors have also confirmed the payment of a gross dividend of €31,840 on preference shares for

the year ended 31 December 2025.

Going concern basis

After making enquiries the Directors, at the time of approving the financial statements, have determined

that there is reasonable expectation that the Company has adequate resources to continue operating for

the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing

the financial statements.

Information pursuant to Capital Markets Rule 5.70.1

In terms of Capital Markets Rule 5.70.1 the Company states that on 1 March 2022, after following all

pertinent procedures, it entered into a lease agreement with Mr Thomas Agius Vadala’ (a non-executive

director of the Company) and Mr John Agius Vadala’ for a commercial store in the Central Business District,

Mriehel (the “Lease Agreement”). The Lease Agreement was entered into for a period of five years at a

cost of €24,000 (plus VAT) per annum and was deemed to be in the best commercial interests of the

Company. The Lease Agreement shall terminate on 28 February 2027 or at any earlier date where the

Company gives written notice of its intention to terminate said lease.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Directors’ report - continued

Additional Information pursuant to Capital Markets Rule 5.64

Details of the company’s share capital are disclosed in note 6 to the financial statements. The Company’s

authorised share capital is €50,000,000, divided into 360,000,000 Ordinary Shares of €0.125 each and

5,000,000 Preference Shares of €1 each. The Company’s issued share capital is €7,000,0000 divided into

44,000,000 Ordinary Shares of €0.125 each and 750,000 Preference Shares of €1 each. All shares in the

Company rank pari passu in all respects (save as otherwise provided in the Memorandum and Articles of

Association). The rights attached to the Preference Shares are identical to those attached to the Ordinary

Shares, except for the following:

Voting Rights: the holders of Preference Shares shall not have a vote at general meetings except

on a resolution convened for the purpose of: a) reducing the capital of the Company; or b) winding

up of the Company; or c) a proposal to be submitted to the meeting that directly affects their rights

and privileges; or d) a proposal affecting the dividend on Preference Shares when the dividend on

their Shares is in arrears for more than 6 months

ii.

Dividends: Preference Shares are entitled to a fixed cumulative preferred dividend distribution of

three percent (3%) of its nominal value per annum. The Shares are entitled to receive dividends

when, as and if declared by the Board out of the assets lawfully available for such a purpose. No

dividend shall be paid to the Ordinary Shares in any given year, unless the preferred dividend for

that year and any cumulative preferred dividend from previous years would have been paid to the

holders of the Preference Shares.

iii.

Rights upon liquidation, dissolution or winding-up: each Preference Share shall, on a winding up of

the Company, carry the right to receive the return of the paid-up nominal value of such share

together with any accrued but unpaid cumulative preferred dividends in priority to any amounts of

capital paid to the holders of other classes of shares, but shall not carry any other right to participate

in any surplus assets of the Company following the payment of such amount.

iv.

Redemption Rights Subject to the provisions of the applicable law of Malta, the Board shall have

the right to redeem the Preference Shares, at any time by giving not less than one (1) month notice

of the intention to redeem said shares. The Preference Shares may be redeemed by not later than

31 December 2030 and should any such shares not be redeemed within the same time frame, the

unredeemed shares shall thereafter not be redeemable. The amount payable on the redemption

shall be the nominal value of the Preference Shares being redeemed, together with any accrued

but unpaid cumulative preferred dividends. On the 28 August 2024 the Company Announced that,

following a request from its Preference Shareholders, it would over period of three years be

redeeming the entirety of the Preference Shares. It was agreed that redemptions would take place

on a quarterly basis in tranches of 125,000 Preference Shares (pro rata to the relative shareholding

of each Preference Shareholder), with dividends continuing to be due also on a pro rata basis on

the unredeemed Preference Shares, and with a cumulative value of €125,000 per quarterly

redemption of Preference Shares.

The only registered shareholders holding 5% or more of the equity share capital as at 31 December 2025

are as follows:

Shareholder

Approx. % Shareholding (total share capital by

nominal value)

M&Z Group Limited (C 9208)

59%

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Directors’ report - continued

Directors & Company Secretary

The Directors of the Company who held office during the year were:

Mr. Charles J. Farrugia

Dr. Emma Pullicino

Mrs. Erika Pace Bonello

Mrs. Frances Fenech

Mrs. Greta Camilleri Avallone

Mr. Kevin Rapinett

Mr. Matthew A. Camilleri

Mr. Paul S. Camilleri

Mr. Thomas Agius Vadala

The Company’s Articles of Association do not require any Directors to retire.

Ganado Services Limited (C 10785) of 171, Old Bakery Street, Valletta VLT 1455, Malta acts as Company

Secretary.

Information on the rules governing the appointment and replacement of Directors is contained in Section A

of the Statement by the Directors on compliance by the Company with the Code of principles for Good

Corporate Governance, whilst information on the amendments of the Memorandum and Articles of

Association and the Powers of Directors is contained in Section E of the Statement by the Directors on

compliance by the Company with the Code of principles for Good Corporate Governance.

The Directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements which

give a true and fair view of the state of affairs of the Company as at the end of each reporting period and of

the profit or loss for that period.

In preparing the financial statements, the Directors are responsible for:

• ensuring that the financial statements have been drawn up in accordance with International

Financial Reporting Standards (“IFRSs”) as adopted by the EU;

• selecting and applying appropriate accounting policies;

• making accounting estimates that are reasonable in the circumstances; and

• ensuring that the financial statements are prepared on the going concern basis unless it is

inappropriate to presume that the company will continue in business as a going concern.

The Directors are also responsible for designing, implementing and maintaining internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error, and that comply with the Maltese Companies Act

(Cap. 386). They are also responsible for safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement of Directors’ responsibilities for the financial statements

The financial statements of M&Z p.l.c. for the year ended 31 December 2025 are included in the Annual

Report 2025 which is published on the Company’s website (https://mz.com.mt/investors/) and available in

hard copy printed form upon request. The Directors are responsible for the maintenance and integrity of the

Annual Report on the website in view of their responsibility for the controls over, and the security of, the

website.

Access to information published on the Company’s website is available in other countries and jurisdictions,

where legislation governing the preparation and dissemination of financial statements may differ from

requirements or practice in Malta.

Statement of Responsibility pursuant to Capital Markets Rule 5.68

We confirm that to the best of our knowledge:

•

the financial statements, prepared in accordance with the applicable accounting standards, give a

true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

•

The Directors’ report includes a fair review of the performance of the business and the position of the

Company, together with a description of the principal risks and uncertainties that it faces.

Auditors

PricewaterhouseCoopers have indicated their willingness to continue in office and a resolution for their re-

appointment will be proposed at the Annual General Meeting.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on the Financial Statements and Other Information

included in the Annual Financial Report

The Directors declare that to the best of their knowledge, the financial statements included in the Annual

Financial Report are prepared in accordance with the requirements of International Financial Reporting

Standards as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and

profit or loss of the Company and that this report includes a fair review of the development and performance

of the business and position of the Company, together with a description of the principal risks and

uncertainties that it faces.

Signed on behalf of the Board of Directors on 29 April 2026 by Charles J. Farrugia (Chairman) and Greta

Camilleri Avallone (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted

in conjunction with the Annual Financial Report.

Registered Office:

MMGH Complex,

Industrial Estate,

Marsa MRS 3000

Malta

29 April 2026

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the

Code of principles for Good Corporate Governance

The Company acknowledges that the Code of Principles of Good Corporate Governance contained in

Appendix 5.1 to Chapter 5 of the Capital Markets Rules (the “Code”) does not prescribe mandatory rules

but recommends principles of good practice for the Board of Directors (each a “Director” and collectively

the “Board”) and the Company’s management to pursue in the best interests of the Company and its

shareholders. The Board believes that compliance with the Code and the governance arrangements

proposed thereby is not only expected by stakeholders but evidences the Board’s and the Company’s

commitment to a high standard of good governance. The Company endorses the Code and is hereby

reporting its compliance with the provisions thereof.

The Board restates its full support of the Corporate Governance Code and undertakes to fully comply with

the Code to the extent that this is considered complementary to its size, nature and operations. As at the

date of this statement, the Board considers the Company to be compliant with the Corporate Governance

Code, save for three exceptions as explained in Section B below. The Company is hereby reporting on the

extent of its adoption of and compliance with the Code for the period covering financial year ended 31

December 2025.

A. Compliance with the Corporate Governance Code

Principle 1 – The Board

In terms of Article 116 of the Company’s Memorandum and Articles of Association (“M&As”) administration

and management of the Company shall be vested in the Board. The Board is responsible for devising the

Company’s values, standards and strategy, setting policies and the management of the Company as well

as reviewing internal control procedures, financial performance and the business risks facing the Company.

The Board is composed of individuals who are fit and proper to direct the business of the Company with

honesty, competence and integrity and individuals who are diverse in their experience, knowledge, skills

and values, resulting in an optimum Board set-up. Moreover, the Directors have been made fully aware of

statutory and regulatory requirements connected to the business of the Company. The Directors attend the

majority of Board meetings and are provided with the relative information in advance of said meetings in

order to permit them to allocate sufficient time to the performance of their responsibilities.

The Board delegates specific responsibilities to the Audit Committee and the Executive Committee

(collectively the “Committees”), the former operates under its own formal terms of reference approved by

the Board. Further detail on said Committees and the responsibilities of the Board is contained in the below

subsections of this statement entitled “Principle 4” and “Principle 5”.

Appointment and Removal of Directors

The right to appoint a Director to the Board is reserved to the shareholders of the Company, save for where

an appointment is made to fill a vacancy on the Board, where the Director may be appointed by the Board

in terms of Article 130 – such Director would then hold office until the next annual general meeting. Any one

or more shareholder holding (individually or in the aggregate) shares carrying the voting rights equal to

11.11% of the total number of shares carrying the right to attend and vote at a general meeting, shall for

every 11.11% so held be entitled to appoint one Director in the Company. The procedures for the election

of Directors shall be established by the Company in general meeting from time to time. The removal of

Directors is governed by Article 133 of the Articles of Association.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the

Code of principles for Good Corporate Governance - continued

Principle 2 – Chairman and Chief Executive

The clear division of responsibilities at the head of the Company between the running of the Board and the

executive responsibility for the running of the Company’s business is evident in the fact that the Company

has both a Chairman of the Board (Mr. Charles Farrugia) and a Managing Director (Mrs. Greta Camilleri

Avallone). This separation of roles serves to avoid concentration of authority and power in a single individual

and moreover differentiates the leadership on matters of the Board from leadership on matters relating to

the operations of the business of the Company.

The responsibilities of both the Chairman of the Board and the Managing Director are clearly established

and approved by the Board. The responsibilities of the Chairman of the Board reflect those set out in Code

Provision 2.2, while the Managing Director heads the Executive Committee which is responsible for

management decisions in relation to business of the Company.

The Company has determined that, effective 1 January 2026, Mrs. Greta Camilleri Avallone’s be changed

from Managing Director to Chief Executive Officer (and Executive Director).

Principle 3 – Composition of the Board

The Board believes that it fully complies with the requirements of Principle 3 and the relative Code

Provisions. The Company is managed by a Board of nine (9) Directors who are responsible for the overall

direction, management and strategy of the Company.

Pursuant to generally accepted practices, as well as the M&As, the appointment of Directors to the Board

is reserved exclusively to the Company’s shareholders, except in so far as an appointment is made to fill a

vacancy on the Board.

The Board is currently composed of the following persons:

• Mr Charles Farrugia - Independent Non-Executive Director & Chairman

• Mr Kevin J. Rapinett - Independent Non-Executive Director

• Mr Matthew Camilleri - Non-Executive Director

• Mr Thomas Agius Vadala’ - Non-Executive Director

• Mrs Greta Camilleri Avallone - Chief Executive Officer & Executive Director

• Mr Paul Camilleri - Executive Director

• Mrs Erika Pace Bonello - Executive Director

• Mrs Frances Fenech - Executive Director

• Dr Emma Pullicino - Executive Director

The Board comprises a mix of individuals with a diverse array of skills and experience which is appropriate

for the requirements of the business. The Board deems that in its current composition, currently comprising

a little over a third of the Board being non-executive directors, has the required diversity of knowledge,

judgement and experience to complete its tasks.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the

Code of principles for Good Corporate Governance - continued

Principle 3 – Composition of the Board - continued

Mr Charles Farrugia and Mr Kevin J. Rapinett are the Non-Executive Directors which are deemed to be

independent in line with the requirements of Code Provision 3.2. Neither of the independent non-executive

directors:

a. are or have been employed in any capacity by the Company within the last three (3) years;

b. have or had a significant business relationship with the Company;

c. received or receives significant additional remuneration from the Company;

d. have close family ties with any of the executive members of the Board or senior management of

the Company;

e. has served on the board for more than twelve (12) consecutive years; or

f. is or has been within the last three (3) years an engagement partner or a member of the audit team

of the present or former external auditor of the Company.

For the purposes of Code Provision 3.4 each Non-Executive Director has declared in writing to the Board

that he undertakes:

a. to maintain in all circumstances his independence of analysis, decision and action;

b. not to seek or accept any unreasonable advantages that could be considered as compromising his

independence; and

c. to clearly express his opposition in the event that he finds that a decision of the board may harm

the company.

Principle 4 – The Responsibilities of the Board

The Board believes that it fully complies with the requirements of this Principle and the relative Code

Provisions. As required by Principle 4 of the Code the foremost responsibility of the Board is to establish

and maintain a system of accountability, monitoring, strategy formulation and policy development for the

Company. The Board Members apply high ethical standards and consider the interests of all relevant

stakeholders in their discussions and decisions.

The Board also takes upon itself the responsibility to regularly review and evaluate corporate strategy, major

operational and financial plans, risk policy, performance objectives and monitor implementation and

corporate performance within the parameters of all relevant laws, regulations and codes of best business

practice. Furthermore, the Board is responsible for the identification, assessment and management of the

business risks facing the Company, oversight of the Company’s internal control systems and its financial

performance, determination of the Company’s strategy and strategic aims.

In the performance of such functions the Board has delegated certain functions to the Committees as further

detailed below.

Executive Committee

The Executive Committee comprises nine core employees who are collectively responsible for decision-

making on day-to-day issues whilst steering the Company forward to ensure the maintenance, growth,

evolution and prosperity of the business acting on behalf of and in line with the long-term vision for the

Company established by the Board. The Executive Committee is composed of the Chief Executive Officer

(who is also the link to the Board) of the Company, the Chief Finance Officer, the Chief Operations Officer,

the Chief Commercial Officer and senior representatives from the following segments within the Company:

finance, operations, cost control, human resources, marketing and brand management.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the

Code of principles for Good Corporate Governance - continued

Principle 4 – The Responsibilities of the Board – continued

The members of the Committee for the year under review are Mrs Greta Camilleri Avallone, Mrs Erika Pace

Bonello, Mrs Frances Fenech, Dr Emma Pullicino, Ms Tricia Vella, Ms Natasha Saliba, Ms Charmaine

Sciberras, Ms Mariebelle Muscat and Ms Christine Vella Bray. During the financial year ended 31 December

2025 the Executive Committee met 5 times (2024: 4 times).

Audit Committee

The Board has established an Audit Committee to assist it fulfilling its supervisory and monitoring

responsibilities, according to detailed terms of reference that reflect the requirements of the CMRs as well

as current good corporate governance best practices. The terms of reference of the Audit Committee

established by the Board set out its role and function, composition, the parameters of its remit, as well as

the basis for the processes that it is required to comply with.

The Audit Committee, which meets at least four times a year, is a sub-committee of the Board and is directly

responsible and accountable to the Board. During the year under review the Audit Committee met six times

(2024: 9 meetings were held). The primary purpose of the Audit Committee is to assist the Directors in

conducting their role effectively so that the Company’s decision-making capability and the accuracy of its

reporting and financial results are maintained at a high level at all times.

The members of the Audit Committee for the year under review are: Mr Kevin J. Rapinett (Chairperson of

the Audit Committee) and Mr Charles Farrugia who are independent non-executive Directors (each of whom

satisfies the independence criteria set out in the CMRs) and Mr Matthew Camilleri as non-executive

Director. In accordance with the CMRs, the members of the Audit Committee that are designated as

competent in auditing and/ or accounting are Mr Kevin J. Rapinett and Mr Charles Farrugia.

Principle 5 – Board Meetings

The Board believes that it fully complies with the requirements of Principle 5 and the relative Code

Provisions. In line with the nature and demands of the Company’s business the Board endeavours to meet

on a regular basis and at said meetings the Directors are given ample opportunity to discuss and give their

opinion on the various issues placed on the respective Board agendas.

The Chairman is responsible for the preparation of the Board agenda, which seeks to strike a balance

between long-term strategic and shorter-term performance issues, and for the general conduct of the Board

meetings. Minutes of the meetings are taken by the Company secretary (the “Company Secretary”) which

are subsequently circulated to the Board, as soon as practicable after the meeting, for their review prior to

approval at the following Board Meeting.

During the financial year ended 31 December 2025 the Board met eight times, attendance at these meetings

was as follows:

Board Member Meetings Attended

Mr Charles Farrugia 8

Mr Kevin J. Rapinett 8

Mr Matthew Camilleri 8

Mrs Greta Camilleri Avallone 8

Mr Paul Camilleri 8

Mr Thomas Agius Vadala’ 8

Mrs Erika Pace Bonello 8

Dr Emma Pullicino 8

Mrs Frances Fenech 8

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the

Code of principles for Good Corporate Governance

- continued

Principle 6 – Information and Professional Development

The Managing Director and the Board are closely involved in the recruitment and selection of any member

of senior management. The Board ensures that that all Directors are supplied with precise, timely and clear

information so that they can effectively contribute to the Board’s decisions.

The Board is also responsible to ensure that adequate training is provided to the Company’s Directors,

management and employees. The Board will organise and/or attend professional development sessions as

required to develop and update the Directors’ knowledge and capabilities.

The Directors have direct access to the advice and services of Ganado Services Limited (C10785), the

Company Secretary, who is responsible for advising the Board, through the Chairman, on all corporate

governance matters. Where and as necessary the Board is also advised by its legal advisors.

Principle 8A – Remuneration Committee/Policy

The Company’s Remuneration Policy was approved by the Board on 27 May 2022 and was put to a binding

shareholder vote at the 2022 Annual General Meeting of the Company. The policy determines the basis for

remuneration of all members of the Board. The principles of the Company’s Remuneration Policy for

Directors reflect a sound governance process, regulatory compliance as well as sustained and long-term

value creation for the Company’s shareholders. The Policy defines the principles and guidelines that apply

to both fixed and variable remuneration, including all bonuses and benefits, which can be awarded to

directors and, in the case of variable remuneration, indicates the relative proportion between fixed and

variable components. It is the Company’s overall intention that the implementation of this policy constitutes

an adequate measure to attract and retain suitable people, calculated to provide the Company with the

appropriate skills, technical knowledge experience and expertise both for the determination of policies and

strategies of the Company as well as the supervisory role of the Board.

Principles 9 & 10– Relations with Shareholders and with the Market, and Institutional Shareholders

The Company recognises the importance of maintaining effective communication with the market and its

stakeholders in order to ensure that all stakeholders can clearly understand the Company’s objectives.

Besides using the general meeting to communicate with its shareholders, the Company intends to issue

periodical company announcements for such purpose of communicating with the market, preparation and

presentation of the Annual Financial Report and Financial Statements as well as through publications on

the Company’s website (https://mz.com.mt/). The latter contains information on the Company and its

business as well as a dedicated “Investors’’ section.

The Chairman of the Board shall ensure that all Directors (including Mr. Kevin Rapinett as Chairman of the

Audit Committee) shall be present at the annual general meeting (“AGM”) to answer any questions which

may be posed thereat.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the

Code of principles for Good Corporate Governance - continued

Principle 11 – Conflicts of Interest

The Directors acknowledge that, irrespective of who appointed them to the Board, their primary

responsibility is always to act in the best interest of the Company and its stakeholders and that they are

never to allow their personal interests to take precedence over those of the Company and its stakeholders.

The M&As of the Company require any conflicted Director to declare such a conflict and subsequently:

prohibit said Director from being counted in the quorum for the meeting at which such matter is to be

discussed or participating in the discussion concerning a matter in respect of which he has declared a direct

or indirect interest; and requiring the Director to withdraw from or, if applicable, not attend the Board meeting

at which such matter is discussed. Furthermore, such a conflicted Director is prohibited from voting on any

matter in which he has an interest. Any conflict of interest is to be accurately recorded in the Board minutes.

A Director having a continuing material interest that conflicts with the interests of the Company should take

effective steps to eliminate the grounds of conflict.

The Directors are aware of their obligations when dealing in securities of the Company. The Directors have

declared their beneficial interests in the capital of the Company as at 31 December 2025: Mr Paul Camilleri;

Mr Matthew Camilleri; Mrs Greta Camilleri Avallone; Mr Thomas Agius Vadala’; Mrs Erika Pace Bonello, Dr

Emma Pullicino, Mrs Frances Fenech, Mr Charles Farrugia and Mr Kevin Rapinett.

Principle 12 – Corporate Social Responsibility

The Board ensures that the Company adheres to accepted principles of corporate social responsibility in all

practices of the Company. The Board believes that adherence to such principle benefits not only the

Company’s stakeholders (including its shareholders, employees and customers) but society at large. The

Company continuously works on adopting and using environmentally friendly technologies in the various

aspects and processes of its business, works ethically, considering human rights as well as the social,

economic and environmental impact of the business of the Company.

B. Non-Compliance with the Corporate Governance Code

Principle 7 – Evaluation of the Board’s Performance:

The Board does not consider it necessary to appoint a committee to carry out a performance evaluation of

its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant

scrutiny of the Board itself (two of which are independent non-executive Directors), the Company’s

shareholders, the market and all of the rules and regulations which the Company is subject to, as a

company, with its securities listed on a regulated market. In February 2025, the Board carried out an

evaluation of its own performance together with that of the Committees and the Chairman. The Board

delegated the carrying out of the evaluation exercise to the Company Secretary, who circulated to the Board

for its review and completion a comprehensive Board Effectiveness Questionnaire. The results of said

questionnaire were subsequently analysed by the Company Secretary and then discussed by the Board.

The review has not resulted in any material changes in the Company’s internal organisation or in its

governance structures.

Principle 8 – Committees, Partial Non-Compliance with Code Provisions 8.A.4.2, 8.A.4.7 and 8.A.5

The Board considers that the size and operations of the Company do not warrant the setting up of

remuneration and nomination committees. The Board believes that the size of the Company and the Board

itself does not warrant the setting up of a separate committee to establish the remuneration packages of

individual directors. The Company relies on the constant scrutiny of the Board itself, the Shareholders, the

market and the rules by which the Company is regulated as a listed company.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the

Code of principles for Good Corporate Governance - continued

The Company does not believe it is necessary to establish a nomination committee as appointments to the

Board are determined by the shareholders of the Company in accordance with nomination and appointment

process set out in the M&A. The Company considers that the members of the Board possess the level of

skill, knowledge and experience expected in terms of the Corporate Governance Code. The Board shall

retain these matters under review over the coming years.

Code Provisions 8.A.4.2, 8.A.4.7 and 8.A.5 – These Code Provisions refer to disclosures being required to

be made in relation to “senior executives” (being any person reporting directly to the Board). The Company’s

Remuneration Policy does not cover senior executives and consequently no disclosures in this regard were

included in the Remuneration Statement given that the senior executive functions are effectively carried out

by the respective Executive Directors.

Principle 9 – Relations with Shareholders and with the Market – Code Provisions 9.3 and 9.4

Code Provision 9.3 – The M&As do not provide for a mechanism which would trigger arbitration proceedings

in the event of non-resolution of conflicts between minority shareholders and controlling shareholders.

Should any such conflict arise this will be handled by the Board in its meetings with the assistance of the

Company Secretary to liaise with the relevant shareholder(s).

Code Provision 9.4 – The Company does not have in place a formal procedure by which a minority

shareholder can present an issue to the Board. The Company however shall endeavour to have in place

an open line of communication between the minority shareholders and the Company.

C. Internal Controls

Company Structure

The Board reviews and is ultimately responsible for the Company's system of internal controls and for

reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk to achieve

business objectives, and can provide only reasonable, and not absolute, assurance against normal

business risks or loss. The company operates through the Board and the Audit Committee, supported by

the Executive Committee. The Company has clear reporting lines and delegation of powers.

Control Environment

The Company is committed to the highest standards of business conduct and seeks to maintain these

standards across all its operations. Policies and procedures are in place for reporting and dealing with

improper activities. The Company has an appropriate organizational structure which enables it to plan,

execute, control and monitor business operations in order to reach the company’s objectives.

Risk Identification

The Board of Directors, with the assistance of the Executive Committee, is responsible for the identification

and assessment of key risks applicable to the business. The risks are assessed on an ongoing basis and

may be associated with a variety of internal and external sources.

Information and Communication

The Board engages in regular strategic reviews on long-term financial projections, as well as other potential

business opportunities. The Audit Committee meets on a regular basis and reviews the effectiveness of the

Company’s systems of internal financial controls. The Committee receives reports from management and

the external auditors. An annual budget is prepared and performance against this plan is actively monitored

and reported to the Board.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the

Code of principles for Good Corporate Governance - continued

D. General Meetings

As set out in Article 74 of the M&As, all shareholders of the Company included in the Register of Members

of the Company on the Record Date relative to the AGM are entitled to receive notice of, participate in and

vote at the general meeting, whether in person or by proxy. Each shareholder is entitled to appoint a person

to act as their proxy holder to attend and vote at an AGM.

Voting at the AGM may take place either by a show of hands or by a poll, where such is demanded. Subject

to any rights or restrictions attaching to any class or classes of Shares, on a show of hands each shareholder

is entitled to one vote and in a poll each shareholder is entitled to one vote per share (carrying voting rights)

held. Furthermore, each shareholder has the right to ask questions pertinent and related to agenda items

and has the right to have such questions answered by the Directors or such other person which may be

delegated this task.

Adequate notice of the AGM, of at least twenty-one (21) days, is to be provided to all shareholders in terms

of Article 69 of the M&A. The business of AGM includes the consideration of the Company’s Annual Report

and financial statements, the directors’ and auditors’ report for the previous financial year, the appointment

or election of Directors (if necessary), the appointment or re-appointment of auditors and the fixing of the

remuneration of Directors and Auditors. Any other business dealt with at the AGM is deemed to be “special

business”.

The Chairman arranges for all directors to attend the AGM, where shareholders are provided with a

presentation on the performance and operations of the Company over the past financial year, in light of

prevailing market and economic conditions, and in light of any disruptive events, and will also provide an

overview of the future outlook of the Company.

E. Other Disclosures in terms of the Capital Markets Rules

Matters relating to the share capital of the Company are contained in the section entitled “Additional

Information pursuant to Capital Markets Rule 5.64” in the Directors’ Report.

Amendments to the M&A - In terms of the Companies Act (Cap. 386 of the Laws of Malta) the Company

may by extraordinary resolution at a general meeting amend its M&A.

Powers of Directors – the Powers of Directors are set out in Articles 143 – 151 of the of the Company’s

Articles. For the purpose of this section, “Equity Securities” means shares, another class of shares, or any

other securities or instruments (including but not limited to warrants or options in relation to shares), that

can be converted or exchanged into, or which carry the right to subscribe for, shares or another class of

shares. In terms of article 5 of the Articles the Board is authorised to exercise the power of the Company to

issue and allot Equity Securities up to the amount of the authorised but unissued share capital of the

Company from time to time (in respect of each class), and that the Board of Directors may offer, allot, grant,

or otherwise dispose of such Equity Securities to such persons on such terms and in such manner as they

think fit. This authorisation is valid until the date of the Company’s AGM to be held in 2026 unless previously

renewed, varied or revoked by the Company in general meeting. Accordingly, in terms of Article 88 of the

Companies Act, and Article 4 of the Articles, the Board is authorised to withdraw or restrict all pre-emption

rights of the Shareholders and will remain so authorised for as long as the Board remains so authorised to

issue Equity Securities.

Signed on behalf of the Board of Directors on 29 April 2026 by Charles J. Farrugia (Chairman) and Greta

Camilleri Avallone (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted

in conjunction with the Annual Financial Report.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Remuneration Report

A. Introduction

This remuneration report (the “Report”) is being prepared in satisfaction of the requirements of Code

Provisions 8.A.3 and 8.A.4 of the Code of Principles of Good Corporate Governance (the “Code”) and the

requirements of Chapter 12 of the Capital Markets Rules (the “CMRs”). During the period under review the

Board of Directors of the Company (the “Board”) was responsible for performing the functions of the

Remuneration Committee.

The main function of the Remuneration Committee is to devise appropriate remuneration packages for the

Board taking into consideration Board members’ required competencies, skills, effort and the scope of the

Board’s role including the number of meetings and the preparation required by Directors to attend and

actively contribute during meetings. In establishing said packages consideration is also given to market

demands, the size of the Company and the complexity of its business as well as to the directors’

responsibilities.

B. Remuneration Policy

The Company’s Remuneration Policy (the “Policy”) was approved by the Board on 27 May 2022 and

subsequently approved by shareholders at the 2022 Annual General Meeting held on 24 June 2022, the

Policy became effective from the date of said annual general meeting for a maximum period of 4 years.

The Policy is available for viewing on the Company’s website:

https://mz.com.mt/app/uploads/2024/04/remuneration-policy-2022.pdf. Any material amendment to the

Policy shall be submitted to the Annual General Meeting for a shareholders vote before adoption thereof

and shall remain to be subject to confirmation every 4 years. The Policy shall be up for review and approval

at the forthcoming 2026 Annual General Meeting.

The Policy provides different criteria for the remuneration of NEDs and Executive Directors, based on the

management and operational structure of the Company, the Board’s view is that fixed remuneration is

appropriate for the Non-Executive Directors (“NEDs”), whilst the Executive Directors are to be provided a

combination of both fixed and annual performance-based remuneration. For the year under review all

Directors’ remuneration was in conformity with the Policy. Due to the difference in nature of the

remuneration of Executive Directors and NEDs the reporting on Directors’ remuneration shall also be split

accordingly in this Report.

C. Directors Emoluments

On a general basis, the aggregate emoluments of all directors are from time to time determined by the

Company in general meeting. In terms of the Director service contracts, Directors are appointed from one

annual general meeting to the next, unless appointed or elected for a longer or shorter period and subject

to a maximum term of three (3) years, renewable for further terms of up to three (3) years at the relevant

annual general meeting at which their term expires. The relevant notice period for the termination of the

Directors Service Contract is that of three (3) months and this may be given by either party in writing for

whatever reason.

None of the Directors are offered any share-based remuneration nor paid any benefits linked to the

termination of their office and they do not benefit from any pension or early retirement schemes by virtue

of their office. As disclosed in the Policy, Directors may also benefit from non-cash benefits, such as, but

not limited to, health insurance and other insurance schemes as well as Company discounts on products

and services of the Company as the Board may from time to time determine.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Remuneration Report - continued

In terms of the adopted Policy the total remuneration of the Directors is calculated on the basis of whether

a Director holds an executive or a non-executive position. The remuneration of NEDs is fixed on the basis

of their expected contribution to the Company and on the basis of their relevant experience, knowledge and

expertise, and additional remuneration is also provided to NEDs for their forming part of Board committees.

Also as set out in the Policy the remuneration of the Executive Directors comprises a fixed element and a

variable element for three of the Directors who are responsible for certain brands which the Company

represents. This variable element fluctuates in accordance with the monthly performance of the Company

and of the respective brands falling within the remit of said Executive Director. Such a performance-based

element of remuneration is not applicable to the two senior Executive Directors and the Director responsible

for human resources.

The Company has found that its current (and past) remuneration structure of linking variable remuneration

to the attainment of certain goals and results contributes well to the long-term performance of the company.

i. Non-Executive Directors

In terms of the Policy NEDs are not entitled to variable remuneration and each of the NEDs receive the

same fixed remuneration for their respective duties as directors, save for the following exceptions: the

Chairman of the Board receives a different fixed fee commensurate with the added responsibilities of the

role of the Chairman and NEDs who are also appointed as members of one of the Board committees shall

be entitled to receive additional compensation for the work performed on such committees. Compensation

due for performance of duties on a Board committee is of a fixed nature determined by the Board from time

to time within the limit of the aggregate emoluments approved by Shareholders in general meeting.

Fixed (€)

Variable (€)

Other* (€)

Aggregate

2025 (€)

Aggregate

2024 (€)

Charles J. Farrugia

17,320

N.A.

15,154

32,474

31,500

Kevin Rapinett

16,237

N.A.

9,742

25,979

25,200

Matthew Camilleri

16,237

N.A.

16,175

32,412

30,789

Thomas Agius Vadala**

16,237

N.A.

8,597

24,834

14,203

* remuneration for forming part of a Board committee.

ii. Executive Directors

The Executive Directors of the Company are the Managing Director (Greta Camilleri Avallone) and all other

Directors of the Company who are actively involved in the day-to-day management of the Company. The

role of the Executive Directors on the Board is considered as direct a consequence of their executive office

in the Company. Accordingly in order that remuneration reflect such executive positions within the Company

taking into account their competence, technical knowledge, experience and expertise in discharging their

executive functions within the Company, said Executive Directors are entitled to a combination of fixed and

variable remuneration.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Remuneration Report – continued

The Executive Directors receive a fixed fee as remuneration for their respective duties as directors in

addition to a fixed monthly salary as remuneration for their employment as company executives. As

indicated in C above the remuneration package of certain Executive Directors also includes a variable

component (as part of their monthly salary) in the form of a monthly performance bonus, which is linked to

the monthly performance of the Company and of the respective brands falling within the remit of the

respective Executive Director.

Fixed (€)

Variable

(€)

Other

(€)

Aggregate

2025 (€)

Aggregate

2024 (€)

Greta Camilleri Avallone

86,331

35,985

122,316

108,602

Paul Camilleri

108,327

107,262

Erika Pace Bonello

87,001

82,169

Emma Pullicino*

96,760

85,901

Frances Fenech

74,409

30,413

104,822

92,873

* following the change in status to a foreign director the emoluments indicated for Dr. Emma Pullicino are

gross of tax.

D. Other information on remuneration required by Appendix 12.1 of the CMRs

As required by bullet (c) of Appendix 12.1 of the CMRs, the below table presents the annual change of

remuneration, of the performance of the company, and of average remuneration on a full-time equivalent

basis of employees of the company other than directors over the last couple of financial years.

2025

2024

2023

2022

Directors Emoluments

3.44%

(1.61%)

(0.83%)

16.51%

Average Employee Remuneration

3.19%

2.34%

(0.97%)

7.73%

Performance of the Company –

EBITDA

26.47%

14.13%

13.27%

(4.38%)

E. Contents of the Remuneration Report

As required by the CMRs the contents of the Report have been duly checked by the Company’s external

auditors to ensure compliance with the requirements of Appendix 12.1 of Chapter 12 of the CMRs.

Approved by the Board of Directors on 29 April 2026.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement of financial position

As at 31 December

2025

2024

Notes

€

ASSETS

Non-current assets

Intangible assets

3.3

1,037,529

1,167,329

Property, plant and equipment

3.4

755,797

674,087

Right-of-use assets

3.5(b)

979,815

1,257,742

Deferred tax assets

5.5(c)

251,935

359,868

Equity instruments at fair value through

other comprehensive income

4.1.1

Total non-current assets

3,025,126

3,459,076

Current assets

Inventories

3.2

5,477,389

5,392,283

Trade and other receivables

4.1.2

8,408,953

7,490,185

Cash and cash equivalents

4.1.3

1,586,216

522,394

Total current assets

15,472,558

13,404,862

Total assets

18,497,684

16,863,938

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement of financial position – continued

As at 31 December

2025

2024

Notes

€

EQUITY AND LIABILITIES

Equity

Ordinary share capital

6.1

5,500,000

Capital redemption reserve

6.2

750,000

250,000

Treasury share reserve

6.2

(444,001)

(303,000)

Retained earnings

4,515,181

3,135,592

Total equity

10,321,180

8,582,592

LIABILITIES

Non-current liabilities

Lease liabilities

4.2.1

742,777

1,060,758

Borrowings

4.2.2

250,000

750,000

Total non-current liabilities

992,777

1,810,758

Current liabilities

Lease liabilities

4.2.1

317,979

307,067

Borrowings

4.2.2

4,376,680

3,207,554

Trade and other payables

4.2.1

1,876,516

2,638,981

Current tax liabilities

612,552

316,986

Total current liabilities

7,183,727

6,470,588

Total liabilities

8,176,504

8,281,346

Total equity and liabilities

18,497,684

16,863,938

The accompanying notes in pages 27 to 58 are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 29 April

2026. The financial statements were signed on behalf of the Board of Directors by Charles J. Farrugia

(Chairman) and Greta Camilleri Avallone (Director) as per the Directors' Declaration on ESEF Annual

Financial Report submitted in conjunction with the Annual Financial Report.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement of comprehensive income

Year ended 31 December

2025

2024

Notes

€

Revenue

2.1

31,621,147

29,917,084

Cost of sales

(23,750,863)

(23,471,008)

Gross profit

7,870,284

6,446,076

Administrative expenses

(2,997,201)

(3,002,803)

Other operating income

5.3

25,623

30,990

Operating profit

4,898,706

3,474,263

Finance costs

5.4

(261,280)

(288,449)

Profit before tax

4,637,426

3,185,814

Tax expense

5.5

(1,649,037)

(1,162,038)

Profit for the year – total comprehensive

income

2,988,389

2,023,776

Earnings per share for the year attributable

to ordinary shareholders

6.5

0.07

0.05

The accompanying notes in pages 27 to 58 are an integral part of these financial statements.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement of changes in equity

Ordinary

capital

Preference

share capital

Capital

redemption

reserve

Treasure

reserve

Retained

earnings

Total

Notes

€

Balance at 1 January 2024

5,500,000

1,500,000

2,650,889

9,650,889

Profit for the year -

total comprehensive income

2,023,776

Transactions with owners:

Share buy-back

6.2

(303,000)

Dividends

6.4

(1,289,073)

Reclassification of preference

shares to borrowings

6.1

(1,500,000)

Redemption of preference

6.2

250,000

(250,000)

Total transactions with owners

(1,500,000)

250,000

(303,000)

(1,539,073)

(3,092,073)

Balance at 31 December 2024

5,500,000

250,000

(303,000)

3,135,592

8,582,592

Balance at 1 January 2025

5,500,000

250,000

(303,000)

3,135,592

8,582,592

Profit for the year -

total comprehensive income

2,988,389

Transactions with owners:

Share buy-back

6.2

(141,001)

Dividends

6.4

(1,108,800)

Redemption of preference

6.2

500,000

(500,000)

Total transactions with owners

500,000

(141,001)

(1,608,800)

(1,249,801)

Balance at 31 December 2025

5,500,000

750,000

(444,001)

4,515,181

10,321,180

The accompanying notes in pages 27 to 58 are an integral part of these financial statements.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Statement of cash flows

Year ended 31 December

Notes

2025

2024

€

Cash flows from operating activities

Cash generated from operations

3,785,276

5,310,054

Interest paid

5.4

(189,518)

(216,179)

Income tax paid

(1,245,538)

(1,003,613)

Net cash generated from operating activities

2,350,220

4,090,262

Cash flows from investing activities

Purchases of property, plant and equipment

3.4

(352,644)

(269,516)

Proceeds from disposal of property, plant and

equipment

10,880

11,500

Dividends received

5.3

14,872

20,240

Net cash used in investing activities

(326,892)

(237,776)

Cash flows from financing activities

Principal and interest payments of lease liabilities

4.2.1

(358,135)

(357,439)

Movement in factoring facility

4.2.2

(1,125,944)

(435,131)

Dividends paid

6.4

(1,129,496)

(1,298,476)

Share buy-back

6.2

(141,001)

(303,000)

Redemption of preference shares

6.2

(500,000)

(250,000)

Net cash used in financing activities

(3,254,576)

(2,644,046)

Net movement in cash and cash equivalents

(1,231,248)

1,208,440

Cash and cash equivalents at beginning of year

(1,059,216)

(2,267,656)

Cash and cash equivalents at end of year

4.1.3

(2,290,464)

(1,059,216)

The accompanying notes in pages 27 to 58 are an integral part of these financial statements.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

Notes to the financial statements

1. General information

1.1 Information about the company

M&Z p.l.c. is a public limited liability company and is incorporated in Malta.

The immediate and ultimate parent company of M&Z p.l.c. is M&Z Group Limited, a company

registered in Malta, with its registered address at MMGH Complex, Industrial Estate, Marsa MRS

3000.

1.2 Basis of preparation

(a) Compliance with IFRS and with the Maltese Companies Act

The financial statements have been prepared in accordance with International Financial Reporting

Standards (IFRSs) as adopted by the EU and the requirements of the Maltese Companies Act (Cap.

386).

(b) Standards, interpretations and amendments to published standards effective in 2025

In 2025, the Company adopted new standards, amendments and interpretations to existing

standards that are mandatory for the Company’s accounting period beginning on 1 January 2025.

The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not have a

material effect on the Company’s recognition, measurement and presentation of items within these

financial statements. Disclosures have been impacted as described below.

The IASB amended IAS 1 ‘Presentation of Financial Statements’ to require entities to disclose their

material rather than their significant accounting policies. The amendments define what is ‘material

accounting policy information’ (being information that, when considered together with other

information included in an entity’s financial statements, can reasonably be expected to influence

decisions that the primary users of general purpose financial statements make on the basis of those

financial statements) and explain how to identify when accounting policy information is material.

They further clarify that immaterial accounting policy information does not need to be disclosed. If it

is disclosed, it should not obscure material accounting information.

To support this amendment, the IASB also amended IFRS Practice Statement 2 ‘Making Materiality

Judgements’ to provide guidance on how to apply the concept of materiality to accounting policy

disclosures.

Consequently, the Company is disclosing accounting policy information that is material.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

1. General information - continued

1.2 Basis of preparation – continued

Certain new standards, amendments and interpretations to existing standards have been published

by the date of authorisation for issue of these financial statements but are mandatory for the

Company’s accounting periods beginning after 1 January 2025. The Company has not early adopted

these revisions to the requirements of IFRSs as adopted by the EU and the directors are of the

opinion that there are no requirements that will have a possible significant impact on the Company’s

financial statements in the period of initial application.

IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (effective for annual periods

beginning on or after 1 January 2027)

IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026

and is set to replace IAS 1 Presentation of Financial Statements, introducing new requirements that

will help to achieve comparability of the financial performance of similar entities and provide more

relevant information and transparency to users. Even though IFRS 18 will not impact the recognition

or measurement of items in the financial statements, its impacts on presentation and disclosure are

expected to be pervasive, particularly those related to the statement of financial performance. IFRS

18 will also require the disclosure of management-defined performance measures within the financial

statements.

Management is currently assessing the implications of applying IFRS 18 on the Group and

Company’s financial statements. The new standard will be applicable from its mandatory effective

date of 1 January 2027, with retrospective application, meaning that comparative information will be

restated to reflect the new presentation and disclosure requirements introduced.

(d) Use of estimates and judgements

The preparation of financial statements in conformity with IFRSs as adopted by the EU requires the

use of certain accounting estimates. It also requires directors to exercise their judgement in the

process of applying the Company’s accounting policies.

Estimates and judgements are continually evaluated and based on historical experience and other

factors including expectations of future events that are believed to be reasonable under the

circumstances.

In the opinion of the directors, the other accounting estimates and judgements made in the course

of preparing these financial statements, except as disclosed in notes 4.1.2 and 4.1.5, are not difficult,

subjective or complex to a degree which would warrant their description as critical in terms of the

requirements of IAS 1.

(e) Cost convention and presentation currency

These financial statements have been prepared under the historical cost convention as modified by

the fair valuation of equity instruments at fair value through other comprehensive income and

derivative financial instruments that are measured at fair value through profit or loss. These financial

statements are presented in euro (“€”), which is also the Company’s functional currency and the

currency in which its share capital is denominated. All figures are rounded to the nearest €1.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

2. Revenue and segmental information

2.1 Revenue from contracts with customers

Revenue comprises all revenues from the Company’s ordinary business activities, being the

importation, marketing and distribution of fast-moving consumer goods in the food sector that include

ambient, chilled, frozen, fresh, ice-cream, baby and kids, home and personal care, wines and spirits,

tobacco, pet care and confectionery segments.

Management has determined that the Company does not have any material performance obligations

other than the promise to transfer control over these products to its customers. Revenue from the

sale of such products is recognised when the Company transfers control over those products to its

customers; management has determined that control is transferred at a single point in time, which is

when the Company has delivered products to the customer and there is no unfulfilled obligation that

could affect the customer’s acceptance of the products. Delivery does not occur until the risks of

obsolescence and loss have been transferred to the customer, and the customer has accepted the

products. Certain sales contracts include variable consideration in the form of customer rebates,

which are calculated as an agreed percentage of sales achieved over a defined period, generally the

financial year. Variable consideration arising from customer rebates is estimated at contract inception

and reassessed at each reporting date.

All the Company's revenue was derived from the sale of FMCG products together with the provision

of other ancillary services, in the local market.

2025

2024

€

Sale of goods

31,621,147

29,917,084

2.2 Expenses by nature

2025

2024

€

Purchases (including movement in inventory)

19,905,916

19,295,658

Selling and distribution expenses

718,173

701,349

Employee benefit expense (note 5.1)

4,902,761

4,888,299

Amortisation of intangible assets (note 3.3)

129,800

Depreciation on property, plant and equipment (note 3.4)

270,805

518,552

Depreciation on right-of-use assets (note 3.5)

277,927

277,926

Professional fees

119,939

136,286

Repairs and maintenance

157,821

177,915

Insurance and licenses

160,897

210,515

Utilities

100,990

96,100

Impairment gains on financial and contract assets

(237,560)

(50,754)

Other expenses

240,595

92,165

Total cost of sales and administrative expenses

26,748,064

26,473,811

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

2. Revenue and segmental information - continued

2.3 Segment reporting

The Company determines and presents operating segments based on the information that is

provided internally to the board of directors, which is the Company’s chief operating decision maker

in accordance with the requirements of IFRS 8 ‘Operating Segments’.

An operating segment is a component of the Company that engages in business activities from which

it may earn revenues and incur expenses, including revenues and expenses that relate to

transactions with any of the Company’s other components, and for which discrete financial

information is available. An operating segment’s operating results are reviewed regularly by the board

of directors to make decisions about resources to be allocated to the segment and to assess its

performance executing the function of the chief operating decision maker.

The directors assess the operations of the Company as one reporting segment on the basis that the

Company has one line of activity based in Malta. Accordingly, no segment disclosures are being

presented.

3. Inventory and non-current assets

3.1 Impairment of non-financial assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested

annually for impairment, or more frequently if events or changes in circumstances indicate that they

might be impaired. Other non-financial assets that are subject to amortisation are reviewed for

impairment whenever events or changes in circumstances indicate that the carrying amount may not

be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying

amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair

value less costs to sell and value in use. For the purposes of assessing impairment, assets are

grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating

units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible

reversal of the impairment at the end of each reporting period.

3.2 Inventories

Inventories are stated at the lower of cost and net realisable value, where cost is determined using

the first-in, first-out method.

2025

2024

€

Finished goods and goods for resale

5,477,389

5,392,283

Inventory write-downs during the year amounted to €138,418 (2024: €183,993).

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

3. Inventory and non-current assets - continued

3.3 Intangible assets

(a) Measurement of different classes of intangible assets

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of the identifiable

net assets acquired. Goodwill is tested annually for impairment and carried at cost less accumulated

impairment losses.

Brand representations

Brand representations are carried at cost less accumulated amortisation. They are amortised using

a straight-line method over their estimated useful life of 10 years.

Other

Other intangible assets are carried at cost less accumulated amortisation. Other intangible assets

are amortised using the straight-line method over their estimated useful life of 3 years.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

3. Inventory and non-current assets - continued

3.3 Intangible assets - continued

(b) Analysis of balances

Brand

representations

Goodwill

Others

Total

€

At 1 January 2024

Cost

1,298,000

258,727

700,000

2,256,727

Accumulated amortisation

(259,598)

(700,000)

(959,598)

Net book amount

1,038,402

258,727

1,297,129

Year ended 31 December 2024

Opening net book amount

1,038,402

258,727

1,297,129

Amortisation

(129,800)

Closing net book amount

908,602

258,727

1,167,329

At 31 December 2024

Cost

1,298,000

258,727

700,000

2,256,727

Accumulated amortisation

(389,398)

(700,000)

(1,089,398)

Net book amount

908,602

258,727

1,167,329

Year ended 31 December 2025

Opening net book amount

908,602

258,727

1,167,329

Amortisation

(129,800)

Closing net book amount

778,802

258,727

1,037,529

At 31 December 2025

Cost

1,298,000

258,727

700,000

2,256,727

Accumulated amortization

(519,198)

(700,000)

(1,219,198)

Net book amount

778,802

258,727

1,037,529

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

3. Inventory and non-current assets – continued

3.3 Intangible assets - continued

The goodwill relates to the Company’s acquisition of brand representations from third parties.

Management continued to conduct impairment assessment of the Company’s single cash generating

unit (CGU). Management has determined that the value of goodwill is not considered to be significant

when taking into consideration the Company’s profits and that no reasonably possible changes in

the Company’s earnings would cause the CGU’s carrying amount to exceed its recoverable amount.

3.4 Property, plant and equipment

(a) Measurement of different classes of property, plant and equipment

All property, plant and equipment is initially recorded at cost, and subsequently stated at historical

cost less depreciation and impairment losses.

Depreciation is calculated using the straight-line method to allocate their cost to their residual values

over their estimated useful lives, as follows:

IT software and equipment

Freezers and equipment

20 - 33

Fixtures and fittings

Office furniture

6 - 10

Motor vehicles

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

3. Inventory and non-current assets – continued

3.4 Property, plant and equipment - continued

(b) Analysis of balances

Fixtures,

IT software

and

equipment

fittings and

office

furniture

Freezers

and

equipment

Motor

vehicles

Total

€

At 1 January 2024

Cost

470,272

307,959

2,507,132

2,505,229

5,790,592

Accumulated depreciation

(387,337)

(139,356)

(2,251,456)

(2,088,570)

(4,866,719)

Net book amount

82,935

168,603

255,676

416,659

923,873

Year ended 31 December 2024

Opening net book amount

82,935

168,603

255,676

416,659

923,873

Additions

85,043

1,673

70,827

111,973

269,516

Disposals

(79,222)

(13,500)

(92,722)

Depreciation charge

(59,728)

(28,955)

(224,044)

(205,825)

(518,552)

Depreciation released on disposal

79,222

12,750

91,972

Closing net book amount

108,250 141,321 102,459 322,057

674,087

At 31 December 2024

Cost

555,315

309,632

2,498,737

2,603,702

5,967,386

Accumulated depreciation

(447,065)

(168,311)

(2,396,278)

(2,281,645)

(5,293,299)

Net book amount

108,250

141,321

102,459

322,057

674,087

Year ended 31 December 2025

Opening net book amount

108,250

141,321

102,459

322,057

674,087

Additions

40,099

14,379

74,710

223,456

352,644

Disposals

(34,487)

(44,536)

(1,650)

(80,673)

Depreciation charge

(54,232)

(30,034)

(63,967)

(122,572)

(270,805)

Depreciation released on disposal

34,487

44,407

1,650

80,544

Closing net book amount

94,117

125,666

113,073

422,941

755,797

At 31 December 2025

Cost

560,927

324,011

2,528,911

2,825,508

6,239,357

Accumulated depreciation

(466,810)

(198,345)

(2,415,838)

(2,402,567)

(5,483,560)

Net book amount

94,117

125,666

113,073

422,941

755,797

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

3. Inventory and non-current assets – continued

3.5 Lease arrangements

(a) The Company’s leasing activities

As a lessee, the Company recognises a right-of-use asset and a lease liability for all lease

arrangements other than as described below.

The Company leases three properties, an office space and warehouses. Rental contracts are

typically made for fixed periods of up to 12 years and between 5 to 8 years, respectively. Lease terms

are negotiated on an individual basis and contain a wide range of different terms and conditions.

Contracts may contain both lease and non-lease components. The Company allocates the

consideration in the contract to the lease and non-lease components based on their relative stand-

alone prices. However, for leases of real estate for which the Company is a lessee, it has elected not

to separate lease and non-lease components and instead accounts for these as a single lease

component. The lease agreements do not impose any covenants, and leased assets may not be

used as security for borrowing purposes.

The Company’s property lease arrangements include extension and termination options. These

terms are used to maximise operational flexibility in respect of managing contracts. The majority of

extension and termination options held are exercisable only by the Company and not by the

respective lessor. In determining the lease term, management considers all facts and circumstances

that create an economic incentive to exercise an extension option, or not exercise a termination

option. Extension options (or periods after termination options) are only included in the lease term if

the lease is reasonably certain to be extended (or not terminated). Lease payments to be made

under reasonably certain extension options are also included in the initial measurement of the lease

liability.

For leases of properties, management considers the following factors when carrying out this

assessment of the lease term:

•

If there are significant penalties to terminate (or not extend), the Company is typically

reasonably certain to extend (or not terminate);

•

If any leasehold improvements are expected to have a significant remaining value, the

Company is typically reasonably certain to extend (or not terminate);

•

Otherwise, the Company considers other factors including historical lease durations and the

costs and business disruption required to replace the leased asset.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company

becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only

revised if a significant event or a significant change in circumstances occurs, which affects this

assessment, and that is within the Company’s control.

As an exception to the general rule of recognition of lease arrangements, payments associated with

short-term leases of equipment and vehicles and all leases of low-value assets are recognised by

the Company on a straight-line basis as an expense in profit or loss. Short-term leases are leases

with a lease term of 12 months or less.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

3. Inventory and non-current assets – continued

3.5 Lease arrangements - continued

(b) Amounts recognised in the statement of financial position, statement of profit and loss and

statement of cash flows

The statement of financial position reflects the following balances relating to leases:

Right-of-use assets

Property

leases

Total

€

Year ended 31 December 2024

Opening net book amount

1,535,668

Depreciation charge

(277,926)

Closing net book amount

1,257,742

Year ended 31 December 2025

Opening net book amount

1,257,742

Depreciation charge

(277,927)

Closing net book amount

979,815

Lease liabilities

2025

2024

€

Non-current

742,777

1,060,758

Current

317,979

307,067

1,060,756

1,367,825

The incremental borrowing rate used for the discounting of the lease payments is 4% (2024: 4%).

The statement of profit or loss shows the following amounts relating to leases:

2025

2024

€

Depreciation charge on right-of-use assets

277,927

277,926

Interest expense (included in finance cost) (Note 5.4)

51,066

62,867

328,993

340,793

The total cash outflows for leases in 2025 was €358,135 (2024: €357,439). The contractual

undiscounted cash flows attributable to lease liabilities as at 31 December are analysed in Note 4.2.5.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities

The Company’s financial assets mainly comprise trade and other receivables and cash and cash

equivalents and its financial liabilities comprise lease liabilities, borrowings, and trade and other

payables.

The Company also uses derivative instruments to manage foreign exchange risk exposures related

to GBP. Derivatives are carried as financial assets when the fair value is positive and as financial

liabilities when the fair value is negative.

Financial assets and liabilities are offset and the net amount reported in the statement of financial

position when there is a legally enforceable right to set off the recognised amounts and there is an

intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

4.1 Financial assets

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a

financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly

attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at

FVPL are expensed in profit or loss.

Debt instruments

Subsequent measurement of debt instruments (comprising trade and other receivables and cash and

cash equivalents) depends on the Company’s business model for managing the asset and the cash

flow characteristics of the asset. The Company classifies all its debt instruments at amortised cost

as they are held for collection of contractual cash flows and those cash flows represent solely

payments of principal and interest.

Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other

gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as

separate line item in the statement of profit or loss.

Equity instruments

The Company has elected to subsequently measure its equity investment at fair value through other

comprehensive income (OCI).

4.1.1 Equity instruments at fair value through other comprehensive income

2025

2024

€

Year ended 31 December

Opening and closing cost and net book amount

Equity instruments at FVOCI relate to an investment in Greenpak shares which are not listed and the

directors consider this investment to be insignificant and that additional disclosures are not deemed

necessary.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities - continued

4.1 Financial assets - continued

4.1.2 Trade and other receivables

Trade receivables comprise amounts due from customers for merchandise sold or services

performed in the ordinary course of business. The Company presents these assets as current as

collection is expected in one year or less.

Trade and other receivables are recognised initially at fair value and subsequently measured at

amortised cost using the effective interest method, less provision for impairment, i.e. expected credit

loss allowances. The carrying amount of the asset is reduced through the use of an allowance

account, and the amount of the loss is recognised in profit or loss. When a receivable is uncollectible,

it is written off against the allowance account for trade and other receivables. Subsequent recoveries

of amounts previously written off are credited against profit or loss. Impairment of financial assets is

described in Note 4.1.5.

2025

2024

€

Current

Trade receivables – gross

8,183,140

7,494,253

Less: loss allowance

(799,368)

(801,808)

Trade receivables – net

7,383,772

6,692,445

Other receivables

532,167

434,427

Indirect taxation

77,951

28,897

Advance payments to suppliers

214,294

115,959

Prepayments and contract assets

200,769

218,457

Total trade and other receivables

8,408,953

7,490,185

The Company derecognises financial assets when the rights to receive cash flows from the financial

assets have expired or have been transferred and the Company has also transferred substantially

all the risks and rewards of ownership.

The carrying amounts of trade receivables for the year ended 31 December 2024 include receivables

which were subject to a factoring arrangement, under which M&Z p.l.c had transferred the relevant

receivables to the factor in exchange for cash. However, as the Company had retained the late

payment and credit risk, it therefore continued to recognise the transferred assets in their entirety in

its statement of financial position; the amount repayable under the factoring agreement was

presented as borrowings (Note 4.2.2). As the Company continued to recognise these receivables,

management determined that the hold to collect business model remained appropriate for these

assets and hence continued measuring them at amortised cost. The Company presented the cash

inflows received from the bank as financing cash inflows and the subsequent payments by the

debtors as operating cashflows.

Other receivables include marketing contributions receivable, advances and loans to employees and

third parties amounting to €532,167 (2024: €434,427). Other receivables are net of provisions for

impairment amounting to €118,853 (2024: €369,046).

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities – continued

4.1 Financial assets - continued

4.1.2 Trade and other receivables - continued

The net carrying amount of trade receivables is considered a reasonable approximation of fair value.

In determining the recoverability of trade receivables the Company considers any change in the credit

quality of each trade receivable from the date credit was initially granted up to the reporting date.

The Company’s exposure to credit and currency risks relating to trade and other receivables is

disclosed in Notes 4.1.5 and 4.4.2(a).

4.1.3 Cash and cash equivalents

Cash and cash equivalents are carried in the statement of financial position at face value. In the

statement of cash flows, cash and cash equivalents include cash in hand and deposits held at call

with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in

the statement of financial position.

For the purposes of the statement of cash flows, cash and cash equivalents comprise the following:

2025

2024

€

Cash at bank and in hand

1,586,216

522,394

Bank overdraft (Note 4.2.2)

(3,876,680)

(1,581,610)

(2,290,464)

(1,059,216)

4.1.4 Derivative financial assets

Information about derivative financial assets is disclosed in note 4.4.2(a).

4.1.5 Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as

well as credit exposures to outstanding receivables. The maximum exposure to credit risk at the

reporting date was:

2025

2024

€

Trade and other receivables (note 4.1.2)

8,208,184

7,271,728

Cash and cash equivalents (note 4.1.3)

1,586,216

522,394

9,794,400

7,794,122

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities - continued

4.1 Financial assets - continued

4.1.5 Credit risk - continued

Recognition and measurement of loss allowances

The Company assesses on a forward-looking basis the expected credit losses (ECLs) associated

with the above assets. The impairment methodology applied depends on whether there has been a

significant increase in credit risk.

The Company applies IFRS 9’s simplified approach to measuring expected credit losses for all trade

receivables. Under this approach, the Company recognises an allowance for lifetime ECLs. It applies

IFRS 9’s general approach to measuring expected credit losses for other financial assets, resulting

in a loss allowance for the 12-month ECLs unless the credit risk on a financial asset has increased

significantly since initial recognition; in this case, the Company recognises a loss allowance that

represents the lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial

recognition and when estimating ECLs, the Company considers reasonable and supportable

information that is relevant and available without undue cost or effort. The Company assumes that

the credit risk on a financial asset has increased significantly if it is more than 90 days past due, and

it considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations

to the Company in full, without recourse by the Company to actions such as realising security (if any

is held); or the financial asset is more than 180 days past due.

Trade and other receivables

The credit quality of customers is assessed, taking into account financial position, past experience

and other factors.

The Company assesses the credit quality of its trade customers, the majority of which are unrated,

taking into account financial position, past experience and other factors. The Company’s exposure

to credit risk is influenced mainly by the individual characteristics of each customer. It has policies in

place to ensure that sales of services are affected to customers with an appropriate credit history.

Standard credit terms are in place for individual clients, however, wherever possible, new customers

are analysed individually for creditworthiness before the Company’s standard payment and service

delivery terms and conditions are offered. The creditworthiness analysis for new customers includes

a review through external creditworthiness databases when available. The Company monitors the

performance of its trade and other receivables on a regular basis to identify incurred collection losses,

which are inherent in the Company’s debtors, taking into account historical experience in collection

of accounts receivable.

The Company manages credit limits and exposures actively in a practicable manner such that past

due amounts receivable from customers are within controlled parameters.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities - continued

4.1 Financial assets - continued

4.1.5 Credit risk - continued

Impairment of trade receivables

To measure the expected credit losses, trade receivables have been grouped based on shared credit

risk characteristics and the days past due.

The expected loss rates are based on the payment profiles of sales over a period of time before the

reporting date and the corresponding historical credit losses experienced within this period. The

historical loss rates are adjusted to reflect current and forward-looking information on

macroeconomic factors affecting the ability of the customers to settle the receivables. Based on

management’s assessment of current economic conditions an uplift of up to 10% has been applied

to the historical credit losses of certain debtor portfolios. On that basis, the loss allowance was

determined to be as follows:

Current

and up to

30 days

past due

31 to 60

days

past due

61 to 90

days past

due

91 to 180

days past

due

+ 180

days past

due

Total

€

As at 31 December 2025

Expected loss rate

(weighted average)

10%

20%

44%

100%

Gross carrying amount

7,217,109

471,111

213,671

192,931

88,318

8,183,140

Loss allowance – provision

(537,799)

(45,892)

(41,721)

(85,637)

(88,318)

(799,368)

As at 31 December 2024

Expected loss rate

(weighted average)

24%

100%

Gross carrying amount

6,022,669

499,550

332,202

470,110

169,722

7,494,253

Loss allowance – provision

(468,442)

(23,277)

(29,198)

(111,169)

(169,722)

(801,808)

Impairment of other receivables

The Company applies the general model to measuring expected credit losses for all other

receivables. To measure the expected credit losses, loans and other receivables have been grouped

based on shared credit risk characteristics and the days past due. The Company assesses the credit

quality of these loans considering financial position, repayment patterns, past experience and other

factors including history of default from the credit terms issued.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities - continued

4.1 Financial assets - continued

4.1.5 Credit risk - continued

On that basis, the loss allowance for the Company as at 31 December was determined by applying:

• An expected loss rate averaging 3% (2024: 3%) on all other receivables classified under

stage 1 (other receivables where management has no concern of recoverability) resulting in

a loss allowance of €21,695 (2024: €17,068).

• An expected loss rate averaging 50% (2024: 50%) on all other receivables classified under

stage 2 (other receivables where management has some concern of recoverability) resulting

in a loss allowance of €8,607 (2024: €7,400).

• An expected loss rate of 100% (2024: 100%) on all outstanding other receivables classified

under stage 3 (other receivables where management has serious concerns about

recoverability) resulting in a loss allowance of €88,551 (2024: €344,578).

Credit loss allowances include specific provisions against credit impaired individual exposures with

the amount of the provisions being equivalent to the balances attributable to credit impaired

receivables. The closing loss allowances for trade receivables and contract assets as at 31

December reconcile to the opening loss allowances as follows:

2025

2024

€

Trade receivables

Balance at 1 January

801,808

839,748

Decrease in loss allowance recognised in profit or loss

during the year

(2,440)

(37,940)

Balance at 31 December

799,368

801,808

Other receivables

Balance at 1 January

369,046

398,222

Decrease in loss allowance recognised in profit or loss

during the year

(250,193)

(29,176)

Balance at 31 December

118,853

369,046

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that

there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to

engage in a repayment plan with the Company.

Impairment losses on trade receivables are presented as net impairment losses on financial and

contract assets within administrative expenses. Subsequent recoveries of amounts previously written

off are credited against the same line item.

Cash and cash equivalents

The credit risk for cash and cash equivalents is considered negligible since the counterparties are

reputable banks with high quality external credit ratings. While cash and cash equivalents are also

subject to the impairment requirements of IFRS 9, the identified impairment loss was insignificant.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities - continued

4.2 Financial liabilities

All financial liabilities other than derivatives are subsequently measured at amortised cost.

4.2.1 Lease liabilities

Information about lease liabilities is disclosed in note 3.5.

4.2.2 Borrowings

2025

2024

€

Non-current

Preference shares

250,000

750,000

Current

Bank overdraft

3,876,680

1,581,610

Factoring facility (Note 4.1.2)

1,125,944

Preference shares

500,000

4,376,680

3,207,554

The Company’s bank overdraft and factoring facility are subject to floating rates of interest.

The Company’s preference shares are subject to a fixed rate of interest of 3%. More information on

preference shares is included in note 6.1.

The Company’s banking facilities as at 31 December amounted to €6,000,000 (2024: €8,750,000)

and were secured by a general hypothec over all assets of the company.

The weighted average effective interest rates at the year end was 4% (2024: 5%).

In accordance with the Company’s factoring facility agreement, the Company had retained the late

payment and credit risk during 31 December 2024 (Note 4.1.2) and therefore continued to recognise

the transferred assets in their entirety in its statement of financial position. The amount repayable

under the factoring agreement was presented as borrowings.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities – continued

4.2 Financial liabilities – continued

4.2.3 Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary

course of business from suppliers. The Company presents these liabilities as current liabilities as

payment is due within one year or less.

2025

2024

€

Current

Trade payables

963,548

1,358,013

Indirect taxation

119,034

125,888

Dividends payable

164

Accruals

793,770

1,155,080

Total trade and other payables

1,876,516

2,638,981

Amounts due to related parties are unsecured, interest free and repayable on demand.

4.2.4 Derivative financial liabilities

Information about derivative financial assets is disclosed in note 4.4.2(a).

4.2.5 Liquidity risk

The Company is exposed to liquidity risk in relation to meeting future obligations associated with its

financial liabilities, which comprise lease liabilities, borrowings and trade and other payables (Notes

4.2.1, 4.2.2 and 4.2.3). Prudent liquidity risk management includes maintaining sufficient cash and

committed credit lines to ensure the availability of an adequate amount of funding to meet the

Company’s obligations.

Management monitors liquidity risk by reviewing expected cash flows, and ensures that no additional

financing facilities are expected to be required over the coming year.

The following table analyses the Company’s financial liabilities into relevant maturity groupings based

on the remaining period at the statement of financial position to the contractual maturity date.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within

twelve months equal their carrying balances, as the impact of discounting is not significant.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities – continued

4.2 Financial liabilities – continued

4.2.5 Liquidity risk – continued

Carrying

amount

Contractual

cash flows

Within one

year

Two to five

years

Over five

years

€

At 31 December 2025

Lease liabilities

1,060,756

1,151,500

359,920

791,580

Borrowings

4,626,680

4,842,901

4,573,278

269,623

Trade and other

payables

1,876,516

7,563,952

7,870,917

6,809,714

1,061,203

Carrying

amount

Contractual

cash flows

Within one

year

Two to five

years

Over five

years

€

At 31 December 2024

Lease liabilities

1,367,825

1,509,638

358,133

1,039,228

112,277

Borrowings

3,957,554

4,147,180

3,377,557

769,623

Trade and other

payables

2,638,981

7,964,360

8,295,799

6,374,671

1,808,851

112,277

4.3 Fair values of financial instruments

The fair value of financial instruments that are not traded in an active market is determined by using

valuation techniques. The Company uses a variety of methods and makes assumptions that are

based on market conditions existing at the end of each reporting period.

Financial instruments are carried at fair value, by valuation method. The different levels have been

defined as follows:

•

Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

•

Inputs other than quoted prices included within level 1 that are observable for the asset or

liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

•

Inputs for the asset or liability that are not based on observable market data (that is,

unobservable inputs) (level 3).

The Company’s financial asset classified as FVOCI is included in level 3.

At 31 December 2025 and 2024 the carrying amounts of cash at bank, trade receivables (net of

provision), payables, accrued expenses and borrowings reflected in the financial statements are

reasonable estimates of fair values in view of the nature of these instruments or the relatively short

period of time between the origination of the instruments and the expected realisation.

As at 31 December 2025, the Company did not have any other financial instruments categorised in

level 2 of the hierarchy. Information about the fair values of derivative financial instruments is

disclosed in note 4.4.2(a).

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities - continued

4.4 Financial risk management

4.4.1 Risk management framework

The Company’s activities potentially expose it to a variety of financial risks: market risk (including

foreign exchange risk, cash flow and fair value interest rate risk), credit risk (note 4.1.5) and liquidity

risk (note 4.2.5). The company’s overall risk management focuses on the unpredictability of financial

markets and seeks to minimise potential adverse effects on the Company’s financial performance.

The Board provides principles for overall risk management, as well as policies covering specific

areas, such as foreign exchange risk, interest rate risk, credit risk, and investment of excess liquidity.

4.4.2 Market risk

(a) Foreign exchange risk

Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions or valuation where items are re-measured. Foreign

exchange gains and losses resulting from the settlement of such transactions and from the translation

at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are

recognised in profit or loss within ‘administrative expenses’.

Consequently, foreign exchange risk arises from future commercial transactions and recognised

assets and liabilities which are denominated in currencies other than the euro.

Monetary financial assets and liabilities denominated in GBP and USD amounted to:

2025

2024

€

USD

Trade and other receivables

15,166

21,254

Bank balances

74,802

(25,065)

GBP

Trade and other receivables

430,018

208,176

Trade payables

(180,053)

(633,252)

Bank balances

113,076

111,904

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities - continued

4.4 Financial risk management - continued

4.4.2 Market risk - continued

(b) Hedging activities and derivatives

During the financial year ended 31 December 2025, GBP purchases amounted to approximately

27% (2024: 32%) of the total purchases of the Company. As a result, any fluctuations in the GBP

rate may have a significant effect on the Company’s results. In order to manage the exchange rate

risk subsequent to 2025 management was led to the decision to enter into forward contracts with

respect to the foreign exchange rate for GBP which will directly impact the Company’s future

purchase cost.

These contracts are expected to reduce the volatility attributable to exchange rates for GBP. Hedging

the exchange rate volatility of forecast GBP rates is in accordance with the risk management strategy

outlined by the directors. The Company’s derivative instruments are governed by contracts with the

Company’s bank.

These derivatives are initially measured at fair value on the date a derivative contract is entered into,

and they are subsequently remeasured to their fair value at the end of each reporting date. The

Company did not apply hedge accounting and as a result, these derivatives are classified as financial

assets or liabilities at fair value through profit or loss. Changes in the fair value of the derivatives are

recognised in profit or loss.

The fair value of the derivative instruments is derived from exchange rates and readily observable

information and falls into the Level 2 hierarchy of IFRS 13.

As at 31 December 2025, the Company entered into forward contracts to buy GBP which will be

settled in 2026 amounting to €4,062,491 (2024: €2,063,688). The Company also entered into forward

contracts to sell GBP which will be settled in 2025 amounting to €NIL (2024: €2,108,966), further

enhancing its foreign exchange risk strategy. As at the reporting date, the Company made a loss of

approximately €5,810 (2024: gain of €45,278) on the fair value on these contracts. In accordance

with the Company’s accounting policy, the fair value gain on derivative financial instruments is

recognised in profit or loss. The directors believed that the fair value of the derivative financial

instruments was insignificant at the reporting date and additional disclosures on the Company’s

hedging activities and derivatives were not deemed necessary.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

4. Financial assets and liabilities - continued

4.4 Financial risk management - continued

4.4.2 Market risk - continued

(b) Hedging activities and derivatives - continued

With the exception of what has been disclosed above in relation to exposures to GBP and USD,

management does not normally consider foreign exchange risk attributable to recognised liabilities

arising from purchase transactions to be significant since balances are settled within very short

periods in accordance with the negotiated credit terms. In addition, the Company manages the risk

arising on its largest exposure, the GBP, by entering into forward contracts as disclosed above.

Accordingly, a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity

would have been affected by changes in foreign exchange rates that were reasonably possible at

the end of the reporting period is not deemed necessary.

The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels

of the market interest rates on its financing position and cash flows. As at the reporting date, the

Company did not have fixed rate interest-bearing assets. Accordingly, its revenue and operating cash

flows are substantially independent of changes in market interest rates.

The Company's bank balances and borrowings are subject to an interest rate that varies according

to revision made to the Bank's Base Rate. Bank borrowings issued at variable rates, expose the

group to cash flow interest rate risk. Management monitors the level of floating rate borrowings as a

measure of cash flow risk taken on.

At the reporting date, a reasonably possible change of 200 basis points in interest rates would not

increase/(decrease) equity and profit or loss materially.

Based on the above, the board considers the potential impact on profit or loss of a defined interest

rate shift that is reasonably possible at the reporting date to be immaterial.

5. Other income and expense items, assets, and liabilities

5.1 Employee benefit expense

2025

2024

€

Wages and salaries

4,666,486

4,647,948

Social security costs

236,275

240,351

4,902,761

4,888,299

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

5. Other income and expense items, assets, and liabilities - continued

5.1 Employee benefit expense - continued

Employee benefit expenses has been classified as follows in the statement of comprehensive

income:

2025

2024

€

Cost of sales

2,835,206

2,929,124

Administrative expenses

2,067,555

1,959,175

4,902,761

4,888,299

The average number of persons employed by the Company during the financial reporting period was:

2025

2024

Direct

103

109

Administration

147

153

5.2 Directors’ emoluments

2025

2024

€

Salaries and other emoluments

634,925

613,800

5.3 Other operating income

2025

2024

€

Gain on disposal of property, plant and equipment

10,751

10,750

Dividends received

14,872

20,240

25,623

30,990

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

5. Other income and expense items, assets, and liabilities - continued

5.4 Finance costs

2025

2024

€

Interest on lease liabilities

51,066

62,867

Bank interest and charges

189,518

216,179

Interest on preference shares (reclassified to borrowings)

20,696

9,403

261,280

288,449

5.5 Income tax

(a) Amounts recognised in profit or loss

2025

2024

€

Current tax expense

1,541,544

1,146,644

Over provision of current tax in prior year

(440)

(150,713)

Deferred tax charge (note 5.5(c))

107,933

166,107

1,649,037

1,162,038

(b) Reconciliation of income tax

The tax on the Company’s results before tax differs from the theoretical amount that would arise

using the basic tax rate as follows:

2025

2024

€

Profit before tax

4,637,426

3,185,814

Tax on profit at 35%

1,623,099

1,115,035

Tax effect of:

Disallowed expenses for tax purpose

9,202

(14,624)

Unrecognised deferred tax in prior year

18,062

211,885

Over provision of current tax in prior year

(440)

(150,713)

Other differences

(886)

455

Tax expense

1,649,037

1,162,038

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

5. Other income and expense items, assets, and liabilities - continued

5.5 Income tax - continued

Deferred income taxes are calculated on temporary differences under the liability method and are

measured at the tax rates that are expected to apply to the period when the asset is realised or the

liability is settled based on tax rates (and tax laws) that have been enacted by the end of the reporting

period. The principal tax rate used is 35% (2024: 35%).

The movement on the deferred tax account is as follows:

2025

2024

€

At beginning of year

359,868

525,975

Recognised directly in profit or loss

Deferred tax charge

(107,933)

(166,107)

At end of year

251,935

359,868

The balance of deferred tax assets at 31 December represents:

2025

2024

€

Temporary differences arising on property, plant and

equipment

174,810

229,552

Temporary differences on intellectual property

(272,581)

(318,011)

Temporary differences arising on provisions for impairment of

trade receivables

321,377

409,799

Temporary differences on leases

28,329

38,528

251,935

359,868

The movement in recognised deferred tax balances on each of the above temporary differences has

been recognised in profit or loss (note 5.5(a)).

The deferred tax assets and liabilities have been offset in the statement of financial position as they

relate to income taxes levied by the same taxation authority and there is an intention to settle the

balances on a net basis.

The recognised deferred tax assets are expected to be recovered principally after more than twelve

months.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

5. Other income and expense items, assets, and liabilities - continued

5.6 Other items of expense

(a) Items included in profit or loss

2025

2024

€

Costs of inventories recognised as an expense, and included

within cost of sales

19,905,916

19,295,658

Net foreign exchange differences

(19,501)

(170,536)

(b) Auditor’s fees

Fees charged by the auditor and/or its connected undertakings for services rendered during the

financial years ended 31 December 2025 and 2024 relate to the following:

2025

2024

€

Annual statutory audit

38,587

36,750

Other assurance services

1,653

1,575

Other non-audit services

13,557

3,680

53,797

42,005

During the current year fees amounting to €13,557 (2024: €3,680) have been charged by connected

undertakings of the Company’s auditor to the Company, for tax advisory and compliance services

and for advisory services related to a business acquisition.

6. Equity

6.1 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new

ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

The Company classified instruments issued as financial liabilities or equity instruments in accordance

with the substance of the contractual terms of the instruments.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

6. Equity - continued

6.1 Share capital - continued

On 28 August 2024, the Company initiated the redemption of 1,500,000 Preference Shares over a

three-year period. The redemption is being executed on a quarterly basis, with 125,000 Preference

Shares being redeemed pro rata to each shareholder’s relative shareholding. As at 31 December

2025, €750,000 preference shares have been redeemed with €250,000 redeemed in Quarter 3 and

Quarter 4 of 2024 and €500,000 redeemed in 2025. As of this date, the Preference Shares have

been reclassified from Equity to Borrowings, in line with applicable financial reporting standards. As

a result, the Preference Shares are now presented as borrowings in the Statement of Financial

Position and the related dividends on these shares are now recognised as an interest expense in the

Statement of Profit and Loss.

Until 28 August 2024, the Company’s other equity instruments were redeemable by holders through

decisions of the board of directors, and bore entitlement to coupons at the sole discretion of the board

of directors. Accordingly, they were presented within equity. Distributions thereon were recognised

in equity. Based on the Company’s assessment of the terms of the instruments, the coupon payments

met the definition of dividends. Therefore, the related tax impacts were recognised in profit or loss in

accordance with IAS 12, unless the transactions or events that generated those distributable profits

were recognised outside profit or loss.

2025

2024

€

Authorised

360,000,000 ordinary shares of €0.125 each

45,000,000

5,000,000 3% cumulative redeemable

preference shares of €1 each

5,000,000

50,000,000

Issued and fully paid up

44,000,000 ordinary shares of €0.125 each

5,500,000

6.2 Reserves

The following Reserves were created in accordance with the Companies Act (Chapter 386 of the

Laws of Malta), following the capital transactions listed below:

i. Share buy-back - During 2024, the Company repurchased 500,000 shares of its issued

share capital at €0.60 per share. Consequently, in 2025, the Company further repurchased

250,000 shares of its issued share capital at an average price of €0.56 per share. As required

by Maltese law, an amount equivalent to the nominal value of the shares repurchased,

inclusive of any transaction costs incurred, has been accounted for in a treasury share

reserve.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

6. Equity – continued

6.2 Reserves - continued

ii. Preference share redemption – During 2024 and 2025, the Company completed the

redemption of 250,000 and 500,000 preference shares of €1 each respectively. In

accordance with the relevant legal provisions, an amount equal to the nominal value of the

redeemed preference shares has been transferred to the capital redemption reserve.

The reserves are classified as a non-distributable reserves and serve to maintain the Company’s

capital structure following the reduction in share capital. The reserves may be utilised only in

accordance with applicable legal provisions.

6.3 Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue

as a going concern in order to provide returns for shareholders and benefits for other stakeholders,

and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or

adjust the capital structure, the Company may issue new shares or adjust the amount of dividends

paid to shareholders.

The Company monitors the level of capital on the basis of the ratio of aggregated net debt to total

capital. Net debt is calculated as total borrowings including lease liabilities less cash and cash

equivalents. Total capital is calculated as equity, as shown in the statement of financial position, plus

net debt. The aggregated figures in respect of the Company’s equity and borrowings are reflected

below:

2025

2024

€

Total borrowings and lease liabilities (notes 4.2.2 and 4.2.1)

5,687,436

5,325,379

Less: Cash at bank and in hand (note 4.1.3)

(1,586,216)

(522,394)

Net borrowings and lease liabilities

4,101,220

4,802,985

Total equity

10,321,180

8,582,592

Total capital

14,422,400

13,385,577

Gearing

28.4%

36.0%

The Company manages the relationship between equity injections and borrowings, being the

constituent elements of capital as reflected above from period to period, with a view to managing the

cost of capital. The level of capital of the Company, as reflected in the statement of financial position,

is maintained by reference to its respective financial obligations and commitments arising from

operational requirements. In view of the nature of the Company’s activities and the extent of

borrowings or debt, the capital level at the end of the reporting period is deemed adequate by

management.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

6. Equity - continued

6.4 Dividends

Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s

financial statements in the period in which the dividends are approved by the Company’s

shareholders.

2025

2024

€

Gross dividends paid or declared on ordinary shares

1,705,846

1,953,598

Tax at source

(597,046)

(683,759)

Net dividend

1,108,800

1,269,839

Dividends per ordinary share

0.20

0.23

2025

2024

€

Gross dividends paid or declared on preference shares

31,840

44,056

Tax at source

(11,144)

(15,419)

Net dividend

20,696

28,637

Results for the year are stated in the Statement of Comprehensive Income. The Directors are

recommending the payment of a final net dividend of €712,800 equivalent to €0.0162 per share. This

is over and above the interim net dividend of €396,000 equivalent to €0.009 per share paid to

shareholders in September 2025. The total dividend amount paid for the year will amount to

€1,108,800 or €0.0252 per share which represents a net dividend yield of 3.5% on the issue price of

€0.72 or 4.2% on the market price of €0.60 as at the reporting date.

In 2025, a gross dividend of €31,840 was paid on preference shares which was recognised as an

expense.

6.5 Earnings per share

(a) Basic earnings per share

Basic earnings per share is calculated by dividing profit attributable to equity holders of the Company

by the weighted average number of ordinary shares in issue during the period.

(b) Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares

outstanding to assume exercise of all dilutive potential ordinary shares.

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

6. Equity - continued

6.5 Earnings per share - continued

Earnings per share is based on the profit for the financial year attributable to the shareholders of

M&Z p.l.c. divided by the weighted average number of ordinary shares in issue during the year and

ranking for dividend.

2025

2024

Profit for the year (€)

2,988,389

2,023,776

Less dividends on preference shares (€)

(20,696)

(28,637)

Profit attributable to ordinary equity holders of the Company (€)

2,967,693

1,995,139

Weighted average number of ordinary shares in issue

43,785,616

43,923,288

Basic and diluted earnings per share for the year

attributable to shareholders

€0.07

€0.05

The Company does not have any dilutive contracts on own shares in issue. In 2025, the Company

repurchased 250,000 (2024: 500,000) shares of its issued share capital at an average price of €0.56

(2024: €0.60) per share.

7. Cash flow information

(a) Reconciliation of operating profit to cash generated from operations:

2025

2024

€

Operating profit

4,898,706

3,474,263

Adjustments for:

Movement in impairment of financial and contract assets

(237,560)

(50,754)

Depreciation of property, plant and equipment (note 3.4)

270,805

518,552

Depreciation on right-of-use assets (note 3.5)

277,927

277,926

Amortisation of intangible assets (note 3.3)

129,800

Gain on disposal of property, plant and equipment

(10,751)

(10,750)

Bad debts recovered

15,074

16,361

Dividends received

(14,872)

(20,240)

Changes in working capital:

Inventories

(85,106)

23,682

Trade and other receivables

(787,809)

1,479,441

Trade and other payables

(670,938)

(528,227)

Cash generated from operations

3,785,276

5,310,054

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

7. Cash flow information - continued

(b) Reconciliation of liabilities from financing activities

The table below presents the year’s change in the Company’s liabilities associated with financing of

the business. The table includes current and non-current liabilities. The opening and closing balances

include the liability for accrued interest.

Bank

overdrafts

Lease

liabilities

Preference

Total

€

Balance at 1 January 2025

2,707,554

1,367,825

1,250,000

5,325,379

Payment of lease liabilities

(358,135)

Redemption of preference shares

(500,000)

Interest expense and other charges

189,518

51,066

240,584

Movement in factoring facility

(1,125,944)

Movement in bank overdraft

2,105,552

Balance at 31 December 2025

3,876,680

1,060,756

750,000

5,687,436

Balance at 1 January 2024

4,635,401

1,662,397

6,297,798

Payment of lease liabilities

(357,439)

Reclassification from equity to

borrowings

1,500,000

Redemption of preference shares

(250,000)

Interest expense and other charges

216,179

62,867

279,046

Movement in factoring facility

(435,131)

Movement in bank overdraft

(582,951)

Balance at 31 December 2024

2,707,554

1,367,825

1,250,000

5,325,379

8. Other disclosure items

8.1 Related party transactions and balances

M&Z p.l.c. forms part of M&Z Group Limited. M&Z Group Limited and its subsidiaries are considered

by the directors to be related parties of M&Z p.l.c. Due to common shareholding, PSC Limited and

its subsidiary are also considered to be related parties of M&Z p.l.c.

The ultimate controlling party is Mr. Paul S. Camilleri and his immediate family.

The following transactions were entered into with related parties during the financial reporting period:

2025

2024

€

Purchases and services:

- Other related parties

24,000

Dividends paid to shareholders

803,941

924,667

M&Z p.l.c.

Annual Report and Financial Statements - 31 December 2025

8. Other disclosure items - continued

8.1 Related party transactions and balances - continued

Year-end balances owed to related parties, arising principally from purchases transactions, are

disclosed in note 4.2.1 to these financial statements.

Senior management compensation, consisting of directors’ short-term remuneration, has been

disclosed in note 5.2.

8.2 Comparative information

Comparative figures disclosed in the main components of these financial statements have been

reclassified to conform with the current year’s presentation format for the purpose of fairer

presentation.

Independent auditor’s report

To the Shareholders of M&Z p.l.c.

Report on the audit of the financial statements

Our opinion

In our opinion:

· The financial statements give a true and fair view of the financial position of M&Z p.l.c. (the Company) as at 31 December 2025, and of the company’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and

· The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).

Our opinion is consistent with our additional report to the Audit Committee.

What we have audited

M&Z p.l.c.’s financial statements comprise:

· the statement of financial position as at 31 December 2025;

· the statement of comprehensive income for the year then ended;

· the statement of changes in equity for the year then ended;

· the statement of cash flows for the year then ended; and

· the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to audits of financial statements of an EU Public Interest Entity in Malta and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these Codes.

To the best of our knowledge and belief, we declare that non-audit services that we have provided to the company are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).

The non-audit services that we have provided to the company, in the period from 1 January 2025 to 31 December 2025, are disclosed in note 5.6 to the financial statements.

Our audit approach

Overview


Materiality	Overall materiality: €231,800, which represents 5% of profit before tax.

Key audit matters	● Valuation and existence of inventory ● Expected credit loss allowance in relation to trade receivables

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the company, the accounting processes and controls, and the industry in which the company operates.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Overall materiality	€231,800

How we determined it	5% of profit before tax

Rationale for the materiality benchmark applied	We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the performance of the company is most commonly measured by users, and is a generally accepted benchmark. We chose 5% which is within the range of quantitative materiality thresholds that we consider acceptable.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €23,200 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	How our audit addressed the key audit matter
Valuation and existence of inventory Inventory of the Company as at 31 December 2025 amounted to €5.5 million and represented 35% of total current assets. This inventory mainly consists of stocks held in the Company's warehouses (refer to note 3.2). Inventory is valued at the lower of cost and net realisable value. The valuation of inventory at cost is based on the first-in, first-out cost per unit of inventory (the FIFO-principle). Due to the nature of the Company's operations, the number of transactions recorded through the inventory cycle during the year is significant. We focused on this area because of the magnitude of this balance, as well as the element of subjectivity involved in the assessment of net realisable value.	We tested the existence of inventory by attending the year-end count held at the Company's warehouse and performing test counts on a sample basis. We compared the quantities of the items counted by us, and the respective expiry date, with the entity's records, also assessing whether any material discrepancies were duly adjusted as appropriate. As part of our testing of the valuation of inventory, we evaluated the basis of management's assessment of net realisable value which considered, inter alia, the impact of expired products, and the proportion of stock holdings to expected turnover. We also tested the cost of a sample of inventory items. Our audit procedures on inventory cut-off consisted of substantive procedures to test the transfer of rights and obligations over inventory to supporting documentation. We found the valuation and existence of inventory to be materially consistent with the evidence obtained.

Expected credit loss allowance in relation to trade receivables As at 31 December 2025, trade receivables amounted to €8.2 million, net of a loss allowance of €799 thousand, as disclosed in note 4.1.2. The Company applies the IFRS 9 simplified approach to measuring the expected credit loss allowance for trade receivables. The Company establishes the risk of default using historical expected credit losses, as adjusted for qualitative factors based on management's assessment of current economic conditions. Further information is provided in notes 4.1.2 and 4.1.5 to the financial statements. The inherent uncertainty in the judgements required, as well as the magnitude of the Company's trade receivables, resulted in this matter being identified as an area of audit focus	We evaluated the suitability and appropriateness of the methodology applied by management in establishing the loss allowance. As part of this process, using audit knowledge gained from testing settlements for a sample of debtors and the analysis of overdue receivables, we challenged management on the judgements made as part of the impairment allowance. The calculations underlying the loss impairment assessment were also tested for accuracy. The appropriateness of disclosures made in relation to the loss allowance assessment for trade receivables was also considered. Based on the work performed, we found the recorded loss allowance to be consistent with the explanations and evidence obtained.

Other information

The directors are responsible for the other information. The other information comprises the General information, the Directors’ report, the Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the Code of principles for Good Corporate Governance and the Remuneration Report (but does not include the financial statements and our auditor’s report thereon).

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors and those charged with governance for the financial statements

The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

· Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6

We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the Annual Financial Report of M&Z p.l.c. for the year ended 31 December 2025, entirely prepared in a single electronic reporting format.

Responsibilities of the directors

The directors are responsible for the preparation of the Annual Financial Report, including the financial statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

Our responsibilities

Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the financial statements, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

Our procedures included:

· Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report in XHTML format.

· Examining whether the Annual Financial Report has been prepared in XHTML format.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Annual Financial Report for the year ended 31 December 2025 has been prepared in XHTML format in all material respects.

Other reporting requirements

The Annual Report and Financial Statements 2025 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.

The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.

Area of the Annual Report and Financial Statements 2025 and the related Directors’ responsibilities

Our responsibilities

Our reporting

Directors’ report

The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act.

We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.

We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements.

In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements.

In our opinion:

● the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

● the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386).

We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.

Statement by the Directors on compliance by M&Z p.l.c. (the “Company”) with the Code of principles for Good Corporate Governance

The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles.

We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements.

We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97.

We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures.

In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.

We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.

Remuneration report

The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare a Remuneration report, including the contents listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules.

We are required to consider whether the information that should be provided within the Remuneration report, as required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules, has been included.

In our opinion, the Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.

Other matters on which we are required to report by exception

We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion:

● adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us.

● the financial statements are not in agreement with the accounting records and returns.

● we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit.

We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary.

We have nothing to report to you in respect of these responsibilities.

Other matter - use of this report

Our report, including the opinions, has been prepared for and only for the Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.

Appointment

We were first appointed as auditors of the Company for the period ended 31 December 2006. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 20 years. The Company became listed on a regulated market on 11 March 2022.

Romina Soler

Principal

For and on behalf of

PricewaterhouseCoopers
78, Mill Street
Zone 5, Central Business District
Qormi

Malta
29 April 2026