Annual consolidated financial statements for the year ended December 31st, 2018 In accordance with International Financial Reporting Standards («IFRS») as adopted by the European Union These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document. Quest Holdings S.A. S.A. Reg.No. 121763701000 2a Argyroupoleos Street GR-176 76 Kallithea Athens - Hellas Financial statements for the year ended 31 December 2018 (Amounts presented in thousand Euro except otherwise stated) Contents I. Statement by the Members of the Board of Directors 2 II. Annual Report of the Board of Directors 4 III. Financial Statements 49 IV. Independent Auditors’ Report 116 -1- Financial statements for the year ended 31 December 2018 (Amounts presented in thousand Euro except otherwise stated) I. Statement by the Members of the Board of Directors In accordance with article 4 paragraph 2 of Law 3556/2007 to the best of our knowledge, A. the enclosed financial statements of Quest Holdings S.A. for the year from 1 January to 31 December 2018 that have been prepared in accordance with the applicable accounting standards, present in a true manner the assets, liabilities, equity and results of the Company as well as of the companies included in the consolidated financial statements taken as a whole and B. the enclosed Annual Report of the Board of Directors presents in a true manner the development, performance and financial position of Quest Holdings S.A. as well as of the companies included in the consolidated financial statements taken as a whole, including the description of the principal risks and uncertainties that they face. Kallithea, 9 April 2019 The Chairman The C.E.O. The Member of B.o.D. Theodore Fessas Apostolos Georgantzis Markos Bitsakos -2- Financial statements for the year ended 31 December 2018 (Amounts presented in thousand Euro except otherwise stated) II. Annual Report of the Board of Directors 1. Significant events 4 2. Events after the balance sheet date of issuance 5 3. Performance Review 5 4. Risk factors 9 5. Related party transactions 13 6. Address of the Company 13 7. Outlook 2019 14 8. Corporate Governance Statement 21 9. Non-financial performance review 37 10. Explanatory Report of the Board of Directors (Art. 4 para. 7 and 8 of Law 3556/2007) 47 -3- Financial statements for the year ended 31 December 2018 (Amounts presented in thousand Euro except otherwise stated) Annual Report of the Board of Directors This report of the Board of Directors of Quest Holdings SA (The Company) refers to the period from January 1st, 2018 to December 31st of the closed financial year 2018 and includes the actual depiction of the development and performance of the Company’s and the Group’s activities, objectives, strategy and significant events. Furthermore, the report includes a description of the main risks and uncertainties, non-financial items, corporate governance statement, significant transactions between the Company and the Group with their affiliated parties, as well as additional information as required by law. The report was drafted pursuant to the relevant provisions of Codified Law 2190/1920, as replaced on January 1st, 2019, by articles 150-154 of Law 4548/2018, Law 3556/2007 and Decision 8/754 of the Board of directors of the Hellenic Capital Market Commission dated April 14th, 2016. The consolidated and corporate Financial Statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union (EU). The closed financial year is the thirty second in a row and covers the period from January 1st, 2018 to December 31st, 2018. The Group “Quest Holdings SA”, besides the Company, includes the subsidiaries, which the Company directly or indirectly controls. The financial statements (consolidated and corporate), the auditor's report and the management report of the Company's Board of Directors are posted at the following web address: https://www.quest.gr/en/investor-relations/Quest-financial-statements The financial statements and audit reports of the Certified Auditors-Accountants, of the Group companies that are consolidated and not listed (according to Decision 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission) are posted at the following web address: https://www.quest.gr/en/Investor-Relations/subsidiaries-financial-statements During this financial year, the Company’s activities complied with the applicable legislation and its objectives as defined by its articles of association. The Board of Directors, in an attempt to review the Company’s operations, as well as the Company’s and its subsidiaries’ data (The Group), informs you about the following: 1. Significant events During the closed financial year and until the preparation of this Report, the following significant events took place: Annual Ordinary General Meeting On June 14th, 2018 the Ordinary General Meeting of the Company’s Shareholders was held. Nineteen (19) Shareholders took part in the General Meeting, holding nine million six hundred seventy-three thousand six hundred seventy-nine (9,673,679) common nominal shares with voting rights, i.e. 81.20% out of a total of eleven million nine hundred thirteen and six hundred thirty- two (11,913,632) Company shares. Since a quorum was present according to the law and the Articles of Association, the General Meeting discussed all items on the Agenda, as follows: 1. The financial statements (separate and consolidated) of December 31st, 2017 were unanimously approved, in accordance with the International Financial Reporting Standards (IFRS), following the respective Reports issued by the Board of Directors and the Auditors. 2. The Board Members' and the Auditors' release from any liability for the financial year that closed on December 31st, 2017 was unanimously approved, as were the management and representation acts of the Company's Board of Directors. 3. “PriceWaterhouseCoopers SA” was appointed as audit company for the financial year 1/1/2018 – 31/12/2018, the decision was approved unanimously and its fee was set. 4. The total remuneration and indemnities of the members of the Board of Directors for the year 2017 were approved unanimously, on the basis of the approved decision of the previous Ordinary General Meeting, and their maximum fees and indemnities were approved in advance for the year 2018. 5. The authorization granted to the members of the Board of Directors and the Company Directors was renewed for the purpose of carrying out the acts provided for in article 23 par. 1 of Codified Law 2190/1920 until the Company's next Ordinary General Meeting and it was unanimously approved. 6. The possibility for the Company to acquire own shares was unanimously approved, in accordance with the provisions of article 16 of Codified Law 2190/1920 as in force, and the relevant authorization was given to the Board of Directors for its implementation. -4- Financial statements for the year ended 31 December 2018 (Amounts presented in thousand Euro except otherwise stated) Acquisition of photovoltaic power stations The wholly-owned subsidiary “Quest Energiaki Ktimatiki SA” on the 19th of November 2018 proceeded to the acquisition of seven photovoltaic power stations of 1MW power each, located in the Industrial Area of Northern Greece. The acquisition price for all companies-project bodies (7MW) amounted to €4.3 million, while the total net borrowing of the companies amounted to €11.7 million. After this acquisition, the total power of the operating photovoltaic power stations of "Quest Energiaki Ktimatiki SA" and its subsidiaries on December 31, 2018 amounted to 12.7MW. 2. Significant events after the date of preparation of the financial statements Acquisition of a photovoltaic power station The 100% indirect subsidiary of the Company under the name “WIND SIEBEN VIOTIA ENERGY SA”, on January 11th, 2019, completed the acquisition of 100% of the share capital of “ENERGIAKI MARKOPOULOU 2 SA” for a consideration of €1.2 million. The company “ENERGIAKI MARKOPOULOU 2 SA” has a photovoltaic power station of 0,499 MW in the Municipality of Markopoulo, Regional Unit of Attica. Law 4605/2019 (Α 52/01.04.2019) As a result of the abolition of the first passage of paragraph 2, article 37 of Law 4540/2018 on the basis of Article 104 of Law 4605/2019 (A 52/01.04.2019) regarding the retroactive payment from June 20th, 2017 to organizations for the collective management of copyrights and other beneficiaries on technical means as defined in article 18 of Law 2121/93 after its amendment from paragraph 1, article 37 of Law 4540/2018, it is estimated that the total benefit to the Group's results before tax for 2019 will amount to €1,364 thousand due to the reversal of the provision formed on December 31st, 2018 for the above obligation. The reversal of the provision will take place in 2019. 3. Performance Review Company financial data The results of the closed financial year are as follows: The company revenue derived mainly from administrative services, dividends and leases amounted to €5 million compared to €4.5 million in the previous financial year, of which €3.4 million (2017: €3.3 million) relate to revenue from dividends. Profit before Taxes, Interest, Depreciation and Investment activities amounted to €3.5 million compared to €3.3 million in the previous financial year. Profit before taxes amounted to €0.5 million compared to €2.2 million in the previous financial year and include impairment of the value of the subsidiary “Unisystems SA” of €2.8 million. Profit after taxes amounted to €0.4 million profit compared to €2 million in the previous financial year.