1
Annual Financial Report
2021
(Drafted according to article 4 of l. 3556/2007 and the delegated thereby implementing
decisions of the BoD of the Capital Market Commission)
General Commercial Registry (GEMI) No.: 122141660000
It is certified that the present Annual Financial Report concerning the financial year 2021 (01.01.2021-
the name “PROFILE SYSTEMS & SOFTWARE SA ”, at its meeting of March 17
th
, 2022 and is posted on the
internet and legally registered in the General Commercial Registry (GEMI), electronic address
www.profile.gr, where it shall remain at the disposal of the retail investors for a period of at least ten
(10) years from the date of its drafting and publication.
2
Contents
STATEMENTS OF REPRESENTATIVES OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 4 § 2 OF L.
3556/2007) ................................................................................................................................................................ 3
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021 ...................... 4
SECTION F΄ ........................................................................................................................................................24
ANNUAL FINANCIAL STATEMENTS OF THE YEAR 2021 ...........................................................................................93
STATEMENT OF FINANCIAL POSITION ...............................................................................................................93
STATEMENT OF COMPREHENSIVE INCOME ......................................................................................................94
STATEMENT OF CHANGES IN EQUITY ...............................................................................................................95
STATEMENT OF CASH FLOWS ...........................................................................................................................97
NOTES TO THE FINANCIAL STATEMENTS .................................................................................................................98
1. GENERAL INFORMATION ON THE COMPANY AND THE GROUP ...................................................................98
2. BASIS OF PREPARATION OF THE ANNUAL FINANCIAL STATEMENTS ............................................................98
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ..................................................................................101
4. ΝEW STANDARDS, INTERPRETATIONS AND AMENDMENT OF EXISTING STANDARDS ...............................110
5.MAJOR RISKS AND UNCERTAINTIES .............................................................................................................114
6. SEGMENT REPORTING ................................................................................................................................120
7. EXPENSE ANALYSIS ......................................................................................................................................121
8. FINANCIAL INCOME/EXPENSE ANALYSIS .....................................................................................................123
9. INCOME TAX ................................................................................................................................................123
10. EARNINGS PER SHARE ...............................................................................................................................125
11. TANGIBLE FIXED ASSETS ............................................................................................................................126
12. GOODWILL ................................................................................................................................................127
13. INTANGIBLE ASSETS ..................................................................................................................................130
14. INVESTMENTS IN SUBSIDIARIES ................................................................................................................131
15. INVENTORIES .............................................................................................................................................132
16. TRADE AND OTHER COMMERCIAL RECEIVABLES ......................................................................................132
17. PREPAYMENTS AND OTHER RECEIVABLES ................................................................................................133
18. SHORT-TERM INVESTMENTS .....................................................................................................................134
19. CASH AND CASH EQUIVALENTS ................................................................................................................135
20. SHARE CAPITAL AND SHARE PREMIUM ....................................................................................................135
21. TREASURY SHARES ....................................................................................................................................136
22. RESERVES ..................................................................................................................................................136
23. BORROWINGS & OTHER LONG-TERM PAYABLES ......................................................................................137
24. PROVISION FOR EMPLOYEES’ INDEMNITIES .............................................................................................137
25. STOCK OPTION PLAN .................................................................................................................................140
26. GOVERNMENT GRANTS ............................................................................................................................141
27. TRADE PAYABLES.......................................................................................................................................142
28. OTHER PAYABLES ......................................................................................................................................142
29. TRANSACTIONS WITH RELATED PARTIES ..................................................................................................143
30. LEASES (IFRS 16) ........................................................................................................................................144
31. FAIR VALUE MEASUREMENT .....................................................................................................................145
32. AUDITORS’ REMUNERATION .....................................................................................................................146
33. CONTINGENT LIABILITIES ..........................................................................................................................146
34. POST BALANCE SHEET EVENTS ..................................................................................................................148
CHAPTER 6 ..............................................................................................................................................................148
AVAILABILITY OF FINANCIAL STATEMENTS ...........................................................................................................148
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR )
3
STATEMENTS OF REPRESENTATIVES OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 4 § 2 OF
L. 3556/2007)
The below statements, which take place according to article 4 par. 2 of l. 3556/2007, as currently in
force, are made by the representatives of the Company’s Board of Directors, namely the following:
1. Charalampos Stasinopoulos of Panayiotis, resident of Nea Smyrni, 199 Sygrou Ave., President of the
Board of Directors.
2. Spyridon Barbatos of Antonios-Ioannis, resident of Psychiko Attica, 20 P. Hatzikonstanti str., Vice-
President of the Board of Directors.
3. Evangelos Angelides of Ioannis, resident of Nea Smyrni, 31 Adramytiou str., Chief Executive Officer.
The below undersigned, in our capacity stated above, according to the definitions of law (article 4 par.
2 [c΄] of l. 3556/2007), but also as especially appointed to this end by the Board of Directors of the
Societe Anonyme under the name “PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE
“Company” or “PROFILE”) at its meeting of March 17, 2022, we hereby declare and certify that to the
best of our knowledge:
(a) The annual financial statements (corporate and consolidated) of the Company of the financial year
2021 (01.01.2021-31.12.2021), which have been prepared according to the current International
Financial Reporting Standards (IFRS), as these have been adopted by the European Union, depict in
a true view the assets and liabilities, the net position and the results of the Company as well as those
of the enterprises which are included in the consolidation, taken as a whole, according to the
provisions of paragraphs 3 to 5 of article 4 of l. 3556/2007 and the delegated thereby implementing
decisions of the Board of Directors of the Capital Market Commission, and
(b) The annual Management Report of the Company’s Board of Directors depicts in a true view the
significant events that took place during the (closing) financial year 2021 (01.01.2021-31.12.2021),
their influence on the annual financial statements, including the description of the main risks and
uncertainties, the important transactions entered into between the Company and the persons
associated with it (as these are defined in IAS 24), as well as the evolution of activities, the
performance and the position of both the Company and the enterprises included in the consolidation,
taken as a whole and sundry information required according to the stipulations of paragraphs 6 to 8
of article 4 of l. 3556/2007, as well as the delegated thereby implementing decisions of the Board of
Directors of the Capital Market Commission.
Nea Smyrni, March 17, 2022
The declarants
Charalampos Stasinopoulos Spyridon Barbatos Evangelos Angelides
ID Σ 577589 ID ΑΕ 077416 ID 1157610
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR )
4
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021
The present Annual Management Report of the Board of Directors of the Company “PROFILE
COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME”, which follows, (hereinafter called
for short “Report” or “Annual Report”) refers to the financial year 2021 (01.01.2021–31.12.2021), has
been drawn up and is aligned with both the relevant provisions of l. 4548/2018 (GG A’ 104/13.06.2018),
and l. 3556/2007 (GG A’ 91/30.04.2007) and particularly its article 4, as well as the delegated thereby
implementing decisions of the BoD of the Capital Market Commission. The Consolidated and Corporate
Financial Statements have been drafted according to the International Financial Reporting Standards
(IFRS), as these have been adopted by the European Union.
The present Report comprises, in a concise, but readily understood, substantial and comprehensive way,
all the significant individual thematic sections, which are necessary, based on the above legislative
context, and depicts in a true and correct view all the related information required by law, in order to
reach an essential and in-depth update for the activity, at that particular period, of the Societe Anonyme
“PROFILE COMMERCIAL AND INDUSTRIAL INFORMATICS SOCIETE ANONYME”, (hereinafter called for
short “Company” or “PROFILE”), as well as of the PROFILE Group, in which Group, apart from PROFILE,
the following related companies are included:
“GLOBALSOFT DEVELOPMENT AND MARKETING OF SOFTWARE AND COMPUTING SYSTEMS
MATERIAL SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the
Company participates with 97.09%;
“PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD”, with registered office in Cyprus, in which the
Company participates with 100%;
“COMPUTER INTERNATIONAL FRANCHISE LIMITED LIABILITY COMPANY”, with registered office in
Nea Smyrni, Attica, in which the Company participates with 50.18%;
In relation to the said Limited Liability Company it is noted that by virtue of notarial deed under
number 5055/01.07.2008 of the Athens Notary Public Haricleia Serveta-Phili, it has been dissolved
and is currently under liquidation, that has not been yet concluded;
“PROFILE SOFTWARE (UK) LTD”, with registered office in the United Kingdom, in which the above
Cypriot subsidiary participates with 100%;
“PROFILE DIGITAL RECORDING, STORAGE AND RELEASE OF MINUTES OF COURT MEETINGS
SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company
participates with 100%;
“LOGIN S.A.”, with registered office in France, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS)
LTD participates with 99.92% and PROFILE SOFTWARE (UK) LTD with 0.08%;
“PROFILE TECHNOLOGIES COMMERCAIL AND INDUSTRIAL COMPANY SINGLE MEMBER SOCIETE
ANONYME”, with registered office in Thessaloniki, in which the Company participates with 100%;
“CENTEVO A.B.”, with registered office in Stockholm, Sweden and presence through a branch in
Oslo, Norway, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD participates with 100%.
The present Report accompanies the annual financial statements (corporate and consolidated) of the
financial year 2021 (01.01.2021-31.12.2021) and, in view of the fact that the Company draws up
consolidated and non-consolidated financial statements, it constitutes a single report, with main
reference the consolidated financial data of the Company and those of its affiliated enterprises and with
reference to individual (non-consolidated) financial data, solely on the points where it has been deemed
advisable or necessary for the better understanding of its content.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
5
The Report is included as such, together with the financial statements and other data and statements
required by law, in the Annual Financial Report concerning the closing year 2021 (01.01.2021-
31.12.2021).
Business Model and Value Creation
Since 1990, Profile Software is a leading company developing software solutions for the international
financial industry, the wider enterprise industry and the public sector. The PROFILE Group of companies
has international presence in Europe, Middle East, Asia, Africa and America and consistently invests in
technologically advanced solutions both for start-ups and established banking and financial institutions,
either through direct cooperation or through a trustworthy network of partners.
The PROFILE Group provides innovative, award-winning and flexible software solutions, based on the
international quality standards and aims to the best client service. The continuous investment in
Research and Development in combination with the constant communication with clients and business
partners all around the world, allow to deliver software solutions that meet the requirements of the
fast-growing market. The Company has a dynamic work environment, which promotes taking initiatives
in order to provide a customer-centric approach. The Group’s deliverable solutions are recognized by
international rating houses, analysts and consultants, while the Group is also awarded and included in
international studies of the industry as a distinguished supplier of software solutions.
The PROFILE Group has been expanded relied on the support, the expertise and the professionalism of
its employees, its management and its business partners. Through all the years of the operation, the
Company has a robust financial position, maintaining its vision and enhancing its international presence,
with both new and existing clients and well-trained personnel. The Company is recognized as reliable
and specialized partner in financial services software and our clients are aware of the continually
integrated and scalable solutions which are able to address their continuously developing needs.
The PROFILE Group delivers integrated solutions to the sectors of Investment Management, Banking,
Treasury, Risk & Compliance, Capital Markets and Ticketing. Additionally, the Group has significant
presence in public sector projects.
During the past years, the sector of Investment Management has changed dramatically in order to
address the investors’ (both institutional and private) requirements regarding immediate monitoring
with accuracy and transparency. A wide range of operations is covered, such as Wealth Management,
Fund Management, Custody, Insurance Investment Management, Family Office, Financial Advisors, and
Brokerage and other. Specifically, Axia Suite is an award-winning, web-based, omni-channel solution
which provides integrated investment managements with full compliance with MiFID II. Axia Suite is
designed in cutting-edge technologies and provides the required functionality in order to respond and
surpass the market requirements with holistic approach.
IMSplus is an award-winning Investment Management platform (accessible from desktop, web and
mobile) that meets the requirements of the wider financial services sector through a set of specialized
solutions. These solutions can be deployed either as stand-alone or as an integrated investment
management platform which fulfill any IT ecosystem’s needs of an organization.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
6
Regarding the banking sector, the solutions are focused on the new trend which incorporates digital and
flexible banks, while the requirements for competitive services in banking and financial sectors are
increasing continuously. As a result, financial institutions need flexible solutions in order to provide
advanced client-centric services and new products directly and reliably.
FMS.next is a modern integrated solution from PROFILE which addresses the banking related needs of
FinTech start-ups, Universal Banks, Private Banks, Islamic Banks, financial institutions that offer Auto &
Leasing services and Peer-to-Peer Lending/Crowdfunding platforms and Alternative Financial
institutions. Furthermore, FMS.next Payments delivers an integrated payments solution, through a
number of different channels, including the end users, payment schemes and interbank networks in a
secure environment. The solution covers all major payments instruments (credit transfers, direct debits,
corporate payments) and can be deployed as stand-alone or as a part of the FMS.next Core Banking
platform.
Acumen
net
is a cloud-native fully integrated Front-to-Back office and accounting platform which is able
to support all financial transactions, such as cash management, forex operations, collateral deals,
securities, interest, currency and asset swaps, equities, futures and FRA, Over The Counter (OTC) and
exchange-traded options, credit linked instruments, commodities and Islamic deals.
Moreover, every financial institution needs a holistic approach to manage the Risk & Compliance issues,
while supporting the goals that have been set by the management and the governance. PROFILE,
combining tested software, services and functionalities, delivers a wide range of solutions for market
and credit risk management, as also for GRC, ALM and fund management. RiskAvert is a reliable and
cloud-enabled solution that allows to calculate, manage and produce reports for credit, operational and
market risk through an integrated modular environment. It covers all supervisory approaches of risk
calculation allowing the Bank to evolve from a standardized approach towards the IRB approaches.
Regarding the Capital Markets sector, during the past years, it has been changed rapidly and there is
increased pressure in order to provide investors with faster and more reliable services. Modern tools
are able to achieve higher effectiveness and lower costs for remote access and on-the-go transactions,
while ensuring compliance with the market requirements. PROFILE, taking advantage of its extended
experience, delivers a set of solutions for Mobile Data Feed, Online Trading, Shareholder’s Management
and Real-Time Data Feeds. Mobius Wealth, developed by PROFILE, is a top-quality mobile wealth
management app, providing a compelling digital experience, full interface with back-end systems and
data display across all communication devices (smartphones/tablets, iOS Universal Application &
Android). Additionally, GS Market provides the end users, both institutional investors and retail, with
unique flexibility. GS Market (ex. Monopoly) is the most trustworthy choice among investors for
following stock exchange market data (both spot and derivative), mainly due to its user-friendliness and
its dynamic environment. Plexus app, developed by PROFILE, provides real time Market Data streaming
on iPhone® and iPad® devices.
PROFILE's Registry is the most effective and widespread solution for managing/monitoring the stock
market of a multi-shareholding company. Finally, Profile Vote is an innovative digital voting system that
fully meets the most advanced needs of modern companies.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
7
PROFILE Group also undertakes important projects in the public sector. In particular, through the
Company Profile Anonymous Company of Digital Recording of Storage and Disposal of Court Meeting
Practices, it is active in the public sector and specifically, in the project of the Ministry of Justice
concerning the digitization and automation of the practical meetings of the courts. At the same time, it
is in continuous monitoring of the projects announced by the various organizations and bodies of the
public sector in order to participate in projects of interest, either through a company of the PROFILE
Group or as a member of an Association of Companies.
In addition, PROFILE Group solutions are developed in cloud technologies in accordance with
international security standards. PROFILE Software is ISO certified. Its solutions utilize artificial
intelligence (AI) tools to fully meet the evolving needs of the market. In addition, Profile Technologies
S.A. will focus on developing new features primarily related to financial software, with cutting-edge
technologies, adopting the latest developments in artificial intelligence (AI), machine learning (ML),
robotic process automation (RPA) and blockchain, and will also invest in Augmented Reality (AR) for
investment management and banking. It will also undertake part of the Profile group's development
work carried out to date in Europe (Athens - Paris - Nicosia) and Asia (India), thus allowing the other
parts of the Company to focus on further specialization and project implementation. Thessaloniki is
developing into one of the cities in Greece that bring out technology companies by attracting and
offering unique development opportunities for new developers.
Profile Technologies S.A. intends to attract experienced and talented professionals from Northern
region, thus enhancing the professional development of the local community.
PROFILE Group also provides a range of services to its customers to fully meet their needs, from the
beginning of a project to their training, in order to make full use of the available solutions and products.
Implementation services cover: Project Planning and Implementation, Setup and Adaptation Services,
Consulting services and Education.
In addition, PROFILE provides reliable professional services for the effective implementation of each of
its projects, with a range of services even after implementation for its international clientele such as
Customer Support, Technical Support and Consulting Services. PROFILE's Customer Support department
is designed to facilitate the prompt processing of requests for optimal and immediate resolution of any
issues that arise. Support offers a common point of contact and monitoring for the customer.
PROFILE Group also has a significant international presence through its subsidiaries abroad. More
specifically, through the subsidiary Cypriot company Profile Systems & Software (Cyprus) LTD the Group
has a presence in the Cypriot market as well as in the Middle East (Dubai) and Africa promoting and
supporting the Group's products and solutions in these markets. Also, through Profile Software (UK) LTD,
based in the United Kingdom, the Group has a presence in the UK market as well as in the wider region
of Western Europe. In France, Login S.A., which was incorporated into the PROFILE Group in 2017, has
developed and evolved the Αcumen
net
product and taking advantage of the Group's technological
infrastructure and commercial channels worldwide promotes and combines the solution of Αcumen
net
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
8
with the other product solutions of the PROFILE Group. More detailed information regarding the
position of the Company and the Group, important events, discrimination of implementations of new
projects and the completion and promotion of new solutions of the Group are presented in sections A,
B and C of the Management Report of the Board of Directors of the Company.
Profile Group is managed in accordance with the principles and applicable corporate governance
legislation, having created internal structures and incorporating into the operation of the Manuals,
Codes, Policies and Procedures, aimed at enhancing transparency, responsible operation and decision-
making in a collective manner, in all areas aimed at the Sustainable Development of Companies and the
safeguarding of the interests of Shareholders and all its Stakeholders. The Group Companies comply
with and apply the applicable legislation in each country where they operate. Furthermore, the Parent
Company complies with and applies, inter alia, the legislation of the Capital Market and the Regulation
of the Athens Stock Exchange.
The basis for the governance of the Group and its companies is the Group's Policies and Standard/Single
Procedures, which reflect the operating guidelines as defined by the Board of Directors. They cover all
critical areas of operation and development of companies, in the areas of Governance and Compliance,
Risk Management, Operations, Human Resources, Personal Data Protection, Infrastructure
Management and Physical Security. At the same time, PROFILE Group has highlighted the Values and
Principles of Customer Satisfaction, Ethos and Integrity, Teamwork, Knowledge/Continuous
Improvement/Innovation, Entrepreneurship and Documentation and Evaluation, as the building blocks
that mark what is important, has priority, is right, accurate and desirable for the Group.
The thematic Sections of the present Report and their content, are, in particular, as follows:
SECTION Α΄
Evolution, performance and position of the Company and Group – Financial and non-financial key
performance indicators
In the present Section, is included a correct and brief representation of the development, activities and
position of all enterprises included in the consolidation. This representation takes place in such a way so
as to provide a balanced and comprehensive analysis in relation to the above categories of themes,
corresponding to the size and complexity of the activities of these enterprises. Also, at the end of the
relevant representation certain indicators are set out (financial or not) which the Company’s
Management evaluates as useful for a fuller understanding of the above issues.
1. Financial Data
The year 2021 was an unprecedented and highly volatile year for the global economy as the impact of
the coronavirus pandemic, which appeared in early 2020, but also the related challenges were rapid,
dynamic and continuous.
PROFILE Group, despite the extremely volatile and liquid financial environment of the year 2021, has
managed to meet the challenges by strengthening its market shares, increasing its turnover to a
satisfactory level, strengthening its assets and maintaining its liquidity and capital adequacy. A
significant role to this fact played the further considerable increase of the Group’s activities in
international markets (a direction towards which the Group has been steadily investing over recent
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
9
years), as well as the Group’s ability to complete complex projects even against an unstable, fluctuating
and uncertain environment.
At the same time the Group continues to watch closely the developments in the Greek economy and to
take every step necessary to ensure the unobstructed continuation of its business activity, in and
particularly out of Greece .
Out of the continuous and systematic effort to increase productivity, both of the human and the financial
resources, the Group aims at stabilizing the financial indicators and further improving the positive
operating results both at Company and –mainly– Group level.
2. Evolution and performance records of the Group
The course of the Group’s economic fundamentals, during the last three years, is as follows:
THE GROUP
(
Amounts in EUR
)
31.12.2021
31.12.2020
31.12.2019
202
1
-
20
20
20
20
-
201
9
Total
Assets
43.437.647
37.
247
.
638
36.132.269
16,
62
%
3,
09
%
Total Equity
24.941.942
2
2.278.367
19.729.792
1
1
,
96
%
1
2
,
92
%
Revenue
20.117.2
54
15.040.892
15.763.884
33,75%
(4,59%)
Gross Profit
10.008.664
8.102.791
8.502.098
2
3
,
52
%
(4,70%)
Profit before tax
2.789.102
1.311.174
2.435.609
1
1
2,
72
%
(4
6
,
17
%)
Profit after tax
2.203.258
951.117
1.769.595
1
31
,
65
%
(4
6
,
25
%)
EBITDA
5.485.246
4.
274.557
4.346.126
28
,
32
%
(
1
,
65
%)
Revenue, EBITDA
The Group continued during the closing year 2021 the development, promotion and distribution of
mainly own products, with the Gross Profit Margin amounting to 49.75%, a fact which reflects the
dynamics of the Group but also rewards the strategic direction of its Management in the development
and production of new reliable products with an emphasis on innovation and cutting-edge technology.
The turnover amounted to € 20.117 thousand compared to € 15.041 thousand in the corresponding
financial year 2020, recording an increase of 34% as a result of successful acquisitions and the company's
extroverted policy, and against the negative effects of the pandemic and the general uncertainty it has
brought to the economic environment. EBITDA increased by 28% compared to the previous year and
the Group’s EBITDA/Turnover percentage amounted to 27%. After-tax profits appear increased to
€ 2.789,10 thousand from € 1.311,17 thousand the previous year.
3. Financial and non-financial key performance indicators of the Group and the Company
Listed below are certain measurable indicators, financial and non-financial, that relate to the key
performance, position and financial status of the Group and the Company.
THE GROUP THE COMPANY
31.12.2021 31.12.2020
31.12.2021 31.12.2020
Asset Capitalization: (The ratio measures the
proportion of funds allocated to fixed assets)
38,78% 32,83% 51,40% 42,13%
Equity/ Fixed Assets: (The ratio measures the capital
structure)
1,48 1,82 1,19 1,54
Days Sales Outstanding-DSO: (The ratio measures the
days required to collect receivables from customers)
90 90 65 59
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
10
Total Liabilities / Total Equity & Liabilities: (The ratio
measures the debt dependency)
42,58% 40,19% 38,73% 34,99%
Equity / Total Equity & Liabilities: (The ratio measures
debt dependency)
57,42% 59,81% 61,27% 65,01%
Loans / Equity: (The ratio measures the proportion of
equity in the total debt)
27,77% 18,49% 30,94% 21,13%
Current Assets / Short-Term Liabilities: (The ratio
measures Group's and company's ability to cover
short-term obligations with current assets)
2,02 2,32 1,87 2,39
Return on Assets: (The ratio measures net profit after
taxes as a percentage of assets)
5,07% 2,55% 2,91% 2,15%
Return on Equity: (The ratio measures net profit after
taxes as a percentage of Equity)
8,84% 4,27% 4,75% 3,31%
Gross Profit Margin: (The ratio measures Gross Profit
as a percentage of sales)
49,75% 53,87% 47,81% 47,92%
Net Profit Margin: (The ratio measures net profit after
taxes and minority interests as a percentage of sales)
10,96% 6,33% 9,53% 6,24%
4. Alternative indicators for performance measurement
An Alternative Performance Measure indicator (APM’s), according to the definition of the European
Securities and Markets Authority, is a financial measure of the historical or future financial performance,
financial position, or cash flow which, however, is not defined or specified in the current financial
reporting framework. Although not included in the IFRS, APM’s should be assessed as ancillary and
always in combination with the results arising from the IFRS, with the aim to better understand the
operating results of the Group and its financial position, in order to facilitate the decision making for the
users of the financial statements.
The Group during the closing financial year and its comparative, has not made adjustments to funds of
the statements of comprehensive income, statements of financial position or statements of cash flows
and has not implemented extraordinary actions or non-recurring revenues or expenses that have a
significant effect on the formation of the said indicators.
In the context of the Alternative Performance Measure Indicators (APM’s) the Group sets out the
indicator “Earnings before Interest, Taxes, Depreciation and Amortization – EBITDA”. EBITDA is defined
as pre-tax profit plus/minus financial and investment results plus total depreciation and amortization.
The investment results include profits or (losses) from the revaluation of fixed assets, goodwill and
intangible assets impairment as well as profits or (losses) of subsidiaries held for sale. ΕΒΙΤDA also
exempts lump-sum and non-recurring charges that are not included in the company’s usual activities,
such as compensation provisions due to court actions as well as other extraordinary provisions. These
readjustments are made so that the said indicator stays comparable and consistent over time, in
compliance with and pursuant to the applicable guidelines in relation to the alternative performance
measure indicators (APM’s).
THE GROUP
THE COMPANY
31.12.2021
31.12.2020
31.12.202
1
31.12.20
20
Operating results (Earnings before taxes,
funding & investment results) (Α)
2.698.341
1.910.369
72.518
164.713
Total Depreciation
(Β)
2.786.905
2.364.188
823.038
754.661
EBITDA (Α) + (Β) =
(
C
)
5.485.246
4.2
74
.
557
895.556
919.374
Revenue
(
D
)
20.117.25
4
15.040.891
9.171.317
9.253.416
(%)
EBITDA
Margin
(
C
) / (
D
)
27,27%
28,
42
%
9,76%
9
,
9
4
%
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
11
Furthermore, if non-recurring and non-cash charges are not taken into account, the results are as
follows:
THE GROUP
THE COMPANY
3
1
.
12
.2021
3
1
.
12
.2020
3
1
.
12
.2021
3
1
.
12
.2020
EBITDA
(
C
)
5
.
485
.
246
4
.
274.557
895
.
556
919.374
Plus
:
Stock
Option Accounting
(
Ε
)
228.126
431.223
228.126
431.223
Plus
:
Goodwill Impairment of Subsidiary
(
F
)
-
220.000
-
220.000
Revalued
EBITDA (
C
) + (
Ε
)
+ (
F
)
= (
G
)
5.713.372
4.
925.780
1.123.682
1.
57
0.597
(
less
)
Total Depreciation
(
Η
)
(
2
.
786
.
905
)
(
2
.
364
.
188
)
(
823
.
038
)
(
754
.
661
)
Plus
:
Depreciation from valuation of
Login’s
intangible assets (I)
231.927
231.927
-
-
Plus
:
Depreciation from valuation of
Centevo’s intangible assets (J)
271.021
-
-
-
(
plus
/
less
) Σύνολο Χρηματοοικονομικών (
K
)
90.761
(
599
.
195
)
1.049.858
584.045
Revaluated Profit
Before Taxes
(
G
) + (
Η
)
+
(
I
)
+ (J) + (K) = (L)
3.520.176
2.194.324
1.350.502
1.399.981
(
less
)
Income tax
(
M
)
(
585
.
844
)
(
360.057
)
(
248.263)
(1
71
.
278
)
Revaluated Profit After Taxes
(
L
) + (
M
) = (
N
)
2.93
4.332
1.
834
.
26
7
1.
102.239
1.
22
8.703
SECTION Β΄
Significant events arising during the closing financial year 2021
The significant events that took place, during the financial year 01.01.2021-31.12.2021 at Group and
Company level, as well as their possible influence on the financial statements, are, in brief, the following:
1. Acquisition of 100% of Euronext Centevo AB, an investment management system developer, based
in Stockholm, Sweden
On March 19, 2021, the Group acquired 100% of Centevo AB through its Cypriot subsidiary PROFILE
SYSTEMS & SOFTWARE (CYPRUS) LTD.
Centevo AB has been active in the market for the development of investment management systems
since 1991, is based in Stockholm and consists of two units, one in Stockholm, Sweden and one in Oslo,
Norway. In total, it employs 45 specialists spread across the two locations. Centevo serves the largest
Asset and Fund Managers, as well as banks in the Nordics (Norway, Sweden, Denmark, Finland), with a
clientele of more than 65 different organizations.
Centevo’s solutions cover the areas of Asset Management, Fund Management, Trust Management and
Family Office, whilst offering powerful API connection gateways to large local Banks. These are
complementary solutions to the Group’s portfolio while new sales opportunities are created both in
terms of territories and product enhancements.
2. Significant Implementations
1. ATON, the investment banking organisation, selected Axia, the web-based investment management
platform. ATON focuses on corporate investment banking, wealth management, retail
investment services and private equity. Axia was selected as a front office tool that will interface
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
12
with their in-house system thus enabling digitalisation of their wealth management services
enhancing customer experience. Taking portfolio management activities to the next level,
ATON performed an international vendor assessment and selected Axia to help them automate
their process on model portfolio construction and rebalancing, whilst offering Relationship and
Portfolio Managers the ability to monitor and report using powerful tools. In addition, Axia will
allow them to deliver a modern portal to end clients, transitioning to a new era.
2. Optima bank has announced the successful launch of its “omni-channel” Digital Banking
platform, supported by Profile. Within a short period of time, the platform was fully operational,
offering the customers of the bank a variety of options and possibilities for an optimal online
banking experience. Profile undertook and implemented the Digital Banking project at Optima
Bank, utilizing Netinfo's and Wso2's applications, developing the “integration layer” for
interconnection with the existing Core Banking system as well as the other systems of the bank.
Profile has provided integrator services to the bank, following a vendor assessment, to deliver a
new digital platform that offers flexibility, speed and security to the bank’s customers, with
modern design and innovative technical characteristics.
3. In 2021, the group was selected by the Greek State for the project concerning the Hellenic Army
Pension Fund, while it successfully completed the electronic bulletin for the Ministry of Digital
Reform.
4. In addition, agreements were signed with banks and investment companies abroad, such as,
indicatively, Liberum, DMS, Bank of Valletta, Central Bank of Egypt.
5. Cooperative Epirus Bank selected RiskAvert, to better comply with the European Regulatory
Framework for capital adequacy (CRR 2/3 - CRD V / VI) in the areas of Credit and Operational
Risk, Liquidity Risk and Large Exposures. With this vision in mind, the selection of RiskAvert was
crucial towards achieving better business practices to offer compliance with the regulatory
framework, automating their processes of capital calculation and report production. At the
same time, the use of RiskAvert, Profile’s advanced and reliable system, will enable them to
converge business practice with supervisory requirements, thus allowing them to save time and
resources, substantially strengthening the banks’ effort to become a key player in the wider
area.
3. Completing and launching new solutions
1. Profile launched Finuevo, its new mobile-first Digital Banking platform that offers a modern
banking experience to end-users across all channels. Th eplatform has been developed to
address the needs of modern Banks, fintech, EMIs and digitally driven financial institutions. In
addition, it is an important and modern tool for interconnecting public financial institutions with
citizens. Finuevo can easily be deployed in the cloud, on-premises or as SaaS aiming at delivering
the functionality and flexibility to meet the evolving market requirement. Finuevo offers real
digital transformation to all types of financial institutions and their customers, implementing
the most modern digital banking experience. It is essentially the epitome of "Digital banking in
a box" so that the user has immediate access to the functionality needed, when needed.
2. Moreover, the new digital voting platform for General Meetings as well as all forms of online
voting, Profile Vote, launched. The platform is a new digital channel of communication with
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
13
shareholders, so that they can route their votes to the Meetings using digital and reliable
technology, through which they can actively participate in decision-making in major corporate
events while users can see the results in a secure environment, in real time, directly. Profile Vote
is an innovative digital voting system that fully meets the most demanding and advanced needs,
covering a wide range of complexities.
3. In addition, the technological upgrade of Acumen
net
was presented. Acumen
net
is a
comprehensive Treasury Management solution, which supports cloud-agnostic and cloud-
native environments such as those of Amazon Web Services and Microsoft Azure. The flexible
front-to-back Treasury solution has been installed in multiple countries either as a single
instance or as a Treasury hub (multi entity) with uninterrupted operation 24x7. Apart from
enjoying a more advanced dashboard to perform their operations in real-time, Treasurers, now,
also save time by having an enhanced user experience.
4. During the second semester, the new Axia Custody platform launched to advance automated
custody operations and streamline processes at a global level. In particular, Axia Custody
supports post-trade processing for Global Custodian, Sub-Custodian, Agents and Mutual Fund
Custodian delivering fully (STP) automated, 4-way matching and settlements ensuring improved
communication among Market, Local Brokers, International Brokers, International Broker
Agents, Sub-Custodians, and Clients. It also supports a 2-Way SWIFT (SMPG standards)
messaging whilst covering SWIFT-based automated corporate actions with more than 70 CA
events and making available automatic initiation through custodian incoming SWIFT thus
avoiding user intervention.
5. Acumen.plus, the new STP, real-time, cloud-native Treasury platform launched offering
advanced UX and automation to the modern Treasurer, across borders. There is the function of
"quick import" for Money Market, Bond and FX Spot transactions. When transactions are not
automatically imported by external trading platforms via real time APIs, they can be entered
into the system easily and quickly, by entering only the key elements of the transaction, in a
command field. The function allows traders to import transactions in seconds, thus saving
considerable time for more productive activities.
6. Centevo introduced new features and the sophisticated front-end solution for final clients,
offered by the latest version of the flexible platform, Cairo. This platform is a top solution for
portfolio management, offering now a direct connection to Bloomberg, utilizing the FIX
connection. The orders for stocks and ETFs can be initiated directly in the system eliminating
manual processes while achieving automation. The service offers the end customers with a clear
overview of their investments, a secure channel to receive encrypted communication and a
straightforward platform for fund trading. The latter has been enhanced with a holistic portfolio
view, powerful reporting tools and full trading platform. Furthermore, it offers secure login and
client communication compliant with GDPR procedures, whilst being used as ‘System as a
Service’.
7. RiskAvert, the competitive risk management system for advanced capital requirements
calculation and reporting under the Basel supervisory framework (EU CRR/CRD - Capital
Requirement Regulation / Capital Requirement Directive) ensuring comprehensive coverage of
European directives, was enriched and presented in a sophisticated form for users. RiskAvert
enables financial institutions to successfully manage a dynamically evolving regulatory
framework, offering comprehensive coverage for Credit Risk and Operational Risk, Liquidity Risk
(LCR & NSFR) and Leverage Ratio. As a fully evolving international risk management platform,
RiskAvert offers a new competitive possibility of data reconciliation with Accounting (Risk vs
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
14
Accounting reconciliation), automated incorporation of handwritten adjustments as well as full
support for the MEF (Large Financial Exposures) framework. It also supports the requirements
of Pillars II and III.
4. Significant International Distinctions
1. Profile has been named a category leader in Chartis’ Fintech Quadrant report for Wealth
Portfolio Management Suites: Advisory Desktop solutions. After an in-depth assessment, the
company and Axia's investment solution were placed in the highest quartile among 13
international companies in the 'market potential' and 'completeness of offering' parameters.
Axia is the pioneering platform that meets and exceeds the needs of Portfolio Managers. The
platform delivers flexibility, innovative features, robo advisory characteristics, automated
custody and onboarding functionality with a powerful portal to allow for a unique User
Experience thus adding a competitive feature to its clients’ portfolio.
2. Profile and its innovative solutions were awarded as the "Best Wealth Management Solutions
Provider UK 2021" and “Best Investment Management Software Solutions Provider UK
2021” by Finance Derivative Awards, as well as the “Best Investment Management Solutions
Provider UK 2021" by World Economic Magazine. The Company was also distinguished as
the “Best Digital Banking & Wealth Management Software Firm 2021 – UK” by Acquisition
International – Global Excellence Awards 2021 and as the "Most Innovative Overall Fintech
Solution Europe 2021” by Global Business Review Magazine.
3. Profile was also awarded as the “Best Investment Management Software Company 2021"
following a relevant research and assessment of its solutions by Wealth and Finance
International. Fund Awards highlighted the industry-leading performance, competitive features,
and global client satisfaction of Axia Suite,. FMS.next, the fully renewed banking platform with
a strong front for advanced operations, as well as Finuevo, the new mobile first digital banking
in a box platform, were the reasons why the company received the award of
"Most Innovative Overall Fintech Solution Europe 2021" by Global Business Review Magazine.
Profile was also distinguished in the “Innovation Excellence” category at the IBSi NeoChallenger
Bank Awards 2021.
More information on the International Distinctions of the Group is available on the web
page: https://www.profilesw.com/el/news.php
5. Event Organization and Participation
Profile organized a series of webinars to offer experience and knowledge to the market and participated
selectively in some of the industry’s conferences
1. In collaboration with WealthMosaic it organized the “Automation & Covid - How Wealth
Managers Have Responded” webinar with the participation of Ian Woodhouse, Head of
Strategy and Change at Orbium - Part of Accenture Wealth Management, discussing how the
industry and the pandemic evolved the sector’s needs and requirements for automation and
the use of technology for customer satisfaction and competitive advantage, with significant
attendance.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
15
2. In collaboration with Surecomp it organized the “Next Gen Trade Finance Digitisation” webinar
to alleviate the burden of the SR2021 transition, leverage digital trade finance solutions and
banking applications to improve the provision of services. In addition, “Driving liquidity with
supply chain finance” was particularly interesting with a presentation on the invitations and
importance of supply chain finance while technology is helping to better adapt to new
requirements.
3. It was the Silver Sponsor of the Digital Integration in Wealth Management 2021 online
conference, that took place on March 3 and 4. As Silver Sponsors, Profile and its executives
discussed how its innovative and award-winning Axia Suite platform for the Wealth
Management industry, can help firms achieve WealthTech transformation.
4. The Online Conference covered front-end, client-facing technology as well as digital integration
and process optimization after COVID-19, as well as what a true “Personalised Client Experience”
really means.
5. Moreover, it was the Bronze Sponsor supporting the Middle East WealthTech Forum 2021,
which took place on May 3 and 4 virtually. Profile and its executives showcased its innovative
and award-winning Axia Suite platform for the wealth management industry and to discuss what
the future holds for the evolving marketplace. The virtual conference covered how Digital
Transformation is Driving the Future of Wealth & Asset Management
6. The Group as an on-line exhibitor at the Building Societies Annual Conference, which took place
from May 4 to May 7 virtualy. At the virtual event entitled 'From COVID-
19 to a new mutual economy' Profile and its executives showcased, amongs others, FMS.next,
the innovative Banking solution, and how it has been used by banking institutions (both
digital/neo banks and traditional banks) in Great Britain and elsewhere, offering a unique user
experience.
7. In July, the Group organized the webinar entitled How Well prepared are banks for the next
crisis, with the participation of Andrew Coles from surecomp, Stephen wall from the Wealth
Mosaic as coordinator and Profile was represented by Nikos Karelos and Chris Fragkos. The panel
elaborated on the impact of different crises on the banking industry, how banks responded and
what lessons have been learned to deal with these and other issues in the future.
8. The Group was also the Bronze Sponsor supporting the Middle East Banking Innovation Summit
(MEBIS) 2021, which took place on September 15 and 16, 2021 at the Méridien Dubai
Conference Centre, in Dubai, United Arab Emirates. It introduced its new Digital Banking
solutions, Core Banking and Treasury advanced functions, as well as the new Custody fully
automated features.
9. With a significant presence, the Group participated again in the works of Sibos, as a
partner/sponsor, of the largest international conference for the banking sector, which took
place on October 11-14 virtually. During the conference, Profile executives showcased its new
platforms supporting the “Digital Transformation in Action”, with real automation, use of
multiple APIs and many other innovative elements, emphasizing on the challenges for the future
of the banking industry. The main topic of the Sibos conference was the interaction of digital
acceleration, technological innovation and the adoption of diversity and sustainability in the
financial sector.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
16
10. It sponsored The Summit for Asset Management London 2021, (TSAM London live 2021), the
leading asset management summit taking place in London, at the Park Plaza Westminster Bridge
on Οκτωβρίου 13, 2021. Profile Software’s team showcased its award-winning solutions for the
Investment Management with new technologies incorporated to accommodate onboarding,
digital transformation and more via Axia Suite the internationally implemented omni channel
platform for Wealth, Asset and Fund Management and Personal/Private Banking, Robo Advisory
and Custody as well as Centevo Suite Cairo for advanced Fund Management operations and
mobile-first end client solutions. They also showcased the Axia Custody solution which was
upgraded to offer full automation and optimization of modern Custodian Banks processes.
11. Profile was the silver sponsor supporting the 7
th
International Fund Summit Conference on
November 1-2 at the Hilton Hotel, in Nicosia, Cyprus, where it showcased its pioneering and
award-winning Investment Management solutions.
12. The Group participated, as a Platinum Sponsor, at the 11
th
e-Government Forum which was held
online on November 16-18. Profile Software showcased successful implementations in the field
of digital governance and by having an online presence in the conference area. Specifically, the
group executives presented in the section "Technological developments and Digital
implementations of eGovernment" the project of recording/ recording practices in criminal
proceedings for the Ministry of Justice, but also the electronic bulletin, among others. Profile
offered to the conference visitors the opportunity to win an iPad, during their visit to the digital
stand of the company by filling in their details, through a lottery.
13. Profile sponsored the 19
th
Bank Management Conference, which took place online on
November 24, 2021 and showcased its innovative and award-winning solutions for the financial
industry. In our virtual kiosk, the participants were informed about the innovative Digital
Banking, Core Banking, Investment, Treasury and Risk Management solutions.
14. At the end of the year the Group was a gold sponsor of the “digital economy
forum: digitalisation no longer a choice but a necessity”, on December 20, 2021 at the Hilton
Athens hotel, but also online. The conference was organized by the APEC (Association of
Computer and Communications Enterprises of Greece) on an annual basis and it is an institution
for the Greek economy aiming at the promotion of technology in the achievement of digital
reform by encouraging extroversion and innovation. Mr. Evangelos Angelides, the Group’s CEO,
participated in the discussion panel entitled: “Creating an International Hub of Digital
Technology - Investments and Extroversion” presenting the Group's experience in advanced
technology projects and products within and across borders, utilizing modern technologies (AI,
ML, etc.) and practices, while highlighting the confidence of foreign investment firms in the
Group.
SECTION C΄
Anticipated course and evolution of the Group for the financial year 2022
For 2022, the Profile Group's strategy aims to further strengthen extroversion and continue growth in
new markets. The Group systematically strengthens its presence and activities in foreign markets, in
order to fully cover and serve the needs of the banking and investment sector, in which it has significant
expertise, either through existing solutions of the Group, or through acquisitions in markets where the
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
17
Group had no presence till now or can provide software solutions that could be combined with the
existing ones.
However, it should not be overlooked that in view of the Group's highly export-concentrated
orientation, the prospects, results and course of both the Group and the Company are directly related
to the situation and conditions prevailing in the global economy and market (e.g. Ukraine crisis, COVID-
19 pandemic, deterioration of international relations, etc.).
On the other hand, the Greek economy, which in the last decade has experienced the worst crisis in its
post-war history, has managed to recover and enter a medium-term growth trajectory. The upgrade of
Greece's debt, the issuance of low-interest bonds, the improvement of bank financing conditions, the
recovery of confidence in the banking system and the complete abolition of restrictions on capital
movements from 2019, certify the substantial progress made. According to the data to date, and
especially in view of the recent crisis in Ukraine, which has created geopolitical, economic and energy
distortions, as well as the existence of the pandemic, which despite mass vaccination programs,
continues to exist and there is the possibility of new mutations, they are holding back global economic
growth for the year 2022. It should be noted that the Group does not operate in Ukraine through a
subsidiary, nor has it undertaken any project in that country.
The above compose a special environmental mix which is currently difficult to assess, and which in any
case creates a growing insecurity as to drawing definitive conclusions about developments during the
financial year 2022.
In any case, the Management monitors the developments and adjusts the Group's strategy accordingly.
The Group’s priorities for the current year include further improving its position in the markets of the
United Kingdom, France, Cyprus, the United Arab Emirates and Scandinavia as well as infiltrating new
markets, mainly through:
(a) further enhancing the Group’s activity abroad, as long as it maintains and consolidates its presence
with offices, subsidiaries and other representative collaborations in Greece, France, Cyprus, the United
Kingdom, the United Arab Emirates, Singapore and Scandinavia;
(b) hiring of new, specialized personnel;
(c) development and presentation of new operations and innovative products in domestic and foreign
market;
(d) further rationalization of costs, which is already being implemented through restructuring of the
corporate operations and its individual directorates, in order to achieve optimal utilization of the
possibilities provided within the IT industry in global level;
(e) targeted approach of new projects and particularly complex information technology projects.
The flexibility of the internal structure and organization that has already been created by the Group over
the past years, allows it to adapt more quickly and efficiently to the market conditions that are formed
each time, in order to effectively use, if presented, substantial growth opportunities and hedge the
recessionary external environment which occurs due to the pandemic or other factors.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
18
In addition, the investments of previous years aimed at maintaining the competitive advantage and the
development of the Group's operations in sectors with high added value, are expected to continue to
have a beneficial effect on profit margins, both on Group figures and the current financial year.
The Group and in particular the Management of the Company are expected to maintain a development
attitude regarding the presentation of new solutions based on cutting-edge technologies (Axia Suite,
Acumen.plus, RiskAvert as well as the new finuevo suite for core and digital banking which is the
evolution of the Group's banking platforms). In particular, they remain focused on creating innovative
technologies and integrated quality solutions, in order to improve and continuously expand the range
of products produced, with an emphasis on their competitiveness, combined with continuous and
systematic monitoring of market trends and needs, using modern production and development methods
according to international standards.
The Group systematically enhances its presence and its activities in global markets, aiming to provide
integrated solutions and address the needs of the international banking and investment sectors, in
which it is specialized. Additionally, it is worth to mention that the Company also invests in office
activities in countries abroad efficiently.
This includes strengthening the Group's activities both in the Asian region and in the neighboring
geographical areas, increasing the number of specialized staff in the Dubai office for greater penetration
into the wider region through local service and collaborations, while in general the strategy pursued
aims to consolidate the presence of the Company and the Group in these markets of high interest and
dynamics and to promote its specialized products in new markets.
It is particularly important that these efforts are recognized by the international media by awarding
business excellence awards, in connection with the development of new solutions.
SECTION D΄
Main risks and uncertainties
The Company and the Group operate, as is known, in a highly competitive and particularly demanding
international environment, which is changing swiftly and rapidly. During the last years, the Company
and the Group, systematically and with a specific development plan, try to strengthen their extroversion
with steady and safe steps, not single meaningly, but in the geographical areas that are of strategic
interest, with emphasis on cutting-edge technologies and continuous technological upgrade of the
products and solutions they provide, while at the same time developing new activities and promoting
their entry into new markets, in order to further strengthen their competitiveness. At the same time,
they monitor the developments also in the domestic market.
The Company’s specialized know-how, its many years of experience and presence in the field, its
organization and the intense activity of all its executives, its wide renown in combination with the study,
development and marketing of new products, but also the continuous improvement and upgrading of
the existing ones, with emphasis on the quality and the ability of immediate satisfaction of demand but
also of the changing needs of the final customers, as well as the creation of strong infrastructures and
the infiltration of new markets, help the Company and the Group remain competitive, notwithstanding
the inherent problems facing the sector, which problems have intensified especially during the financial
crisis.
The Group's positive financial situation and its significant quality and product differentiation, combined
with the continuous development and upgrading of its products, as well as the Group's expansion into
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
19
new geographical markets, are the main supplies it has to minimize the negative consequences from the
economic crisis of recent years. However, it is expected that during the current financial year, the
Group’s revenues and results will inevitably be affected, owing to the intensity, the duration of the
phenomenon and the lack of liquidity in the market and the emerging global recession for 2021, as a
result of the pandemic, which leads a great part of the broad customer base addressed by the Group to
a suspension of investment plans and the postponement of modernization programs.
The usual financial and other risks to which the Group is exposed and which it is likely to face during the
financial year 2022 are the following:
1. The risk of reduction in demand due to the general recession
Although this specific risk is of a limited extent owing to the special software categories developed and
marketed by the Group, nevertheless, to avoid the reduction in demand due to the greater financial
situation prevailing in the Greek market but also due to the global recessionary environment, a
consequence of the pandemic and the geopolitical and energy crisis, the Group develops a large and
wide range of products in different categories, addressing the international market in order to
counterbalance possible losses in specific market branches. The development and evolution of software
products is based on the uninterrupted everyday monitoring and research of the market and new
technologies, so that on entering new markets it may balance possible losses.
However, in view of the latest negative geopolitical and energy circumstances as well as due to the
unprecedented health crisis in the global economy and market, the said risk is considered real and quite
significant. For this reason, special emphasis is placed on strengthening the extroversion of the Company
and expanding the International presence of the Group, as the geographical dispersion of the Group’s
activities acts as hedging to the recessionary environment.
2. Risk of increased competition by imported businesses
This risk is always real and appreciable in the area where the Group operates, especially if we consider
the fact that barriers to entry are not so strong in this area, as most of the technical terms used to
implement and complete information systems and software product configuration are widespread,
which allows foreign companies to penetrate the market with relative ease, taking advantage of
comparative advantages, especially in terms of sizes.
The Company, having now consolidated its extroverted orientation, confronts this risk with emphasis on
the design and development of quality and modular products, on the systematic and targeted
improvement, upgrade and adaptability of the products already marketed by it, on the representation
of strong and world-renowned houses, on establishing long-term, trusting relationships with its
customer base and on the expansion of its activities abroad. This risk is timeless and in that sense it is
dealt with by the Management of the Company and the Group, always placing special emphasis in the
field of quality and product differentiation and in general, in providing to customers high level services,
while at the same time, by systematic reinforcement of extroversion, it upgrades its role and presence
in the international market, a fact which renders it more resilient in confronting this risk. In addition, the
constant increase in the global market size partially abates the effects of competition, so that the activity
that takes place outside Greece, which constitutes a strategic orientation for the Company in recent
years, compensates for the inevitable losses in the Greek market.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
20
3. Risk of technological developments
The technological developments affect to a high degree the competitiveness of companies operating in
the field of information technology. Companies that operate in the IT industry must be constantly aware
of possible differentiations and developments in existing technology and make the necessary
investments to ensure a high level of technology.
Based on the above, and for the greatest possible reduction of the risk of technological developments,
the Group:
develops products in particularly efficient and internationally recognized platforms;
moves to continuous training and education of the staff in technological matters, in cooperation with
internationally recognized bodies in the field of high technology;
offers innovative applications, corresponding to the complex needs and demands of the market.
For the above reasons, this specific risk is assessed as real, but in any case as absolutely manageable at
this particular period of time.
4. Credit risk
The Management of the Company and the Group, on the basis of its internal principles of operation,
ensures that the sales of goods and services take place towards customers of high credit reliability and
lending capacity. Owing to the expansion of the activities of the Company and the Group abroad, the
said risk is real in relation to customers originating from other countries (especially from countries of
Africa, Asia and S. America) for whom the efficient check of their creditworthiness and reliability is not
always easy. For this reason the Company and the Group constantly develop and evolve internal
mechanisms of operation (regarding the process of negotiations, contracts and project management),
with the view to more completely addressing the specific danger. Within the said context and the
assessment methods available to the Group, it has not faced so far any possible exposures of significant
size, for which no adequate provision has been formed. Therefore, the said risk, although real in view of
the greater negative economic climate, is assessed today as controllable and manageable. However, if
there is a deterioration of the conditions for the development of economic activity in the coming
months, especially in the Greek market, this risk may affect the results of the Company. Note 16 of the
financial statements provides an analysis of customer receivables.
5. Liquidity risk
The Management attaches particular importance to the management of this risk, to its monitoring by
conducting monthly and quarterly forecasts, to the continuous monitoring of cash flows and to the
continuous evaluation and reassessment of the strategy related to its effective management.
In the above context and based on the existing data, this risk is controllable and manageable.
Notes 23, 27 and 28 of the financial statements set out a table of the loans and other liabilities of the
Group.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
21
6. Exchange risk
The Group operates internationally and is therefore at risk of exchange rates arising mainly from the US
Dollar and the British Pound. This type of risk mainly results from commercial transactions in foreign
currency as well as from net investment in economic entities abroad. The Management of the Company
constantly monitors the foreign exchange risks that may arise and evaluates any need to take relevant
measures; however, at the present time this risk is not assessed as significant and is in any case
completely manageable and controllable.
7. Interest rate risk
The risk of interest rates for the Company is not particularly significant, since on the one hand the
Company's borrowing is linked to Euribor and on the other hand the Company has a controlled exposure
to bank lending. The Group's policy is to maintain the total amount of borrowing at variable interest
rates and to intervene correctively, whenever necessary, and at the same time to avoid, to the extent
permitted by business activity in general, exposure to further lending.
The limited exposure of the Group to loan funds makes any change in interest rates unimportant for the
Group's results. It is noted that the Group's cash reserves and cash equivalents exceed all bank loans.
8. Risk from the effects of the spread of COVID-19
The new COVID-19 coronavirus which was first detected in December 2019 in China and has since spread
worldwide, compelling the World Health Organization (WHO) to declare the spread as a pandemic, has
had an extremely adverse impact on both global and domestic economic growth. The impact of
government restrictive measures on entire sectors has been severe; production has been negatively
affected and aggregate demand in the economy has fallen.
Two years after the outbreak of the pandemic, new, more contagious, mutations appear and daily cases
still remain at a particularly high level.
The intensification of vaccination programmes in a multitude of countries around the world has
reinforced hopes for a return to economic and social normality and a return to economic recovery,
mainly from the second half of 2021.
The efforts of the competent authorities worldwide focus on mass vaccination of the population, on the
effective management of the symptoms of the sick, on limiting the further spread and transmission of
the disease, by taking strong preventive measures (movement restrictions, quarantine, mandatory
wearing of masks, etc.) and by mitigating the impact on the global economy, through budgetary
interventions and financial measures.
In view of the above and given the significant presence of the Group in the global market, this risk is
assessed as real, as it may lead to delays in the implementation of existing projects or assignment of
new ones, due to the general uncertainty, insecurity and lack of liquidity prevailing in both the domestic
and international economic environment.
However, at this time no safe conclusions can be drawn regarding the risks, impact and possible effects
of this event on the commercial activity and the financial results of the Company and the Group in
general, due to its activity in areas of Europe, Asia and Africa affected significantly by the spread of the
virus, while the possibility of new pandemic waves or virus mutations that may affect the efficacy of
vaccines administered cannot be excluded.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
22
In any case, the Management of the Company and the Group closely monitors on a daily basis the
developments, evaluates and takes any measures necessary to limit the effects, protect the health and
safety of employees and maintain the business activities of the Group at satisfactory levels. In addition,
government interventions and aid have been used to ensure its operational continuity and
uninterrupted operation and to restrict the impact on the Group's financial situation, financial
performance and results.
On the basis of the developments and the measures taken, and also the Group’s implementations in
progress, neither the Group nor any individual activity thereof, are faced at the time of drafting of the
present Report with the possibility of virus, while interruption (going concern).
9. Risks from climate change
The term 'Climate change' means global climate change due to human activities and caused mainly by
an increase in the concentration of greenhouse gases in the atmosphere.
The Company, recognizing both the risks associated with the phenomenon of climate change and its
obligations in relation to the need to continuously improve its environmental performance, follows a
path of sustainable development and carries out its activities in a way that ensures the protection of the
environment.
To address the risks of climate change, the Company promotes and implements a policy that focuses on
the following axes:
design an emergency plan for the management and reaction to extreme natural phenomena on the
premises of the Group's companies;
assessment of the impact of the Company's activities on the environment, recording and evaluating
potential risks, taking the necessary preventive measures, carrying out regular checks to confirm
implementation and assessing the effectiveness of the measures;
replacement of energy-intensive equipment with new, lower energy requirements;
continuous monitoring of energy consumption and taking measures to further reduce it;
raising awareness and informing the Company's employees about energy saving issues;
continuous information, training and awareness of staff, in a manner adapted to the tasks and needs
of each employee in order to promote an environmentally responsible culture;
motivation of the Company's partners in environmental protection and strengthening their
environmental awareness.
10. Risks from the current developments in Ukraine
Given that the Group does not have a presence in Russia and Ukraine through a subsidiary, there does
not appear to be an immediate risk in terms of both the Group's productive operation or employee
safety. Additionally, there seems to be no direct impact on the Group's turnover since there are no
significant implementations in these countries.
However, given the extroversion of the Group, the management closely follows the developments that
are changing rapidly and whose prediction of the extent and duration of the crisis as well as the possible
consequences it will have on the global economy it is difficult to be predicted at this stage.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
23
SECTION Ε΄
Significant transactions with related parties
The Company and the Group purchase products and services and provide services, according to their
usual activity, to related companies. The transactions with the related parties pursuant to the meaning
of IAS 24 were conducted on the usual market terms.
In particular, this Section includes:
(a) the transactions between the Company and every related party, which substantially affected the
financial position or performance of the Company during the financial year 2021 and
(b) any changes in the transactions between the Company and every related party, described in the
last annual Report, which could materially affect the Company’s financial position or performance
during the financial year 2021.
The Group’s transactions with the related parties are listed below:
Sales
Purchases
Inter
-
company transactions
2021
2020
2021
2020
GLOBAL SOFT
S
.
A
.
125.912
132.032
108.750
251.469
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
2.003.033
810.486
-
-
PROFILE SOFTWARE (UK) Ltd
199.161
516.799
-
-
PROFILE DIGITAL SERVICES
S.A.
2.002.200
1.808.570
-
-
LOGIN S.A.
367.524
659.704
-
128.486
PROFILE TECHNOLOGIES
SINGLE
MEMBER
S.A.
16.818
-
104.400
-
CENTEVO AB
49.900
-
-
-
Total
4.764.548
3.927.591
213.150
379.955
The balances of the Company's receivables and liabilities with the related companies at the end of the
current year are analyzed as follows:
Receivables
Liabilities
Inter
-
company balances
31.12.2021
31.12.2020
31.12.2021
31.12.2020
GLOBAL SOFT
S
.
A
.
18.071
18.920
1.569
40.141
PROFILE SYSTEMS & SOFTWARE (CYPRUS)
LTD
601.455
168.639
-
COMPUTER INTERNATIONAL FRANCHISE
LTD
171.685
171.535
-
PROFILE SOFTWARE (UK) LTD
92.107
280.191
5.225
-
PROFILE DIGITAL SERVICES
S.A
.
157.104
20
-
LOGIN S.A.
-
-
7.272
PROFILE TECHNOLOGIES
SI
NGLE MEMBER
S.A.
25.541
89.456
CENTEVO AB
49.900
Total
1.115.863
639.305
96.250
47.413
The transactions with the related natural persons, as these are defined by the International Accounting
Standard 24, for the financial year 2021 are as follows:
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
24
For the year 2021: Group Company
Remuneration of Directors and members of Management
1.
105
.
840
1.
105
.
840
On top of the above it is noted that:
o There are no transactions with other related parties to the Company, in the sense of the
International Accounting Standard 24, except for the aforementioned.
o No loans or credit facilities in general have been given to members of the Board of Directors or
other Company executives and their families.
o The amounts referred to in the above Table relate to remuneration for the personal services-work
they provide to the Company, remuneration for such performances and transactions of the
members of the Company’s Management and its executives as well as stock options during the said
period.
o During the second year of implementation of the Stock Option Plan to selected executives of the
Company and its affiliates, which Plan as established by virtue of the decision of 16.01.2020 of the
Board of Directors following the authorization granted by the 1st Repeated Annual General Meeting
of Shareholders on May 25, 2018, and in particular, from 01.11.2021 up to 30.11.2021, 110.355
rights of the beneficiaries were exercised, with the sale price of the shares delivered to the
beneficiaries as a result of the exercise of the rights granted to them amounting to EUR 1,70.
o The said transactions do not contain any extraordinary or individualized features, which would
render necessary the further analysis, per related person, thereof.
o Except for the above remunerations, no other transactions subsist between the Company and
executives and members of the Board of Directors.
o There is no transaction whatsoever that has been conducted outside and beyond the usual market
terms.
o There is no transaction whatsoever, the value of which exceeds 10% of the value of the Company’s
assets, as represented in its last published statements.
o There is no transaction whatsoever that is deemed significant, according to the stipulations of the
Circular number 45/2011 of the Capital Market Commission.
SECTION F΄
Explanatory report of the Board of Directors
The present Explanatory Report of the Board of Directors contains additional detailed information
according to paragraphs 7 and 8 of article 4 of l. 3556/2007, constituting a single and integrated part of
the present Report of the Board of Directors.
Share Capital – Own shares
1. Structure of the Company’s share capital
The Company is listed on the Athens Stock Exchange and its shares are publicly traded in total, in the
Athens Stock Exchange market. The Company's shares are intangible, common, and registered after
voting, freely negotiable and transferable.
Following the decision of the Extraordinary General Meeting of the Company's shareholders on March
6, 2020 on an equal increase and decrease of the share capital by the amount of 531.548,69 €, the
Company's share capital amounts to € 5.551.730,71 and is divided into 11.812.193 common, registered
shares, with a nominal value of € 0,47 each.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
25
By virtue of the decision of the Board of Directors of the Company dated 04.12.2020 and in the context
of the annual implementation of the Shareholders' Annual General Meeting approved by the 1st
Repeated Annual Meeting of 25 May 2018, the Company's share capital was increased by the amount
of forty-two thousand nine hundred forty-two Euros and ninety-six cents (€42,942.96), with the issuance
of ninety-one thousand three hundred and sixty-eight (91,368) new common registered shares of
nominal value of forty-seven Euro cents (€0.47) each and a disposal price of one Euros and seventy cents
(€1.70) per share, the difference between the sale price of the above new shares and their nominal
value, of Euro 112,382.64 drawn on a special reserve account "issue of shares at a premium.
By virtue of the decision of the Board of Directors of the Company dated 03.12.2021 and in the context
of the annual implementation of the Shareholders' Annual General Meeting approved by the 1st
Repeated Annual Meeting of 25 May 2018, the Company's share capital was increased by fifty-one
thousand eight hundred and sixty-six euros and eighty-five cents (€51,886.85), with the issuance of one
hundred and ten thousand three hundred and fifty-five (110,355) new common registered shares of a
nominal value of forty-seven cents (€0.47) each and a disposal price of one euro and seventy cents
(€1.70) per share, the difference between the sale price of the above new shares and their nominal
value, from €135,736.65 held in a special reserve account "share premium issue".
As a result, the Company's share capital currently amounts to five million six hundred forty-six thousand
five hundred forty Euro and fifty-two cents (€5,646,540.52) and is divided into twelve million thirteen
thousand nine hundred and sixteen (12,013,916) ordinary, registered shares, with a nominal value of
forty-seven cents (€0.47) each.
All the rights and obligations defined by the law and the Articles of Association of the Company are
derived from each share. The ownership of the share automatically implies the acceptance of the
Company's Articles of Association and the decisions that have been made by the various bodies of the
Company, in accordance with the law and the Articles of Association. Each share provides the right to
one (1) vote, subject to the provisions of Article 50 of l. 4548/2018 in respect of own shares.
The Company on 17/03/22 (in particular after the meeting of the Athens Stock Exchange on Thursday
17/03/22) holds 80.446 own shares, at the average purchase price of 6,2215 Euro per share, which
constitute approximately 0,67% of its share capital and voting rights related thereto.
2. Restrictions as to the transfer of Company shares
The transfer of Company shares is conducted as defined by law and there are no restrictions in its Articles
of Association in respect of their transfer, especially since these are intangible shares listed on the
regulated market of the Athens Stock Exchange.
3. Significant direct or indirect participations in the sense of l. 3556/2007
The information referring to the number of shares and the voting rights of the persons who have
significant participations, have been drawn from the share register kept by the Company and from the
notifications that have been legally received by the Company. The significant participations of the
Company are the following:
“GLOBALSOFT DEVELOPMENT AND MARKETING OF SOFTWARE AND COMPUTING SYSTEMS
MATERIAL SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company
participates with 97.09%;
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
26
“PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD”, with registered office in Cyprus, in which the
Company participates with 100%;
“COMPUTER INTERNATIONAL FRANCHISE LIMITED LIABILITY COMPANY”, with registered office in
Nea Smyrni, Attica, in which the Company participates with 50.18%. In relation to the said Limited
Liability Company it is noted that it has been dissolved and is currently under liquidation, that has
not been yet concluded;
“PROFILE SOFTWARE (UK) LTD”, with registered office in the United Kingdom, in which the above
Cypriot subsidiary participates with 100%;
“PROFILE DIGITAL RECORDING, STORAGE AND RELEASE OF MINUTES OF COURT MEETINGS SOCIETE
ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company participates with
100%;
“LOGIN S.A.”, with registered office in France, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
participates with 99.92% and PROFILE SOFTWARE (UK) LTD with 0.08%;
“PROFILE TECHNOLOGIES COMMERCAIL AND INDUSTRIAL COMPANY SINGLE MEMBER SOCIETE
ANONYME”, with registered office in Thessaloniki, in which the Company participates with 100%;
“CENTEVO A.B.”, with registered office in Stockholm, Sweden and presence through a branch in Oslo,
Norway, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD participates with 100%.
Furthermore, the significant direct or indirect participations in the share capital and the voting rights of
the Company pursuant to the provisions of articles 9 to 11 of l. 3556/2007 are the following:
i. Charalampos Stasinopoulos: 3.571.997 shares and voting rights (a percentage of 29,730%).
ii. Latover Holdings Limited (owned by Mr. Char. Stasinopoulos): 1.771.830 shares and voting rights (a
percentage of 14,748 %).
4. Shares providing special control rights
There are no shares which provide special control rights.
5. Restrictions to the right of vote
The Company’s Articles of Association do not provide for any restrictions to the right of vote derived
from its shares, nor does the Company has been notified of such restrictions.
6. Agreements of shareholders of the Company
The Company is not aware of any agreements between shareholders, which entail restrictions to the
transfer of shares or to the exercise of the rights of vote.
7. Rules of appointment and replacement of members of the Board of Directors and of amendment
of the Articles of Association
In respect of the appointment and replacement of members of the Company’s Board of Directors and
of issues related to the amendment of its Articles of Association, no rules subsist today that differ from
the provisions of L. 4548/2018, as currently in force.
8. Responsibility of the BoD for the issuance of new shares or reacquisition of equity shares (treasure
shares)
There is no permanent special responsibility of the Board of Directors or of certain of its members for
the issuance of new shares or the reacquisition of equity shares according to article 49 of l. 4548/2018.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
27
The relevant responsibility and power to the Board of Directors is always provided by virtue of a relevant
decision of the Company’s General Meeting of shareholders.
Already, the annual Ordinary General Meeting of the Company’s shareholders of May 7
th
2020, decided,
inter alia, the purchase by the Company, pursuant to the provisions article 49 of l. 4548/2018, within a
period of twenty four (24) months from the date the said decision was reached, i.e. until May 7
th
2020
at the latest, of one million shares (1.000.000) at maximum (included and aggregated in relation to the
above limit of own shares already acquired by the Company in the context of a previous treasury share
acquisition plan), which correspond to a percentage smaller than 10% of the existing Company shares,
with a purchase price range from fifty cents to a Euro (€ 0,50) per share (minimum limit) to eight Euro
(€ 8,00) per share (maximum limit), while at the same time, provided the Board of Directors with the
authorization for the appropriate implementation of the said procedure.
The Company, during the closing financial year 2021 proceeded to the purchase of 309.679 equity
registered shares, at the average purchase price of 5,0848 Euro per share, which correspond to 2,58%
of its share capital.
At the same time, on November 16th 2021, it proceeded to the sale of 330.000 equity shares at the sale
price of 5,96 Euro per share.
Within the current year 2022 and by March 17
th
the Company has purchased 54.067 equity common
registered shares, at the average purchase price of 6,4592 Euro per share, which correspond to 0,45%
of its share capital.
9. Important agreements that take effect, are amended or expire in the event of a change in the
Company’s control, upon a public offer.
No important agreement exists whatsoever, entered into by the Company, which takes effect, is
amended or expires in the event of a change in the Company’s control, following a public offer.
10. Important agreements with members of the BoD or the Company’s staff.
Between the Company and the members of the Board of Directors or its staff, there is only one
agreement (and in particular between the Company and its Managing Director and President of the
BoD), which provides for special compensation, in the events of redundancy or dismissal without
substantial reason or termination of office or engagement owing to any public offer.
SECTION G΄
Information on employment and environmental issues
(1) On 31.12.2021 the Group was found to be employing 177 permanently employed individuals and the
Company 98 individuals, respectively, against 141 and 105 individuals employed on 31.12.2020. It should
be noted that the relations of the Company with its staff are excellent and there are no work problems
arising, in general, as one of the basic priorities of the Company is the up-keeping and reinforcing a
climate of working peace and the constant improvement of the working conditions, to achieve the
maximum utilization of the human recourses, in a productive level. The Company daily takes care to
administer all the necessary measures and to adopt practices, in order to fully and completely comply
with the applicable provisions of labor and insurance legislation. One of the basic principles governing
the operation of the Group is the continuous training of the staff and the strengthening of the corporate
consciousness at all levels of the functions and activities of the Group.
(a) Diversification and equal opportunities policy
The Management of the Group does not discriminate on recruitments, salaries and promotions on the
basis of sex, tribe, religion, skin color, nationality, religious beliefs, age, family status, sexual preferences,
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
28
participation in trade unions or any other characteristics whatsoever. The only factors taken into
consideration are the training, specialization, experience, efficiency and the individual’s abilities in
general, while it encourages and advises all employees to respect the diversity in every employee,
customer and supplier of the Group and to not tolerate any behavior which is likely to create
discriminations of any form.
(b) Respect of the rights of employees
The Management of the Group upheld, without deviation, the current labor legislation and respects the
relevant provisions and stipulations on child labor, human rights and the possibility of participation of
the employees in trade unions.
(c) Hygiene and safety at work
The protection of health and safety of the employees constitutes a top priority for the Management of
the Group, which monitors and systematically checks all risks that are likely to arise from its activity and
takes all necessary preventive measures for the prevention of accidents, while all employees attend
training seminars on issues of health and safety at work. The Group's Management also ensures the
observance of fire safety rules, the response to emergency events and the training of staff in fire
protection, firefighting, use of portable fire extinguishers and the preparation of readiness exercises
with the aim to prevent and confront exceptional occurrences.
(d) Employee training and development
The business success of both the Group and especially the Company is based on its people. The Company
provides a working environment characterized by stability, so that all employees are motivated to be
productive and focused on achieving the best result, to take initiatives for the benefit of the corporate
interest and to manage their personal development with zeal and integrity. Through the Human
Resources Department, the Company's Management distinguishes the skills of employees and places
them in positions where they will contribute to the maximum degree and will be able to be
distinguished.
(2) The Group recognizes the need for continuous improvement of environmental performance based
on the principles of sustainable development and in compliance with legislation and international
standards aims at a balanced economic development in harmony with the natural environment.
Following a path of sustainable development, it carries out its activities in a way that ensures on the one
hand the protection of the environment and on the other hand the hygiene and safety of its employees.
The Group seeks to improve the overall behavior of its employees both in terms of environmental
pollution prevention and recycling and environmental management and endeavors to establish the
concept of ecological sensitivity across the workers' pyramid.
In collaboration with “KLIMAKA”, a non-profit organization that cares for the socially disadvantaged,
collects and compresses paper for recycling, which not only helps protect the environment but also
provides food and shelter to the homeless who participate in recycling and collection. Furthermore, the
Company is an active supporter of "Think Before You Print", by including its logo in all its electronic
communications.
SECTION Η΄
Other information- Significant events after the 31
st
December 2021 and up to the drafting of the
present Annual Report
1. Through continuous monitoring of the market, the Company aims to develop new products and to
upgrade and further evolve the existing ones, with the view to more fully meeting the ever-changing
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
29
needs of the market and adapting to customer requirements. The Research and Development works are
carried out by specialized consultants of the Company in the individual Units with vertical and perfect
knowledge and experience for each product or solution that is developed as well as in collaboration with
the Sales and Marketing Departments for the required market and customer research, where required.
2. None of the companies participating in the consolidation have any shares or units of par. 1e of article
26 of l. 4308/2014, except for the parent Company. The equity shares held by the Company are
mentioned in Section F’ hereof.
3. In reference to the anticipated development of the Company as well as of the companies included in
the consolidation, Section C’ of the present Report sets out a relevant analysis.
4. There are no other significant events that took place after the expiry of the closing financial year 2021
and up to the date of approval of the present Report, which have a significant impact on the financial
statements and therefore need special mention and reference in the present Report.
SECTION I΄
CORPORATE GOVERNANCE STATEMENT
(The present Statement is drafted according to article 152 of l. 4548/2018 and forms a part of the
Annual Report of the Company’s BoD)
CONTENTS
INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Meaning
1.2 Corporate governance regulatory framework
2. HELLENIC CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the new Corporate Governance Code
2.2 Deviations from the Corporate Governance Code and reasoning thereof. Special provisions of the
Code that are not applied by the Company and explanation of the reasons for non-application
2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
PART Α΄ - BOARD OF DIRECTORS
Ι. Role and responsibilities of the Board of Directors
ΙΙ. Size and composition of the Board of Directors
ΙΙΙ. Operation of the Board of Directors
ΙV. Information on the existing Board of Directors
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
30
PART Β΄ - COMMITTEES
Ι. Audit Committee
ΙΙ. Remuneration and Nomination Committee
PART C΄ - GENERAL MEETING
PART D΄ - INTERNAL CONTROLS SYSTEM AND RISK MANAGEMENT
Ι. Internal control
ΙΙ. Risk management
PART Ε΄ - ADDITIONAL INFORMATION
PART F΄ - SPECIAL DECLARATIONS
ΜΕΡΟΣ G΄ - SUSTAINABLE DEVELOPMENT POLICY
INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Meaning
According to the Principles of Corporate Governance of the Organisation for Economic Cooperation and
Development (OECD), corporate governance means a system of relations between the Management of
the Company, the shareholders, the employees and any other interested party, aiming at the creation,
development and sustainability of strong, healthy and competitive businesses.
As a set of principles, corporate governance is in fact a matter of self-regulation, i.e. it is not limited to
the application of mandatory provisions and regulations by law, but is based on voluntary acceptance
and application of rules understood as specific practices.
Based on these rules, the management is exercised, monitored, organized and controlled, the corporate
functions are performed, the relations with the shareholders and external actors (shareholders,
suppliers, customers, public administration, etc.) that are interconnected with the Company are shaped,
the objectives set are achieved, existing or potential risks are identified and managed.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
31
The promotion of corporate governance principles aims at increasing the credibility of the Greek capital
market towards international and domestic investors, enhancing transparency, improving the
competitiveness of Greek companies and strengthening their internal operating structures. Moreover,
a framework of good and adequate corporate governance can, through the consolidation of trust in the
business environment, reconcile, in an effective and beneficial way, the interests of businesses, citizens
and society.
1.2 Corporate governance regulatory framework
In our country, the corporate governance framework for public limited companies whose securities are
listed on a regulated market consists on the one hand of the adoption of mandatory law rules, and on
the other hand of the application of the principles of corporate governance, as well as the adoption of
best practices and recommendations through self-regulation.
In particular, this framework includes:
a) Law 4706/2020 (Government Gazette A'136/17.07.2020), with the provisions of which the legislative
framework for corporate governance is substantially reformed and updated, taking into account the
changes in the legislative and regulatory framework governing the action of listed companies at EU level,
during the period since the introduction of Law 3016/2002 (initial legislation on corporate governance)
until today, as well as the current trends in the issue of corporate governance. In particular, the new
regulations seek to substantially upgrade the required organisational structures and corporate
governance procedures of public limited liability companies, so that they meet the increased
requirements of the modern capital market, while at the same time not affecting the operational and
decisive autonomy of the business entity. The aim of the new legislation is to consolidate good and
effective governance practices and thereby enhance the confidence of their shareholders or potential
shareholders.
(b) the decisions of the Hellenic Capital Market Commission issued pursuant to the aforementioned law,
(c) certain provisions of l. 4548/2018 and
(d) the principles, best practices and self-regulatory recommendations incorporated in the new Greek
Corporate Governance Code, which was drafted by the Hellenic Corporate Governance Council (HGC) in
June 2021 and replaced the Code in force since October 2013.
2. HELLENIC CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the new Corporate Governance Code
The Company, in compliance with the provisions of article 17 par. 1 of l. 4706/2020, proceeded by virtue
of the relevant decision of its Board of Directors dated 15.07.2021 to the adoption and implementation
of the new Greek Corporate Governance Code (available at https://www.esed.org.gr), in which (Code)
states that it is subject to the following detailed deviations and exceptions.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
32
2.2 Deviations from the Corporate Governance Code and reasoning thereof.
Special provisions of the Code that are not applied by the Company and explanation of the reasons
for non-application
The central objective of the current Greek Code of Corporate Governance (hereinafter referred to for
the sake of brevity as "Code" or "KED") is the creation of an accessible and understandable reference
guide, which sets in a single text, high (higher than mandatory) requirements and standards of corporate
governance.
In particular, the Code does not address issues that constitute mandatory legislation (laws and
regulatory decisions), instead establishes principles beyond the mandatory framework of corporate
governance legislation and addresses those issues that are either: (a) not regulated, or (b) regulated,
but the current framework allows for choice or derogation, or (c) regulated in their minimum content.
In these cases, the Code either supplements the mandatory provisions or introduces stricter principles,
drawing on experience from European and international best practices, always taking into account the
characteristics of the Greek business and the Greek stock market.
This principle requires companies applying the Code either to comply with all its provisions or to explain,
on justified grounds, the reasons for not complying with its specific practices. The explanation of the
reasons for non-compliance should not be limited to a mere indication of the practice with which the
company does not comply, but should be justified in a specific, specific, comprehensible, substantive
and convincing manner.
The Company first confirms with this Statement that it faithfully and strictly applies the applicable
provisions of the Greek legislation regarding corporate governance, as currently in force (Law
4706/2020, l. 4548/2018 and l. 4449/2017).
However, in relation to the specific practices and principles established by the Code, there are at this
point in time some deviations (including in the case of non-application), for which deviations are
followed by an analysis and explanation of the reasons justifying them.
In particular, the existing divergences in relation to the specific practices and principles established by
the Code are the following:
Non-executive members of the Management Board shall not meet at least once a year, or
exceptionally when deemed appropriate without the presence of executive members, in order to
discuss the performance of the latter.
This deviation is justified by the fact that the Company has a Committee for the Remuneration and
Nomination of Nominations (EPAY) which consists of non-executive members of the Board of Directors
and independently in their majority, which monitors and periodically evaluates the adequacy, suitability,
abilities and skills, experience, individual performance and effectiveness of all members of the Board of
Directors, and especially of the executive members, who are responsible for the implementation of the
Company's strategy and the achievement of its objectives. Besides, among the members of the Board
of Directors there is full transparency and whenever there is a relevant need or there is any weakness
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or any malfunction, there are thorough discussions, in which the problems presented are analyzed and
criticized in statements, actions or decisions of its members, without exception.
The Board of Directors has not established an Operating Regulation, which at least describes the
way it meets and takes decisions and the procedures it follow.
This discrepancy is explained by the fact that the provisions of the Company's Articles of Association and
Internal Rules of Procedure in conjunction with the existing legislative framework (Law 4548/2018 and
4706/2020) are considered to be fully adequate, reasonable and satisfactory for the overall organisation
and operation of the Board of Directors, ensure the full, correct, effective and timely fulfillment of its
duties and the adequate consideration of all issues on which it is called to take decisions and form a
flexible and effective framework of meetings and decision-making.
The President shall not be chosen from among independent non-executive members. Although the
President is chosen from among the non-executive members, no independent non-executive member
is appointed, either as Vice-President or Senior Independent Director.
This deviation is justified by the desire of the Company's Management not to further burden the
independent non-executive members of the Board of Directors with additional duties and
responsibilities, due to the important role they are required to play in the specific Committees in which
they participate (Audit Committee and Committee on Remuneration and Nomination). After all, the
appointment of an independent non-executive member as Vice-Chairman would make it necessary for
the member to provide daily and substantial assistance to the Chairman of the Board, especially during
for the process of functioning and for the operation of the Board, which may be a deterrent to and the
obligation for the independent non-executive member to devote sufficient and necessary time in the
performance of his other duties.
However, it is noted that the Company complies with the provision of Article 8 par. 2 of l. 4706/2020,
since the Vice Chairman of the Board of Directors is a non-executive member thereof.
The Company does not have a succession plan for the CEO.
This deviation is justified by the recent establishment of a Candidacy Committee and its proper
organisation, staffing and operation. The fundamental responsibilities of the above Committee include
the planning of the succession of the members of the Board of Directors, among which the Company's
CEO is consistently included, as well as the identification and proposal of the appropriate candidates for
the filling of the Board of Directors' positions. The Remuneration and Nomination Committee, despite
the absence of a specific succession plan of the Chief Executive Officer, ensures the identification of the
required qualitative characteristics (knowledge, experience, skills) that the person of the Chief Executive
Officer should gather, based on the needs and scope of the Company's business and the wider
developments in the sector in which the Company operates, identifies the desired profile of the
position, identifies and evaluates potential internal and/or external candidates and is in constant
communication and dialogue with the existing Chief Executive Officer regarding the assessment of the
qualifications, skills and other skills that the person to whom the key position of the Chief Executive
Officer will be attributed must meet.
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The maturity of the options is set (for part of them) less than three (3) years from the date they are
granted to the executive members of the Board of Directors.
The present deviation is due to the preparation and approval by the Board of Directors, in the context
of the relevant authorization granted by the 1st Repeated Annual General Meeting of shareholders on
May 25, 2018, of the existing share disposal program for specific executives, which provide services to
the Company and its affiliated companies on a permanent basis, for the purpose of rewarding, on the
one hand, the active participation in the achievement of the corporate purpose (especially during the
current period with the particularly increased requirements of the digitisation of the economy and the
action of the State) and, on the other hand, the strengthening of the long-term credit (Ioyalty scheme),
in the form of an option to acquire shares, in accordance with the provisions of article 113 of Law
4548/2018, at a time prior to the entry into force of the existing Code of Corporate Governance.
It is noted, for the sake of completeness of the explanation of the present deviation, that the main
characteristics of the program, which was adopted pursuant to the decision of the Board of Directors of
the Company dated 16.01.2020, consist of the following:
• the duration of the Program is set until the year 2025, in the sense that the rights to be granted to the
Beneficiaries may be exercised until November 2025;
• the share capital of the Company will be adjusted accordingly and in accordance with the rights
exercised by the beneficiaries by decision of the Board of Directors in accordance with the legal provisions
and the terms hereof;
• beneficiaries of the Program are selected (currently 52) executives of the Company and its affiliated
companies which have been selected based on their position of responsibility, past service, achievement
of goals and overall evaluation;
• the number of rights to be allocated under the Programme may be up to six hundred thousand
(600,000), for its total duration (until 2025), consequently, the maximum number of shares to be issued
if the Board of Directors grants the maximum number of rights and the beneficiaries exercise all of them,
may not exceed 600,000 shares;
• the rights conferred give each beneficiary the right to participate in the increase of the Company's share
capital for a number of shares of the Company equal to the number of rights granted;
• the rights will mature in stages as follows:
(a) on 17th November of the first year following that in which the rights were granted, it shall mature at
the rate of 33% of the rights granted;
(b) on 1st November of the second year following that in which the rights are granted, it shall mature at
the rate of 33% of the rights granted;
(c) on 1st November of the third year following that in which the rights were granted, it shall mature at
the rate of 34% of the rights granted;
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• executives with more than two (2) years of service receive 100% of the rights that are attributable to
them, while executives with up to two (2) years of service receive 50% of the rights that are attributable
to them until the completion of the first year of service and the remaining 50% after the fulfillment of the
condition of two years' service;
• the sale price of the shares to be delivered to the beneficiaries due to the exercise of the rights granted
to them, amounts to €1.70.
• the deadline for the submission of a declaration for the exercise of the right starts on 1 November and
ends on 15 November of each year of the Programme starting from the year 2020;
• the deadline for the payment of the exercise price starts on November 16th and ends on November
30th of each year of the Program, starting from the year 2020.
The contracts of the executive members of the Board of Directors do not provide that the Board of
Directors may require the return of all or part of the bonus that has been awarded, due to a breach of
contractual terms or inaccurate financial statements of previous fiscal years or generally based on
incorrect financial data, used for the calculation of this bonus.
This deviation is justified by the fact that the Company's Financial Management takes all necessary
measures in order for any rights to receive extraordinary remuneration (bonus) to mature and be paid
only after the audit and final approval of the annual financial statements and to avoid the phenomenon
of bonus payments based on incorrect or inaccurate financial statements.
However, and for the purpose of complying with the aforementioned requirement of the CCP, the
Company's Management is considering the introduction into the existing contracts of the executive
members of the Board of Directors of a relevant additional provision regarding the right of the Board of
Directors to demand the return of all or part of any bonus awarded due to breach of contractual terms
or inaccurate financial statements or incorrect financial information.
The Board of Directors is not supported by a corporate secretary.
Furthermore, all members of the Board of Directors have the opportunity to have recourse, if necessary,
to the services of the Company's legal advisers, in order to ensure its smooth and efficient operation,
the proper and effective compliance of an instrument with internal procedures and policies, as well as
the applicable legislative and regulatory framework in general.
The Company, for the purpose of removing this deviation, intends to examine in the near future the
need to establish the position of corporate secretary in order to further enhance the effective
functioning of the Board of Directors and to provide all necessary assistance to its members.
The Board of Directors shall not annually evaluate its effectiveness, the fulfilment of its duties and
the performance of its Committees.
This deviation is justified by the fact that the effectiveness, performance and proper fulfillment of the
duties of the Board of Directors, collectively and individually, is assessed on an annual basis by the
Ordinary General Meeting of Shareholders, which is the supreme body of the Company. The approval of
the overall management and general governance of the Company, which is mandatory among the items
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on the agenda of the Ordinary General Meeting of Shareholders, constitutes a renewal of the trust of
this body towards the members of the Board of Directors and constitutes a practical assurance of its
proper and effective operation, the proper promotion of the corporate objectives and activities and the
implementation of the Company's strategic plan in accordance with the set schedules.
The Company, for the purpose of removing this deviation, intends to proceed in the near future with
the preparation and adoption of a procedure and policy regarding the annual evaluation of the
performance and effectiveness of both it and its specialised Committees.
The Board of Directors does not provide under the guidance of the Nominations Committee for the
annual evaluation of the CEO's performance.
This deviation is justified by the existence of a Committee for the Remuneration and Nomination of
Nominations, which is a more specific Committee of the Board of Directors, the main tasks and
responsibilities of which include the evaluation, among others, of the performance of the existing Board
of Directors and the compliance of its members with the specific criteria of individual and collective
suitability of the Suitability Policy established and implemented by the Company. Taking into account
that the CEO of the Company traditionally and consistently comes from the members of the Board of
Directors, it is obvious that the proper fulfillment of the powers, duties and responsibilities assigned to
him, the implementation of the corporate strategy and the execution of the decisions of the Board of
Directors and therefore the evaluation of its performance and effectiveness is fully and thoroughly
audited, in order to ensure the Company's business continuity and the Group's viability. The
performance of each of the members of the Board of Directors, let alone the Chief Executive Officer, in
no way escapes the attention of the Committee on Remuneration and Nomination, which ensures
methodically, systematically and continuously that the Board of Directors is staffed with the most
competent and sufficient members.
The results of the evaluation of the Board of Directors are not disclosed and discussed in the Board
of Directors and therefore the Board of Directors does not take measures to address any identified
weaknesses, following the evaluation.
This deviation is inextricably linked to the absence, as mentioned above, of an evaluation procedure of
the Board of Directors, however, in any case the Committee on Compensation and Nomination of
Nominations during the examination and fulfillment process by the members of the Board of Directors
of the criteria and conditions provided for in the Suitability Policy, adopted by the Company, shall
immediately notify the Board of any weaknesses or deficiencies, in order for the latter to take the
appropriate measures (e.g. providing additional training to its members), or even to revoke/replace
them. Among the members of the Board of Directors, there are no compartmentalised and no executive
or non-executive members are excluded from criticism whenever there is a need, the improper
fulfillment of their duties or the non-fulfillment of the commitments and obligations arising from their
capacity.
The Board of Directors does not include in the Corporate Governance Statement a summary
description of the process of individual and collective evaluation of this and its Committees, as well as
a summary of any findings and corrective actions.
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Also the present deviation is the result of the aforementioned deviation for the absence of an expressly
established procedure for evaluating the performance and effectiveness of the Board of Directors and
its Committees.
It is self-evident that after the drafting of the relevant policy, a description of the procedure and a
summary of any findings as well as the necessary and necessary corrective actions will take place in the
Corporate Governance Statement.
The Board of Directors does not describe in the Annual Report how the interests of major
stakeholders have been taken into account in its discussions and decision-making.
The present deviation is due to the first period of application of the new CSR, while the Company's
Management is considering the assignment of the mandate for the preparation of a relevant Corporate
Responsibility/Corporate Social Responsibility Report to an Audit Company of known standing, and
therefore a detailed identification of the parties of importance to the Company, a description of these
interests and a reference to the Annual Report of the way in which their interests were taken into
account during the decision-making process on behalf of the Board of Directors will take place soon.
The publications on the Company's management and performance in terms of sustainable
development (ESG) are not available to shareholders and stakeholders.
Also this deviation is due to the first period of application of the new CSR and to the consideration by
the Company's Management of the possibility of entrustment, as mentioned in the immediately
preceding deviation, to an Audit Company of recognized prestige of the mandate for the preparation of
a relevant Corporate Responsibility/Corporate Social Responsibility Report, in which the Company's
performance in environmental, social and corporate governance (Environment, Social, Governance) will
be recorded accurately, objectively and impartially and will reflect its ability to create value and
formulate effective strategies over the long term, while through the publication of this Report on the
Company's website the relevant information will be made readily available to interested parties,
shareholders and investors in general.
The above, limited in any case, deviations from the special practices established by the new CPC cannot
be considered to be subject to any strict time limit, taking into account in addition the fact that the
Code entered into force only on 17.07.2021, i.e. on the date of entry into force of Articles 1 to 24 of Law
4706/2020 and therefore this is essentially the first period of its application.
The Company examines with due care and diligence the aforementioned existing deviations from the
special practices established by the CEA and investigates compliance with them to the extent and to the
extent that compliance does not conflict with the principles, philosophy, organization and values of the
Company as well as the need to ensure the effective operation and promotion of its long-term success.
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2.3 Corporate governance practices applied by the Company in addition to the provisions of the law
The Company faithfully administers the text provisions of the above legislative framework regarding
corporate governance, while currently there are no applied practices in addition to the provisions of the
law.
PART Α΄ - BOARD OF DIRECTORS
Ι. Role and responsibilities of the Board of Directors
1.1 The Company is managed by the Board of Directors, which is responsible for deciding on any action
related to the management of the Company, the management of its property, its judicial and
extrajudicial representation and the general pursuit of its purpose.
1.2 The Company’s Board of Directors is responsible for:
• the pursuit of strengthening the long-term economic value of the Company;
• the protection of the general corporate interest and the interest of shareholders;
• the guarantee of the Company’s compliance with the legislation in force;
• the consolidation of transparency and corporate values across the operations and activities of the
Group;
• the monitoring and resolving any occasions of conflict of interest between members of the BoD,
directors and shareholders and the Company’s interests.
1.3 The Board of Directors may assign the exercise of all or part of its powers and responsibilities (except
for those that require collective action) as well as the internal control of the Company and its
representation, to one or more persons, non-members or, if the law does not forbid, to members of the
Board of Directors, determining at the same time the extent of this assignment. In any case, the
responsibilities of the Board of Directors are without prejudice to articles 19 and 99 100 of l. 4548/2018,
as in force.
1.4 Obligations of the members of the Board of Directors
1.4.1 General
The members of the Board of Directors must, in the exercise of their duties and responsibilities, comply
with the law, the Articles of Association and the legal decisions of the General Meeting. They must do
their utmost to carry out their duties, manage corporate affairs in order to promote the corporate
interest, supervise the execution of the decisions of the Board of Directors and the General Meeting and
inform the other members of it about corporate affairs. This care is judged on the basis of the capacity
of each member and the duties assigned to him / her by law, the articles of association or by decision of
the competent corporate bodies.
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1.4.2 Obligation of loyalty - Conflicts of interest
The members of the Board of Directors have an obligation of loyalty to the Company. In particular they
have the obligation:
(a) Not to pursue same interests that are contrary to the interests of the company.
(b) To disclose promptly and adequately to the other members of the Board of Directors their own
interests, which may arise from transactions of the Company, which fall within their duties, as well as
any conflict of their interests with those of the Company or its affiliates within the meaning of article 32
of Law 4308/2014, which arises in the exercise of their duties. They shall also reveal any conflict of the
company's interests with the interests of the persons referred to in paragraph 2 of the article 99 of the
Law 4548/2018, as long as they relate to these persons. An adequate reveal shall be considered the one
which includes a description of both the transaction and the interests.
(c) To maintain strict confidentiality regarding the Company's corporate affairs and the Company's
secrets, which were made known to them due to their capacity as directors.
(d) A member of the Board of Directors shall not have the rights to vote on matters in which there is a
conflict of interest with his own company or with persons with whom he is related in a relationship
subject to paragraph 2 of the article 99 of the l. 4548/2018. In such cases the decisions shall be taken by
the other members of the Board of Directors, and if the voting power is not so many members so that
the others do not form a quorum, the other members of the Board of Directors, irrespective of their
number, shall convene a General Meeting for the sole purpose of taking this decision.
1.4.3 Non-competition
It shall be forbidden for the members of the Board of Directors who are in any way involved in the
management of the company, as well as for its managers, without the permission of the General
Meeting, for them or for third parties, to take acts that fall under the purposes of the company, as well
as participate as general partners or as sole shareholders or partners in companies pursuing such
purposes.
In the event of a culpable violation of the prohibition of the previous paragraph, the company shall have
the right to claim damages. However, instead of compensation, it can require the acts taken on behalf
of the director himself or the manager to be considered as having been carried out on behalf of the
company and for the acts made on behalf of a third party, to be given to the company the remuneration
for the intermediation or the relevant requirement be assigned to it.
These claims shall lapse one (1) year after the above acts were announced at a meeting of the Board of
Directors or notified to the Company. The limitation period shall, however, be five years (5) after the
prohibited act has taken effect.
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ΙΙ. Size and composition of the Board of Directors
2.1 Composition of the Board of Directors
2.1.1 Pursuant to article19 par. 1 of the Company's current Articles of Association, the Board of Directors
consists of five (5) to eleven (11) members, who are elected by the General Meeting of Shareholders by
an absolute majority of the votes represented at the Meeting.
2.1.2 The members of the Board of Directors may be shareholders of the Company or not. A member of
the board may also be a legal person. In this case, the legal person shall be required to appoint a natural
person for the exercise of the legal person's powers as a member of the Board of Directors. The natural
person shall be jointly liable with the legal person for the company's administration.
2.1.3 The members of the Board of Directors are always re-electable and freely revocable by the General
Meeting, regardless of the time of expiry of their term of office.
2.1.4 The General Meeting may also elect alternate members, equal to the number of ordinary
members. Alternates may only be used to replace members of the Board of Directors who have resigned,
died or lost their status in any other way.
2.2 Term of the Board of Directors
The term of office of the members of the Board of Directors is five years, extended until the expiry of
the deadline within which the next Ordinary General Meeting must meet and until the relevant decision
is taken, but in no case may it exceed six years.
2.3 Participation in the meetings of the Board of Directors
2.3.1 Each director must consistently participate in the meetings of the Board of Directors and devote
the time necessary for the effective and effective performance of his duties.
2.4 Replacement of Directors
2.4.1 Without prejudice to the provisions of Law 4706/2020 on corporate governance, in the event of
resignation, death or in any other way loss of membership or members of the Board of Directors, the
latter may elect members to replace the deceased members. This election is permitted if the
replacement is not possible by alternates, who may have been elected by the General Meeting. The
election of the Board of Directors is done by decision of the remaining members, if it is at least three (3),
and is valid for the remainder of the term of the Member replaced. The decision of the election is
disclosed in pursuance of Article 13 of Law 4548/2018 and is announced by the Board of Directors at the
next General Meeting, which can replace the elected, even if there is no relevant item on the agenda.
2.4.2 It is expressly stated that, in case of resignation, death or in any other way the loss of the
membership of the Board of Directors, the remaining members may continue the management and
representation of the company without replacing the missing members in accordance with the previous
provided that their number exceeds half of the members, as they had before the occurrence of the
above events. In any case these members may not be less than three (3).
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2.4.3 The remaining members of the Board of Directors, irrespective of their number, may convene a
General Meeting for the sole purpose of electing a new Board of Directors.
2.5 Distinction between executive and non-executive members of the Board of Directors
2.5.1 The executive members of the Board of Directors are responsible for the management issues
related to the day-to-day operation of the Company as well as for the implementation of the strategy
determined by the Board of Directors. The executive members shall regularly consult the non-executive
members of the Governing Council on the appropriateness of the strategy implemented.
In the event of crises or risks, as well as when circumstances require that measures be taken which are
reasonably expected to have a material effect on the Company, such as when decisions are to be taken
regarding the development of the business and the risks assumed, which are expected to affect the
financial situation of the Company, the executive members shall inform the Board of Directors in writing
without delay, either jointly or separately, by submitting a relevant report with their assessments and
proposals.
2.5.2 Non-executive members of the Board of Directors, including independent non-executive members,
are responsible for promoting the corporate objectives and issues and safeguarding the interests of the
Company and have, in particular, the following obligations:
(a) monitor and examine the Company's strategy and its implementation, as well as the achievement of
its objectives;
(b) ensure the effective supervision of executive members, including the monitoring and control of their
performance;
(c) examine and express views on proposals made by executive members, on the basis of existing
information;
(d) contribute, through constructive criticism, to the development of strategic proposals for all Company
affairs.
ΙΙΙ. Operation of the Board of Directors
3.1 Formation of the Board of Directors as a body
The Board of Directors shall meet immediately after its election and shall form a body, electing its
Chairman and Vice-President. The Board of Directors may elect one or two Managing Directors from
among its members only, at the same time determining their responsibilities. The President of the Board
of Directors shall direct the meetings. The President, when he is absent or indisposed, is replaced
throughout the scope of his responsibilities by the Vice President and the Managing Director, when he
is indisposed, following a decision of the Board of Directors. In the absence of a Chairman or an alternate,
the shareholder with the largest number of voting shares may act as Chairman on a temporary basis.
3.2 Meetings of the Board of Directors
3.2.1 The Board of Directors meets whenever the law, the Articles of Association or the needs of the
Company require it, at the Company's registered office or in the region of another Municipality within
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the prefecture of its office. The Board of Directors meets validly outside its seat in another place, either
domestically or abroad, as long as all its members are present or represented at this meeting and no
one opposes the holding of the meeting and the decision-making.
3.2.2 The Board of Directors may meet by teleconference, regarding to some or all its members. In this
case, the invitation to the members of the Board of Directors includes the necessary information for
their participation in the teleconference.
3.2.3 During the financial year 2021 (01.01.2021-31.12.2021), twenty-two (22) meetings of the Board of
Directors took place, in the nineteen (19) of which all its members participated (universal meetings).
3.3 Convening a Board of Directors
3.3.1 The Board of Directors is convened by its President or its alternate by an invitation notified to its
members, in which must also clearly state the items on the agenda, otherwise decision making is allowed
only if all members of the Board of Directors are present or represented and no one opposes the
decision-making.
3.3.2 The Board of Directors may also be convened by its President or by at least two (2) of its members,
in accordance with the provisions of Article 91 par. 3 of l. 4548/2018.
3.4 Quorum - Decision-making of the Board of Directors
3.4.1 The Board of Directors is in quorum and meets validly when one-half (1/2) plus one of the directors
is present or represented, but the number of present or represented directors may never be less than
three (3). To find the quorum number, any resulting fraction is omitted.
3.4.2 The decisions of the Board of Directors are validly made by an absolute majority of the directors
present and those represented. In the event of a tie, the vote of the President of the Board of Directors
shall not prevail. Each Director shall have one (1) vote. Each director may validly represent only one
director. Representation may not be delegated to persons who are not members of the Board of
Directors. The vote in the Board of Directors is obvious, unless a decision is made that a secret ballot will
be held on a specific issue, in which case the vote shall be taken on a ballot paper.
3.5 Minutes of the Board of Directors
3.5.1 Minutes are kept for the discussions and decisions of the Board of Directors. Copies and excerpts
of the minutes of the Board of Directors are validated by the President or his replacement, in case of his
impediment or by a General Manager of the Company.
3.5.2 The preparation and signing of minutes by all members of the Board of Directors or their
representatives is equivalent to a decision of the Board of Directors, even if no previous meeting has
taken place. This arrangement also applies where all the directors or their representatives agree to
record their majority decision in minutes without meeting. The relevant minutes are signed by all the
directors.
3.5.3 The signatures of the consultants or their representatives in the minutes can be replaced by
exchanging messages via e-mail or other electronic means.
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ΙV. Information on the Company’s existing Board of Directors and Committees
4.1 In the context of the full, effective and effective compliance and alignment of the Company with the
requirements and regulations of the new law 4706/2020 (Government Gazette A '136/17.07.2020) on
corporate governance, the Annual General Meeting of 24June 2021 elected a new seven-member (7-
member) Board of Directors with a term of office of five years, namely until 24.06.2026, extending until
the expiry of the deadline within which the next Annual General Meeting must meet and until a relevant
decision is taken, consisting of the following members:
1) Charalampos Stasinopoulos, son of Panagiotis
2) Spyridon Barbatos, son of Antonios-Ioannis
3) Evangelos Angelides, son of Ioannis
4) Ekaterini Tsoura, daughter of Dionysios
5) Aristides Iliopoulos, son of Spyridon
6) Antonios Roussos, son of Antonios, and
7) Emmanouil Tsiritakis, son of Dimitrios.
4.2 Simultaneously with the same decision, the above Annual General Meeting of shareholders
appointed as independent members of the Board of Directors of the Company: 1) Antonios Roussos, son
of Antonios and 2) Emmanouil Tsiritakis, son of Dimitrios, who all meet the conditions and criteria of
independence laid down by the applicable legislative and regulatory framework in general (Article 9 par.
1 and 2 of Law 4706/2020), namely:
(a) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's
share capital; and
(b) are free from any relationship of dependence with the Company or its affiliates and have no financial,
business, family or other relationship, which may affect their decisions and their independent, objective
and impartial judgment.
4.3 The Board of Directors elected as above was constituted as follows:
1) Charalampos Stasinopoulos, son of Panagiotis, President of the Board of Directors (executive
member).
2) Spyridon Barbatos, son of Antonios-Ioannis, Vice President of the Board of Directors (non-executive
member).
3) Evangelos Angelides, son of Ioannis, CEO (executive member).
4) Ekaterini Tsoura, daughter of Dionysiou, Member of the Board of Directors (non-executive member).
5) Aristides Iliopoulos, son of Spyridon, Member of the Board of Directors (non-executive member).
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
44
6) Antonios Roussos, son of Antonios, Member of the Board of Directors (independent non-executive
member).
7) Emmanouil Tsiritakis, son of Dimitrios, Member of the Board of Directors (independent non-executive
member).
The composition of the new Board of Directors of the Company fully covers the proper and effective
exercise of its duties and responsibilities, reflects the size, organization and way of operation of the
Company that requires speed and flexibility, due to its intense export orientation and particularly high
rate of extroversion, achieves the adequate staffing of both existing and new Committees established
to strengthen the supervisory role of the Board of Directors, and is distinguished for the diversity of
knowledge, skills, qualifications and experience, which can contribute decisively to the promotion and
achievement of the Company's business goals and plans.
In particular, and in accordance with the foregoing, the Board of Directors of the Company consists of:
5/7 (71,43%) non-executive members
2/7 (28,57%) independent non-executive members
4.4 The minutes of the Annual General Meeting of the Company's shareholders dated 24.06.2021
regarding the election of a new Board of Directors as well as the minutes of the Board of Directors dated
25.06.2021 regarding its formation in a body and the granting of rights of commitment and
representation of the Company were registered in the General Commercial Registry (G.E.MI.) on
13.07.2021 with Registration Codes 2581745 and 2581746 respectively, issued in connection with the
relevant announcement with protocol number 2402920/13.07.2021 of the Ministry of Development and
Investments (General Secretariat of Commerce & Consumer Protection, General Directorate of Market,
Directorate of Companies, Department of Supervision of Listed SA & Sports SA).
4.5 On December 31, 2021 as well as on the date of publication of this Report, the composition of the
Board of Directors is as follows:
Full Name
Capacity
Date
1
st
elected
& any re-election
date
End of Term of
Office
Charalam
p
os
Stasinopoulos
President
Executive Member
24.06.2021
24.06.2026
Spyridon Barbatos
Vice
-
President
Non-Executive Member
24.06.2021
24.06.2026
Evangelos Angelid
e
s
Chief Executive Officer
Executive Member
24.06.2021
24.06.2026
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
45
Ekaterini Tsoura
Non
-
Executive
M
ember
24.06.2021
24.06.2026
Aristides Iliopoulos
Non
-
Executive
M
ember
24.06.2021
24.06.2026
Antonios Roussos
Independent
Non-Executive Member
24.06.2021
24.06.2026
Emmanuel Tsiritakis
Independent
Non-Executive Member
24.06.2021
24.06.2026
4.6 Regarding the proper functioning of the Board of Directors and the day-to-day management and
control of the Company's activities, there is a clear division of responsibilities at management level. The
duties of the Chairman of the Board of Directors and those of the CEO are performed by different
persons, while in full compliance with the provision of par. 2 of article 8 of Law 4706/2020 and taking
into account the fact that the Chairman of the Board of Directors is an executive member, the Vice
Chairman of the above corporate body comes from its non-executive members. In particular and in
accordance with the provisions of the Company's current Internal Rules of Procedure:
4.6.1 President of the Board of Directors & Chief Entrepreneur
The President of the Board of Directors and Chief Entrepreneur of the Company, who is an executive
member, coordinates the operation of the Board of Directors and convenes its meetings, determining
the items on the agenda.
The duties of the President of the Board of Directors include ensuring the proper organisation of his
work and the effective conduct of meetings, as well as the timely and correct information of the other
members of the Board of Directors, for the purpose of lawful, fair and equal treatment of the interests
of all shareholders and of course the optimal promotion and protection of the corporate interest. In case
of absence or impediment to the extent of his executive duties, he shall be replaced by the Company's
Chief Executive Officer.
The Company's Chief Entrepreneur is responsible for ensuring the business continuity of the Company
and consequently of the Group, the systematic enhancement of the Company's multifaceted business
activity in both the domestic and the international market, for the purpose of further development and
promotion of the corporate interest, as well as the strengthening of the Company's internal value.
4.6.2 CEO
The CEO of the Company carries out management duties and ensures the fulfillment of the corporate
purpose, in accordance with the applicable Greek and European legislation. He heads all the Company's
Divisions, Departments and Business Units, directs their work, takes the necessary decisions within the
framework of the approved business plan and corporate budget, the decisions of the competent
corporate bodies, and is responsible for ensuring the smooth, orderly and effective operation of the
Company.
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st
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st
of December 2021
(Amounts in EUR)
46
Among the main responsibilities of the CEO are the following:
designing the Company's strategy and supervising its implementation;
he specification of the Company's objectives and policy, including the examination of alternative
actions;
deciding on proposals and supervising their implementation; and
evaluating the results and informing the Board of Directors of the actions taken.
4.6.3 Vice-President of the Board of Directors
The Vice-President of the Board of Directors (non-executive member of the Board of Directors) presides
over the Chairman's evaluation carried out by the members of the Board of Directors and must be
present at the General Meetings of the Company's shareholders insofar as the items on the agenda
under discussion concern corporate governance issues.
4.6.4 Corporate Secretary
According to the Greek Corporate Governance Code, it is a support body of the Board of Directors, while
it is appointed and revoked by the Board. The Corporate Secretary supports the Chairman and the other
members of the Board of Directors on the basis of the latter's compliance with the internal rules and
applicable laws and regulations. The Company has not so far appointed a Corporate Secretary.
4.7 Bios of Profile's Board of Directors and key executives
4.7.1 The brief bios of the members of the Board of Directors are as follows:
Charalampos P. Stasinopoulos
Chairman, President & Chief Entrepreneur (Executive Member)
As chairman of the board of directors and founder of Profile Software, Mr. Ch. Stasinopoulos leads the
company with his extensive experience in the field. He was born in Chora, Messinia in 1962 and studied
Computing and Business Administration prior to founding Profile Software in 1990. Mr. B. Stasinopoulos
continuously invests in enriching his business knowledge not only through his active involvement in the
company but also by attending programmes at the London Business School and other leading
educational institutions.
Spyridon Α. Barbatos
Vice-President of the Board of Directors (Non-Executive Member)
Mr. Spyridon Barbatos is the company’s Vice President. He was born in 1958 and studied Economics at
Athens University of Economics and Business. Ηe has been working in the IT sector since 1986. In 1990
he joined Profile Software and has been a member of its Top Management team from 1999 until now.
Mr. Barbatos was CEO of the subsidiary company BeCom before its merger & acquisition by Profile
Software.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
47
Evangelos I. Angelides
CEO (Executive Member)
Mr. Evangelos Angelides is the CEO of Profile Software and President of BoD at Centevo. He was born in
1971 and holds a BA in Economics from the American College of Greece (Deree), an MSc in Money,
Banking and Finance from the University of Birmingham and an Advanced Management Program
certificate from Harvard Business School. He is a certified public accountant in the UK and holds the title
of FCCA. He has more than 24 years of experience in managing financial operations with listed, private,
regional and international companies, in the sectors of Software, IT, Services, Telecoms, Manufacturing
and Logistics. He joined Profile Software in 2014 and has held since then top management positions
these being the Group CFO and COO whilst has been the Login SA's CEO since 2017.
Ekaterini D. Tsoura
Non-Executive Member of the Board of Directors
Ms. Kate Tsoura is the CMO of the Profile Group. She was born in 1974 in Athens and holds a BA in
Business Administration from Coventry University, an MSc in Marketing from Leicester University, and
an MA in Human Resources from Westminster University in the United Kingdom. She also holds a
Certificate in Digital Marketing from the Hellenic American Union. She has been a member of UK-based
CIM and IDM during the 10 years working in the country whilst having more than 20 years of experience
in various Marketing roles at Software, Services and FMCG companies. Kate joined Profile in 2006 and
has developed to hold Marketing Management roles since then.
Aristeidis S. Iliopoulos
Non-Executive Member of the Board of Directors
Mr. Iliopoulos is the Regional Managing Director and a member of the Board of Directors. He was born
in 1978 and studied Business Administration at the University of Piraeus. He has been working at Profile
Software since 2000 and has been a valuable and active member and successful manager of numerous
large scale Financial Services projects.
Antonios A. Roussos
Non-Executive Independent Member of the Board of Directors
Mr. Roussos is an independent and non-executive member of the Board of Directors. He was born in
1963 and studied Economics at Athens University. He is a member of the Economic Chamber and a
Chartered Accountant from the Economic Chamber (A class). He has worked in finance since 1998 and
has held the position of CFO in various Greek industrial firms from 1994 until today.
Emmanuel D. Tsiritakis
Non-Executive Independent Member of the Board of Directors
Mr. E. Tsiritakis is an independent and non-executive member of the Board of Directors. He was born in
Athens in 1956 and graduated from the Department of Economics at the Athens University in 1979. He
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
48
received an MA (1983) and a Ph.D. (1988) from Virginia Tech. He is currently an associate professor in
the Department of Banking and Financial Management at the University of Piraeus.
4.8 Professional commitments of members of the Board of Directors
In accordance with the statements of the members of the Board of Directors, the Company has been
notified of the following other professional commitments, including significant non-executive
commitments to companies and non-profit organizations:
BoD Member
Pr
ofessional commitment
Charalam
p
os Stasinopoulos
•
President of the Board & CEO of Global Soft S.A.
• Director of Profile Systems & Software (Cyprus) Ltd
• President of the Board & Director of Profile Software (UK) Limited
• President of the Board of Directors of Profile Digital Services S.A.
• Director of Latover Holding Ltd
President of the Supervisory Board of Login S.A.
• President of the Board & CEO of Profile Technologies S.A.
• Legal Representative of Profile Systems & Software (Cyprus) Ltd (DMCC
Branch)
Spyridon Barbatos
•
Vice President of the Board & Deputy CEO of Global Soft S.A.
• Member of the Board of Directors of Profile Digital Services S.A.
• Member of the Board of Directors of Profile Technologies S.A.
Evangelos Angelid
e
s
•
Member of the Board of Directors of Profile Technologies SA
• Manager of Profile Systems & Software (Cyprus) Ltd (DMCC Branch)
• Managing Director of Login S.A.
• President of Centevo AB
Ekaterini Tsoura
There are no professional commitments other than its participation in the
Board of Directors of Profile SA
Aristides Iliopoulos
•
Director of Profile UK
• Member of the Supervisory Board of Centevo AB
Antonios Roussos
•
Member of the Board of Directors of the company Mevaco Metallurgy
SA
Emmanuel Tsiritakis
•
P
rofessor, University of Piraeus
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
49
It is noted that none of the members of the Board of Directors of the Company participates in Boards
of Directors of more than five (5) listed companies.
4.9 Board of Directors Appropriateness Policy
4.9.1 Since the Board of Directors is the senior management body of the Company, which is responsible
for drawing up the Company's strategy, orientation and business plan, defending the general corporate
interest and enhancing its long-term economic value, it is absolutely necessary for its composition to
reflect the knowledge, skills and experience necessary for the exercise of its responsibilities, in
accordance with the Company's business model and strategy, its size, structure, activities and operating
environment, the complexity of its functions and its particular institutional role and character.
4.9.2 The Annual General Meeting of the shareholders of June 24, 2021 approved the Appropriateness
Policy drawn up by the Management, which aims to ensure the quality and appropriate staffing, the
smooth operation and the effective fulfillment of the role of the Board of Directors, as the Company's
collective body, in order to promote the corporate purpose and defend the corporate interest.
The Appropriateness Policy has been designed in a clear and defined manner and includes both the
principles governing the selection, replacement and/or renewal of the term of office of the members of
the Board of Directors, as well as the criteria for assessing their suitability, including criteria that ensure
to a satisfactory degree the diversity of the composition of the Board of Directors, in accordance with
the applicable legislation, and are in line with the operational organisation of the Company and in
particular its highly extroverted nature and the Group in general, taking into account that its activities
extend, apart from the European market, to international markets in which the Group has achieved a
significant degree of penetration and creation of a competitive position.
4.9.3 According to the approved and valid Eligibility, both in the election of new members of the Board
of Directors, and in the case of replacement or replacement or renewal of the term of office of existing
members, the Remuneration and Nomination Committee takes into account the criteria regarding
individual and collective suitability always in the light of the corporate values, strategy and the general
business model adopted and implemented by the Company.
Ι. Individual suitability
In particular, individual suitability shall be assessed on the basis of the following criteria:
(a) Adequacy of knowledge and skills
The members of the Board of Directors, in order to be able to perform their duties, must have
appropriate and sufficient educational background, the necessary theoretical knowledge and training,
as well as previous, relevant to the Company's activities, practical/professional experience.
•
Collaborating teaching staff Hellenic Open
University
• Collaborating staff Open University of Cyprus
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
50
• For the judgement on practical experience, they are in particular:
his former professional position,
his current employment,
the time and type of work experience,
the requirements and responsibilities of the positions he/she has taken (especially for executive
members this is a decisive criterion);
the scope and size of the companies in which he has been employed or managed,
the degree of complexity of its specific tasks;
the responsibilities it has assumed, where appropriate, in the context of its previous experience;
his participation in team projects, the number of his subortinates
the specific subject of the professional/business activity he/she has exercised, etc.
• For the judgement on theoretical knowledge, they are in particular:
the level and type of his training;
the field of study;
his area of expertise,
his academic performance, etc.
The above criteria are in any case taken into account in relation to the related or not to the scope of
activity of the Company and the Group, while the requirements of the business strategy of the Company
and the other Group companies, as well as the specific market conditions in which the Company and the
Group in general operates and is addressed should be taken into account. The assessment is not limited
to the academic qualifications of the candidate/member or the existence of a specific length of service,
but it is judged on his actual experience and his training and generally on all his skills and abilities.
The decisive criteria are in particular:
the duties associated with the position on the Board of Directors and the skills required for them
(hard and soft skills),
adequate knowledge and understanding of the activities and complexity of the Company's and
the Group's business model in general, especially in light of the specific and demanding nature
of corporate activities,
adequate knowledge and understanding of the legal framework and corporate governance code
applied by the Company;
an in-depth understanding of the specific responsibilities and individual tasks and requirements
of the post;
an understanding of the structure and operation of the Company and the Group; and
the general professional conduct and development of the member of the Board of Directors.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
51
(b) Guarantees of morality and reputation
The members of the Board of Directors must be reliable, of good repute and morality, honest and intact
and presumed to be so, when there are no objective and proven reasons to indicate a lack of honesty
and good reputation such as, but not limited to, final administrative and judicial decisions, especially for
offences related to the membership of the Board of Directors, non-compliance with the legislation of
the Hellenic Capital Market Commission or the commission of financial crimes. In order to assess
whether or not the above guarantees exist, the Company has the possibility to request relevant
information and supporting documents, without prejudice to the legislation on personal data.
In formulating its decision, the Company shall take into account in particular:
the relevance of any infringements to the role of the member;
their gravity, the circumstances in which they were committed (including any mitigating
circumstances), the specific role of the infringer, the penalty imposed, the stage reached in the
relevant legal proceedings and any remedial measures;
the time from the offence,
the conduct of the person assessed following the infringement;
if there is a decision by a competent authority excluding the person assessed from acting as a
member of the Board of Directors.
(c) Conflict of interests
In accordance with the Conflict of Interest Prevention and Response Procedure adopted by the
Company, a conflict of interest is defined as any actual or potential situation (professional, personal or
other situation or relationship) in which the private interests of the obligated person may conflict with
the interests of the Company or may affect the ability of the obligated person to assess a situation or
judgement of the obligated person in order to make a decision in an independent, impartial and
corporate interest manner and which has the potential to jeopardize the interests of the Company.
The members of the Board of Directors must strictly follow and apply the framework of policies,
mechanisms and procedures for the purpose of prevention, recognition and effective treatment and
management of conflicts of interest, in accordance with the specific provisions of the aforementioned
Procedure, on the one hand, and the Company's Rules of Procedure, on the other.
(d) Independence of judgement
The members of the Board of Directors must act with independent judgement and objectivity, which is
not only ensured by the absence of conflict of interest and the fulfilment of the conditions of
independence in accordance with the applicable legal provisions, but requires the active participation
of the members in the meetings of the Board of Directors and the expression of independent and
objective judgements. A person shall be considered objective and independent of judgement where:
discusses, decides and votes as he thinks and the whole attitude of the Board is impartial,
does not accept compromises as to its quality,
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
52
ensure that there are no conditions preventing it from being objective;
has courage, conviction, courage and critical thinking,
substantially assesses and disputes the positions of the other members of the Board of
Directors;
formulate and support his or her personal opinion,
poses reasonable questions to the other members of the Board of Directors, in particular the
executive members, and criticises those positions;
resists the phenomenon of "groupthinking”.
(e) Adequate time allocation
The members of the Management Board should be given the necessary time to perform their duties
properly and effectively. Time shall be assessed as sufficient in particular in the light of:
the status and specific responsibilities and tasks of the member;
any participation in Committees of the Board of Directors,
any holding by him of a position on boards of other legal entities and the responsibilities
thereunder;
his other professional obligations,
his personal commitments, his age, his particular personal circumstances.
The Company shall provide the prospective members of the Board of Directors with information on the
expected time for the proper fulfillment of their duties, both for the meetings of the Board of Directors
and for the meetings of its individual Committees, if they are members.
ΙΙ. Collective suitability
The Board of Directors, in its capacity as a collegiate body, must be able to:
(a) take appropriate decisions taking into account the business strategy, the development business
model, the extent of the risks assumed, as well as the specific conditions prevailing in each market
(domestic, European and international) in which the corporate activities are developed; and
(b) monitor in a meaningful manner the decisions of senior management and to exercise constructive
and substantial criticism of them in the context of the promotion of the corporate interest.
In the context of the above dual mission, the Board of Directors must have a sufficient number of
members, who collectively have the necessary knowledge and experience in every area related to
collective responsibility, in order for the Company's management body to exercise de facto effective
management, supervision and supervision of corporate affairs.
All members of the Board of Directors must have an adequate understanding of the areas for which
there is collective responsibility, and in particular:
the business planning, structure, organisation and operation of the Company;
the main risks faced by the Company in the conduct of its business;
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
53
the applicable financial reporting framework
the generally applicable legislative, regulatory and regulatory framework;
corporate governance issues;
the impact of technology on the corporate object, especially given the specific activity of the
Company in the ever-changing IT industry and to be able to identify, assess and address risks,
business, financial or others.
ΙΙΙ. Diversity criteria
The Suitability Policy, which has been adopted and implemented by the Company in the context of the
promotion of an effective model of corporate governance, promotes the diversity criteria during the
selection process of the members of the Board of Directors, so that the corporate body is composed of
a multi-member group based on a sufficient percentage of differentiation.
The adoption of diversity criteria and the assessment of the specific qualifications and experiences of
each member shall relate in particular to:
(a) avoid obsolete and anachronistic social stereotypes in assessing the suitability of members;
(b) promoting different views within the institution for the purpose of more effective functioning in
decision-making; and
(c) seek to integrate innovative approaches and ideas into the decision-making process.
More specifically, the basic criteria of the intended diversity of the composition of the Board of Directors
are as follows:
minimum representation (25% of all members) by gender,
the prohibition of exclusion of a candidate or an active member of the Board of Directors on
grounds of different sex, race, colour, ethnic or social origin, religion or belief, property, birth,
disability, age or sexual orientation.
The members of the current Board of Directors cover a wide age range (between 43 and 63 years old),
combine dynamics and experience, distinguish themselves for their character's ethos, reputation,
reliability and integrity, have worked in senior positions and have served as senior executives of
important companies and organizations, thus having a rich experience in the business sector and being
able to contribute actively and substantially to the Group's growth prospects in its geographical areas of
activity.
The present composition of the Board of Directors increases the pool of skills, experience and vision
available to the Company, at the level of senior executives, thus contributing to the further
enhancement of its productivity, competitiveness and innovation.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
54
4.10 Remuneration of the members of the Board of Directors
4.10.1 An essential prerequisite for long-term growth and for ensuring the Company's and the Group's
stable presence in the market in which it operates is the harmonisation and alignment of the
remuneration of the members of the Board of Directors with the Company's profitability, capital
adequacy, competitiveness and sustainable development. In this context, the Company has established,
maintains and applies basic principles and rules regarding the remuneration of the members of the
Board of Directors (hereinafter referred to as the "Remuneration Policy") which contribute to the
maintenance of the competitiveness of the Company and the avoidance of excessive risks, due to the
payment of excessive remuneration, which is not in line with the prevailing economic conditions and
the wider financial environment. The purpose of the "Remuneration Policy" is to increase corporate
value by attracting and retaining the most competent, appropriate and experienced employees, who
achieve the goals set by the Management and contribute to the promotion of corporate goals, interests
and activities in the best possible way.
4.10.2 In particular, the Remuneration Policy:
provides incentives to attract young people as well as to retain competent executives with high
theoretical training, long-term professional experience and efficiency in the performance of
their duties, in order to enhance and maximize the economic value of the Company;
ensure the provision of a competitive remuneration package adapted to the market conditions
in which the Company operates;
contributes to the assurance of the Company's capital adequacy and liquidity;
promote the Company's business strategy, objectives, values and interests;
enhances internal transparency and
aligns the Company's objectives with those of shareholders and stakeholders.
4.10.3 The Company's current Remuneration Policy was approved, in accordance with the provisions of
article 110 of Law 4548/2018, by the Annual Ordinary General Meeting of Shareholders on May 7, 2020,
was registered in the General Commercial Registry on 02.06.2020 and its validity period is four (4) years,
unless the General Meeting in this period decides to amend it.
The Remuneration Policy applies to all members of the Board of Directors (executive and non-executive,
with the necessary variations), as well as to senior management (Directors, Directors and Heads of Units)
(hereinafter jointly referred to as "Directors").
4.10.4 In accordance with the specific provisions of the Company's applicable Remuneration Policy, the
executive and non-executive members of its Board of Directors shall be paid:
(a) fixed remuneration;
(b) variable remuneration;
(c) monthly fixed allowance (for participation in the meetings of the Board of Directors),
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
55
(d) other benefits; and
(e) participation in programs for the disposal of shares of the Company.
4.10.4.1 Fixed remuneration of the executive and non-executive members of the Board of Directors
(executive and non-executive) is related to a paid relationship (such as an employment contract, a
project, a mandate, a service), which these members maintain with the Company or its affiliates, the
nature of which is determined on a case-by-case basis and approved by the competent corporate bodies
of the Company or its affiliates.
4.10.4.2 Variable remuneration may be paid to executive and non-executive members of the Board of
Directors who maintain a paid relationship or undertake duties and responsibilities related to the day-
to-day operation and organisation of the Company and its subsidiaries, as well as to the Executive
Chairman and the Executive Vice Chairman of the Board of Directors, regardless of the nature of their
duties and responsibilities.
Variable remuneration depends on the Group's performance and in particular on the annual operating
results of its companies.
Variable remuneration aims to provide sufficient incentives to maintain and continuously improve the
Group's sizes and operating profitability.
Deferral of variable remuneration shall only be allowed where it is linked to the achievement of long-
term objectives.
Payment of variable remuneration shall not be sought or recovered.
The variable remuneration of the executive and non-executive members of the Board of Directors is
related both to the individual performance and to the course of the Company and the Group.
Indicative criteria on the basis of which the amount of variable remuneration may be calculated are as
follows:
personal objectives which may vary according to the position assessed, agreed before the start
of the evaluation period (in this case the effectiveness and commitment of the person assessed
to the agreed objectives shall be assessed),
operating profit for the year,
entrepreneurial initiative,
personal characteristics, leadership skills, team inspiration, etc.
The Company is entitled at any time to define further criteria for the granting of variable remuneration.
4.10.4.3 A fixed monthly allowance (for participation in the meetings of the Board of Directors) may be
paid to the executive and non-executive members of the Board of Directors for their participation in the
meetings of the Board of Directors. The above fixed allowances are approved by the Annual Ordinary
General Meeting.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
56
4.10.4.4 Other benefits means the non-monetary benefits provided to the executive and non-executive
members of the Board of Directors in order to facilitate the proper fulfillment of their duties (e.g. mobile
phone, car, hospitality costs, etc.) based on the approval of the competent corporate bodies (CEO).
4.10.4.5 Participation in share disposal programs may be provided to the executive and non-executive
members of the Board of Directors on the basis of the procedure provided for in article 113 of Law
4548/2018, upon the relevant recommendation of the Board of Directors.
4.10.4.6 In addition, the Company may, following a decision of the Annual General Meeting of
Shareholders, apply to other members of the Board of Directors a program for the granting of variable
remuneration of any kind, retirement benefit programs or share disposal programs of the Company.
4.10.5 According to the specific provisions of the Company's current Remuneration Policy, independent
non-executive members of the Board of Directors may receive compensation for their participation in
the meetings of the Board of Directors, which is approved by a special decision of the Ordinary General
Meeting.
The above compensation is paid in cash and is subject to the legal deductions according to the applicable
tax and insurance legislation.
Independent non-executive members of the Board of Directors are included in the executive liability
insurance coverage (D&O insurance program).
Independent non-executive members shall not participate in any bonus or long-term incentive scheme
and shall not be granted bonus, share options or performance-related compensation.
4.10.6 In accordance with the specific provisions of the Company's applicable Remuneration Policy, the
Directors of the Company shall be paid:
(a) fixed remuneration; and
(b) variable remuneration;
(c) participation in programmes for the disposal of shares of the Company; and
(d) voluntary benefits.
4.10.6.1 In shaping the remuneration system of Directors, particular emphasis is placed on the adoption
of the necessary principles, in order to take into account, on the one hand, the knowledge and
performance of human resources, the weight, the scope of responsibility, the responsibilities and the
functional requirements of the job, the wage conditions in the wider labour market, the climate that
keeps in the domestic economy, and, on the other hand, the promotion of the Company's and the
Group's business goals, as well as the strengthening and maximization of their long-term economic
value. The Company and the Group apply a remuneration framework that varies according to the
hierarchical level, the position of responsibility and risk management.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
57
4.10.6.2 Fixed remuneration shall be paid in cash and shall constitute the significantly higher proportion
of the total remuneration paid to the Directors.
Fixed remuneration must be competitive in order to be able to attract and retain persons who have the
appropriate and appropriate abilities, skills, experiences and behaviors needed by the Company and the
Group.
At the same time as assessing the gravity of the post, the academic background and the previous
experience of the employee are taken into account in order to determine the level of fixed
remuneration.
Higher remuneration is provided for specialized roles that are of major importance for the operation
and development of the Company and/or the Group or constitute cases of outstanding experience and
performance.
4.10.6.3 Variable remuneration is a voluntary bonus linked to a system for evaluating the performance
of Directors and to the results of the Company.
They aim to reward the efforts of the Directors and to enhance their efficiency and are directly
dependent on their performance and their contribution to the Company's overall long-term
development.
The performance of the Directors shall be rewarded on the basis of predetermined measurable
quantitative and qualitative criteria, both in the short and long term.
Variable remuneration is related both to the individual performance and to the course of the Company
and the Group.
Indicative criteria on the basis of which the amount of variable remuneration may be calculated are:
personal objectives, which may vary depending on the evaluation of the Management's position
and expectations, which are agreed before the start of the evaluation period (in this case, the
effectiveness and commitment of the evaluator to the agreed objectives are assessed),
new sales for the financial year,
operating profit for the year,
entrepreneurial initiative;
personal characteristics, leadership skills, team inspiration, etc.
The Company is entitled at any time to define further criteria for the granting of variable remuneration.
4.10.6.4 Participation in stock option plans may be provided to the Directors on the basis of the
procedure provided for in article 113 of Law 4548/2018, upon the relevant recommendation of the
Board of Directors.
4.10.6.5 Voluntary benefits to Directors include:
use of a company car
travel/representation expenses
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st
of January until 31
st
of December 2021
(Amounts in EUR)
58
mobile telephony programs
executive liability insurance (D&O insurance program).
4.10.7 The full text of the Remuneration Report of the members of the Board of Directors and other
persons falling within the scope of the applicable Remuneration Policy is available on the Company's
website https://www.profilesw.com/el/corporate-governance.php
4.10.8 Number of shares of members of the Board of Directors and chief executives as at 31.12.2021
Full Name
Capacity Number of shares
Charalampos Stasinopoulos BoD President 3.811.797
Evangelos Angelides
CEO 26.400
Spyridon Barbatos
Vice-President 284.871
Ekaterini Tsoura
Non- Executive Member 5.950
Aristides Iliopoulos Non- Executive Member 9.900
Antonios Roussos Independent Non- Executive Member -
Emmanuel Tsiritakis Independent Non- Executive Member -
Independent Non- Executive Member
Latover Holdings Limited* 1.771.830
*Note: Latover Holdings Limited is a company owned by Mr. Charalampos Stasinopoulos, Chairman of
the Board of Directors
PART Β΄ - COMMITTEES
Ι. Audit Committee
1.1 Election and term of office of the Audit Committee
The Annual General Meeting of 24June 2021 decided to elect a new Audit Committee, in accordance
with the provisions of Article 44 of Law 4449/2017, as amended by Article 74 of Law 4706/2021, which
constitutes a Committee of the Board of Directors, consists of three (3) non-executive members of the
Board of Directors, and in particular two (2) independent non-executive members and one (1) non-
Annual Financial Statements from 1
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of January until 31
st
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executive member thereof, while its term of office is five years, expiring on 24 June 2026, extending
until the expiry of the deadline within which the next Annual General Meeting must meet, but in no case
may exceed six years.
1.2 Members of the Audit Committee
1.2.1 In particular, the following persons were elected as members of the Audit Committee:
1) Emmanuel Tsiritakis, son of Dimitrios, Independent Non-Executive Member of the Board of Directors
2) Antonios Roussos, son of Antonios, Independent Non-Executive Member of the Board of Directors
3) Aristides Iliopoulos, son of Spyridon, Non-Executive Member of the Board of Directors
Subsequently, at its meeting of 28June 2021, the Audit Committee elected Mr. Emmanuel Tsiritakis as
its President.
1.3 The members of the Audit Committee meet all the criteria and conditions set by the provisions of
the applicable legislative and regulatory framework in general, namely:
(a) the criterion of independence is met in the person of Messrs. Emmanouil Tsiritakis and Antonios
Roussos, i.e. the majority of the members of the Audit Committee, who:
(i) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's
share capital; and
(ii) are free from any economic, business, family or other relationship of dependence which may
influence their decisions and their objective, independent and impartial judgement;
(b) the criterion of adequate knowledge of the sector in which the Company operates, is met in the
person of all the members, since the above persons participate in the Board of Directors of the Company
for a sufficient period of time, with the result that they have acquired a complete, detailed and clear
view of the products developed and traded and the services provided by the Company, the business
model and the strategy followed, as well as of the way in which it is organized, managed and operated,
as well as of the specificities of the sector and the sector in which the Company operates in general; and
(c) the criterion of adequate knowledge in auditing or accounting is adequately and demonstrably met:
(i) on the one hand, in the person of Mr. Emmanouil Tsiritakis, who is a graduate of the School of
Economics of the National Kapodistrian University of Athens, holds a Master and Ph.D. with
specialization in industrial structure from the Department of Economics of the Virginia Tech, he
currently works as a professor in the Department of Financial and Banking Management of the
University of Piraeus, has teaching and research interests in the areas of Corporate Finance and Asset
Pricing, while his rich research work has been published in well-known scientific journals. Therefore, due
to his highly remarkable theoretical training and his successful professional career, he can play a decisive
role in the effective fulfillment of the Audit Committee's responsibilities and in further enhancing its
efficiency.
(ii) on the other hand, in the person of Mr. Antonios Roussos, who is a graduate of ASOEE, member of
the Economic Chamber and holder of a license to practice as an Accountant - Tax Consultant of the
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
60
Economic Chamber of Class A, he has been working in the economic and accounting-fiscal sector since
1988, while since 1994 he has been acting as Director of Financial Services in a large Greek Industrial
Company.
1.3 Operation of the Audit Committee
1.3.1 The Audit Committee has an Operating Regulation, which was approved by the Company's Board
of Directors at its meeting on July 14, 2021.
The Regulation records, inter alia, the responsibilities, duties and obligations of the members of the
Committee and is posted on the Company's website (https://www.profilesw.com), in accordance with
the explicit legislative requirement of article 10 par. 4 of l. 4706/2020.
1.3.2 In accordance with the Audit Committee's Rules of Procedure in force and taking into account the
size, business model and extent of the Company's activities, the Audit Committee meets at regular
intervals and extraordinarily when deemed necessary.
In any case, the Audit Committee meets at least four (4) times a year, while at least two (2) times a year
it meets the Company's statutory Auditor, without the presence of the members of the Management.
1.3.3 The Audit Committee is convened by its Chairman by an invitation notified in any appropriate way
to its other members, at least two (2) days before the meeting. The invitation must include at least the
date, time and items on the agenda clearly, otherwise decisions may be taken only if all the members of
the Commission are present and no-one objects to the holding of the meeting and to the taking of
decisions.
1.3.4 All its members participate in the meetings of the Audit Committee in person.
1.3.5 The Audit Committee has the discretion to invite, where appropriate or appropriate, key
management personnel involved in the governance of the Company, including the CEO, CFO, COO and
the head of the Internal Audit Unit, to attend specific meetings or specific items on the agenda and to
provide any necessary clarification or explanation.
1.3.6 The meetings of the Audit Committee may also be held by teleconference, in respect of some
and/or all of its members, using any relevant electronic or digital platform.
In this case, the invitation to the members of the Audit Committee includes the necessary information
and technical instructions for their participation in the meeting.
In any case, any member of the Audit Committee may demand that the meeting be held by
teleconference in this regard, if there is an important reason, in particular illness or disability.
1.3.7 The Audit Committee's decisions are validly taken by an absolute majority of its members.
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st
of December 2021
(Amounts in EUR)
61
1.3.8 The discussions and decisions of the Audit Committee are recorded in minutes, which are signed
by the members present, in accordance with Article 93 of l. 4548/2018. The minutes are available to all
members of the Audit Committee and the Board of Directors.
1.3.9 The Committee may elect a Secretary to keep the minutes of its meetings and generally to support
its work.
1.4 Responsibilities of the Audit Committee
In accordance with Article 44 of law 4449/2017 major responsibilities of Audit Committee are the follow:
(a) Informs the Company's Board of Directors of the outcome of the audit and explains how the audit
has contributed to the integrity of the financial information and what the role of the audit committee
was in that process;
(b) monitors the financial information process and makes recommendations or proposals to ensure its
integrity;
(c) monitor the effectiveness of the entity's internal control, quality assurance and risk management
systems and, where appropriate, its internal audit department with regard to the audited entity's
financial information, without prejudice to that entity's independence;
(d) monitor the statutory audit of the annual and consolidated financial statements and in particular its
performance;
(e) supervises and monitors the independence of chartered accountants or audit firms in accordance
with Articles 21, 22, 23, 26 and 27, and Article 6 of Regulation (EU) No 182/2011; and in particular the
adequacy of the provision of non-audit services to the audited entity in accordance with Article 5 of
Regulation (EU) no. 537/2014
(f) is responsible for the selection process of certified public accountants or audit firms and proposes
the chartered accountants or audit firms to be appointed.
(g) submit an annual activity report to the Annual General Meeting of the Company's shareholders.
1.5 Number of Audit Committee meetings
1.5.1 During the financial year 2021 (01.01.2021-31.12.2021) the Audit Committee met five (5 times)
and all its decisions were taken unanimously.
During each meeting, the examination of all the items on the agenda was completed, after the required
information notes and relevant contributions had been distributed, and the competent executives, the
Chartered Auditors and other persons had been invited to participate, as the case may be, in order to
provide any necessary clarifications and/or explanations.
1.5.2 It is clarified that the Certified Auditor-Accountant of the Company, who carries out the audit of
the annual and half-yearly (interim) financial statements, does not provide any other non-audit services
to the Company nor is it connected with any other relationship with the Company in order to comply
with the provisions of Law 4449/2017 and thus ensure its objectivity, impartiality, integrity and
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st
of January until 31
st
of December 2021
(Amounts in EUR)
62
independence, with the exception of the assurance services relating to the conduct of the special tax
audit required in accordance with the provisions of Article 65A of Law 4174/2013, as a result of which
the "Annual Tax Certificate" is issued.
1.6 Audit Committee Proceedings
The issues of concern to the Audit Committee during the financial year 2021 (01.01.2021-31.12.2021)
were the following:
1.6.1 Financial Reporting Procedure – Statutory Audit
(a) held meetings with the Certified Auditors - Accountants of the Public Registry of Article 14 of Law
4449/2017 of the Audit Company under the name "affiliated chartered accountants SA" at the stage of
planning the audit, during its execution, as well as during the preparation of the Audit Reports,
(b) was informed about the procedure and methodology to be followed on behalf of the Audit Company
when carrying out the statutory audit of the annual and half-yearly financial statements (corporate and
consolidated),
(c) carried out an evaluation of the statutory audit programme and confirmed that it will cover the most
important audit areas and will take into account the Company's main business and financial risk areas;
(d) (d) held meetings with the Company's Management and was informed about the financial reporting
process;
(e) assessed the accuracy, correctness and completeness of the annual and half-yearly financial
statements (corporate and consolidated) in relation to the information brought to its attention and the
accounting principles applied by the Company;
(f) confirmed the preparation of the annual and half-yearly financial statements (corporate and
consolidated) in accordance with the applicable legal framework (IFRS, Law 3556/2007, Law 4548/2018)
and informed the Board of Directors accordingly,
(g) confirmed the compliance with the legal formalities for the publication of annual and half-yearly
financial statements and the provision of direct, easy and free access to them by the investing public,
(h) submitted a proposal to the Annual Ordinary General Meeting of the Company's shareholders on
June 24, 2021 regarding the election of the Audit Company under the name "affiliated chartered
accountants Societe anonyme auditors", after evaluating the Company's experience and expertise, its
past service regarding the audit of entities of a corresponding size, the works and services delivered by
it, the time frame for the completion of the audit, the amount of its remuneration, which was judged to
be fair, reasonable and in accordance with the prevailing financial conditions, the smooth cooperation
with the Audit Company until the date of preparation of this Report, as well as its full compliance with
the applicable legislative and regulatory framework and ethical principles,
(i) took note of the Audit Report of the Certified Auditor-Accountant,
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
63
(j) took note of the Supplementary Report in accordance with the provisions of Article 11 of Regulation
537/2014 of the European Parliament and of the Council of 16 April 2014,
(k) examined all the services provided by the Audit Company and confirmed that no services other than
those required by the accounting and tax audits have been provided,
(l) confirmed the impartiality, objectivity, independence and integrity of the Certified Auditors-
Accountants, as well as the non-provision of any external direction, instruction, suggestion or
recommendation by the Company's Management.
1.6.2 Internal Audit
(a) evaluated the staffing, organizational structure and operation of the Internal Audit Unit, for the
purpose of identifying any weaknesses,
(b) was informed of the annual audit programme of the Internal Audit Unit prior to its implementation,
carried out its evaluation and found that it will take into account the Company's main business and
financial risk areas,
(c) (c) assessed the work, competence and effectiveness of the Internal Audit Unit, without however
affecting in any way its independence,
(d) reviewed the disclosed information regarding the internal audit and the Company's main risks and
uncertainties in relation to the financial information;
(e) had meetings with the Head of the Internal Audit Unit to discuss matters within his competence, as
well as any problems that may arise during the internal audit process, and in particular to ensure the
smooth implementation of the internal audit process,
(f) took note of the Internal Audit Unit's Reports and reviewed and evaluated the methods used to
identify, monitor and address the main risks and to disclose/disclose them in the financial statements in
an appropriate manner,
(g) confirmed that the Head of the Internal Audit Unit is a full-time and exclusive employee, personally
and functionally independent in the performance of his duties and that there is no incompatibility
between the provisions of the applicable legislative framework,
(h) confirmed that the Internal Audit Unit has continuous and unhindered access to all the Company's
data, books, documents and records in general, which are necessary for the proper exercise of its duties,
that it has direct and unhindered access to all its individual services and parts and that the members of
the Management and the Company's staff cooperate to the greatest extent possible with the Internal
Audit Unit and generally facilitate its work in any way, providing the necessary resources, means and
infrastructure,
(i) informed the Board of Directors of the findings and results of its audit and submitted proposals for
improvement in order for the Internal Audit Unit to be adequately staffed with competent human
resources, equipped with the necessary theoretical training, education and experience,
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
64
1.6.3 Other
(a) in cooperation with the Company's Management and in response to the letter of the Hellenic Capital
Market Commission under protocol number 2596/09.11.2021, assisted, to the extent and to the extent
that it concerned it, in the preparation of a communication for the purpose of informing the investors
regarding the formulation and development of the Company's fundamental financial figures for the third
(third) quarter of the financial year 2021 and any impact on them of the pandemic,
(b) provided the Company's Management with the necessary assistance to comply with the provisions
of Law 4706/2020, in order to complete properly and within the set timeframe the process of full
compliance with the provisions and regulations of the said legislation,
(c) approved the content of the information provided to the Company's shareholders at the Annual
Ordinary General Meeting of 24 June 2021 regarding its activities for the year 2020 (01.01.2020-
31.12.2020),
(d) in the context of the Company's proper compliance with the provisions of Law 4706/2020, the
circulars issued and the decisions of the Board of Directors of the Hellenic Capital Market Commission,
as well as the best practices of corporate governance, assisted the Board of Directors in the process of
preparing and adopting the following Policies and Procedures:
• Senior Management Recruitment and Evaluation Process
• Notification of Transactions of Persons discharging Managerial Duties
Dependency Relationship Disclosure Procedure
• Process of Preventing and Addressing Conflict of Interest
• Legislative and Regulatory Compliance Procedure
• Procedure for the Management of Privileged Information and Proper Information to the Public
• Training Policy for Members of the Board of Directors and Officers of the Company.
ΙΙ. Remuneration and Nomination Committee
2.1 Establishment and members of the Nomination Committee
2.1.1 The Board of Directors of the Company, in the context of the immediate, substantive, complete
and effective compliance with the requirements and general regulations of Articles 10-12 of Law
4706/2020 (Government Gazette A '136/17.07.20201), as well as the adoption of best corporate
governance practices, proceeded at its meeting on July 9, 2021 to the establishment of a single three-
member Committee for the Remuneration and Nomination of Nominations, in order to provide the
necessary assistance and support to the Board of Directors, on the one hand, in the process of identifying
and appointing the appropriate persons for the staffing of the Board of Directors, on the basis of the
existing Appropriateness Policy, and on the other hand in the process of preparing, evaluating and
reviewing the Remuneration Policy, with the aim of attracting and maintaining competent executives.
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st
of January until 31
st
of December 2021
(Amounts in EUR)
65
2.1.2 The following persons have been appointed as members of the Earnings and Nominations
Committee:
1) Emmanuel Tsiritakis, son of Dimitrios, Independent Non-Executive Member of the Board of Directors.
2) Antonios Roussos, son of Antonios, Independent Non-Executive Member of the Board of Directors.
3) Spyridon Barbatos, son of Antonios-Ioannis Vaptistis, Non-Executive Member of the Board of
Directors.
At its meeting of 16July 2021, the Audit Committee elected Mr. Emmanouil Tsiritakis, son of Dimitrios,
as President of the Audit Committee.
2.2. Structure, staffing and term of office of the Committee on Compensation and Nomination
2.2.1 The composition of the Compensation and Nomination Committee must be in line with the size,
business model, operational organisation, scope and complexity of the Company's activities.
2.2.2 The Earnings and Nominations Committee shall constitute a single Committee. The Committee for
the Remuneration and Promotion of Nominations does not replace any existing corresponding
Committee in a subsidiary of the Company, but may consult it on a case-by-case basis.
2.2.3 The members of the Compensation and Nomination Committee are selected and appointed by the
Board of Directors of the Company at a special meeting for this purpose.
2.2.4 The Nomination Committee consists of at least three (3) non-executive members of the Board of
Directors, two (2) of which are independent non-executive, i.e. they must meet the independence
criteria of article 9 par.1 and 2 pf l. 4706/2020. Furthermore, the members of the Nomination and
Remuneration Committee must meet the criteria of individual and collective suitability and diversity, as
described in the Company's current Suitability Policy.
2.2.5 The appointed President of the Remuneration and Nomination Committee should mandatorily be
an independent non-executive member. The President of the Remuneration and Nomination
Committee may not be at the same time the President of the Board of Directors.
2.2.6 The term of office of the Remuneration and Nomination Committee coincides with the term of
office of the Board of Directors, i.e. it is five years, expiring on 24 June 2026, extending until the expiry
of the deadline within which the next Ordinary General Meeting must meet, but in no case may it exceed
six years.
2.2.7 The members of the Remuneration and Nomination Committee are eligible for re-election, but the
term of office of its independent non-executive members may not exceed nine (9) years.
2.2.8 The participation in the Committee on the Earnings and Nomination of Nominations does not
preclude the participation of its members in other Committees of the Board of Directors. Members of
the Committee on Compensation and Nomination shall not hold any positions or qualities or enter into
any transactions which could be considered incompatible with the purpose of the Committee.
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st
of January until 31
st
of December 2021
(Amounts in EUR)
66
2.2.9 In the event of resignation, death or loss of membership of the Committee for the Remuneration
and Nomination of Nominations, the Board of Directors shall appoint from among its existing members
a new member to replace the one who has disappeared, for the period until the end of his term of office.
2.2.10 The Nomination and Remuneration Committee may use any resources it deems appropriate for
the proper performance of its duties and the fulfilment of its purpose in general, including services from
external consultants. In the event of the recruitment of an external consultant, the Committee is
responsible for monitoring its work.
2.3 Operation of the Remuneration and Nominations Committee
2.3.1 The Nomination and Remuneration Committee (EIOPA) has an Operating Regulation, which was
approved by the Company's Board of Directors at its meeting on July q6, 2021. his Regulation records
the organisation and operation of the Committee on the Earnings and Nominations, regulates the duties,
responsibilities and obligations of the Committee and its members and is posted on the Company's
website (https://www.profilesw.com), in accordance with the express legislative provision of article 10
par. 4 of l. 4706/2020.
2.3.2 According to its Rules of Procedure, the Committee on the Earnings and Nomination of
Nominations meet at regular intervals and exceptionally when deemed necessary. In any case, the
Candidacy Committee shall meet at least two (2) times a year.
2.3.3 The Committee for the Acceptance and Nomination of Nominations is convened by its Chairman
upon an invitation notified in any appropriate manner to its other members, at least two (2) days before
the meeting. The invitation must include at least the date, time and items on the agenda clearly,
otherwise decisions may be taken only if all the members of the Commission are present and no-one
objects to the holding of the meeting and to the taking of decisions.
2.3.4 The Nomination and Remuneration Committee shall meet at the registered office of the Company.
In any case, it meets validly outside the Company's registered office if all its members are present at that
meeting and none of them objects to the holding of the meeting and to the decision making.
2.3.5 All its members participate in the meetings of the Committee on Compensation and Nomination
in person.
2.3.6 The Committee on Compensation and Nomination may invite key directors of the Company,
including the CEO, the CFO and the head of the Human Resources Directorate, to attend specific
meetings or specific items on the agenda and to provide any necessary clarification or explanation.
2.3.7 The meetings of the Committee on Compensation and Nomination may also be held by
teleconference, for some and/or all of its members, using any relevant electronic or digital platform. In
this case, the invitation to the members of the Candidacy Committee includes the necessary information
and technical instructions for their participation in the meeting.
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st
of January until 31
st
of December 2021
(Amounts in EUR)
67
In any case, any member of the Earnings and Nominations Committee may claim that the meeting be
held by teleconference in this regard, if there is an important reason, in particular illness or disability.
2.3.8 The decisions of the Committee on the Earnings and Nominations are validly taken by an absolute
majority of its members. In the event of a tie, the casting vote of the President of the Commission shall
prevail.
2.3.9 The discussions and decisions of the Committee on the Earnings and Nominations are recorded in
minutes, which are signed by the attendant members. The signatures of the members of the Candidates'
Acceptance and Promotion Committee may be replaced by an exchange of e-mail messages. The
minutes are available to all members of the Nomination Committee and the Board of Directors.
2.3.10 The Commission may elect a secretary to observe the minutes of its meetings and generally to
support its work.
2.4 Responsibilities of the Earnings and Nominations Committee
2.4.1 In the context of compliance with the provisions of article 11 of Law 4706/2020, the Committee
for the Acceptance and Nomination of Nominations:
(a) ensure that the Company has a clear, objective, well-documented and transparent Remuneration
Policy in accordance with the applicable legislative framework, which is consistent with the Company's
business strategy, market conditions, profile and risk appetite and does not encourage excessive and
short-term risk-taking;
(b) make proposals to the Board of Directors regarding the Remuneration Policy or its revision, which
shall be submitted for approval to the General Meeting of Shareholders;
(c) make proposals to the Board of Directors regarding the remuneration of persons falling within the
scope of the Remuneration Policy, in accordance with article 110 of Law 4548/2018;
(d) make proposals to the Board of Directors regarding the remuneration of the Company's directors
and in particular the head of the Internal Audit Unit;
(e) monitor the implementation of the Remuneration Policy shall make proposals to the Board of
Directors regarding the Remuneration Policy or its revision, which shall be submitted for approval to the
General Meeting of Shareholders;
(f) supervise the observance of the relevant decisions regarding the remuneration of persons falling
within the scope of the Remuneration Policy, as defined at least by the applicable legislation;
(g) consider and submit proposals for general guidelines as well as appropriate policies and practices
concerning the establishment of the remuneration framework of persons falling within the scope of the
Remuneration Policy;
(h) examines the information contained in the final draft of the annual salary report, providing its
opinion to the Board of Directors, before submitting the report to the general meeting;
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st
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st
of December 2021
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68
(i) consider and submit to the Board of Directors proposals regarding stock options, stock options, bonus
schemes and any other long-term reward scheme;
(j) monitor the implementation and application of the Remuneration Policy;
(k) monitor the effectiveness of the Remuneration Policy in terms of attracting and retaining competent
Management personnel of recognised standing and experience and skills;
(l) consider and act in an advisory capacity to the Board of Directors when formulating policies and
systems for determining the annual fixed and variable remuneration and other benefits of persons
falling within the scope of the Remuneration Policy;
(m) ensure that the approach taken by each non-listed Group subsidiary in relation to remuneration
complies with the principles of the Company's Remuneration Policy;
(n) consider and make proposals to the BoD as to the total amount of annual variable remuneration;
(o) make proposals to the Board of Directors for operational strategies and policies related to
remuneration;
(p) make proposals - suggestions to the Board of Directors on the need to amend, update and/or revise
the current Remuneration Policy and provide the necessary assistance to the Board of Directors in the
process of drafting the amendment and/or revision thereof;
(q) ensures that the applicable Remuneration Policy is consistent with the Company's business planning
and overall strategy, the Company's objectives, principles, values and culture as well as its long-term
interests;
2.4.2 In the context of compliance with the provisions of article 12 of Law 4706/2020, the Committee
for the Acceptance and Nomination of Nominations:
(a) ensure that the composition, structure and operation of the Board of Directors comply with the
applicable legal, regulatory and supervisory requirements;
(b) ensure that there is an effective and transparent procedure for the nomination of candidates to the
Board of Directors;
(c) plan and coordinate the implementation of the procedure for the selection of candidate members of
the Board of Directors, in accordance with the Articles of Association, the Code of Corporate Governance
and the applicable legal and regulatory framework in general;
(d) ensure that there is an appropriate mix of knowledge, skills and experience at the level of the Board
of Directors and its Committees;
(e) determine the requirements of the Company in terms of the size and composition of the Board of
Directors, with a view to achieving diversity, balance, completeness of knowledge, experience and
management skills;
(f) establish the eligibility criteria for the members of the Board of Directors, with a view to ensuring
individual and collective suitability;
(g) prepare and update the Appropriateness Policy, which it submits for approval to the Board of
Directors, and which is subsequently approved by the General Meeting of Shareholders;
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
69
(h) investigate, nominate and nominate suitable persons for the purpose of being a member of the Board
of Directors, in accordance with the criteria set out in the Appropriateness Policy adopted and
implemented by the Company, following the procedure of recruitment/selection/appointment of senior
management;
(i) carry out a periodic assessment of the size and composition of the Board of Directors, in accordance
with the provisions and provisions of the applicable Eligibility Policy, in order to identify any gaps
regarding the suitability of the members of the Board of Directors, at individual and collective level, and
submit proposals for improvements, when necessary;
(j) monitors the implementation of the Eligibility Policy and periodically evaluates it, recommending to
the Board of Directors the necessary changes and revisions;
(k) identify and propose candidates for the vacancies of the Board of Directors and assess the
combination of wide knowledge, skills and experience;
(l) shall describe the individual skills and qualifications it deems necessary to fill the positions of the
members of the Board of Directors and shall estimate the time to be devoted to the relevant post;
(m) define the evaluation parameters and lead the evaluation of the Board of Directors' body, the results
of which (evaluation) are communicated and discussed in the Board of Directors and taken into account
in its work on the composition and integration plan of new members;
(n) define the evaluation parameters and lead the evaluation of the performance of the President of the
Board of Directors;
(o) guides the Board of Directors in the annual evaluation of the performance of the Chief Executive
Officer and communicates to the latter the results of the evaluation, which are taken into account in the
determination of his variable remuneration;
(p) draw up and implement a sound succession plan for the Company's Chief Executive Officer and in
particular ensure the identification of the required qualitative characteristics to be acquired by the
person of the Chief Executive Officer, the continuous monitoring and identification of potential internal
candidates and, if appropriate, possible external candidates, as well as the dialogue with the Chief
Executive Officer on the evaluation of candidates for his/her position and other senior management
positions;
(q) provide for the coverage of the succession needs of members of the Board of Directors and senior
management of the Company;
(r) supervise the preparation and monitoring of the implementation of the training process of the
members of the Board of Directors;
(s) ensure the implementation of the diversity policy included in the Eligibility Policy and adequate
gender representation of at least twenty-five percent (25%) of all members of the Board of Directors
and make suggestions on how to address any existing imbalances;
(t) verifies and ascertains the fulfilment of the independence criteria provided by the current legislative
framework, in order for a member of the Board of Directors to be classified as "independent" (i) before
his appointment, (ii) at least on an annual basis per financial year and in any case before the publication
of the annual financial report, which includes a relevant finding, (iii) at any time such examination is
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required by the Treaties (e.g. replacement of independent members, change in the composition of the
Board of Directors, etc.).
2.5 Number of meetings of the Earnings and Nominations Committee
During the financial year 2021 (01.01.2021-31.12.2021) the Candidacy Committee met two (2) times and
all its decisions were taken unanimously.
2.6 Proceedings of the Earnings and Nominations Committee
During the financial year 2021 (01.01.2021-31.12.2021), the Committee for the Earnings and
Nomination of Nominations:
(a) held a meeting immediately after its establishment, elected its Chairman from among its members
and constituted a body;
(b) examined and evaluated the Rules of Procedure of the Company drawn up on behalf of the
Company's Management;
(c) examined and evaluated, in terms of adequacy, proportionality and suitability, the level of
remuneration of all the members of the Board of Directors approved by the Annual Ordinary General
Meeting of 24June 2021 on the one hand for the fiscal year 2020 (01.01.2020-31.12.2020) and on the
other hand for the fiscal year 2021 (01.01.2021-31.12.2021), in order to determine whether the
remuneration paid is proportionate to the duties, the degree of employment, the extent of the
responsibilities, the responsibilities and the performance of the said persons and that it is consistent
with the prevailing economic conditions and the broader financial environment within which the
Company develops its operation and activity, in order to avoid excessive remuneration and the
consequent Exposure of the Company to excessive risks;
(d) provided the necessary assistance for the preparation of the Remuneration Report of the members
of the Board of Directors and other persons falling within the scope of the Remuneration Policy for the
financial year 2021, in order for its content to fully comply with both the provisions of article 112 of Law
4548/2018 and the European Commission Guidelines dated 01.03.2019 regarding the standard
presentation of the Remuneration Report in accordance with Directive 2007/36/EC, as amended by
Directive (EU) 2017/828 on shareholders' rights.
PART C΄ - GENERAL MEETING
Ι. General Meeting
1.1 Introduction
The General Meeting of the Company’s shareholders is its supreme organ and entitled to decide on any
affair concerning the Company. Its decisions are binding on the shareholders that are absent or
dissidents.
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1.2 Sole responsibility of the General Meeting
1.2.1 Pursuant to art. 9 par. 2 of the Articles of Association in force, the General Meeting is solely
responsible to decide on the following:
(a) Amendments of the Articles of Association (as amendments are considered also the increases,
ordinary or extraordinary, as well as the decreases of the capital);
(b) The election of the members of the Board of Directors and Auditors;
(c) The approval of management as a whole, pursuant to article 108 of l. 4548/2018 and the release of
the Auditors;
(d) The approval of the annual and consolidated financial statements;
(e) The distribution of the annual profits;
(f) The approval of remuneration or advance payment thereof pursuant to article 109 of l. 4548/2018;
(g) The approval of remuneration policy of article 110 and the remuneration report of article 112 of l.
4548/2018;
(h) The merger, split-up, conversion, revival, extension of duration or dissolution of the Company; and
(i) Appointment of liquidators.
1.2.2 The provisions of the previous paragraph do not include:
(a) capital increases or capital adjustment operations, explicitly assigned by law or the Αrticles of
association to the board of directors, as well as increases imposed by provisions of other laws;
(b) the amendment or adaptation of provisions of the Articles of association by the Board of Directors
in the cases explicitly defined by law;
(c) appointment by the statutes of the first Board of Directors;
(d) the election in accordance with the Articles of Association of directors to replace resigned, deceased
or otherwise deprived directors;
(e) he absorption according to Articles 35 and 36 of Law 4601/2019 by another société anonyme holding
one hundred percent (100%) or ninety percent (90%) or more of its shares;
(f) the option to distribute profits according to paragraphs 1 and 2 of the Article 162 of l. 4548/2018 and
(g) possibility of distribution, according to paragraph 3 of article 162, of profits or optional reserves
within the current corporate year by decision of the Board of Directors, subject to publication.
1.3 Convening the General Meeting
1.3.1 The General Meeting of the shareholders is convoked by the Board of Directors and convenes
necessarily at the Company’s registered office or in the region of another Municipality within the
registered office, at least once in every financial year, at the latest until the tenth (10
th
) calendar day of
the ninth month after the expiry of the financial year. The General Meeting may also convene in the
region of the Municipality where the seat of the Athens Stock Exchange is.
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1.3.2 The Board of Directors may convoke an extraordinary General Meeting of the shareholders when
it deems it advisable or if it is requested by shareholders representing the required by law or the Articles
of Association percentage.
1.3.3 The procedures and rules for convocation, participation and decision-making by the General
Meeting are regulated in detail by the provisions of Law 4548/2018 and the Company's Articles of
Association.
1.3.4 It is clear from the procedures, provisions and general arrangements set out below that the
Company's corporate governance system includes adequate and effective mechanisms for
communicating with shareholders in order to facilitate the exercise of their rights and active dialogue
with them (shareholder engagement).
1.3.5 The Board of Directors shall ensure that the preparation and conduct of the General Meeting
facilitates the effective exercise of the rights of the shareholders, who are informed of all matters related
to their participation in the General Meeting, including the items on the agenda and their rights at the
General Meeting. In particular, in accordance with the provisions of Law 4548/2018, the Company shall
post on its website at least twenty (20) days before the General Meeting, both in Greek and English:
the invitation to convene the General Meetings,
the total number of shares and voting rights the shares incorporate at the date of the call,
the forms to be used for the vote by proxy or by proxy or, where applicable, for the vote by
electronic means,
the documents to be submitted to the General Meeting,
a draft decision on each item on the proposed agenda or, if no decision has been proposed for
adoption, a comment by the Board of Directors, as well as
the draft resolutions proposed by the shareholders, in accordance with paragraph 3 of Article
141 of Law 4548/2018, immediately upon their receipt by the Company.
1.4 Participation in the General Meeting
1.4.1 At the General Meeting the natural or legal person having the shareholding capacity shall be
entitled to participate and vote at the beginning of the fifth (5th) day prior to the date of the General
Meeting ("record date"). Each share shall be entitled to one (1) vote.
1.4.2 Against the Company is considered as a shareholder entitled to participate in the General Meeting
and to exercise the right to vote the registered on the date of registration in the Dematerialized
Securities System (DSS) of the Societe Anonyme under the name "Hellenic CENTRAL Securities
Depository Societe anonyme" (EL.KAT.) or identified as such on the basis of the relevant date through
registered intermediaries or other intermediaries in compliance with the provisions of the legislation
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(Law 4548/2018, Law 4569/2018, Law 4706/2020 and Regulation (EU) 2018/1212) as well as the Rules
of Operation of the Hellenic Central Securities Depository (Government Gazette Β΄ 1007/16.03.2021).
1.4.3 The proof of shareholding capacity is made by any legal means and in any case on the basis of
information received by the Company up to and including the beginning of the General Meeting by
EL.KAT. or through the participants and registered intermediaries in the Central Securities Depository in
any other case.
1.4.4 The exercise of participation and voting rights does not presuppose the blocking of the
beneficiary's shares or the observance of any other similar procedure, which limits the possibility of
selling and transferring them during the period between the date of registration and the date of the
General Meeting.
1.4.5 The record date also applies in the case of an adjourned or repeat meeting, provided that the
adjourned or repeat meeting is not more than thirty (30) days from the record date. If this is not the
case or if in the case of the repeat General Meeting a new invitation is published, in accordance with the
provisions of Article 130 of Law 4548/2018), the person who has the shareholding capacity at the
beginning of the third (3rd) day before the day of the adjournment or repeat General Meeting shall
participate in the General Meeting.
1.4.6 In article13 par.1 of the Articles of Association of the Company has provided for the possibility of
participation of the shareholders in the General Meeting from a distance in real time by audiovisual or
other electronic means, without the physical presence of the shareholders at the place of its conduct.
The shareholders who participate in the General Meeting by teleconference in real time, are taken into
account for the formation of the quorum and the majority and can effectively exercise their rights during
the General Meeting. Thus, shareholders have the possibility to:
(a) monitor by electronic or audiovisual means the holding of the General Meeting;
(b) speak and address the General Meeting orally during the General Meeting;
(c) vote in real time during the General Meeting on the items on the agenda; and
(d) be informed of the recording of their vote.
1.5 Representation in the General Meeting
1.5.1 The shareholder participates in the General Meeting and votes either in person or by proxy. Each
shareholder may appoint up to three (3) representatives. Legal persons participate in the General
Meeting by appointing as their representatives up to three (3) natural persons. However, if the
shareholder holds company shares, which appear in more than one securities accounts, this limitation
does not prevent the said shareholder from appointing different representatives for the shares
appearing in each securities account with regard to the General Meeting. A representative acting on
behalf of several shareholders may vote differently in respect of each shareholder.
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1.5.2 The shareholder’s representative must notify to the Company, before the commencement of the
General Meetings’ convention, every specific event, which may be useful to the shareholders in order
to assess the risk of the representative serving other interests but the interests of the represented
shareholder. In the sense of the present paragraph, a conflict of interest may arise, especially where the
representative:
(a) is a shareholder exercising the control of the Company or is another legal person or entity which is
controlled by this shareholder;
(b) Is a member of the Board of Directors or of the general management of the Company or shareholder
exercising the control of the Company, or other legal person or entity which is controlled by a
shareholder who exercises the control of the Company;
(c) Is an employee or auditor of the Company or of a shareholder exercising the control of the Company,
or of other legal person or entity which is controlled by a shareholder who exercises the control of the
Company;
(d) Is a spouse or blood relative of first degree of one of the natural persons stated in cases (a) to (c)
above.
1.5.3 The appointment and recall of a shareholders’ representative is done in writing or electronically
and is notified to the Company at least forty eight (48) hours prior to the fixed date of the General
Meetings’ convention.
1.6 Quorum and majority of the General Meeting
1.6.1 According to the law and the Company’s Article of Association, the General Meeting is in quorum
and validly convenes to discuss the items on the agenda, when at least one fifth (1/5) of the paid up
share capital is being represented in it.
1.6.2 If no such quorum is achieved, then the Meeting reconvenes within twenty (20) days from the date
of the cancelled meeting, by invitation at least ten (10) days in advance. This reconvened meeting is in
quorum and validly convenes on the items on the agenda, whatever portion of the paid up share capital
may be represented in it. A newer invitation is not required if the time and place of the repeat meeting
have already been stated in the original invitation, provided that there are at least five (5) days between
the cancelled and the reconvened meeting.
1.6.3 The decisions of the General Meeting are reached by absolute majority of the votes represented
in the Meeting.
1.6.4 Exceptionally, with regard to decisions concerning:
(a) Change of Company’s nationality;
(b) Change of the Company’s business object;
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(c) Increase of the shareholders’ responsibilities;
(d) Ordinary increase of the share capital, unless it is imposed by law or is effected through capitalization
of reserves;
(e) capital decrease, unless made, in accordance with paragraph 5 of Article 21 or paragraph 6 of Article
49 of Law 4548/2018, as in force;
(f) Change in the manner of profit distribution;
(g) Merger, split-up, conversion, revival of the Company;
(h) Extension of the duration or dissolution of the Company;
(i) Granting or renewing of authority to the Board of Directors to increase the share capital according to
par. 1 of article 24 of l 4548/2018, as applicable, as well as
(j) in any other case in which the law stipulates that for the General Meeting to reach a certain decision
an increased majority is required.
the General Meeting is in quorum and validly convenes on the items on the agenda when shareholders
representing one half (1/2) of the paid up share capital are present or represented in it.
1.6.5 If no such quorum is achieved, then the General Meeting reconvenes within twenty (20) days from
the date of the cancelled meeting, by invitation at least ten (10) days in advance. This reconvened
meeting is in quorum and validly convenes on the items on the agenda when at least one fifth (1/5) of
the paid up share capital is represented in it. A newer invitation is not required if the time and place of
the repeat meeting have already been stated in the original invitation, provided that there are at least
five (5) days between the cancelled and the reconvened meeting.
1.6.6 All decisions of the previous paragraph shall be made by a majority of two thirds (2/3) of the votes
represented in the Meeting.
1.7 Minority rights
The shareholders of the Company have, inter alia, the rights provided for in paragraphs 1, 2, 3, 5, 6 and
7 of Article 141 of l. 4548/2018: In particular:
(a) By a request of shareholders representing one twentieth (1/20) of the paid up share capital, the
Board of Directors is obliged to convoke an Extraordinary Meeting of the shareholders, setting a date
for its meeting, which must not be more that forty five (45) days from the date of the service of the
request to the President of the Board of Directors. The request contains the item on the agenda. If a
General Meeting is not convoked by the Board of Directors within twenty (20) days from the service of
the relevant request, the convocation is conducted by the requesting shareholders at the expense of
the Company, by a court decision, issued pursuant to the interim measures proceedings. This decision
states the place and time of the convention, as well as the items on the agenda. The decision is not
subject to judicial appeals.
(b) By a request of shareholders representing one twentieth (1/20) of the paid up share capital, the
Board of Directors is obliged to register on the agenda of a General Meeting that is already convoked,
additional items, if the relevant request reaches the Board of Directors at least fifteen (15) days before
the General Meeting. The additional items must be published or notified with the responsibility of the
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Board of Directors, pursuant to article 122 of l. 4548/2018, at least seven (7) days before the General
Meeting. Any request for additional items on the agenda is accompanied by a justification or a draft
resolution for approval by the General Meeting and the revised agenda is published in the same manner
as the previous agenda on 10.11.2015, i.e. thirteen (13 ) days before the date of the General Meeting
and will also be made available to shareholders on the Company's website, along with the justification
or the draft resolution submitted by the shareholders as provided in Article 123 par. 4 of l. 4548/2018.
(c) Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft
resolutions on matters included in the initial or any revised General Meeting agenda. The relevant
request must reach the Board of Directors at least seven (7) days before the date of the General Meeting,
and the draft decisions shall be made available to the shareholders in accordance with paragraph 3 of
Article 123 of Law 4548/2018, at least six (6) days before the date of the General Meeting. The Board of
Directors is not obliged to include items on the agenda or to publish or disclose them together with a
justification and with draft decisions submitted by the shareholders, in accordance with paragraphs 2
and 3 of Article 141 of Law 4548/2018, if their content is manifestly contrary to the law or morality.
(d) In case of request of a shareholder or shareholders representing one twentieth (1/20) of the paid up
share capital, the President of the Meeting is obliged to postpone, only once, the decision making by the
Extraordinary or Ordinary General Meeting, on all or certain items, designating as the day for the
continuance of the meeting for them to be resolved upon, the day that is specified in the request of the
shareholders, but which may not be more than twenty (20) days from the day of the postponement. The
General Meeting after the postponement constitutes a continuance of the previous meeting and the
repetition of publicity requirements of the shareholders’ invitation is not required. In this meeting new
shareholders may participate provided that the participation requirements are observed and the
provisions of paragraph 6 of article 124 of l. 4548/2018 apply.
(e) In case of request of shareholders representing one twentieth (1/20) of the paid up share capital,
which must be submitted to the Company five (5) full days before the General Meeting, the Board of
Directors is obliged to provide the General Meeting with the requested specific information on the
Company’s affairs, so far as they are related to the items on the agenda. There is no obligation to provide
information when the relevant information is already available on the Company's website, in particular
in the form of questions and answers. Furthermore, in case of request of shareholders representing one
twentieth (1/20) of the paid up share capital, the Board of Directors must announce to the General
Meeting, if Ordinary, the amounts paid during the last two years to each member of the Board of
Directors or the Company’s managers, as well as every contribution to these persons, from whatever
cause or agreement of the Company with them. In all the above cases the Board of Directors may refuse
to provide the information requested of it, on the basis of a significant substantial reason, which is
recorded in the minutes. Such reason could be, depending on the circumstances, the representation of
the requesting shareholders in the Board of Directors, according to articles 79 or 80 of l. 4548/2018. In
the cases referred to in this paragraph, the Board of Directors may respond jointly to requests from
shareholders with the same content.
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(f) In case of request of shareholders representing one tenth (1/10) of the paid up share capital which is
submitted to the Company five (5) full days before the General Meeting, the Board of Directors is obliged
to provide the General Meeting with information relating to the course of corporate affairs and the
property status of the Company. The Board of Directors may refuse to provide the information for a
significant substantial reason, which is stated in the minutes. Such reason could be, depending on the
circumstances, the representation of the requesting shareholders in the Board of Directors according to
article 79 or 80 of l. 4548/2018, provided that the respective members of the Board of Directors have
received the relevant information in a sufficient way.
(g) In case of request of shareholders representing one twentieth (1/20) of the paid up share capital,
any decision making on any item on the agenda of the General Meeting is carried out by roll call.
PART D΄ - INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT
Ι. Internal Audit
1.1 Internal Audit System (IAS) means the set of internal control mechanisms and procedures, including
risk management, internal control and regulatory compliance, which continuously covers every activity
of the Company and contributes to its safe and effective operation.
1.2 The Internal Audit System aims to:
the consistent implementation of the Company's business strategy, with the effective use of the
available resources,
the identification and management of material risks associated with the business and operation
of the Company,
the effective operation of the Internal Audit Unit,
ensuring the completeness and reliability of the data and information required for the accurate
and timely determination of the financial condition of the Company and the preparation of
reliable financial statements,
compliance with the applicable legislative and regulatory framework in general, as well as the
internal regulations governing the operation of the Company.
1.3 The main elements of the Internal Audit System (IAS) are the following:
• Control Environment
The Control Environment consists of all the structures, policies and procedures that provide the basis
for the development of an effective EES, as it provides the framework and structure for achieving the
fundamental objectives of the EES. The Control Environment is essentially the sum of many individual
elements that determine the overall organization and the way the Company is managed and operated.
• Risk Management
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It includes an overview of the risk assessment process, the Company's risk response and management
procedures and the risk monitoring procedures.
• Control Mechanisms and Safeguards (Control Activities)
It includes an overview of the control mechanisms of critical safeguards, with emphasis on safeguards
related to conflict of interest issues, segregation of duties and the governance and security of
Information Systems.
• Information and Communication System
It concerns the review of the process of financial development, including audit mechanism reports (e.g.
Supervisory, Regulatory and Regulatory Authorities, Certified Auditors, etc.) and non-financial
information (e.g. Sustainable Development Policy, environmental, social and employment issues,
respect for human rights, the fight against corruption, issues related to bribery, as provided for by article
151 of Law 4548/2018) as well as the overview of the Company's critical internal and external
communication procedures.
• Monitoring
It concerns the review of the Company's structures and mechanisms that have been charged with the
continuous evaluation of EES data and the reporting of findings to be corrected or improved, and in
particular of the Audit Committee and the Internal Audit Unit.
1.4 The Internal Audit Unit is responsible for the systematic monitoring, control and periodic evaluation
of the Internal Audit System, especially as regards the adequacy and correctness of the financial and
non-financial information provided, risk management, regulatory compliance and the Corporate
Governance Code adopted by the Company, and is an independent organizational unit within the
Company.
In addition, a periodic evaluation of the Internal Audit System is carried out every three (3) years by an
independent and objective evaluator, in accordance with the specific provisions of the decision of the
Board of Directors under number 1/891/30.09.2020 of the Hellenic Capital Market Commission.
1.5 Th Company’s Internal Audit Unit:
(a) monitors, controls and evaluates the implementation of the Operating Regulation and the Internal
Audit System, in particular as regards the adequacy and correctness of the financial and non-financial
information provided, risk management, regulatory compliance and the Corporate Governance Code
adopted and implemented by the Company;
(b) monitors, controls and evaluates the quality assurance mechanisms;
(c) monitors, controls and evaluates corporate governance mechanisms;
(d) monitors, verifies and evaluates the compliance with the commitments contained in prospectuses
and the Company's business plans regarding the use of funds raised from the regulated market;
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(e) prepares reports to the controlled units with findings in relation to the above, the risks arising
therefrom and the improvement proposals, if any, which reports after the incorporation of the relevant
views by the controlled units, the agreed actions, if any, or the acceptance of the risk of non-action by
them, the restrictions on its audit range, if any, the final internal audit proposals and the results of the
controlled units' response to its proposals, are submitted quarterly to the Audit Committee and
(f) submits reports every three (3) months to the Audit Committee, including the most important issues
and its proposals, on the above tasks which the Audit Committee presents and submits together with
its observations to the Board of Directors.
1.6 The Internal Audit Unit is headed by its head, who:
(a) attends the General Meetings of Shareholders;
(b) provides in writing any information requested by, cooperate with and facilitate in any way possible
the monitoring, control and oversight work of the competent surveillance authority;
(c) submits to the Audit Committee an annual audit plan and the requirements of the necessary
resources, as well as the impact of the restriction of resources or the audit work of the Unit in general.
The annual audit program is prepared based on the risk assessment of the Company, after taking into
account the opinion of the Audit Committee.
(d) has free and unhindered access to any organizational unit of the Company and is aware of any data,
records and information required for the effective and effective exercise of its duties.
1.7 The Head of the Internal Audit Unit:
(a) is appointed by the Board of Directors of the Company, upon proposal of the Audit Committee,
(b) is a full-time, exclusive employee, who is personally and functionally independent and objective in
the performance of his duties;
(c) has the appropriate knowledge and relevant professional experience.
(d) is administratively subordinated to the Chief Executive Officer and operationally to the Audit
Committee.
(e) (e) a member of the Board of Directors or a member entitled to vote on committees of a permanent
nature of the Company may not be appointed as head of the Internal Audit Department and has close
ties with anyone who holds one of the above properties in the Company or in a Group company.
Furthermore, the number of internal auditors of the Internal Audit Department must be proportional to
the size of the Company, the nature, scale, scope and complexity of the Company's activities, the number
of its employees, the geographical points of its activity, the number of its functional and executive units
as well as the audited entities in general.
Mr. Dimitrios Evangelou is the Head of the Internal Audit Department of the Company.
1.8 The staff of the Internal Audit Unit must comply with:
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(a) the International Professional Practices Framework,
(b) the International Standards for the Professional Application of Internal Audit (IIA Standards);
(c) the Code of Ethics (IIA Code of Ethics);
(d) the applicable legislative and regulatory framework in general;
(e) the Company's Internal Rules of Procedure.
1.9 The staff of the Internal Audit Unit in the performance of their duties must apply the following
principles:
(a) integrity (demonstration of sincerity, diligence, consistency and responsibility in the performance of
their duties, observance of the legislative and regulatory framework and the internal procedures of the
Company);
(b) objectivity (demonstrating the greatest possible impartiality in the collection, evaluation and
communication of information relating to the checks carried out, non-acceptance of gifts liable to affect
their professional judgement, immediate communication of any fact which might be considered
contrary to their independence);
(c) confidentiality (respect for and management of information acquired in the performance of their
duties with due diligence, avoidance of use of such information for personal gain or in a manner
detrimental to the Company, taking appropriate measures to protect such information);
(d) competence (possession of the knowledge, skills and experience necessary for the provision of
internal audit services, continuous improvement of the adequacy, efficiency and effectiveness of their
services, exercise of appropriate professional judgement).
1.10 The Internal Audit Unit has an Operating Regulation, which was drawn up in accordance with the
provisions of Articles 15 and 16 of Law 4706/2020 (Government Gazette A '136/17.07.2020), as in force,
was approved and entered into force by virtue of the decision of the Board of Directors of the Company
on July 16, 2021 following a proposal of the Audit Committee and specifies the principles and the basic
operating framework of the Unit, specifies the fundamental principles and rules that the Internal
Auditors must follow in the performance of their duties, describes the responsibilities, duties and
obligations of the Unit and regulates its relations with all interested parties (Board of Directors, Audit
Committee, Chief Executive Officer, Legal Auditors).
ΙΙ. Risk management
1.1 The Company implements a risk management process, which aims at the timely and effective
treatment of risks that may have a negative impact on the achievement of its objectives. It is a systematic
process that aims at the timely and effective identification, analysis, control, management and
monitoring of all forms of risk inherent in the operation of the Company.
1.2 The Company's risk management system is based on the following axes:
• risk identification;
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• risk assessment;
• response to potential risks (risk management) and
• monitoring and reporting of risks
1.3 In particular, and with regard to the process of preparing the financial statements, the Company has
invested significant amounts of money in the development, upgrading and maintenance of advanced IT
infrastructures that ensure through a series of information procedures, safeguards and security levels
the correct and accurate display of financial figures and data, while at the same time their back-up
storage is always up.
The policies and procedures adopted shall be evaluated at regular intervals and redefined in the event
that it is found to be insufficient or that existing legal provisions require it.
At the same time, the results are analysed and processed on a daily basis, covering all the important
areas of business activity.
Comparisons shall be made between actual, historical and budgeted revenue and expenditure accounts
with a sufficient detailed explanation of all significant discrepancies.
Through all the above procedures and security mechanisms, any risk related to the preparation of the
financial statements (corporate and consolidated) of the Company is minimized.
PART Ε΄ - ADDITIONAL INFORMATION
1.1 Introduction
Article 10 par. 1 of Directive 2004/25/ΕC of the European Parliament and of the Council of 21
st
April
2004, regarding public takeover bids, stipulates the following in relation to companies whose total of
securities is admitted to trading on a regulated market, according to the definition of l. 4548/2018:
“1. Member states make sure that the companies stated in article 1 paragraph 1 publish detailed
information as to the following:
(a) their capital structure, including securities that are not admitted to trading on a member state
regulated market and, as is the case, indication of the several categories of shares with the rights and
obligations associated with each category of shares and the percentage they represent on the total share
capital;
(b) all restrictions in transfer of securities, such as restrictions on the holding of securities or the obligation
to receive the approval of the company or of other holders of securities, without prejudice to article 46
of Directive 2001/34/ΕC;
(c) the significant, direct or indirect participations (including indirect participations through pyramid
structures or cross-shareholdings) in the sense of article 85 of Directive 2001/34/EC;
(d) the holders of any kind of securities that provide special control rights and description of these rights;
(e) the control mechanism that might be provided for in a system of employee participation, on condition
that the control rights are not directly exercised by the employees;
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
82
(f) any kind of limitations to the right to vote, such as the limitations to the rights to vote in holders of a
given percentage or number of votes, the deadlines for the exercise of the rights to vote, or systems in
which, with the company’s cooperation, the financial rights derived from securities are distinguished
from the holding of the securities;
(g) the agreements between shareholders which are known to the company and may entail limitations
in the transfer of securities and/or the rights to vote, in the sense of Directive 2001/34/ΕC;
(h) the rules regarding the appointment and replacement of members of the Board as well as regarding
the amendment of the Articles of Association;
(i) the powers of the members of the Board, especially as to the possibility of issuance or repurchase of
shares;
(j) every important agreement in which the company participates and which starts to take effect, gets
amended or expires in case of change in the control of the company, following a public takeover bid and
the results of this agreement, unless if, owing to its nature, its being publicized would cause serious
damage to the company. This exception does not apply where the company is expressly obliged to
publicize similar information based on other legal requirements;
(k) every agreement the company has entered into with the members of its Board or its staff, which
provides for compensation in case of resignation or dismissal without substantial reason or if their
employment is terminated due to the public takeover bid”.
1.2 The above information is detailed in Section F of this Report.
1.3 In relation to cases c’, d’, f’, h’ and i’ of par. 1 of article 10, the Company states the following:
• as to case c’΄: the significant direct or indirect participations of the Company are the following:
(a) “GLOBALSOFT DEVELOPMENT AND MARKETING OF SOFTWARE AND COMPUTING SYSTEMS
MATERIAL SOCIETE ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company
participates with 97.09%;
(b) «PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD», with registered office in Cyprus, in which the
Company participates with 100%;
(c) “COMPUTER INTERNATIONAL FRANCHISE LIMITED LIABILITY COMPANY”, with registered office in
Nea Smyrni, Attica, in which the Company participates with 50.18%;
In relation to the said Limited Liability Company it is noted that by virtue of notarial deed under number
5055/01.07.2008 of the Athens Notary Public Haricleia Serveta-Phili, it has been dissolved and is
currently under liquidation, that has not been yet concluded;
(d) “PROFILE SOFTWARE (UK) LTD”, with registered office in the United Kingdom, in which the above
Cypriot subsidiary participates with 100%;
(e) “PROFILE DIGITAL RECORDING, STORAGE AND RELEASE OF MINUTES OF COURT MEETINGS SOCIETE
ANONYME”, with registered office in Nea Smyrni, Attica, in which the Company participates with 100%;
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
83
(f) «LOGIN S.A.», with registered office in France, in which PROFILE SYSTEMS & SOFTWARE (CYPRUS)
LTD participates with 99.92% and PROFILE SOFTWARE (UK) LTD with 0.08%;
(g) “PROFILE TECHNOLOGIES COMMERCAIL AND INDUSTRIAL COMPANY SINGLE MEMBER SOCIETE
ANONYME”, with registered office in Thessaloniki, in which the Company participates with 100%;
(h) “CENTEVO A.B.”, with registered office in Stockholm, Sweden and presence through a branch in Oslo,
Norway, in which “PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD” participates with 100%.
Furthermore, the significant direct or indirect participations in the share capital and the voting rights of
the Company pursuant to the provisions of articles 9 to 11 of l. 3556/2007 are the following:
(a) Charalampos Stasinopoulos: 3.571.997 shares and voting rights (a percentage of 29,730%).
(b) Latover Holdings Limited (owned by Mr. Ch. Stasinopoulos): 1.771.830 shares and voting rights (a
percentage of 14,748 %).
• as to case d΄: there are no securities of any kind (including shares), which provide special control rights.
• as to case f΄: there are no known restrictions to the right to vote (such as restrictions of the rights to
vote in holders of a given percentage or number of votes, deadlines for the exercise of the rights to vote,
or systems in which, with the Company’s cooperation, the financial rights derived from securities are
distinguished from the holding of securities).
With regard to the exercise of the rights to vote at the General Meeting, there is an extensive reference
in Section C΄of the present Corporate Governance Statement.
• as to case h΄: with regard to the appointment and replacement of members of the Company’s Board
of Directors as well as the issues related to the amendment of the Company’s Articles of Association,
there are no rules which differ from the provisions of l. 4548/2018, as currently in force. These rules are
described in detail in Section Α΄ of the present Corporate Governance Statement.
• as to case i΄: there are no special powers of the Board of Directors or some of its members with regard
to the issuance or repurchase of shares in accordance with article 49 of l. 4548/2018. The relevant
authority and authority to the Board of Directors is always granted by virtue of a relevant decision of
the General Meeting of the Company's shareholders.
It is noted that by virtue of the relevant decision of the annual Ordinary Meeting of shareholders dated
May 7, 2020 the Board of Directors of the Company was granted the power to purchase a maximum of
1.000.0000 treasury shares, within a period of twenty-four (24) months from the date of the above
decision and in accordance with the terms and restrictions set out in Article 49 of Law 4548/2018, with
a purchase price range of fifty cents (€0.50) per share (threshold) and eight Euros (€8.00) per share
(maximum).
The Company, during the closing year 2021 (01.01.2021-31.12.2021) proceeded to the purchase of
309.679 equity shares, at the average acquisition price of 5,0848 Euro per share, which correspond to a
percentage of 2,58% of its share capital.
At the same time, on 16
th
November 2021 it proceeded to the sale of 330.000 equity shares, at the sale
price of 5,96 Euro per share.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
84
On the date of approval of the present Report the Company holds 80.446 own shares, at the average
purchase price of 6,2215 Euro per share, which constitute 0,67% of its share capital.
• Cases e΄, g΄, j΄ and k΄ are not applied.
PART F΄ - SPECIAL STATEMENTS
1.1 The Board of Directors carried out during the financial year 2021 (01.01.2021-31.12.2021) an annual
review of the corporate strategy, the main business risks faced by the Company in the sector in which it
operates, as well as the internal control systems implemented by the Company and found the following:
the corporate strategy is properly implemented and in accordance with the planning of the competent
Directorates, in order for the Company to continue to be distinguished for the promotion of innovative
products and services, the establishment of long-term relationships of trust and the creation of a feeling
of intimacy among its partners, further developing its business model,
the main areas of business and financial risk of the Company as well as the issues that may have a
significant impact on its financial statements, according to the size and complexity of its activities are
included, have been analytically reported and dealt with in the relevant Section of the Management
Report of the Board of Directors and finally
the internal audit is carried out in accordance with the applicable legislative and regulatory framework
in general and the principles of the Code of Ethics, and covers the main activities of the company, in
order to ascertain the adequacy of the management and organisation systems of the audited entity, to
diagnose any irregularities, errors, weaknesses and potential fraud that may result in mismanagement
and/or loss of assets and to verify the reliability of the measurement and presentation of the financial
figures that constitute the image of the economic unit.
1.2 The Board of Directors of the Company hereby declares and confirms that the Audit Company, which
is responsible for carrying out the statutory audit of the annual and half-yearly Financial Statements
(corporate and consolidated), as well as the issuance of the annual tax certificate and the tax compliance
report, does not provide any other non-audit services to the Company and therefore has no direct or
indirect impact on the objectivity, integrity, reliability and effectiveness of the statutory audit.
PART G΄ - SUSTAINABLE DEVELOPMENT POLICY
The Group acknowledges the need for continuous improvement of environmental performance based
on the principles of sustainable development and in compliance with legislation and international
standards, aiming at balanced economic development in harmony with the natural environment.
Following a path of sustainable development, it carries out its activities in a way that ensures both the
protection of the environment and the health and safety of its employees.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
85
The Group seeks to improve the overall behavior of its employees in terms of environmental pollution
prevention, recycling and environmental management and to consolidate the concept of ecological
sensitivity throughout the pyramid of employees.
In collaboration with "KLIMAKA", a non-profit organization that cares for the socially weak, collects and
compresses paper for recycling, which not only contributes to the protection of the environment but
also provides food and shelter to homeless people, who participate in recycling and collection.
Furthermore, the Company is an active supporter of "Think Before Printing", including its logo in all its
electronic communications.
This Corporate Governance Statement is an integral and distinct part of the annual Management Report
of the Company's Board of Directors.
Nea Smyrni, March 17, 2022
The Company’s Board of Directors
The President of the Board of Directors
Charalampos Stasinopoulos
86
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of
“PROFILE SYSTEMS & SOFTWARE S.A.”
Audit Report on the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of the
company "PROFILE SYSTEMS & SOFTWARE S.A." (the Company), which comprise the separate
and consolidated statements of financial position as at December 31, 2021, the separate and
consolidated statements of comprehensive income/(loss), changes in equity and cash flows for
the year then ended, and a summary of significant accounting policies and other explanatory
information.
In our opinion, the accompanying separate and consolidated financial statements present fairly
in all material respects the financial position of the Company "PROFILE SYSTEMS & SOFTWARE
S.A." and its subsidiaries (the Group) as at December 31, 2021, their financial performance and
cash flows for the year then ended in accordance with International Financial Reporting
Standards, as endorsed by the European Union.
Basis for Opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs), as
incorporated in the Greek Law. Our responsibilities under those standards are further described
in the “Auditor’s responsibilities for the audit of the separate and consolidated financial
statements” section of our report. We remain independent of the Company and its subsidiaries
throughout the period of our appointment, in accordance with the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), as
incorporated in the Greek Law, together with the ethical requirements that are relevant to the
audit of the separate and consolidated financial statements in Greece, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the IESBA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the separate and consolidated financial statements of the audited
period. These matters and the related risks of material misstatement were addressed in the
context of our audit of the separate and consolidated financial statements as a whole, in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
87
1. Acquisition of subsidiary – Recognition
of goodwill, intangible assets Valuation
Key audit matter Addressing the audit matter
On December 31, 2021 in the Annual Financial
Report, the Group displays Goodwill amounting to
€2,735 thousand (€1,232 thousand on 31.12.2020)
and Intangible assets amounting to €8,571
thousand (€5,322 thousand on 31.12.2020).
As disclosed in Note 12 of the annual financial
report, on March 19, 2021, the Group acquired all
the shares and acquired control of the company
Centevo AB, which is based in Stockholm, for
€4,000 thousand.
The Group included this participation in the
consolidated financial statements for the period
ended 31/12/2021 in accordance with the
requirements for business combinations in IFRS 3
and the requirements regarding the consolidated
financial statements of IFRS 10, recognizing
goodwill of approximately €1,514 thousand and
intangible assets of approximately €2,253
thousand.
According to the Group's accounting policy,
intangible assets acquired individually are
recognized at cost, while those acquired through
business combinations are recognized at fair values
at the date of the acquisition.
According to the requirements of IAS 36 the
goodwill and the intangible assets with unidentified
useful life are tested for impairment at least on an
annual basis, while the intangible assets with
defined useful life are tested for impairment when
there are indications for impairment.
Due to the degree of management judgements in
the application of the acquisition method for the
incorporation of this subsidiary into the
consolidated statements of the Group, in
accordance with the instructions in IFRS 3, as well
as the initial recognition of goodwill and intangible
assets resulting from that transaction, but also due
to the estimates and assumptions used by the
management in the context of the impairment test,
it is considered as one of the most important issues
of our audit.
Our audit approach included, inter alia, the following key
procedures:
-We reviewed the legal documents of the acquisition and
evaluated the correctness of the implementation by the
Group's management of the accounting principles and the
acquisition's accounting policy as a business combination, in
accordance with the requirements of IFRS 3 and the
appropriateness of incorporating the acquired in the
consolidated financial statements of the Group in
accordance with IFRS 10.
- We have reviewed the appropriateness of applying the
acquisition method in accordance with IFRS 3, and with the
involvement of our specialist advisors, we have assessed the
plausibility of the assumptions made in the valuation models
and in generally the appropriateness of the methodology
used to determine the fair value of the identifiable assets of
the subsidiary.
-We found the correctness of the calculation of the
recognized goodwill as the difference on the one hand of the
total redemption price and on the other hand of the
identifiable assets and the assumed liabilities measured at
fair values.
- Regarding the recognition of the intangible assets, we
examined the application of the recognition criteria which
are stated in IAS 38.
- We assessed the Management’s estimation about whether
indications of intangible assets impairments exist.
- Regarding the audit of goodwill impairment, we assessed
the validity of the assumptions of the value estimation
models (standard cash flows, discount rates, etc.) and in
general the methodology which was used for the
determination of the current value.
- We assessed the reliability of Management's forecasts, by
comparing the actual performance against previous
forecasts.
-We assessed the adequacy and the appropriateness of the
information provided in notes 12 and 13 of the annual
financial report.
88
2. Recoverability of trade receivables
Key audit matter Addressing the audit matter
On December 31, 2021 the Group's trade
receivables amounted to € € 4.977 thousand (€
3.699 thousand on 31.12.2020). These receivables
include provisions for impairment amounting to €
4.487 thousand (€ 4.441 thousand on 31.12.2020).
Furthermore, € 2.556 thousand of receivables
under litigation are included in the line Other
Receivables (€ 2.556 thousand on 31.12.2020).
The Management assesses the recoverability of the
Group’s trade receivables and estimates the
required provisions for impairments regarding the
expected credit losses.
The Management in order to estimate the required
provision for impairments of the delayed trade
receivables, or those under litigation, monitors the
customers’ outstanding balances, their credit
history, the expected time of receipts as well as the
opinion of its Legal Counsel regarding the
receivables under litigation in general.
We consider that the assessment of the recovery
of the company’s trade receivables is one of the
most critical audit matters because the trade
receivables are one of the most important assets,
as well as because of the estimations and the
assumptions that management used.
Our audit procedures for the recoverability of trade
receivables included, amongst others:
- Understanding the processes of credit control and the main
safeguards regarding the credit liability of the customers.
- Understanding the process regarding the monitoring of
trade receivables and other factors (data, affairs and
technical assessments) which are taken into consideration
for the estimation of the impairment provision.
- We assessed that the process which was applied by
Management is in line with the standards included in IFRS
9.
- Examination of lawyers' reply letters to identify potential
issues indicating remaining trade claims that may not be
recoverable in the future.
- Receiving confirmation letters from third parties for a
representative sample of trade receivables and performing
procedures after the date of the financial statements for
receipts of receivables at the end-of-year financial
statements.
- Assessment of the adequacy and the trustworthiness of the
disclosures in notes 3, 16 and 17 of the financial statements.
Other information
Management is responsible for the other information of the Annual Financial Report. The other
information, include the Board of Directors Report for which reference is also made in the section
“Report on Other Legal and Regulatory Requirements”, the Statements of the Members of the Board
of Directors, and other complementary information that are either required pursuant to special
provisions of the law or the Company individually adopted based on the L.3556/2007, but does not
include the financial statements and the audit report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the separate and consolidated financial statements or our knowledge obtained
during 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 in this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Management and those charged with governance for the separate and
consolidated financial statements
89
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with International Financial Reporting Standards as endorsed by
the European Union, and for such internal control as management determines is necessary to enable
the preparation of separate and consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, Management is responsible for
assessing the Company’s and the Group’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
Management either intends to liquidate the Company and the Group or to cease operations, or has no
realistic alternative but to do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the
Company’s and the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated
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, as incorporated in
the Greek Law, 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
separate and consolidated financial statements.
As part of an audit in accordance with ISAs, as incorporated in the Greek Law, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate and consolidated 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 and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by Management.
Conclude on the appropriateness of Management’s 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 and the Group’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 separate and consolidated
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
90
events or conditions may cause the Company and the Group to cease to continue as a going
concern.
Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial
statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities
or business activities within the Group, to express an opinion on the separate and consolidated
financial statements. We are responsible for the direction, supervision and performance of the
Company and Group audit. We remain solely responsible for our audit opinion.
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 to communicate with them all relationships and
other matters that may reasonably be considered to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the separate and consolidated financial statements of
the audited period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1. Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of
Directors’ Report and Corporate Governance Statement that is included therein, according to the
provisions of paragraph 5 article 2 of Law 4336/2015 (part B), we report that:
a) The Board of Directors’ Report includes a Corporate Governance Statement that contains the
information required in article 152 of Law 4548/2018.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the legal
requirements of articles 150 and 153, and paragraph 1 (c and d) of article 152 of L. 4548/2018 and
the content of the Board of Directors’ report is consistent with the accompanying financial
statements for the year ended December 31, 2021.
c) Based on the knowledge and understanding concerning PROFILE SYSTEMS & SOFTWARE S.A. and
its environment, gained during our audit, we have not identified information included in the Board
of Directors’ report that contains a material misstatement.
2. Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent with
our Additional Report to the Audit Committee of the Company, in accordance with article 11 of the EU
Regulation 537/2014.
91
3. Provision of Non-Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services per article
5 of the EU Regulation 537/2014, or any other allowed non-audit services.
4. Auditor’s Appointment
We were first appointed as auditors of the Company by the General Meetings on June 30, 2006. Since
then, our appointment has been uninterruptedly renewed for a total period of 16 years, based on the
decisions of the Ordinary General Meeting each year.
5. Rules of Procedure
The Company has an Operating Regulation in accordance with the content provided by the provisions
of article 14 of l 4706/2020.
6. Safeguard Report on the European Uniform Electronic Reporting Format
We have examined the digital files of the Company "PROFILE commercial & industrial information
society" (hereinafter referred to as the Company and/or the Group), which were prepared in
accordance with the European Uniform Electronic Format (ESEF) defined by the Delegated Regulation
of the European Commission (EU) 2019/815, as amended by Regulation (EU) 2020/1989 (hereinafter
referred to as the ESEF Regulation) and which include the Company's and the Group's corporate and
consolidated financial statements for the year ended 31 December 2021, in XHTML format
(21380051TUVZ3KYK5G44-2021-12-31-el.xhtml), as well as the foreseen XBRL file
(21380051TUVZ3KYK5G44-2021-12-31-el.zip) with the appropriate marking, on the aforementioned
consolidated financial statements.
Regulatory Framework
The digital files of the European Uniform Electronic Format are compiled in accordance with the ESEF
Regulation and the Interpretative Communication of the European Commission dated 10 November
2020, as provided by Law 3556/2007 and the relevant announcements of the Hellenic Capital Market
Commission and the Athens Stock Exchange (hereinafter "ESEF Regulatory Framework"). In summary,
this Framework includes, inter alia, the following requirements:
- All annual financial reports should be prepared in XHTML format.
- With respect to consolidated financial statements based on International Financial Reporting
Standards, financial information included in the Statement of Comprehensive Income, the
Statement of Financial Position, the Statement of Changes in Equity and the Statement of Cash
Flows should be labelled XBRL (XBRL ‘tags’), in accordance with the ESEF Taxonomy, as applicable.
The technical specifications for the ESEF, including the relevant taxonomy, are set out in the ESEF
Regulatory Technical Standards.
Requirements set by the current ESEF Regulatory Framework are appropriate criteria to express a
conclusion that provides reasonable assurance.
Responsibilities of the administration and those responsible for governance
The management is responsible for the preparation and submission of the Company's and the Group's
corporate and consolidated financial statements for the year ended December 31, 2021, in accordance
with the requirements set out by the ESEF Regulatory Framework, as well as for those internal controls
that the management defines as necessary, in order to allow the preparation of the digital files free
from material error, whether due to fraud or error.
92
Auditor's Responsibilities
Our responsibility is to design and carry out this assurance task, according to no. 214/4/11-02-2022
Decision of the Board of Directors of the Accounting Standardization and Audit Committee (ELTE) and
the "Guidelines in relation to the work and assurance report of the Certified Public Accountants on the
European Uniform Electronic Reporting Form (ESEF) of issuers with securities admitted to trading on a
regulated market in Greece", as issued by the Certified Public Accountants' Body on 14/02/2022
(hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the corporate and
consolidated financial statements of the Company and the Group prepared by the management in
accordance with the ESEF comply in all material respects with the applicable ESEF Regulatory
Framework.
Our work was carried out in accordance with the Code of Ethics for Professional Auditors of the Council
of International Standards on Auditor Ethics (AIDCP Code), as incorporated into Greek Legislation and
in addition we have fulfilled the ethical obligations of independence, in accordance with Law
4449/2017 and Regulation (EU) 537/2014.
Our assurance work is limited to the objects included in the ESEF Guidelines and was conducted in
accordance with the International Standard for Assurance Works 3000, “Assurance Works Beyond
Audit or Overview of Historical Financial Information”. Reasonable assurance is a high level assurance,
but it is not a guarantee that this work will always detect a material error in relation to non-compliance
with the requirements of the ESEF Regulatory Framework.
Conclusion
Based on the work carried out and the evidence obtained, we conclude that the Company's and the
Group's corporate and consolidated financial statements for the year ended 31 December 2021, in
XHTML file format (21380051TUVZ3KYK5G44-2021-12-31-el.xhtml), as well as the XBRL file
(21380051TUVZ3KYK5G44-2021-12-31-el.zip) with the appropriate marking, on the aforementioned
consolidated financial statements, have been prepared, in all material respects, in accordance with
the requirements of the ESEF Regulatory Framework.
Athens, March 18, 2022
Nikolaos A. Nikolopoulos
Certified Auditor
SOEL Reg. No. 20961
SOL S.A.
Member of Crowe Global
3, Fok. Negri Str., 112 57 Athens
SOEL Reg. No. 125
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
93
ANNUAL FINANCIAL STATEMENTS OF THE YEAR 2021
STATEMENT OF FINANCIAL POSITION
NOTE GROUP COMPANY
ASSETS 31.12.2021 31.12.2020* 31.12.2021 31.12.2020*
Non-current assets
Tangible assets 11 4.315.930 4.649.062 4.205.966 4.322.456
Right-of-use assets 30 538.234 566.690 - -
Goodwill 12 2.735.273 1.232.159 - -
Intangible assets 13 8.571.221 5.321.650 2.087.018 2.137.530
Investments in subsidiaries 14 - - 7.511.834 4.611.834
Other non-current assets 176.601 76.350 1.405.675 5.674
Deferred tax assets 9 508.726 382.475 215.705 218.015
Total 16.845.985 12.228.386 15.426.198 11.295.509
Current assets
Inventories 15 84.519 84.519 58.539 58.539
Trade receivables 16 4.977.127 3.699.490 1.644.194 1.484.448
Other receivables 17 5.693.695 5.040.199 4.609.087 4.354.717
Prepayments 17 211.970 208.630 204.949 202.287
Short term investments 18 3.012.258 2.077.978 2.406.422 1.658.406
Cash and cash equivalents 19 12.612.093 13.908.436 5.661.775 7.756.446
Total 26.591.662 25.019.252 14.584.966 15.514.843
TOTAL ASSETS 43.437.647 37.247.638 30.011.164 26.810.352
LIABILITIES
Equity
Share capital 20 5.646.540 5.594.674 5.646.540 5.594.674
Share premium 20 2.484.127 2.348.390 2.484.127 2.348.390
Treasury shares 21 (143.145 ) (189.934 ) (142.048) (188.837)
Reserves 22 8.931.053 7.677.994 8.845.430 7.592.371
Retained earnings 8.133.994 6.957.074 1.554.571 2.081.912
Equity attributable to owners 25.052.569 22.388.198 18.388.620 17.428.510
Non-controlling interests (110.627 ) (109.831 ) - -
Total 24.941.942 22.278.367 18.388.620 17.428.510
Non-current liabilities
Long-term borrowings 23 3.214.286 2.000.000 3.214.286 2.000.000
Provision for employees’ indemnities 24 791.123 739.982 134.272 143.680
Grants 26 165.888 158.040 - 71.012
Other non-current liabilities 23 428.776 634.626 432.276 638.126
Lease liabilities 30 501.499 484.730 - -
Deferred tax liability 9 175. 806 134.255 - -
Other Provisions 41.065 45.850 35.000 35.000
Total 5.318.443 4.197.483 3.815.834 2.887.818
Current liabilities
Short -term borrowings 23 3.711.665 2.118.7 00 2.474.679 1.682.127
Trade payables 27 2.109.4 46 1.536.903 1.482.857 1.089.454
Other payables 28 5.271.466 5.311.536 2.888.753 2.697.241
Lease liabilities 30 83.563 73.564 - -
Social Security and other tax liabilities 1.428.565 1.185.872 590.873 598.605
Income tax payable 572.557 545.213 369.548 426.597
Total 13.177.262 10.771.788 7.806.710 6.494.024
TOTAL EQUITY AND LIABILITIES 43.437.647 37.247.638 30.011.164 26.810.352
The accompanying notes are an integral part of the annual consolidated financial statements.
(*) The comparative figures for 2020 have been revised due to the change in the accounting policy of IAS 19 (see note 24).
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
94
STATEMENT OF COMPREHENSIVE INCOME
GROUP COMPANY
NOTE 01.01.2021-
31.12.2021
01.01.2020-
31.12.2020*
01.01.2021-
31.12.2021
01.01.2020-
31.12.2020*
Revenue 6 20.117.254 15.040.891 9.171.317 9.253.416
Less: Cost of sales 7 (10.108 .590 ) (6.938.099 ) (4.786.495) (4.819.027)
Gross profit 10.008.664 8.102.792 4.384.822 4.434.389
Other operating income 854.080 705.143 456.918 235.306
Selling and distribution expenses 7 (3.159.679 ) (2.725.563 ) (1.660.614) (1.556.686)
General and administrative expenses 7 (2.138.226 ) (1.615.757 ) (1.145.304) (1.032.724)
Research and Development expenses 7 (2.612.625 ) (1.887.640 ) (1.730.086) (1.445.678)
Other expenses 7 (253.873 ) (668.606 ) (233.218) (469.894)
Operating profit 2.698.341 1.910.369 72.518 164.713
Financial income / (expenses) 8 90.761 (599.195 ) 49.858 (415.955)
Profit before tax - - 1.000.000 1.000.000
Income tax 2.789.102 1.311.174 1.122.376 748.758
Profit after tax (A) 9 (585.8 44 ) (360.057 ) (248.263) (171.278)
Non-controlling interests 2.203.258 951.117 874.113 577.480
Profit attributable to Equity holders of
the parent
(802 ) (1.881 )
- -
Other comprehensive income
Items that are not be reclassified to
profit or loss in
subsequent periods:
Currency translation adjustment
Remeasurement gain/(loss) of
employees’ indemnities provision
Related tax (24.186 ) (30.415 ) (24.122) (30.358)
Other comprehensive income, net of taxes (Β) 5.322 6.771 5.307 6.630
Total comprehensive income (A+B) 355.505 (290.814 ) (18.815) (23.728)
Equity holders of the parent 2.558.763 660.303 855.298 553.752
Non-controlling interests 2. 559.559 662.181
Earnings per share (796 ) (1.878 )
Gross profit 10
Diluted Earnings per Share
10
The accompanying notes are an integral part of the annual consolidated financial statements.
(*) The comparative figures for 2020 have been revised due to the change in the accounting policy of IAS 19 (see
note 24).
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
95
STATEMENT OF CHANGES IN EQUITY
GROUP Share
capital
Share
premium
Treasury
shares
Legal
reserve
Other
reserves
Greek
legislation
reserves
Retained
earnings
Non-
controlling
interests
Total
Total equity beginning balance 01.01.2020 (originally
published)
Adjustment due to change in an accounting policy IAS 19
Total equity beginning balance 01.01.2020 (revised)
Profit /(loss) for the year - - - - - - 952.998 (1.881 ) 951.117
Other comprehensive income, net of taxes - - - - - - (290.817 ) 3 (290.8 14 )
Total comprehensive income net of taxes - - - - - - 662.181 (1.878 ) 660.303
Acquisition of treasury shares (note 21) - - (1.022.095 ) - - - - - (1.022.095 )
Selling of treasury shares (note 21) - - 2.199.355 - - - 645.905 - 2.845. 260
Share capital increase (note 20) 574.492 (419.166 ) - - - - - - 155.326
Share capital decrease (note 20) (531. 549 ) - - - - - - - (531.549 )
Profit distribution
Reserve from issue of stock - - - - 431.223 - - - 431.223
Intercompany dividends - - - - 1.000.000 - (1.000. 000 ) - -
Total equity ending balance 31.12.2020 5 .594.674 2.348. 390 (189.934 ) 757.620 4.401.934 2.518.440 6.957.074 (109.831 ) 22.278.367
Profit /(loss) for the year - - - - - - 2.204.0 60 (802 ) 2.203.2 58
Other comprehensive income, net of taxes - - - - - - 355.499 6 355.505
Total comprehensive income net of taxes - - - - - - 2.559. 559 (796 ) 2.558. 763
Acquisition of treasury shares (note 21) - - (1.574.658 ) - - - - - (1.574.658 )
Selling of treasury shares (note 21) - - 1.62 1.447 - - - 227.299 - 1.848.7 46
Share capital increase (note 20) 51.866 135.737 - - - - - - 187.603
Profit distribution - - - 24.933 - - (609.938 ) - (585.005 )
Reserve from issue of stock - - - - 228.126 - - - 228.126
Intercompany dividends
Total equity ending balance 31.12.2021 5 .646.540 2.484. 127 (143.145 ) 782.553 5.630.060 2.518.440 8.133.994 (110.627 ) 24.941.942
The accompanying notes are an integral part of the annual consolidated financial statements.
(*) The comparative figures for 2020 have been revised due to the change in the accounting policy of IAS 19 (see note 24).
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
96
STATEMENT OF CHANGES IN EQUITY
COMPANY Share
capital
Share
premium
Treasury
shares
Legal reserve Other
reserves
Greek
legislation
reserves
Retained
earnings
Non-
Total equity beginning balance 01.01.2020 (originally
published)
5.551.731 2.767.556 (1.366.097) 686.343 2.913.940 2.519.458 1.962.547 15.035.478
Adjustment due to change in an accounting policy IAS 19
- - - - - -
256.417 256.417
Total equity beginning balance 01.01.2020 (revised)
5.551.731 2.767.556 (1.366.097) 686.343 2.913.940 2.519.458 2.218.964 15.291.895
Profit /(loss) for the year
- -
- - - -
577.480 577.480
Other comprehensive income, net of taxes - - - - - - (23.728) (23.728)
Total comprehensive income net of taxes - - - - - - 553.752 553.752
Acquisition of treasury shares (note 21) - - (1.022.095) - - - - (1.022.095)
Selling of treasury shares (note 21) - -
2.199.355
- - - 645.905
2.845.260
Share capital increase (note 20) 574.492 (419.166) - - - - - 155.326
Share capital decrease (note 20) (531.549) - - - - - - (531.549)
Profit distribution - - - 41.407 - - (336.709) (295.302)
Reserve from issue of stock
- -
- -
431.223 - - 431.223
Intercompany dividends - - - - 1.000.000 - (1.000.000) -
Total equity ending balance 31.12.2020 5.594.674 2.348.390 (188.837) 727.750 4.345.163 2.519.458 2.081.912 17.428.510
Profit /(loss) for the year - - - - - - 874.113 874.113
Other comprehensive income, net of taxes
- -
- - - -
(18.815) (18.815)
Total comprehensive income net of taxes - - - - - - 855.298 855.298
Acquisition of treasury shares (note 21) - - (1.574.658) - - - - (1.574.658)
Selling of treasury shares (note 21) - - 1.621.447 - - - 227.299 1.848.746
Share capital increase (note 20)
51.866 135.737
- -
- - - 187.603
Profit distribution - - - 24.933 - - (609.938) (585.005)
Reserve from issue of stock - - - - 228.126 - - 228.126
Intercompany dividends - - - - 1.000.000 - (1.000.000) -
Total equity ending balance 31.12.2021
5.646.540 2.484.127 (142.048) 752.683 5.573.289 2.519.458 1.554.571 18.388.620
The accompanying notes are an integral part of the annual consolidated financial statements.
(*) The comparative figures for 2020 have been revised due to the change in the accounting policy of IAS 19 (see note 24).
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
97
STATEMENT OF CASH FLOWS
GROUP
COMPANY
01.01.2021-
31.12.2021
01.01.2020-
31.12.2020
01.01.2021-
31.12.2021
01.01.2020-
31.12.2020
Cash flows from operating activities
Profit before income tax
1.122.376
748.758
Adjustments for:
Depreciation and Amortization
823.038
754.661
Provisions
77.253
208.564
Reserve from issue of stock options
228.126
431.223
Non-cash items (income) / expenses
(1.043.489 )
(1.270.195 )
(71.012)
(104.633)
Investing activities (gains) / losses
(29.078 )
(973.767)
(919.634)
Foreign Exchange (gains) / losses
(40.798 )
(164.794)
153.644
Financial expenses
125.290
254.415
Operating profit before working capital changes
1.166.510
1.526.998
(Increase)/Decrease in:
Inventories
-
11.163
Receivables
(1.374.811 )
(495.493 )
(1.774.394)
(71.629)
Liabilities (except bank loans)
(9.703 )
371.360
167.886
Paid Employees indemnities
(177.274 )
(138.224 )
(110.783)
(42.683)
Paid Financial expenses
(270.646 )
(446.848 )
(203.905)
(308.923)
Credit taxes received
-
-
Paid Taxes
(468.486 )
(376.185 )
(378.961)
(283.172)
Total cash inflows / (outflows) from Operating activities (a)
(930.173)
999.640
Investment activities
Acquisitions of Subsidiaries
(3.170.128 )
(295.999 )
(2.900.000)
(1.400.000)
Short term Investments in securities, JV
(3.159.981 )
(183.575 )
(2.615.870)
(183.575)
Purchase of Tangible & Intangible fixed assets
(3.195.454 )
(2.130.898 )
(736.068)
(654.346)
Interest received
60.197
53.790
Dividends received
1.004.884
1.031.848
Proceeds from disposal of subsidiaries
-
-
Proceeds from Short term Investments in securities
1.916.768
209.597
Total cash inflows / (outflows) from Investing activities (b)
(7.047.430 )
(2.288.024 )
(3.270.089)
(942.686)
Financing activities
Share Capital Increase
187.603
155.326
Acquisition of treasury shares
338.199
2.027.134
Proceeds from borrowings
2.000.000
2.000.000
Repayments of lease liabilities
(206.685 )
(142.582 )
-
-
Dividends paid
(585.005 )
(295.302 )
(585.005)
(295.302)
Grants
-
-
Repayments of borrowings
(2.000.000 )
-
(2.000.000)
Return on capital
(531.549 )
-
(531.549)
Total cash inflows / (outflows) from Financing activities (c)
1.940.797
1.355.609
Net increase / (decrease) in Cash & equivalents for the period (a) +
(b) + (c)
(1.692.736 )
(2.259.465)
1.412.563
Cash & equivalents at the beginning of the period
7.756.446
6.497.527
Exchange gains / (losses)
(464.843 )
164.794
(153.644)
Cash & equivalents at the end of the period
5.661.775
7.756.446
The accompanying notes are an integral part of the annual consolidated financial statements.
(*) The comparative figures for 2020 have been revised due to the change in the accounting policy of IAS 19 (see note 24).
Ετήσια Οικονομική Έκθεση Χρήσεως από 1 Ιανουαρίου έως 31 Δεκεμβρίου 2021
(Ποσά σε ευρώ)
98
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION ON THE COMPANY AND THE GROUP
The Company “PROFILE SYSTEMS & SOFTWARE S.A.” with the distinctive name “PROFILE SYSTEMS &
SOFTWARE” (hereafter referred to as the ‘‘Company’’, or the ‘‘Parent’’, or “Profile”) and its subsidiaries
(hereafter jointly referred to as the ‘‘Group’’) have principal activities, in accordance with article 3 of its
Articles of Incorporation, in the manufacturing and marketing of software and PCs, providing data
office is at 199 Syngrou Avenue, Nea Smyrni and has 98 employees at 31.12.2021, while the Group has
177 employees in total.
The Company’s shares are traded on the Athens Stock Exchange. The annual financial statements of the
Company and the Group for the year ended December 31, 2021 have been approved by the Board of
Directors on March 17, 2022.
2. BASIS OF PREPARATION OF THE ANNUAL FINANCIAL STATEMENTS
2.1 Basis of preparation of the financial statements
The consolidated financial statements for the year ended December 31, 2021 have been prepared in
accordance with International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (“IASB”), as endorsed by the European Union (“EU”), and present the
financial position, results of operations and cash flows of the Group on a going concern basis and the
accrual principle. Management has concluded that the going concern basis of preparation of the
accounts is appropriate. The consolidated financial statements have been prepared in accordance with
the historical cost basis except for the financial instruments which are measured at fair value through
profit and loss.
The preparation of financial statements, in accordance with IFRS, requires the use of certain critical
accounting estimates and assumptions. It also requires management to exercise its judgment in the
process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or
complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements are disclosed in Note 2.4 “Significant accounting estimates and judgements”. Estimates and
judgements are continuously evaluated and are based on historical experience and other factors,
including expectations of future events as assessed to be reasonable under normal circumstances.
It is noted that for better and more analytical presentation, the account “Trade and Other Payables” of
the comparable figures, is analysed in the accounts “Trade Payables”, “Other Payables” and “Social
Security and other tax liabilities”.
2.2 Group structure and basis of consolidation
The attached Group financial statements comprise the financial statements of the Parent Company in
addition to the consolidated financial statements of the Group and its subsidiaries on which Profile has
the ability to exercise control. All subsidiaries (companies in which the Group has direct or indirect
ownership of 50% or more voting interest or has the power to control the Board of the investees) have
been consolidated.
At each reporting period, the Group reassesses whether it exercises effective control over the
investments, in case there are events and circumstances indicating a change in effective control’s
indications. Subsidiaries are consolidated from the date on which effective control is transferred to the
Group and cease to be consolidated from the date on which control is transferred out of the Group.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
99
The financial statements of the subsidiaries are prepared for the same reporting period as the parent
company using consistent accounting policies.
Gain or losses of subsidiaries, along with other comprehensive income, are attributed to the non-
controlling interest even if that results in a deficit balance.
All intra-group balances transactions and unrealized gains and losses resulting from intra-group
transactions are eliminated in full in the consolidated financial statements. Where necessary, accounting
policies for subsidiaries have been revised to ensure consistency with the policies adopted by the Group.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
Derecognizes the assets (including goodwill) and liabilities of the subsidiary;
Derecognizes the carrying amount of any non-controlling interest;
Recognizes the fair value of any investment retained;
Recognizes any surplus or deficit in profit or loss;
Reclassifies the parents’ share of components previously recognized in other comprehensive income
to profit and loss.
Investments in subsidiaries in the separate financial statements are accounted for at cost less any
accumulated impairment.
The following table shows the subsidiaries included in the consolidation together with the relative Group
participation rates as well as the activity of each subsidiary.
Name of Company
Headquarter
Country
Activity
% Group
Participation
Relationship
Type of
Consolidation
GLOBAL SOFT SA Greece IT Company 97,09% Direct Full
COMPUTER
INTERNATIONAL
FRANCHISE LTD
Greece IT Seminars 50,18% Direct Full
PROFILE SYSTEMS &
SOFTWARE (CYPRUS)
LTD
Cyprus IT Company 100,00% Direct Full
PROFILE SOFTWARE
(UK) LTD**
United
Kingdom
IT Company 100,00% Indirect Full
PROFILE DIGITAL S.A. Greece IT Company 100,00% Direct Full
LOGIN S.A.* France IT Company 100,00% Indirect Full
PROFILE
TECHNOLOGIES
COMMERCAIL AND
INDUSTRIAL COMPANY
SINGLE MEMBER S.A.
Greece IT Company 100,00% Direct Full
CENTEVO AB*** Sweden IT Company 100,00% Indirect Full
* The indirect participation in LOGIN SA is at 100% through the participation of the subsidiaries Profile CΥ (99,92%) and Profile
UΚ (0,08%).
** Participation in PROFILE SOFTWARE (UK) LTD is 100% through the participation of subsidiary PROFILE SYSTEMS & SOFTWARE
(CYPRUS) LTD.
*** Participation in CENTEVO AB is 100% through the participation of subsidiary PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
100
2.3 Foreign Currency
a) Functional currency and presentation currency
The Group’s consolidated financial statements are presented in Euro (“EUR”), which is also the parent
company’s functional currency since 1 January 2002.
b) Foreign currency transactions
Transactions in foreign currencies are translated at Euro based on the exchange rates prevailing at the
dates of the transactions. Claims and liabilities denominated in a foreign currency at the date of
preparation of the financial statements are adjusted to reflect the exchange rates at the date of
preparation. Gains and losses arising from such transactions (and from the translation of assets and
liabilities denominated in a foreign currency) are recognized in the income statement except when they
are included in equity as recognized cash flow hedges.
c) Subsidiaries of the Group
The translation of the financial statements of the Group companies that have a different functional
currency from the Parent company is as follows:
1.1 Assets and liabilities are translated at the exchange rates effective at the balance sheet date.
2.1 Equity funds are converted using the exchange rates that existed at the date they were created.
3.1 Revenues and expenses are translated at the average exchange rates of the reporting period.
Foreign currency difference are recognized in the equity reserve and transferred to the profit and loss
statement together with sale transactions. Goodwill and fair value adjustments arising from the
acquisition of foreign operations are translated using the effective exchange rates as at the balance
sheet date.
2.4 Significant Accounting Estimates and Judgements:
The preparation of financial statements, in accordance with IFRS, requires management to make
judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, as well as, revenue and expenses as of the reporting
period. Actual results may differ from those estimates.
The Group makes accounting estimates, assumptions and judgments in order to apply the most
appropriate accounting principles in relation to the future development of events and transactions.
These estimates, assumptions and judgments are periodically reviewed to reflect current data and
reflect current risks and are based on management's previous experience of the level / volume of related
transactions or events. The key estimates and judgments that refer to data the evolution of which could
affect the items of the financial statements in the next 12 months are as follows:
(a) Income tax
According to IAS 12, income tax provisions are based on estimations as to the taxes that shall be paid to
the tax authorities and include the current income tax for each fiscal year, the provision for additional
taxes which may arise from future tax audits and the recognition of future tax benefits (Note 9). The
final clearance of income taxes may be different from the relevant amounts which are included in these
financial statements.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
101
(b) Deferred tax assets:
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable
profit will be available against which the losses can be utilized. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognized, based upon the likely
timing and level of estimated future taxable profits together with future tax planning strategies.
(c) Provision for doubtful receivables:
The Company’s Management periodically reassesses the adequacy of the provision for doubtful
receivables in relation to its credit policy and taking into account the legal advisor's information that
arises from the processing of historical data and recent or/and anticipated developments in the affairs
managed, as well as its assessment/judgement on the effect of other factors on the collectability of
these receivables. The Group’s doubtful receivables are assessed by the Management on a case by case.
With respect to non-doubtful trade receivables, the Group applies the simplified approach of IFRS 9 and
calculates the expected credit losses over the life of the receivables. To this end, it uses a table to
measure the projections in a way that reflects past experience and forecasts of the future financial
situation of customers and the economic environment. At each balance sheet date, the historical
percentages used, and the estimates of the future financial situation are updated. The correlation
between the historical data, the future financial situation and the expected credit losses includes
significant estimates. The amount of expected credit losses depends to a large extent on changes in the
conditions and forecasts of the future financial situation.
(d) Internally produced intangible assets:
Development costs associated with internally generated intangible assets are capitalized in accordance
with the Company's accounting policies. The initial capitalization of costs is based on management's
judgment that future economic benefits will flow to the Company from the use of internally generated
intangible assets.
(e) Impairment testing on goodwill and intangible assets:
The Group assesses whether there is impairment of goodwill and intangible assets at least once a year
(or when there are indications of a change in value) and examines the events or conditions that render
the possibility of impairment, such as a significant adverse change in the business environment or a
decision to sell or dispose a unit or segment (Note 12). If there is evidence of impairment, the
recoverable amount (which is the greater of the fair value less costs to sell and the value in use) of the
respective cash-generating unit in which the goodwill has been allocated is calculated. Value in use is
estimated using the method of discounted cash flow. In applying this methodology, account is taken of
historical operating results, future corporate plans, economic extensions as well as market data
(statistical and not) that are estimated by the Management. If the recoverable amount is lower than the
carrying amount, then the carrying amount needs to be reduced to the recoverable amount and such
difference is recognized to the statement of Profit and Loss.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The main accounting policies applied in the preparation of the consolidated financial statements and
the separate financial statements of the parent are set out below.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
102
o Tangible assets
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated
impairment losses. Repairs and maintenance costs are expensed as incurred. Significant improvements
are capitalized to the cost of the related asset if such improvements increase the life of the asset,
increase its production capacity or improve its efficiency. The cost and related accumulated depreciation
of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain
or loss is included in the statement of Profit and Loss. Profit and losses arising from the write-off of
assets are included in the statement of Profit and Loss this asset is written-off. The land is not
depreciated. Depreciation is calculated using the straight-line method over its estimated useful lives, as
follows:
Tangible assets
Years
Buildings
36
Cars
5
-
10
Equipment
4
-
5
The residual values and useful lives of tangible assets are reviewed in each annual balance sheet. When
the carrying values of tangible assets exceed their recoverable amount, differences (impairment) are
recognized as expense in the profit or loss statement.
o Intangible assets
Goodwill
Goodwill represents the difference between the cost of acquisition and the fair value of the Group's
share of the net assets of the subsidiary at the acquisition date. Goodwill on the acquisition of
subsidiaries is included in intangible assets. At the end of each period, the Group carries out an analysis
of the assessment of the recoverability of the carrying amount of goodwill. If the carrying amount
exceeds the recoverable amount, a provision for devaluation is immediately formed. The gain or loss on
the sale of a company includes the book value of the goodwill associated with the company sold.
Intangible assets
The software programs concern the cost of purchasing or self-production, software such as payroll,
materials, services, and any expense incurred in developing software in order to put it into operation.
Costs that enhance or extend the performance of software programs beyond their original specifications
are recognized as capital expenditure and added to the original cost of the software. The cost of
acquiring and developing software recognized as intangible assets is depreciated using the straight-line
method over its useful life (5-6 years).
The expenditures for software development which are controlled by the Group, are recognized as
intangible assets when the Group can demonstrate:
1. The technical feasibility of completing the intangible asset so that the asset will be available for use
or sale;
2. Its intention to complete the intangible asset in order to use it or sell it;
3. Its ability to use it or sell it;
4. How the asset will generate future economic benefits;
5. The availability of resources to complete the asset; and
6. The ability to measure reliably the expenditure during development.
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The other intangible assets are initially recognized during the date of acquisition and they are carried at
cost less any accumulated amortization throughout their useful life (6-8 years).
o Impairment of Non-Current Assets
Apart from goodwill, which is tested for impairment on an annual basis, the carrying values of other non-
current assets are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. Whenever the carrying value of an asset exceeds its
recoverable amount an impairment loss is recognized in the statement of Profit and Loss.
The recoverable amount is measured as the higher of fair value less cost to sell and value in use. Fair
value less cost is the amount for which the asset could be exchanged in an arm’s length transaction
between knowledgeable, willing parties, after deducting any direct incremental selling costs, while value
in use is the present value of estimated future cash flows expected to arise from continuing use of the
asset and from its disposal at the end of its useful life.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows. Impairment losses which were accounted for in prior years are
reversed only when there is sufficient evidence that the assumptions used in determining the
recoverable amount have changed. In these circumstances, the related reversal is recognized as income.
The carrying amount of a non-current asset after the reversal of the impairment loss, cannot exceed the
carrying amount of the asset, if the impairment loss had not been recognized. Probable impairment of
goodwill is not reversed.
o Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the
weighted average cost method. It does not include borrowing costs. Net realizable value is the estimated
selling price in the ordinary course of business, less estimated costs of completion and estimated costs
necessary to make the sale, where applicable.
o Financial assets-Initial recognition and measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Initial Recognition and Measurement
The Group and the Company classifies the Financial assets in the below categories:
Financial assets measured at fair value through profit or loss (please see note 18. Short-term
Investments and note 31. Fair Value Measurement);
Financial assets designated at fair value through OCI; and
Financial assets measured at amortized cost.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them.
The Group and the Company initially measures a financial asset at its fair value plus, in the case of a
financial asset not at a fair value through profit or loss, transaction costs. The transaction costs of
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financial assets measured at fair value through profit or loss. Trade receivables are initially measured at
the transaction price.
Under IFRS 9, debt financial instruments are subsequently measured at amortized cost, fair value
through other comprehensive income (OCI) or fair value through profit or loss. The classification is based
on two criteria: a) the business model for managing the assets and b) whether the instruments’
contractual cash flows represent “solely payments of principal and interest” on the principal amount
outstanding (the ‘SPPI criterion’).
The classification and measurement of the Group’s and the Company’s debt financial assets are, as
follows:
a) Financial assets at fair value through profit or loss.
Financial assets at fair value through profit or loss include financial assets held for trading, financial
assets designated upon initial recognition at fair value through profit or loss, or financial assets
mandatorily required to be measured at fair value.
Financial assets are classified as held for trading if they are acquired for the purpose of selling or
repurchasing in the near term.
Financial assets with cash flows that are not solely payments of principal and interest are classified and
measured at fair value through profit or loss, irrespective of the business model.
(b) Financial assets at amortized cost
The Group measures financial assets at amortized cost if both of the following conditions are met: a)
The financial asset is held within a business, model with the objective to hold financial assets in order to
collect contractual cash flows and b) the contractual terms of the financial asset give rise on specific
dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at amortized cost are subsequently measured using the effective (EIR) method and are
subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized,
modified or impaired.
(c) Financial assets at fair value through OCI
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI when they meet the definition of equity under IAS 32
“Financial Instruments: Presentation” and are not held for trading. The classification is determined on
an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized
as other income in the statement of profit or loss when the right of payment has been established,
except when the Group benefits from such proceeds as a recovery of part of the cost of the financial
asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through
OCI are not subject to impairment assessment.
o Derecognition and impairment
Derecognition
A financial asset is primarily derecognized when:
• The rights to receive cash flows from the asset have expired, or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
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When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-
through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the
asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the
extent of its continuing involvement. In that case, the Group also recognizes an associated liability. The
transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained.
Impairment
The Group and the Company recognize impairment losses for expected credit losses for all financial
assets other than those measured at fair value through profit or losses.
For trade receivables, the Group and the Company applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based
on lifetime ECLs at each reporting date.
For other financial assets, the ECL is based on the 12-month ECL. The 12-month ECL is the portion of
lifetime ECLs that results from default events on a financial instrument that are possible within 12
months after the reporting date. However, when there has been a significant increase in credit risk since
origination, the allowance will be based on the lifetime ECL.
o Loans and borrowings
Loans are initially recognized at their fair value, less any direct expense arising from the transaction.
Subsequently, they are measured at amortized cost based on the effective interest rate method.
Any gain or loss arising on de-recognition or on amortized cost is recognized directly in the income
statement.
o Trade receivables
Trade receivables, which generally have 30 to 120-day terms, are recognised initially at fair value and
subsequently measured at amortized cost using the effective interest method, less provision for
impairment.
Trade receivables include bills of exchange and promissory notes from customers.
For trade receivables which are not in default, the Group applies the simplified approach, in accordance
with IFRS 9 and calculates ECLs based on lifetime expected credit losses. The Group has established a
provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-
looking factors specific to the debtors and the economic environment. On the other hand, trade
receivables in default are assessed on a case by case basis. The amount of the provision is recognized in
the statement of Profit and Loss and is included in “Selling and distribution expenses”.
o Cash and cash equivalents
The Group considers time deposits and other highly liquid investments with original maturity of three
months or less, to be cash equivalents. For the purpose of the cash flow statement, cash and cash
equivalents consist of cash at hand and in banks and of cash and cash equivalents as defined above.
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o Leases
Company as lessee
The company recognizes a right-of-use asset and a lease liability at the beginning of the lease. The right-
of-use is initially measured at cost, which includes the amount of the initial recognition of the lease
liability, any lease payments that were performed at the beginning or before the start of the lease minus
any optional lease motives received, any initial direct costs and the assessment of the obligation for
eventual costs for the recovery of the right-of-use asset.
After the initial recognition, the right-of-use is measured at the acquisition value minus the accumulated
depreciation and any impairment losses, adjusted to the potential revaluation of the lease liability.
The right-of-use is depreciated on a straight line basis until the end of the lease period, unless the lease
contract provides for a transfer of ownership to the company at the end of the lease period of the asset
in question. In such case, the right-of-use is depreciated during the useful life of the asset. In addition,
the right-of-use is assesed for impairment losses, if any, and is adjusted accordingly in the case of
revaluation of the lease liability.
The lease liability at the initial recognition consists of the present value of the remaining future
payments. The company in order to discount the remaining future payments uses the interest rate
implicit in the lease and if that rate cannot be readily determined, the incremental borrowing rate is
used.
The lease payments that are included in the measurement of the lease liability include the following:
- fixed payments,
- variable payments depending on an index or an interest rate,
- amounts that are expected to be paid based on the guarantees of residual values,
- the exercise price that the company expects to apply and penalties for contract termination, if at the
definition of the lease duration, the exercise of the termination right from the company has been
considered.
After the commencement of the lease, the liability is reduced by the lease payments, increased by the
financial expense and reassessed for any revaluations or modifications of the lease.
A reassessment is performed when there is a modification in the future lease payments that can be
derived from the modification of an index or if there is a modification in the company’s assessment for
the amount expected to be paid for the guarantee of a residual value, modification in the lease duration
and modification in the assessment of the exercise of the call option of the asset in question, if any.
When the lease liability is readjusted, a respective readjustment is performed on the accounting value
of the right-of-use or it’s included in the results when the accounting value is reduced to null.
In accordance to the policy that the company opted to use, the right-of-use is recognised in a separate
line in the financial statements under the title “Right-of-use assets” and the lease liability separate from
the other liabilities under the account “Long-term lease liabilities” and “Short-term lease liabilities”. In
the cases where the company is a sub-lessor in an operating lease, the right-of-use that relates to the
main contract is included in the category “Property investments”.
The company opted to use the exception provided under IFRS 16 and not to recognise right-of-use and
lease liability for leases that their duration does not exceed 12 months or for leases in which the asset
is of low value (value less than € 5.000 when new).
Company as lessor
i. Finance leases: In the case of finace lease in which the company acts as lessor, the total amount of the
lease under the respective contract, is recorded under the category of loans and trade receivables. The
difference between the present value (net investment) of the lease and the total amount of the lease,
is recognised as a deferred interest and is recorded as a reduction of the receivable. The lease receipts
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reduce the total lease receivable, while the financial income is recognised under the effective basis. The
lease receivables are assessed for impairment, as per IFRS 9.
ii. Operating leases: In the case of operating lease, the company records the leased asset as part of the
company’s assets, depreciating it based on its useful life. The lease amounts that relate to the use of the
leased asset, are recognised as other income, under the effective basis.
When the company is a middle lessor, it asseses the sublease category through the right-of-use of the
main lease, meaning that the company compares the terms of the main lease with the terms of the
sublease. On the contrary, if the main lease is a short-term lease on which the company applies the
exception described above, then it records the sublease as an operating lease. In such case, the company
recognises the lease amounts related to the sublease of the asset, as other income, under the effective
basis.
o Income Taxes (Current and Deferred)
Current and deferred income taxes are computed based on the separate financial statements of each of
the entities included in the consolidated financial statements, in accordance with the tax rules in force
in Greece or other tax jurisdictions in which entities operate.
Income tax expense consists of income taxes for the current year based on each entity’s profits as
adjusted in its tax returns, additional income taxes resulting from the audits of the tax authorities and
deferred income taxes, using substantively enacted tax rates.
Deferred income taxes are provided using the liability method for all temporary differences arising
between the tax base of assets and liabilities and their carrying values for financial reporting purposes.
Deferred income tax liabilities are recognized for all taxable temporary differences:
Except where the deferred income tax liability arises from goodwill amortization or the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interest in joint ventures, except where the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences and the carry-forward of unused tax losses can be
utilized.
Except where the deferred income tax asset relating to the deductible temporary differences arises
from the initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interest in joint ventures, except where the timing of the reversal of the temporary differences
can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future and there will be available taxable profit which will be used against temporary
differences
Deferred tax assets are reviewed at each financial position date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilized.
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Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the financial position date.
o Staff Retirement Indemnities
Staff retirement obligations are calculated at the present value of the future retirement benefits deemed
to have accrued, based on the employees earning retirement benefit rights steadily throughout the
working period. The reserve for retirement obligations is calculated based on financial and actuarial
assumptions and are determined using the projected unit credit actuarial valuation method (Project
United Credit Method). Actuarial gains and losses are now recognized in other comprehensive income
(OCI) and permanently excluded from profit and loss; expected returns on plan assets are no longer
recognized in profit or loss, instead, there is a requirement to recognize interest on the net defined
benefit liability (asset) in profit or loss, calculated using the discount rate used to measure the defined
benefit obligation, and; unvested past service costs are now recognized in profit or loss at the earlier of
when the amendment occurs or when the related restructuring or termination costs are recognized.
o Provisions and Contingencies
Provisions are recognized when the Group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources embodying economic benefits will be required
to settle this obligation and a reliable estimate of the amount of the obligation can be made.
Provisions are reviewed at each statement of financial position date and adjusted to reflect the present
value of the expenditure expected to be required to settle the obligation. When the effect of time value
of money is material, provisions are determined by discounting the expected future cash flows at a pre-
tax rate that reflects current market assessments of the time value of money and, where appropriate
the risks specific to the liability.
Contingent liabilities are not recognized in the financial statements but are disclosed unless the
possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not
recognized in the financial statements but are disclosed when an inflow of economic benefits is
probable.
o Government grants
Government grants, which are related to the subsidization of tangible fixed assets, are recognized when
there is reasonable assurance that the grant will be received, and all attaching conditions will be
complied with. Grants relating to assets are recognized as deferred income and amortized in accordance
with the useful life of the related asset. When the grant relates to an expense item, it is recognized as
income over the periods necessary to match the grant on a systematic basis to the costs that it is
intended to compensate.
o Revenue Recognition
Revenue is defined as the amount that an economic entity expects to receive in return for the goods or
services that has transferred to a customer, except the amounts that are received on behalf of third
parties (VAT, other sales taxes, etc.). An economic entity recognizes revenues when (or as) it satisfies
the obligation of a contract execution, by transferring the promised goods or services to the customer.
The customer takes over the control of the good or the service, if he/she has the ability to direct the use
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and assume all the benefits from this good or service. The control is transferred during a period or at a
single point in time. The revenue from the sale of goods is recognised when the control of the good is
transferred to the customer, usually at its delivery, and there is no unfulfilled obligation that could
influence the acceptance of the good from the customer. The revenue from the provision of services is
recognised in the accounting period in which the services are provided and is allocated according to the
nature of the provided services, using either output methods, or input methods. The trade receivable is
recognised when there is an unconditional right for the economic entity to receive the return for the
provided contracted services towards the customer. The contracted asset is recognised when the group
(or the company) has satisfied its obligations towards the customer, before the customer pays or before
the payment is due, for example when the goods or services are transferred to the customer before the
company’s (or the group’s) right for the issuance of an invoice. The contractual liability is recognised
when the group (or the company) receives an amount from the customer (prepayment) or when it
maintains a right on an amount which is deffered income, before the execution of the contractual
obligations and the transfer of the goods or services. The contractual liability is derecognized when the
contractual obligations are executed and the revenue is recorded in the financial statements.
The revenue from operating leases is recognised in the results through the fixed method during the lease
period.
The revenue from interest is recognised with the use of the real interest rate. When there is an
impairment of the loans or receivables, their accounting value is reduced to their recoverable value
which is the present value of the expected future cash flows discounted with the initial real interest rate.
Consequently, revenue from interest is accounted with the same interest rate (initial real rate) on the
impaired (new book) value.
The revenue from dividend is recognised in the financial statements when their receipt right has been
established.
o Borrowing Costs
Borrowing costs are recognized as expense in the period in which they are incurred.
o Dividend distribution
The distribution of dividends to the parent's shareholders is recognized as a liability in the financial
statements when the distribution is approved by the Shareholders' Ordinary General Meeting.
o Fair value measurement
The Group measures financial instruments at fair value through profit or loss at fair value at each balance
sheet date (please see note 18 “Short term investments” and note 31 “Fair Value Measurement”).
The fair value of an asset is the value considered to be received for the sale of an asset or paid for the
settlement of a liability in a normal transaction and in the open market at the valuation date. Fair value
measurement is based on the assumption that the transaction of the sale of the asset or the transfer of
the liability occurs either:
(1) In the primary market for the asset or liability, or
(2) In the absence of a main market, in the most advantageous market for the asset or liability.
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The main or most advantageous market should be accessible to the Group. The fair value of an asset or
liability is measured on the basis of all assumptions that market participants use in the valuation of an
asset or liability, provided that the market participants act on their financial interest.
Measuring the fair value of a non-financial asset takes into account the ability of market participants to
generate economic benefits from the use of the asset in its highest and best use or sale to another
market participant that will use the asset for higher and better use. The Group uses valuation techniques
that are appropriate to the circumstances and for which sufficient data are available to measure fair
value by maximizing the use of relevant observable inputs and minimizing the use of non-observable
inputs.
All assets and liabilities for which the fair value was measured or disclosed in the financial statements
are classified within the fair value hierarchy as follows:
Level 1 - Observed / Listed (unadjusted) market prices in active markets for similar assets or liabilities.
Level 2 - Valuation techniques for which inputs that are relevant to fair value measurement, except for
official stock prices included in Level 1, are directly or indirectly observable.
Level 3 - Valuation techniques for which inputs that are relevant to measuring fair value are not
observable.
For the assets and liabilities recognized in the financial statements, the Group determines on a regular
basis whether transfers have occurred between the levels of the hierarchy at the end of each reporting
period.
For the purpose of fair value disclosures, the Group determines the categories of assets and liabilities
based on the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.
o Segment reporting
A business segment is defined as a group of assets and functions which provide products and services
that are subject to different risks and returns than those of other business segments. A geographic
segment is defined as a geographical area, where products and services are provided, and which is
subject to different risks and returns from other areas.
4. ΝEW STANDARDS, INTERPRETATIONS AND AMENDMENT OF EXISTING STANDARDS
The accounting policies adopted are consistent with those adopted in the previous financial year, except
for the following standards which the Group has adopted on January 1, 2021.
New standards, standard modifications and interpretations have been issued and are mandatory for
annual accounting periods starting on 1st January 2021 or later.
Where the amendments and interpretations in force for the first time in the financial year 2021 are not
mentioned otherwise, they have no effect on the (consolidated) financial statements of the Group (the
Company).
The Company did not adopt early standards, interpretations or modifications issued by the I.A.S.B. and
adopted by the European Union but not mandatory in 2021.
1. IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendment) - "Reform of reference rates" Phase 2
The International Accounting Standards Board adopted on 27 August 2020 amendments to IFRS 9, IAS
39, IFRS 7, IFRS 4 and IFRS 16 as part of Phase 2 of the project to address issues that may affect financial
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reporting following the reform of an interest rate benchmark, including its replacement by alternative
reference rates.
The main options (or exceptions to the application of the accounting provisions of the individual
standards) provided by these amendments relate to:
Changes in contractual cash flows: When changing the basis of calculation of the cash flows of financial
assets and liabilities (including lease liabilities), the changes required by the interest rate reform will not
result in the recognition of profit or loss in the income statement but in the recalculation of the interest
rate. This also applies to insurance companies that make use of the temporary exemption from the
application of IFRS 9.
Hedge accounting: Under the amending provisions changes to the hedge documentation resulting from
the interest rate reform will not result in the discontinuation of the hedge relationship or the start of a
new relationship provided that they relate to changes permitted by phase 2 of amendments. These
changes include redefining the hedged risk for reference to a risk-free interest rate and redefining the
hedging items and/or the hedged items to reflect the risk-free interest rate. However, any additional
inefficiencies should be recognised in the results.
The amendment applies to the annual accounting periods beginning on or after January 1, 2022.
2. IAS 19 Employee Benefits – Transitional Provisions for the Implementation of the Final Agenda
Decision under the heading "Allocation of Benefits to Periods of Service"
The International Financial Reporting Interpretations Committee issued in May 2021 the final decision
under the title "Attributing Benefits to Periods of Service (IAS 19)", which includes explanatory material
on how to allocate benefits to periods of service on a specific defined benefit plan similar to the one set
out in Article 8 of Law 3198/1955 with regard to the provision of retirement compensation (the "Defined
Benefit Scheme of Labour Law").
Based on the aforementioned Decision, the way in which the basic principles of IAS 19 were applied in
the past in Greece in this regard, and consequently, in accordance with the provisions of “IASB Due
Process Handbook (par. 8.6)”, entities that prepare their financial statements in accordance with IFRSs
are required to amend their accounting policies accordingly.
The Group (The Company), until the issuance of the agenda decision, applied IAS 19 by allocating the
benefits defined by article 8 of Law 3198/1955, Law 2112/1920, and its amendment by Law 4093/2012
in the period from recruitment until the completion of 16 years of employment following the scale of
Law 4093/2012 or until the date of retirement of the employees.
The application of this final Decision to the attached financial statements results in the distribution of
benefits in the last sixteen (16) years until the date of retirement of the employees following the scale
of l. 4093/2012.
Based on the above, the application of the above final Decision has been treated as a change in
accounting policy, applying the change retroactively from the beginning of the first comparative period,
in accordance with paragraphs 19 - 22 of IAS 8, the effect of which is presented in note 24.b of the
attached financial statements.
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3. IFRS 16 Leases (Amendment) - "Rent concessions related to the coronavirus outbreak beyond
30 June 2021"
The International Accounting Standards Board, in response to the effects of the pandemic, first issued
on 28 May 2020 and subsequently on 31 March 2021 an amendment to IFRS 16 "Leases" to enable
lessees not to account for rent reductions as a lease amendment if they are a direct consequence of
COVID-19 and all of the following conditions are met:
(a) the revised rent was the same as or less than the original rent;
b) the reduction was related to rentals due before or until 30 June 2021, c) no other material changes
have been made to the terms of the lease.
The amendment does not affect the lessors. The Council extended the duration of the facility from June
30, 2021 to June 30, 2022.
The amendment applies to the annual accounting periods beginning on or after April 1, 2022. Early
application is permitted, including interim or annual financial statements that were not approved for
publication on March 31, 2021.
4. IFRS 4 Insurance Contracts (Amendment) – "Extension of the temporary exemption from the
application of IFRS 9"
This amendment, issued on 25 June 2020, postponed the date of application by two years, to annual
reporting periods starting on or after 1 January 2023 in order to allow time for the smooth adoption of
the amended IFRS 17 by jurisdictions around the world. This will allow more insurance entities to apply
the new Standard at the same time. In addition, IFRS 4 has been amended so that insurance entities can
apply IFRS 9 Financial Instruments in addition to IFRS 17.
The amendment applies to the annual accounting periods beginning on or after 1st January 2022.
Annual Improvements to International Financial Reporting Standards 2018-2020
On 14 May 2020, the International Accounting Standards Board issued the annual improvements
containing the following amendments to the International Financial Reporting Standards, which apply
to annual periods beginning on or after 1 January 2022:
5. IFRS 1 First-time Adoption of International Financial Reporting Standards - First-time
application of IFRS to a subsidiary
The amendment allows the subsidiary to apply paragraph D16 (a) of IFRS 1 Appendix to measure
cumulative foreign exchange differences using the amounts reported by its parent, which are based on
the parent's transition date to IFRS.
6. IFRS 9 Financial Instruments – Remuneration and 10% test for the write-off of financial
liabilities
The amendment allows the subsidiary to apply paragraph D16(a) of the Appendix to IFRS 1 to measure
cumulative exchange differences using the amounts reported by its parent that are based on the date
of the parent's transition to IFRSs.
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7. IFRS 9 Financial Instruments – Remuneration and 10% test for the write-off of financial
liabilities
The amendment allows the subsidiary to apply paragraph D16(a) of the Appendix to IFRS 1 to measure
cumulative exchange differences using the amounts reported by its parent that are based on the date
of the parent's transition to IFRSs.
8. IFRS 16 Leases – Lease Incentives
The amendment removed the example for payments by the lessor on lease improvements in illustrative
example 13 of the standard, in order to avoid any confusion about the accounting treatment of lease
incentives that may arise from the way lease incentives are presented in the example.
9. IAS 41 Agriculture - Taxation on fair value measurements
The amendment removes the requirement in paragraph 22 of IAS 41 for entities not to include cash
flows from taxation when measuring biological assets using the present value technique. Α This
amendment ensures consistency with the requirements of IFRS 13.
10. IAS 16 Property, Plant and Equipment (Amendment) – "Collections of amounts before the
intended use"
The amendment changes the way the cost of the asset's good operation tests and the net proceeds from
the sale of assets generated in the process of the asset's location in the specific location and situation
are recorded. Revenues and production costs of these products will now be recorded in the profit and
loss account instead of appearing at a reduction in the cost of acquiring the fixed assets. It also requires
entities to disclose separately the amounts of revenues and expenses associated with such produced
items that are not the result of the entity's usual activity.
The amendment applies to the annual accounting periods beginning on or after 1st January 2022.
11. IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendment) – "Onerous
Contracts - Cost of Performance of a Contract"
The amendment specifies what costs an entity should include in determining the cost of fulfilling a
contract for the purpose of assessing whether the contract is onerous. The amendment clarifies that
'the cost of fulfilling a contract' includes the directly related costs of fulfilling that contract and the
allocation of other costs directly related to its performance. The amendment also clarifies that, before
a separate provision for an onerous contract is recognised, an entity recognises any impairment loss on
the assets used to fulfil the contract, and not on assets that were only dedicated to that contract.
The amendment applies to the annual accounting periods beginning on or after 1st January 2022.
12. IFRS 3 Business Combinations (Amendment) – "Reference to Conceptual Framework"
On 14 May 2020, the IASB issued the 'Reporting to the Conceptual Framework (Amendments to IFRS 3)'
with amendments to IFRS 3 'Business Combinations'. The amendment updated the standard to refer to
the Conceptual Framework for Financial Reporting issued in 2018, when it needs to be specified what
constitutes an asset or liability in a business combination. In addition, an exemption was added for
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
114
certain types of liabilities and contingent liabilities acquired in a business combination. Finally, it is
clarified that the acquirer should not recognise contingent assets as defined in IAS 37 at the date of
acquisition.
The amendment applies to the annual accounting periods beginning on or after 1st January 2022.
13. IFRS 17 Insurance Contracts
On May 18, 2017, the IASB issued IFRS 17, which, together with the amendments issued on 25 June
2020, supersedes the existing IFRS 4.
IFRS 17 establishes the principles for the registration, valuation, presentation and disclosure of insurance
contracts with a view to providing a more uniform valuation and presentation approach for all insurance
policies.
IFRS 17 requires that the valuation of insurance liabilities is not carried out at historical cost but at
current value in a consistent manner and by using:
1. impartial expected weighted estimates of future cash flows based on updated assumptions;
2. discount rates reflecting the cash flow characteristics of the contracts; and
3. estimates of the financial and non-financial risks arising from the issuance of insurance policies.
The new standard shall apply to annual periods beginning on or after January 1, 2023.
5.MAJOR RISKS AND UNCERTAINTIES
The Company and the Group operate, as is known, in a highly competitive and particularly demanding
international environment, which is changing swiftly and rapidly. During the last years, the Company
and the Group, systematically and with a specific development plan, try to strengthen its extroversion
with steady and safe steps, not single meaningly, but in the geographical areas that are of strategic
interest, with emphasis on cutting-edge technologies and continuous technological upgrade of the
products and solutions it provides, while at the same time developing new activities and promoting its
entry into new markets, in order to further strengthen its competitiveness. At the same time, it monitors
the developments in the domestic market, which during the closing financial year showed significant
turbulence as a result of the unprecedented health crisis, with the result that any signs of a positive
recovery are not very strong.
Its specialized know-how, its many years of experience and presence in the field, its organization and
the intense activity of all its executives, its wide renown in combination with the study, development
and marketing of new products, but also the continuous improvement and upgrading of the existing
ones, with emphasis on the quality and the ability of immediate satisfaction of demand but also of the
changing needs of the final customers, as well as the creation of strong infrastructures and the
infiltration of new markets, help the Company and the Group remain competitive, notwithstanding the
inherent problems facing the sector, which problems have intensified especially during the financial
crisis.
The Group's positive financial situation and its significant quality and product differentiation, combined
with the continuous development and upgrading of its products, as well as the Group's expansion into
new geographical markets, are the main supplies it has to minimize the negative consequences from the
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
115
economic crisis of recent years. However, it is expected that during the current financial year, the
Group’s revenues and results will inevitably be affected, owing to the intensity, the duration of the
phenomenon and the lack of liquidity in the market and the emerging global recession for 2020, as a
result of the pandemic, which leads a great part of the broad customer base addressed by the Group to
a suspension of investment plans and the postponement of modernization programs.
The usual financial and other risks to which the Group is exposed and which the Group is likely to face
during the financial year 2022 are the following:
a. Risk of reduction in demand due to the general recession
Although this specific risk is of a limited extent owing to the special software categories developed and
marketed by the Group, nevertheless, to avoid the reduction of demand due to the greater financial
situation prevailing in the Greek market, the Group develops a large and wide range of products in
different categories, addressing the international market in order to counterbalance possible losses in
specific market branches. The development and evolution of software products is based on the
uninterrupted everyday monitoring and research of the market and new technologies, so that on
entering new markets it may balance possible losses.
However, in view of the latest negative conditions due to the unprecedented health crisis in the global
economy and market and which are inevitably expected to affect the Company's activity, too, (as, based
on the forecasts of international houses, the whole world economy will experience recession conditions
during 2020), the said risk is considered real and quite significant. For this reason, special emphasis is
placed on strengthening the extroversion of the Company and expanding the International presence of
the Group, as the geographical dispersion of the group’s activities acts as hedging to the recessionary
environment.
Furthermore, the end of the transitional period at 31.12.2020 regarding the United Kingdom’s exit from
the European Union and finding a proper solution in order to avoid the exit with unfavorable terms,
have led to the imposition of custom controls and other formalities during shipping goods, to additional
uncertainty and insecurity in the global economy, with yet unknown consequences for the markets and
the customs union.
b. Risk of increased competition by imported businesses
This risk is always real and appreciable in the area where the Group operates, especially if we consider
the fact that barriers to entry are not so strong in this area, as most of the technical terms used to
implement and complete information systems and software product configuration are widespread,
which allows foreign companies to penetrate the market with relative ease, taking advantage of
comparative advantages, especially in terms of sizes.
The Company having now consolidated its extroverted orientation, confronts this risk with emphasis on
the design and development of quality and modular products, on the systematic and targeted
improvement, upgrade and adaptability of the products already marketed by it, on the representation
of strong and world-renowned houses, on establishing long-term, trusting relationships with its
customer base and on the expansion of its activities abroad. This risk is timeless and in that sense it is
dealt with by the Management of the Company and the Group, always placing special emphasis in the
field of quality and product differentiation and in general, in providing to customers high level services,
while at the same time, by systematic reinforcement of extroversion, it upgrades its role and presence
in the international market, a fact which renders it more resilient in confronting this risk. In addition, the
constant increase in the global market size partially abates the effects of competition, so that the activity
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
116
that takes place outside Greece, which constitutes a strategic orientation for the Company in recent
years, compensates for the unavoidable losses in the Greek market.
c. Risk of technological developments
The technological developments affect to a high degree the competitiveness of companies operating in
the field of information technology. Companies that operate in the IT industry must be constantly aware
of possible differentiations and developments in existing technology and make the necessary
investments to ensure a high level of technology.
Based on the above, and for the greatest possible reduction of the risk of technological developments,
the Group:
Develops products in particularly efficient and internationally recognized platforms,
Moves to continuous training and education of the staff in technological matters, in cooperation
with internationally recognized bodies in the field of high technology,
Offers innovative applications, corresponding to the complex needs and demands of the market.
For the above reasons, this specific risk is assessed as real but in any case as absolutely manageable at
this particular period of time.
d. Credit risk
The Management of the Company and the Group, on the basis of its internal principles of operation,
ensures that the sales of goods and services take place towards customers of high credit reliability and
lending capacity. Owing to the expansion of the activities of the Company and the Group abroad, the
said risk is real in relation to customers originating from other countries (especially from countries of
Africa, Asia and N. America) for whom the efficient check of their creditworthiness and reliability, is not
always easy. For this reason the Company and the Group constantly develop and evolve internal
mechanisms of operation (regarding the process of negotiations, contracts and project management),
with the view to more completely addressing the specific danger. Within the said context and the
assessment methods available to the Group, it has not faced so far any possible exposures of significant
size, for which no adequate provision has been formed. Therefore, the said risk, although real in view of
the greater negative economic climate, it is assessed today as controllable. However, if there is a
deterioration of the conditions for the development of economic activity in the coming months,
especially in the Greek market, this risk may affect the results of the Company
For a better understanding and presentation of the above, we display the following tables:
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Trade and other
commercial
receivables
4.977.127
3.699.490
1.644.194
1.484.448
Other receivables
5.693.695
5.040.199
4.609.087
4.354.717
Other
financial
assets
176.601
76.350
1.405.674
5.674
Short term
investments
3.012.258
2.077.978
2.406.422
1.658.406
Cash &
cash equivalents
12.612.093
13.908.436
5.661.775
7.756.446
Total
26.471.774
24.802.453
15.727.152
1
5.259.691
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
117
Trade receivables analysis
GROUP
COMPANY
31.12.202
1
31.12.20
20
31.12.202
1
31.12.20
20
Not due
3.976.087
2.819.719
1.395.551
1.200.547
Past due balances
5.488.175
5.320.420
4.381.479
4.370.774
Balance
9.464.262
8.140.139
5.777.030
5.571.321
Less: Allowance for doubtful receivables
(4.487.135)
(4.440.649)
(4.132.836)
(4.086.873)
Fair Value of receivables
4.977.127
3.699.490
1.644.194
1.484.448
Under the account “Other debtors” an amount of € 2.556 thousand is included, which relates to two
claims under litigation, from the wider public sector with amounts of € 2.067 thousand and € 489
thousand, that have not yet been finalized in court so that they can be enforced, but have been tried on
the first degree with a positive outcome for the company.
Despite the fact that the above cases are not expected to be finalized during the fiscal year 2022, the
Company considers that the above interest-bearing claims are reasonable, well-founded and
documented, as on the one hand there is evidence of execution and delivery, according to the the
contractual requirements and specifications of the equipment and services (a fact which was proved
during the hearing before the court of first instance), on the other hand the debtors continue to function
normally on their markets, there is therefore no objective evidence of impairment on those receivables.
The account “Trade receivables” is non-interest-bearing and usually settled in 30 - 120 days. The time of
collection of claims from ongoing projects depends on the progress of the works. The provision for
impairment is based on the maturity of the debts in accordance with the adopted credit policy in
conjunction with the historical consistency and solvency of the clients, taking into account the current
economic circumstances.
e. Liquidity Risk
The Management attaches particular importance to the management of the specific risk, its monitoring
by carrying out a monthly and quarterly forecast, the continuous monitoring of cash flows and the
continuous evaluation and reassessment of the strategy associated with its consistent and effective
management. Within this framework and on the basis of currently existing data, this risk is assessed as
controlled and manageable.
In notes 23, 27 and 28 of the annual financial statements, there is a table showing the Group's loans and
other liabilities. It should be noted that the undiscounted contractual cashflows are in line with the
current value of loans and other commitments. The table below summarizes the Group’s loans and other
financial liabilities:
GROUP
31.12.20
2
1
Contractual
Cash Flows
1
-
3
months
3
-
12
months
1
-
5
years
Accounting
Liabilities
Loans
7.020.894
-
3.711.665
3.214.286
6.925.951
Other commitments
8.570.543
4.782.701
3.427.450
360.392
8.570.543
Subtotal
:
Cash liabilities
15.591.437
4.782.701
7.139.115
3.574.678
15.496.494
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
118
plus
:
Grants Received
262.217
-
96.329
165.888
262.217
Deferred income
1.945.871
927.826
868.526
149.519
1.945.871
Provision for staff retirement
indemnities and for unaudited
fiscal years taxes
791.123
-
-
791.123
791.123
Subtotal
:
Non
-
Cash liabilities
2.999.211
927.826
964.855
1.106.530
2.999.211
Total liabilities
18.590.648
5.710.527
8.103.970
4.681.208
18.495.705
GROUP
31.12.
20
20
Contractual
Cash Flows
1
-
3
months
3
-
12
months
1
-
5
years
Accounting
Liabilities
Loans
4.199.242
-
2.118.700
2.000.000
4.118.700
Other commitments
7.531.643
3.916.029
3.130.884
484.730
7.531.643
Subtotal
:
Cash liabilities
11.730.885
3.916.029
5.249.584
2.484.730
11.650.343
plus
:
Grants Received
1.177.198
-
1.019.158
158.040
1.177.198
Deferred
income
1.401.748
700.444
695.195
6.109
1.401.748
Provision for staff retirement
indemnities and for
unaudited fiscal years taxes
739.982
-
-
739.982
739.982
Subtotal
:
Non
-
Cash liabilities
3.318.928
700.444
1.714.353
904.131
3.318.928
Total
liabilities
15.049.813
4.616.473
6.963.937
3.388.861
14.969.271
Loans are simple bilateral loans (not bonds, convertible, etc.) of floating interest rates with a total
borrowing cost of 2.6%, which is considered and is actually market interest rates. Long-term loans have
a maturity of (4) years and a grace period of 12 months.
f. Exchange risk
The Group operates internationally and is therefore at risk of exchange rates arising mainly from the US
Dollar and the British Pound. This type of risk mainly results from commercial transactions in foreign
currency as well as from net investment in economic entities abroad. The Management of the Company
constantly monitors the foreign exchange risks that may arise and evaluates any need to take relevant
measures; however, at the present time this risk is not assessed as significant and is in any case
completely manageable and controllable.
g. Interest rate risk
The risk of interest rates for the Company is not particularly significant, since on the one hand the
Company's borrowing is linked to Euribor and on the other hand the Company has a limited and in any
case controlled exposure to bank lending. The Group's policy is to maintain the total amount of
borrowing at variable interest rates and to intervene correctively, whenever necessary, and at the same
time to avoid, to the extent permitted by business activity in general, exposure to further lending. The
limited exposure of the Group to loan funds makes the change in interest rates unimportant for the
Group's results. It is noted that the Group's cash reserves and cash equivalents exceed all bank loans.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
119
h. Risk from the effects of the spread of COVID-19
The new COVID-19 coronavirus which was first detected in December 2019 in China and has since spread
worldwide, compelling the World Health Organization (WHO) to declare the spread as a pandemic, has
had an extremely adverse impact on both global and domestic economic growth. The impact of
government restrictive measures on entire sectors has been severe; production has been negatively
affected and aggregate demand in the economy has fallen.
Two years after the outbreak of the pandemic, new, more contagious, mutations appear and daily cases
still remain at a particularly high level.
The intensification of vaccination programmes in a multitude of countries around the world has
reinforced hopes for a return to economic and social normality and a return to economic recovery,
mainly from the second half of 2021.
The efforts of the competent authorities worldwide focus on mass vaccination of the population, on the
effective management of the symptoms of the sick, on limiting the further spread and transmission of
the disease, by taking strong preventive measures (movement restrictions, quarantine, mandatory
wearing of masks, etc.) and by mitigating the impact on the global economy, through budgetary
interventions and financial measures.
In view of the above and given the significant presence of the Group in the global market, this risk is
assessed as real, καθόσον δύναται να οδηγήσει σε delays in the implementation of existing projects or
assignment of new ones, due to the general uncertainty, insecurity and lack of liquidity prevailing in both
the domestic and international economic environment.
However, at this time no safe conclusions can be drawn regarding the risks, impact and possible effects
of this event on the commercial activity and the financial results of the Company and the Group in
general, due to its activity in areas of Europe, Asia and Africa affected significantly by the spread of the
virus, while the possibility of new pandemic waves or virus mutations that may affect the efficacy of
vaccines administered cannot be excluded.
In any case, the Management of the Company and the Group closely monitors on a daily basis the
developments, evaluates and takes any measures necessary to limit the effects, protect the health and
safety of employees and maintain the business activities of the Group at satisfactory levels. In addition,
government interventions and aid have been used to ensure its operational continuity and
uninterrupted operation and to restrict the impact on the Group's financial situation, financial
performance and results.
On the basis of the developments and the measures taken, and also the Group’s implementations in
progress, neither the Group nor any individual activity thereof, are faced at the time of drafting of the
present Report with the possibility of virus, while interruption (going concern).
i. Risks from the current developments in Ukraine
Given that the Group does not have a presence in Russia and Ukraine through a subsidiary, there does
not appear to be an immediate risk in terms of both the Group's productive operation or employee
safety. Additionally, there seems to be no direct impact on the Group's turnover since there are no
significant implementations in these countries.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
120
However, given the extroversion of the Group, the management closely follows the developments that
are changing rapidly and whose prediction of the extent and duration of the crisis as well as the possible
consequences it will have on the global economy it is difficult to be predicted at this stage.
6. SEGMENT REPORTING
For administrative purposes, the group is organized into business centers and business units. The
Group's activities are in two business areas, the one of financial solutions and business solutions.
The results of the Group's segments are analyzed as follows:
01.01
-
31.12.20
21
Financial
Solutions
Business
Solutions
Total
Sales
20.394.197
5.170.222
25.564.419
Less: Intercompany
(3.456.005)
(1.991.160)
(5.447.165)
Sales to
third parties
16.938.192
3.179.062
20.117.254
Gross profit
8.
957.387
1.051.277
10.008.664
Other income
854.080
Operating costs (disposal, administration
and research)
(7.910.530)
Other operating expenses
(253.873)
Operating result
2.698.341
Financial income / (cost)
90.761
Profit before tax
2.789.102
Income taxes
(585.844)
Results after taxes
2.203.258
Non
-
controlling interests
(802)
Net Results after Tax attributable to the
Shareholders of the Parent Company
2.204.060
31.12.20
21
Financial
Solutions
Business
Solutions
Unallocated
Total
Amounts
Intangible assets
11.306.474
20
-
11.306.494
Tangible assets
-
12.114
4.303.816
4.315.930
Other assets
11.931.170
5.694.686
10.189.367
27.815.223
Total liabilities
(
4.968.318
)
(
3.154.324
)
(
10.373.06
3)
(
18.495.70
5)
Net asset value
18.269.326
2.552.49
6
4.120.1
20
24.941.94
2
01.01
-
31.12.20
20
Financial
Solutions
Business
Solutions
Total
Sales
14.972.828
4.635.461
19.608.289
Less: Intercompany
(
2.769.868
)
(
1.797.530
)
(
4.567.398
)
Sales to third parties
12.202.960
2.837.931
15.040.891
Gross profit
7.159.363
943.429
8.102.792
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
121
Other income
705.143
Operating costs (disposal, administration
and research)
(6.228.960)
Other operating expenses
(668.606)
Operating result
1.910.369
Financial income / (cost)
(599.195)
Profit before tax
1.311.174
Income taxes
(360.057)
Results after
taxes
951.117
Non
-
controlling interests
(1.881)
Net Results after Tax attributable to the
Shareholders of the Parent Company
952.998
31.12.20
20
Financial
Solutions
Business
Solutions
Unallocated
Total Amounts
Intangible assets
5.989.112
564.697
-
6.553.809
Tangible assets
-
309.795
4.339.267
4.649.062
Other assets
9.542.704
6.223.776
10.371.217
26.137.697
Total liabilities
(4.875.898)
(3.207.023)
(7.308.758)
(15.391.679)
Net asset value
10.655.918
3.891.245
7.401.726
21.948.889
It is noted that there is no question of the dependence of the Group on significant customers as, apart
from a customer from the wider public sector which contributed 11%, all other customers are below the
level of 8% of the total sales of the Group. It is noted that the aforementioned customer has long-term
implementation contract that is in progress and is not considered as doubtful customer.
The Company has chosen to organize its entity according to the categories of products and services. In
particular, in the case of the Company, there are two main categories, that of the solutions addressed
to the financial sector (such as FMS.next, RiskAvert, IMSplus, Axia, Acumen
net
) and solutions addressed
to public (mainly ad hoc projects such as digitalization of court minutes) and private organizations.
The Company has chosen to organize its entity by product categories as above rather than
geographically, as it does not consider it representative because "research and development" that is an
important factor for the Company is not geographically related, and also results per geographic area are
likely to be affected from short-term reasons and thus not provide reliable information. For example, a
new customer in a particular geography is billed with licenses that do not repeat next year, although the
same customer is retained the following year and priced with maintenance contracts, which are lower
in value than licenses.
However, it is disclosed for completeness that in 2021 69% of the Group's income came from non-
Domestic customers.
7. EXPENSE ANALYSIS
The expenses of the Group and the Company for the year ended 2021 and year ended 2020 are
analyzed as follows:
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
122
GROUP
COMPANY
31.12.20
2
1
31.12.20
20
31.12.20
2
1
31.12.20
20
Cost of goods sold
596
40.227
11.169
42.662
Remuneration and staff costs
10.637.920
7.668.625
4.850.883
4.372.706
Fees and expenses of third parties
5.057.227
3.753.279
3.399.603
3.511.517
Third party benefits
492.911
339.416
266.763
267.64
3
Taxes Fees
157.178
81.217
36.648
38.452
Other Expenses
842.533
683.198
544.448
391.228
Depreciation of fixed assets
2.786.905
2.364.188
823.038
754.66
1
Total
19.975.270
14.930.150
9.932.552
9.378.869
The distribution of costs, is as follows:
GROUP
COMPANY
31.12.20
2
1
31.12.20
20
31.12.20
2
1
31.12.20
20
Cost of Sales
10.108.590
6.938.099
4.
786.495
4.819.027
Distribution costs
3.159.679
2.725.563
1.
660.614
1.556.686
Administrative expenses
2.138.226
1.615.757
1.
145.304
1.032.724
Research
Expenses
2.612.625
1.887.640
1.7
30.086
1.445.678
Depreciation of Subsidized Assets
944.928
1.133.337
-
-
Total
18.964.048
14.300.396
9.322.499
8.854.115
Capitalized Expenses
Software
Development Costs
1.011.222
629.754
610.053
524.754
Total
19.975.270
14.930.150
9.932.552
9.378.869
The other operating expenses of the Group and the Company for the year 2021 and for the year 2020
respectively are analyzed as follows:
GROUP
COMPANY
31.12.20
21
31.12.20
20
31.12.20
21
31.12.20
20
Receivable write
-
offs
230.593
318.359
230.593
179.919
Depreciated inventory write
-
offs
-
-
-
-
Goodwill impairment of subsidiary
-
220.000
-
220.000
Other expenses
23.280
130.247
2.625
69.975
Total
253.873
668.606
233.218
469.894
The number of personnel, for the Group and the Company, as at December 31, 2021 and December 31,
2020 and the payroll cost for the years 2021 and 2020 are analyzed as follows:
20
21
20
20
GROUP
COMPANY
GROUP
COMPANY
Number of personnel
177
98
141
10
5
Total cost
10.637.920
4.850.883
7.
668.625
4.
372.706
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
123
8. FINANCIAL INCOME/EXPENSE ANALYSIS
The financial income/expenses for the Company and the Group for the fiscal years of 2021 and 2020
respectively, are analysed as below:
GROUP
COMPANY
31.12.20
2
1
31.12.20
20
31.12.20
2
1
31.12.20
20
Income from
participations and securities
70.447
83.582
65.065
73.555
Profit/(loss) from selling of participations
and securities 100.621
(16.655)
57.657
(16.655)
Profit/(loss) from foreign exchange
differences 180.779
(374.337)
163.350
(159.053)
Profit/(loss) from fair value
measurement of participations and
securities (35.414)
(93.305)
(50.743)
(93.305)
Interest subsidies due to Covid
-
19
10.856
61.880
10.856
61.880
Interest and bank expenses
(
257.47
8)
(254.26
5
)
(
221.555
)
(238.918)
Other financial expenses
25.228
12.08
4
25.228
(43.459)
Financial impact IFRS 16
(
4.278
)
(18.179)
-
-
Total
90.76
1
(599.19
5
)
49.858
(415.955)
It is noted that in 2021 at Group level borrowing costs remain at approximately the same level as in
2020, while in the Company there is further de-escalation. In addition, there is a significant return on
profitability from sales of securities as well as from exchange differences at both Group and Company
level.
9. INCOME TAX
The amount of taxes has been calculated using the actual tax rates for each fiscal year. Non-deductible
expenses include mainly provisions that are reversed by management when calculating income tax.
Income tax statements are filed on a yearly basis, but profits and losses reported for tax purposes are
concluded when the tax authorities review the tax returns and taxpayers' books at the time that the
related tax liabilities are settled. Tax losses, to the extent that are recognized by the tax authorities, may
be used to offset profits for the five following fiscal years after the current fiscal year.
The following is a reconciliation for nominal and effective tax rates for the Group and the Company:
GROUP
COMPANY
31.12.2021 31.12.2020 31.12.2021 31.12.2020
Profit before tax
2.789.102
1.311.174
1.122.376
748.758
Income tax calculated at the nominal
applicable tax rate 2021: 22%, 2020:24%
613.602
314.682
246.923
179.702
Tax effect of non
-
taxable income
(231.321)
(235.211)
(316.800)
(384.000)
Revaluation of deferred tax
assets
30.542
-
25.447
-
Tax effect of different tax rates applicable to
other countries where the Group operates
-
76.287
-
76.287
Tax effect of non
-
tax deductible expenses
(145.013)
(137.920)
-
-
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
124
Prior year tax differences
278.882
408.895
258.731
37
0
.
481
Differences of tax audit and other taxes
33.544
(72.192)
33.962
(72.192)
Profit before tax
5.608
5.516
-
1.000
Income taxes that reported in the Income
Statement
585.844
360.057
248.263
171.278
Deferred tax accounts for the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Deferred tax assets 1.253.523
944.566
546.263
772.281
Deferred tax liabilities (918.419)
(602.364)
(330.558)
(466.920)
335.104
342.202
215.705
305.361
The fact that in some cases, income and expenses are accounted for in a different time from the date
when such income is tax charged or the expenses are deducted for the purpose of determining the
taxable income, creates the need to account for deferred tax assets or deferred tax liabilities).
The movement of the deferred tax asset (liability) is as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Beginning balance
249.271
466.104
218.015
396.211
Income tax
(debit)/ credit
121.243
-
-
-
Income tax (debit)/ credit through OCI
(35.410)
(123.902)
(2.310)
(90.850)
Ending balance
335.104
342.202
215.705
305.361
The nature of the temporary differences and the breakdown of the financial year 01.01.2021-31.12.2021
for the Group is as follows:
GROUP
Beginning
Balance
Purchase of
Subsidiary
Debits
/ Credits
(-) of Results
Debits
/
Credits (-)
of OCI
Ending
Balance
Provisions
for
doubtful
383.964
-
(21.885)
-
362.079
Intangible asset write
-
offs
(158.996)
(
442.478
)
89.486
-
(511.988)
Leases
(3.214)
-
(10.976)
-
(14.190)
Provisions for Staff
Compensation
156.254
72.944
(606)
5.322
233.914
Land
-
building
revaluation
adjustment
(316.015)
-
26.717
-
(289.298)
Difference in depreciation
rates
58.420
-
15.689
-
74.109
Deferred expenses
1.239
-
-
-
1.239
Revenues / expenses
accrued
(84.976)
-
17.863
-
(67.113)
T
ax loss
receivable
223.492
490.777
(156.886)
-
557.383
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
125
Impairment provision on
Inventories
7.139
-
-
-
7.139
Deferred
income
(39.163)
-
3.334
-
(35.829)
Other impairment provisions
21.127
-
(3.468)
-
17.659
Total
249.271
121.243
(40.732)
5.322
335.104
The nature of the temporary differences and the breakdown of the financial year 01.01.2021-31.12.2021
for the Company is as follows:
COMPANY
Beginning
balance
Debits
/ Credits
(-) of Results
Debits
/
Credits (-) of
OCI
Ending
Balance
Provisions
for
doubtful
345.565
(18.685)
-
326.880
Intangible asset write
-
offs
179.041
(29.649) -
149.392
Provisions for Staff Compensation
42.423
(18.191)
5.307
29.539
Land
-
building
revaluation
adjustment
(320.598)
26.717 -
(293.881)
Difference in depreciation
rates
(30.025)
32.325
-
2.300
Deferred
income
-
-
-
-
Impairment provision on
Inventories
(40.011)
3.334 -
(36.677)
Other impairment provisions
41.620
(3.468) -
38.152
Total
218.015
(7.617)
5.307
215.705
10. EARNINGS PER SHARE
The earnings per share are calculated by dividing the profit attributable to ordinary equity holders of the
parent (after adjusting for interest on the convertible preference shares) by the weighted average
number of ordinary shares outstanding during the year plus the weighted average number of ordinary
shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary
shares. The calculation of the basic earnings per share at 31.12.2021 and 31.12.2020 is as follows:
GROUP
31.12.20
2
1
31.12.20
20
Net profit attributable to the shareholders of the parent
2.204.060
952.998
Weighted average number of shares in circulation
11.902.803
11.809.242
Earnings per share
0,1852
0,0
807
The calculation of the impaired earnings per share on 31.12.2021 is as follows:
GROUP
31.12.20
21
31.12.20
20
Net profit attributable to the shareholders of the parent
company
2.204.
060
952.998
Weighted average number of outstanding shares
11.902.803
11.809.242
Revaluation for stock options
226.678
218.666
Weighted average number of shares for the calculation of
diluted earnings per share
12.129.481
12.027.908
Diluted
earnings per share
0,1817
0,0792
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
126
Impaired earnings per share are obtained by adjusting the weighted average of existing ordinary shares
during the period for potentially issued ordinary shares. The Company has shares of this class, which
result from a program of granting stock options to the personnel of the Group.
11. TANGIBLE FIXED ASSETS
Tangible assets of the Group are presented as follows:
GROUP Land Buildings Mechanical
Equipment
Means of
transportation
Furniture
and other
equipment
Total
Acquisition value
01.01.2020
2.050.000 4.209.052 1.062 38.016 4.028.589 10.326.719
Additions in period - - - - 41.614 41.614
Disposals/ Write-offs - - - - (1.118.989) (1.118.989)
Balance 31.12.2020 2.050.000 4.209.052 1.062 38.016 2.951.214 9.249.344
Acquisition of
Subsidiary
- 15.079 - - 63.606 78.685
Additions in period - - - - 92.961 92.961
Disposals/ Write-offs - - - - - -
Balance 31.12.2021 2.050.000 4.224.131 1.062 38.016 3.107.781 9.420.990
Accumulated
depreciations
01.01.2020
- (1.917.962) (1.062) (37.714) (3.224.617) (5.181.355)
Additions in period - - - - 1.117.933 1.117.933
Disposals/ Write-offs - (126.972) - (238) (409.650) (536.860)
Accumulated
depreciations
31.12.2020
- (2.044.934) (1.062) (37.952) (2.516.334) (4.600.282)
Additions in period - - - - (476) (476)
Disposals/ Write-offs (125.708) - (64) (378.530) (504.302)
Accumulated
depreciations
31.12.2021
- (2.170.642) (1.062) (38.016) (2.895.340) (5.105.060)
Net book value
01.01.2020
2.050.000 2.291.090 - 302 803.972 5.145.364
Net book value
31.12.2020
2.050.000 2.164.118 - 64 434.880 4.649.062
Net book value
31.12.2021
2.050.000 2.053.489 - - 212.441 4.315.930
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
127
Tangible assets of the Company are presented as follows:
COMPANY Land Buildings Mechanical
Equipment
Means of
transportation
Furniture
and other
equipment
Total
Acquisition value
01.01.2020 2.050.000 4.190.257 - 36.842 1.867.124 8.144.223
Additions in period - - - - 30.188 30.188
Disposals/ Write-offs - - - - (1.103.184) (1.103.184)
Balance 31.12.2020 2.050.000 4.190.257 - 36.842 794.128 7.071.227
Additions in period - - - - 45.984 45.984
Disposals/ Write-offs - - - - - -
Balance 31.12.2021 2.050.000 4.190.257 - 36.842 840.112 7.117.211
Accumulated
depreciations
01.01.2020
- (1.900.951) - (36.539) (1.752.140) (3.689.630)
Additions in period - - - - 1.100.927 1.100.927
Disposals/ Write-offs - (125.708) - (238) (34.122) (160.068)
Accumulated
depreciations
31.12.2020
- (2.026.659) - (36.777) (685.335) (2.748.771)
Additions in period - - - - - -
Disposals/ Write-offs - (125.708) - (64) (36.702) (162.474)
Accumulated
depreciations
31.12.2021
- (2.152.367) - (36.841) (722.037) (2.911.245)
Net book value
01.01.2020
2.050.000 2.289.306 - 303 114.984 4.454.593
Net book value
31.12.2020
2.050.000 2.163.598 - 65 108.793 4.322.456
Net book value
31.12.2021
2.050.000 2.037.890 - 1 118.075 4.205.966
Land and buildings were revalued on 01.01.2004 by independent appraisers at their fair value and the
differences were recognized in retained earnings. Historical cost is selected as the basis for the
subsequent valuation of these items. It is noted that for the company's properties there are no pre-
notices.
12. GOODWILL
Goodwill for the Group is analyzed as follows:
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
128
Subsidiaries
(
Cash flow units)
Balance
31.12.2020
Increase
Exchange
rate
diff/ces
Balance
31.12.2021
CENTEVO AB
-
1.5
14
.
341
(11.22
7
)
1.503.11
4
LOGIN S.A.
687.350
-
-
687.350
GLOBAL SOFT
S.A
.
544.809
-
-
544.809
Goodwill
1.232.159
1.5
14
.
341
(11.22
7
)
2.735.27
3
As mentioned in Note 2.2 of the financial statements, on March 19, 2021, the Group through its 100%
subsidiary PROFILE SYSTEMS & SOFTWARE (CYPRUS) Limited, acquired all the shares of the Swedish
company CENTEVO AB, a specialized systems development company.
The fair value of the assets recognized and the liabilities assumed by the above company at the date of
its acquisition is as follows:
CENTEVO AB
Intangible assets 2.253.367
Tangible fixed assets and rights to use fixed
assets
287.492
Trade receivables
505.847
Other receivables 363.472
Cash and cash equivalents
829.872
Total assets 4.240.050
Long term payables
259.011
Trade payables 187.777
Social security and other taxes 243.890
Other liabilities
1.063.713
Total liabilities 1.754.391
Net assets obtained (*)
2.485.659
Goodwill 1.514.341
Acquisition price (*) 4.000.000
The initially calculated goodwill based on the provisional amounts recognised at the date of acquisition
was adjusted after the determination of the fair values of the assets and liabilities within the reporting
period.
The net cash outflow of the acquisition is analyzed as follows:
Acquisition cash outflows
Acquisition price in cash 4.000.000
Cash and cash equivalent of acquired company
(829.872)
Net cash outflow from acquisition
3.170.128
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
129
(*) Notes:
(a) The contractual price does not include restructuring costs.
(b) It is noted that in calculating goodwill, the acquired net assets include the fair value of identifiable
intangible assets that are not readily realizable assets.
The fair value of the recognized receivables does not differ substantially from the gross value of the
contractual receivables and all of them are expected to be collected.
The amounts of income and profit or loss after taxes of CENTEVO AB included in the consolidated
statement of comprehensive income, from the date of acquisition until the end of the reference period
(19/3 – 31/12/2021), amount to €4,719 thousand and €-68 thousand respectively.
Check of goodwill for possible impairment is conducted annually as well as when there is evidence of
impairment.
On December 31, 2021 the Group conducted the annual impairment test for goodwill for the above
subsidiaries and no need for impairment was identified from the relevant analysis, as the value of the
fiscal year was greater than the book value.
The recoverable amount of the assets of the above cash-generating units, has been determined based
on the value-for-use calculation using estimated cash flows from financial budgets approved by
management for a period of five years. The pre-tax discount rate used was 9,2% for Greece and 5,7%-
6,5% for EU countries, and the growth rate of the cash flow beyond the forecast period was calculated
as 1,4%.
The key assumptions used by the management in the calculation of the cash flow forecasts in the context
of the annual audit of impairment of goodwill and in which the value of use is also more sensitive, are
as follows:
Sales and Gross profit margins
Discount rates
Growth rates used to calculate cash flows beyond the forecast period
Sales forecasts are based on careful estimates of various factors, such as past performance, market
growth assessments where it is active, or whether the Group is planning to operate and where
competition exists.
The profit margins are based on estimates during the five-year budget period with regard to the
formation of prices and sales volumes, market shares and production and operating costs and no
substantial change is expected compared to 2020.
The discount rate represents the present market estimates for the individual risks of each cash-
generating unit. The calculation of discount rates is based on the specific conditions that the Group
operates and is derived from the weighted average cost of capital. The weighted average cost of capital
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
130
takes into account both borrowing and equity. The cost of equity is derived from the expected return on
the investment of the Group's investors. The cost of borrowing is based on the effective interest rate on
loans that the Group is using.
Growth in perpetuity is mainly based on published studies and surveys.
13. INTANGIBLE ASSETS
The intangible assets of the Group are analyzed as follows:
GROUP
Development
Cost Complete
Purchased
software
Other
Tangible
Assets
Development
Cost Incomplete
Total
Acquisition cost
01.01.2020
8.597.876
123.029
426.473
-
9.147.378
Additions in period
816.454
8.802
- 1.263.300
2.088.556
Disposals/ Write-offs
-
-
- -
-
Balance 31.12.2020 9.414.330
131.831
426.473
1.263.300
11.235.934
Acquisition of subsidiary 1.510.057
-
743.310
-
2.253.367
Additions in period
949.243
1.251
-
2.085.470
3.035.964
Disposals/ Write-offs
(13.749)
-
-
-
(13.749)
Balance 31.12.2021 11.859.881
133.082
1.169.783
3.348.770
16.511.516
Accumulated
depreciations
01.01.2020
(3.960.805)
(83.687)
(177.733)
-
(4.222.225)
Additions in period
-
-
- -
-
Disposals/ Write-offs
(1.602.801)
(18.165)
(71.093) -
(1.692.059)
Accumulated
depreciations
31.12.2020
(5.563.606)
(101.852)
(248.826)
-
(5.914.284)
Acquisition of subsidiary -
-
-
-
-
Additions in period
-
-
-
-
-
Disposals/ Write-offs
(1.837.242)
(20.246)
(168.523)
-
(2.026.011)
Accumulated
depreciations
31.12.2021
(7.400.848)
(122.098)
(417.349)
-
(7.940.295)
Net book value
31.12.2020
3.850.724
29.979
177.647
1.263.300
5.321.650
Net book value
31.12.2021
4.459.033
10.984
752.434
3.348.770
8.571.221
The Company's intangible assets are analyzed as follows:
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
131
COMPANY
Development
Cost Complete
Purchased
software
Other
Tangible
Assets
Development
Cost Incomplete
Total
Acquisition cost
01.01.2020
3.285.375
43.170
-
-
3.328.544
Additions in period
621.754
2.404
- -
624.158
Disposals/ Write-offs
-
-
- -
-
Balance 31.12.2020 3.907.129
45.574
-
-
3.952.702
Additions in period
610.054
-
-
-
610.054
Disposals/ Write-offs
-
-
-
-
-
Balance 31.12.2021 4.517.183
45.574
-
-
4.562.756
Accumulated
depreciations
01.01.2020
(1.199.097)
(21.484)
-
-
(1.220.580)
Additions in period
-
-
- -
-
Disposals/ Write-offs
(584.448)
(10.145)
- -
(594.593)
Accumulated
depreciations
31.12.2020
(1.783.545)
(31.629)
-
-
(1.815.173)
Additions in period
-
-
-
-
-
Disposals/ Write-offs
(650.090)
(10.474)
-
-
(660.564)
Accumulated
depreciations
31.12.2021
(2.433.635)
(42.103)
-
-
(2.475.738)
Net book value
31.12.2020
2.123.585
13.945
-
-
2.137.530
Net book value
31.12.2021
2.083.548
3.470
-
-
2.087.018
Intangible assets include the cost of developing banking platforms and investment management,
purchased software as well as acquired intangible assets through redemptions. It is noted that the
software development costs of the year includes expenses of the Company and the Group (see note 7),
as well as software development costs by third parties on our behalf.
The incomplete development costs relate to purchased software from third parties (mainly development
platforms) that will be implemented by a newly established subsidiary of the Group (established within
2020) and which has been subject to the provisions of the Development Law 4399/2016.
14. INVESTMENTS IN SUBSIDIARIES
The change in the value of investments in affiliated companies is analyzed as follows:
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
132
COMPANY
Balance at
31.12.2020
Increases
(Decreases) in
period
Balance at
31.12.2021
GLOBAL SOFT
S
.
A
.
1.131.639
-
1.131.639
COMPUTER INTERNATIONAL FRANCHISE
LTD
-
-
-
PROFILE SYSTEMS & SOFTWARE
(CYPRUS) LTD
1.500.195
2.300.000
3.800.195
PROFILE DIGITAL SERVICES
S.A
.
580.000
-
580.000
PROFILE TECHNOLOGIES
SINGLE MEMBER S.A
.
1.400.000
6
00.000
2
.
0
00.000
Total
4.
61
1.834
2.
9
00.000
7.
5
11.834
The investment in the affiliated company COMPUTER INTERNATIONAL FRANCHISE Ltd amounting to €
138.416 has been written off from previous years due to the fact that it has entered into liquidation but
has not been completed for typical reasons.
Based on the results of the impairment test, on December 31, 2021, there was no need for impairment
of other participations.
15. INVENTORIES
The Group's and Company's inventories are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Inventories
84.519
84.519
58.539
58.539
Impairment provision
-
-
-
-
Total
84.519
84.519
58.539
58.539
The Group's and Company's stocks mainly include electronic equipment and ready-to-use software that
are used in the projects that are being implemented.
16. TRADE AND OTHER COMMERCIAL RECEIVABLES
The trade receivables of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Clients
11.781.2
70
10.457.197
8.145.814
7.940.154
Less
disputed receivables
transferred to
other receivables
(2.555.761)
(2.555.761)
(2.555.761)
(2.555.761)
Client balance
9.225.509
7.901.436
5.590.053
5.384.393
Billing notes received
7.104
7.104
3.696
3.696
Postdated cheques
231.649
231.600
183.281
183.231
Total trade
receivables
9.464.262
8.140.140
5.777.030
5.571.320
Less
:
Provision for impairment
(4.487.135)
(4.440.650)
(4.132.836)
(4.086.872)
Final Balance
4.977.127
3.699.490
1.644.194
1.484.448
The account “Trade receivables” is non-interest-bearing and usually settled in 30 - 120 days. The
provision for impairment is based on the maturity of the debts in accordance with the adopted credit
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
133
policy in conjunction with the historical consistency and solvency of the clients, taking into account the
current economic circumstances.
For the years ended December 31, 2021 and December 31, 2020 respectively, trade receivables and
the related Impairment are analyzed as follows:
GROUP
COMPANY
31.12.2021
Trade
Receivable
Impairment
Trade
Receivable
Impairment
Not due
3.976.087
(37.582) 1.395.550
(31.758)
Past due more than 120 days
710.812
(39.357)
63.802
(3.551)
Past due more than 240 days
375.508
(27.103)
131.682
(18.244)
Past due
more than 360 days
4.401.855
(4.383.093)
4.185.996
(4.079.283)
Total
9.464.262
(4.487.135)
5.777.030
(4.132.836)
GROUP
COMPANY
31.12.2020
Trade
Receivable
Impairment
Trade
Receivable
Impairment
Not due
2.819.719
(2.291) 1.200.547
(2.071)
Past
due more than 120 days
690.879
(39.495)
2.062
(39)
Past due more than 240 days
249.001
(23.371)
232.535
(13.080)
Past due more than 360 days
4.380.540
(4.375.492) 4.136.177
(4.071.683)
Total
8.140.139
(4.440.649)
5.571.321
(4.086.873)
The Group applies the simplified approach, in accordance with IFRS 9 and calculates ECLs on Trade
Receivables based on lifetime expected credit losses. The Group uses the historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic environment,
policy that the Group also used to have in the previous years. The total effect for 2021 is included in the
results of the current fiscal year.
The movement in the provision for impairment of trade receivables is set out below:
GROUP
COMPANY
Balance
31.12.2019
4.426.798
4.087.556
Provision as per IFRS 9
13.852
(684)
Write
-
offs
-
-
Balance
31.12.20
20
4.440.650
4.086.872
Provision as per IFRS 9
46.485
45.964
Write
-
offs
-
-
Balance
31.12.20
2
1
4.487.135
4.132.836
17. PREPAYMENTS AND OTHER RECEIVABLES
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
134
Advance payments and other receivables of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Advances
211.970
208.630
204.949
202.287
Greek state
479.800
386.029
272.278
255.149
Prepaid expenses
211.841
250.573
128.288
162.548
Accrued income receivable
1.758.298
1.505.756
1.418.519
1.137.673
Other debtors
3.243.756
2.897.841
2.790.002
2.799.347
Total
5.905.665
5.248.829
4.814.036
4.557.004
These other receivables are considered to be short-term. Their fair values are considered to approximate
their book values.
The fund Revenues Receivable refers to a recognized value from implemented services which,
however, based on the contracts with customers, had not been invoiced until 31.12.2021. Revenues
receivable mainly relate to implementation contracts with two public sector bodies, while the related
costs are presented in the Accrued expenses and interest payable line (note 28).
Under the account “Other debtors” an amount of € 2.556 thousand is included, which relates to
two claims under litigation, from the wider public sector with amounts of € 2.067 thousand and € 489
thousand, that have not yet been finalized in court so that they can be enforced, but have been tried
on the first degree with a positive outcome for the company.
Despite the fact that the above cases are not expected to be finalized during the fiscal year 2022, the
Company considers that the above interest-bearing claims are reasonable, well-founded and
documented, as on the one hand there is evidence of execution and delivery, according to the the
contractual requirements and specifications of the equipment and services (a fact which was proved
during the hearing before the court of first instance), on the other hand the debtors continue to
function normally on their markets, there is therefore no objective evidence of impairment on those
receivables.
18. SHORT-TERM INVESTMENTS
The short-term investments of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Opening Balance
2.077.978
2.170.713
1.658.406
1.794.386
Additions in period
3.159.981
183.575
2.615.870
183.575
Sales in period
(2.187.255)
(226.250)
(1.817.111)
(226.250)
Total short
-
term investments
3.050.704
2.128.038
2.457.16
5
1.751.711
Plus revaluation at fair value
(35.414)
(50.921)
(50.743)
(93.305)
Exchange rate differences
(3.032)
861
-
-
Ending balance
3.012.258
2.077.978
2.406.42
2
1.
658.406
The amounts of short-term investments refer to financial placements in securities, mutual funds and
other securities traded on regulated markets. They primarily aim to place part of the Group's liquidity
on safe investments in order to ensure the adequacy of the financing of the investment program for the
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
135
Group's development and as a "natural" foreign exchange risk offset by the Group's non-euro projects.
An important part of these additions and sales concerns the recycling / reinvestment of these short-
term placements.
The short-term investments are calculated at fair value through profit or loss.
19. CASH AND CASH EQUIVALENTS
The cash and cash equivalents of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Cash on hand
9.128
45.650
2.559
39.783
Cash in banks
12.602.965
13.862.786
5.659.216
7.716.663
Total
12.612.093
13.908.436
5.661.775
7.756.446
Available cash and cash equivalents represent cash in the Group and Company funds and bank deposits
available on demand. Bank deposits are charged with interest at floating rates based on monthly bank
rates.
20. SHARE CAPITAL AND SHARE PREMIUM
Company’s Share Capital movement is as follows:
Shares
Share
Capital
Share
Premium
Balance
01.01.20
20
11.812.193
5.551.731
2.767.556
Share Capital Increase
-
531.549
(531.549)
Capital increase through special reserves
-
-
-
Increase from stock options issue
91.368
42.943
112.383
Share capital
decrease
-
(531.649)
-
Balance
31.12.20
20
11.903.561
5.594.674
2.348.390
Share Capital Increase
-
-
-
Capital increase through special reserves
-
-
-
Increase from stock options issue
110.355
51.86
6
135.737
Share capital decrease
-
-
Balance
31.12.20
2
1
12.
013
.
916
5.646.54
0
2.484.127
The share capital of the Company on December 31, 2021 amounted to € 5.646.540 (December 31, 2020:
€ 5.594.674) divided into 12.013.916 common registered shares of nominal value € 0,47 each.
On March 6, 2020, the Extraordinary General Meeting of Shareholders took the decision to increase and
decrease the share capital by the amount of €531,548.69, the reduction implemented by reducing the
nominal value of each share by the amount of €0.045 (i.e. from €0.515 to €0.47), the Company's share
capital amounts to €5.551.730,71, and is divided into 11.812.193 common, registered shares, with a
nominal value of €0.47 each.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
136
On December 4, 2020,the Board of Directors of the Company decided to increase the share capital by
the amount of forty-two thousand nine hundred forty-two Euros and ninety-six cents (€42,942.96), with
the issuance of ninety-one thousand three hundred sixty-eight (91,368) new common registered shares
of nominal value of forty-seven cents (€0.47) each and a disposal price of one Euros and seventy cents
(€1.70) per share, the difference between the sale price of the above new shares and their nominal
value, of Euros 112,382.64 drawn on a special reserve account "Difference from issue of shares at a
premium.
On December 3, 2021,the Board of Directors of the Company decided to increase the share capital by
the amount of fifty-one thousand eight hundred and sixty-six euros and eighty-five cents (51,866.85 €),
with the issue of one hundred and ten thousand three hundred and fifty-five (110,355 €) new common
registered shares of a nominal value of forty-seven cents (0.47 €) each and a disposal price of one Euro
and seventy cents (1.70 €) per share, the difference between the sale price of the above new shares and
their nominal value, from 135,736.65 Euros in a special reserve account "Difference from issue of shares
at a premium.
Thus, the total share capital of the Company amounts to five million six hundred and forty-six thousand
five hundred and forty Euros (€5,646,540) and is divided into twelve million thirteen thousand nine
hundred and sixteen (12,013,916) ordinary, nominal shares of a nominal value of forty-seven cents
(€0.47) each.
21. TREASURY SHARES
The change in the Group's and Company's own shares is analyzed as follows:
GROUP
COMPANY
Shares
Value
Shares
Value
Balance
01.01.20
20
538.368
1.367.194
538.368
1.366.097
Purchase of
own
shares during the year
2020
284.596
1.022.095
284.596
1.022.095
Selling of
own
shares during the year
2020
(776.264)
(2.199.355)
(776.264)
(2.199.355)
Balance
31.12.20
20
46.700
189.934
46.700
188.837
Purchase of
own
shares during the year
2021
309.679
1.574.658
309.679
1.574.658
Selling of
own
shares during the year
2021
(330.000)
(1.621.447)
(330.000)
(1.621.447)
Balance
31.12.20
21
26.379
143.145
26.379
142.048
22. RESERVES
The change in the Group's and Company's reserves is analyzed as follows:
GROUP
01.01.20
21
Change
31.12.20
21
Legal reserve
757.620
24.933
782.553
Tax free reserve of special tax regulations
2.518.440
-
2.518.440
Other Reserves
3.117.860
1.000.000
4.117.860
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
137
Reserves from
stock options
431.223
228.126
659.349
Special investment reserve cover ICT4GROWTH
852.851
-
852.851
Total
7.677.994
1.253.059
8.931.053
COMPANY
01.01.20
2
1
Change
31.12.20
2
1
Legal reserve
727.750
24.933
752.683
Tax free reserve of special tax regulations
2.519.458
-
2.519.458
Other Reserves
3.117.860
1.000.000
4.117.860
Reserves from stock options
431.223
228.126
659.349
Special investment reserve cover ICT4GROWTH
796.080
-
796.080
Total
7.592.371
1.253.059
8.845.430
23. BORROWINGS & OTHER LONG-TERM PAYABLES
The long-term and short-term borrowings of the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Long
-
term debt
3.214.286
2.000.000
3.214.286
2.000.000
Total l
ong
-
term debt
3.214.286
2.000.000
3.214.286
2.000.000
Bank loans
2.889.312
2.103.878
1.652.326
1.667.305
Long
-
term loans payable in the next 12
months
822.353
14.822
822.353
14.822
Total short
-
term debt
3.711.665
2.118.700
2.474.679
1.682.127
Total debt
6.925.951
4.118.700
5.688.965
3.
682.127
Loans are simply bilateral loans (not convertible, syndicated, etc.) with a variable interest rate with a
total borrowing cost of 2.6%, which is considered and is indeed a market rate. Long-term loans have a
maturity of (4) years and a grace period of 12 months.
The amounts of long-term loans that are payable within 12 months from the date of preparation of the
financial statements have been carried over and are presented in short-term liabilities.
The Group's other long-term liabilities, amounting to €428.78 thousand (€634.63 thousand, 2020) relate
to the receipt of a repayable advance, utilizing state interventions and aid in the context of the Covid 19
pandemic.
24. PROVISION FOR EMPLOYEES’ INDEMNITIES
a) The Group and the Company recognize as a retirement benefit obligation the present value of the
legal commitment it has undertaken, to pay a lump sum compensation to staff leaving due to retirement.
The relevant liability was calculated based on an actuarial study by a company of independent actuaries
and is analyzed as follows:
The personnel benefits obligations of the Group and the Company are analyzed as follows:
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
138
GROUP
COMPANY
Balance of liability at
01.01.20
20
805.661
116.083
Employment cost for the period
1.1
-
31.12.2020
41.515
29.799
Financial cost for the period
1.1
-
31.12.2020
615
556
Paid indemnities for the period
1.1
-
31.12.2020
(
138.224
)
(
42.683
)
Actuarial gains / losses for the period
1.1
–
31.12.2020
30.415
30.358
Internal movements
-
9.567
Balance of liability at
31.12.20
20
739.982
143.680
Employment cost for the period
1.1
-
31.12.2021
204.462
77.476
Financial cost for the period
1.1
-
31.12.2021
(
233
)
(
223
)
Paid indemnities for the period
1.1
-
31.12.2021
(
177.274
)
(110.783
)
Actuarial gains / losses for the period
1.1
–
31.12.2021
24.186
24.122
Internal movements
-
-
Balance of liability at
31.12.20
21
791.123
134.272
Basic Assumptions
:
31.12.20
21
31.12.20
20
Discount rate
0,18%
0,39%
Inflation
1,00%
1,00%
Future salary increases
1,00%
1,00%
The use of a higher technical interest rate of 0,5% would result in a lower respective obligation by 3,8%
while the exact opposite movement, i.e. the use of a lower technical interest rate of 0,5%, would result
in a higher respective obligation by 3,8%.
The use of a higher technical interest rate of 0,5% would result in a lower actual cost of the next fiscal
year by 5,6% while the exact opposite movement, i.e. the use of a lower technical interest rate of 0,5%,
would result in a higher actual cost by 5,6%.
b) Change in Accounting Policy IAS 19
Based on the decision issued by the International Financial Reporting Interpretations Committee in May
2021, the way the provision of Benefits is measured after the ‘Exit from the Service recognized by the
Group and the Company, presented in accordance with IAS 19' Employee Benefits', has been affected
and treated as an accounting policy change, applying the change retroactively from the beginning of the
first comparative period, in accordance with paragraphs 19 - 22 of IAS 8.
The implementation of the EU decision resulted in the Group and the Company restating their previous
financial statements as presented below. It is noted that only the relevant items of the financial
statements that have been affected by this decision are presented separately.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
139
Extract of income statement - 1.1.2020 to 31.12.2020
GROUP
Initially
published
IAS
19
Adjustment
Re
vised
Administrative expenses
(1.673.060)
57.303
(1.615.757)
Operating profit
1.853.066
57.303
1.910.369
Earnings before taxes
1.253.871
57.303
1.311.174
Income tax
(347.450)
(12.607)
(360.057)
Profit/(loss) for the year
906.421
44.69
6
951.11
7
COMPANY
Initially
published
IAS
19
Adjustment
Re
vised
Administrative expenses
(1.133.779)
101.055
(1.032.724)
Operating profit
63.658
101.055
164.713
Earnings before taxes
647.703
101.055
748.758
Income tax
(149.046)
(22.232)
(171.278)
Profit/(loss) for the year
498.657
78.823
577.480
Extract of Other Comprehensive income statement - 1.1.2020 to 31.12.2020
GROUP
Initially
published
IAS
19
Adjustment
Re
vised
Administrative expenses
906.421
44.69
6
951.11
7
Operating profit
(3.970)
(26.445)
(30.415)
Earnings before taxes
953
5.818
6.771
Income tax
(270.187)
(20.627)
(
290.814
)
Profit/(loss) for the year
636.234
24.0
69
660.30
3
COMPANY
Initially
published
IAS
19
Adjustment
Re
vised
Profit/(loss) for the year
498.657
78.823
577.480
Re
valuation
of
defined
benefit programs
2.414
(32.77
2
)
(30.3
58
)
Other comprehensive income tax
(580)
7.210
6.630
Other comprehensive after tax
1.834
(25.56
2
)
(23.7
28
)
Total comprehensive income
after
tax
500.491
53.2
61
553.75
2
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
140
Extract of financial status statement – 31
st
of December 2020
GROUP
Initially
published
IAS
19
Adjustment
Re
vised
ASSETS
Deferred tax payables
475.405
(92.930)
382.475
Total non
-
current assets
12.321.316
(92.930)
12.228.386
Total assets
37.340.568
(92.930)
37.247.638
EQUITY
Deferred income
6.628.172
3
28.902
6.957.
074
Minority rights
(110.407)
576
(109.831)
Total equity
21.948.889
329.478
22.278.367
LIABILITIES
Indemnities due to retirement
1.162.390
(422.408)
739.982
Total long term
liabilities
4.619.891
(422.408)
4.197.483
Total liabilities
37.340.568
(92.930)
37.247.638
COMPANY
Initially
published
IAS 19
Adjustment
Revised
ASSETS
Deferred tax payables
305.360
(87.345)
218.015
Total non
-
current assets
11.382.854
(87.345)
11.295.509
Total assets
26.897.697
(87.345)
26.810.352
EQUITY
Deferred income
1.772.234
309.678
2.081.912
Minority rights
17.118.832
309.678
17.428.510
Total equity
LIABILITIES
540.703
(397.023)
143.680
Indemnities due to
retirement
3.284.841
(397.023)
2.887.818
Total long term liabilities
26.897.697
(87.345)
26.810.352
25. STOCK OPTION PLAN
The Board of Directors of the Company at its meeting on January 16, 2020, following the authorization
given by the 1st Repeated Annual General Meeting of the shareholders on May 25, 2018, regarding the
establishment of a Share Option Scheme to the members of the Board of Directors, the Directors and
the staff of the Company, proceeded to the preparation of the specific terms of this Plan.
The duration of the programme shall be fixed until the year 2025, in the sense that the total rights to be
allocated to beneficiaries may be exercised no later than November 2025.
The number of Rights to be allocated under the above Program may amount to up to six hundred
thousand (600,000), for its total duration (until 2025). Accordingly, the maximum number of shares to
be issued, if the Board of Directors grants the maximum number of Rights and the Beneficiaries exercise
all of them, may not exceed 600,000 shares.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
141
In order to exercise the rights that have matured, the Beneficiaries must, at the time of exercise, have
an employment contract and/or a paid mandate with the Company in force or be employed by virtue of
a decision of the Company's Management in a company belonging to the Group.
Finally, it was provided that in case of corporate events or actions or the occurrence of other corporate
events, the terms of the Program may be adjusted by the Board of Directors, so as not to affect the rights
of the Beneficiaries.
The rights granted in FY2020 are partially matured as follows:
- On November 1, 2020, 115,093 rights
- On November 1, 2021, 142,483 rights
- On November 1, 2022, 145,954 rights
- On November 1, 2023, 28,220 rights
Changes in the number of options during the financial year are as follows:
Number of
right
s
Opening balance
(01.01.202
1
)
340.382
Granted
-
Exercised
(110.355)
Expiration /
forfeiture of rights
-
Closing balance
(31.12.202
1
)
230.027
The mature and exercisable rights at 31.12.2021 amount to 55.853.
Fair value per option was calculated using the Black & Scholes valuation model. The important variables
involved in this model are the share price, the training price, the discount rate and the volatility of the
share price.
The variables on the basis of which the above were calculated are:
Exercise price
€ 1,70
Grant date
16.01.2020
Share price at concession date
€
3,97
Stock Volatility
35%
Risk Free Rate
0,46%
From the valuation of the rights granted, the period 01.01.2021-31.12.2021 was charged with the
amount of Euro 228.126.
26. GOVERNMENT GRANTS
The Group has recognized long-term liabilities as deferred income for the long-term portion of
government grants that is to be systematically and rationally recognized in income over the useful life
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
142
of the fixed assets. Depreciation is accounted for in the period's results using the straight-line method
according to the useful life of the corresponding subsidized assets.
The subsidies of the Group and the Company are analyzed as follows:
GROUP
COMPANY
Balance
01.01.20
20
2.447.394
253.149
Recognized Grant in
2020
-
-
Depreciation of Grants for the year
2020
(
1.270.195
)
(
104.633
)
Balance
31.12.2020
1.177.199
148.516
Recognized Grant in
20
2
1
-
-
Depreciation of Grants for the year
2021
(
1.049.982
)
(77.504)
Balance
31.12.20
2
1
127.217
71.012
Recognized Grant in
2021
135.000
-
Less: current portion of Grants classified under accrued
income.
(96.329)
(71.012)
Long
-
term amount of Governmental Grants
165.888
-
27. TRADE PAYABLES
Suppliers for the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Suppliers
2.028.46
1
1.458.863
1.414.491
1.011.414
Cheques payable
80.985
78.040
68.366
78.040
Total
2.109.44
6
1.536.903
1.482.857
1.089.454
28. OTHER PAYABLES
Other payables for the Group and the Company are analyzed as follows:
GROUP
COMPANY
31.12.2021
31.12.20
20
31.12.2021
31.12.20
20
Customer advances
474.318
347.214
436.624
325.840
Accrued expenses and interest payable
1.778.150
1.478.752
1.259.582
886.938
Accrued Income
1.945.871
2.420.906
621.426
594.233
Other liabilities
1.073.127
1.064.664
571.121
890.230
Total
5.271.466
5.311.536
2.888.75
3
2.697.241
Specifically, Accrued Expenses relate to the recognition of service costs for Company's projects, from
services rendered but which were not invoiced by suppliers until 31.12.2021, based on contracts with
suppliers, but whose recognized value calculated in accordance with the measurement of the
completion stage of the service in relation to its estimated total cost.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
143
29. TRANSACTIONS WITH RELATED PARTIES
The Company's transactions with its subsidiaries are analyzed as follows:
Sales
Purchases
Intercompany transactions
2021
2020
2021
2020
GLOBAL SOFT
S
.
A
.
125.912
132.032
108.750
251.469
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
2.003.033
810.486
-
-
PROFILE SOFTWARE (UK) Ltd
199.161
516.799
-
-
PROFILE
DIGITAL SERVICES S.A.
2.002.200
1.808.570
-
-
LOGIN S.A.
367.524
659.704
-
128.486
PROFILE TECHNOLOGIES
SINGLE MEMBER S.A.
16.818
-
104.400
-
CENTEVO AB
49.900
-
-
-
Total
4.764.548
3.927.591
213.150
379.955
The terms of the transactions with the parties involved provide that sales to and purchases from, related
parties are made at prevailing market prices at that time (arm’s length basis).
Sales to subsidiaries mainly concern expenses incurred by the Company on behalf of the subsidiaries,
mainly for the following:
• The support and planning of the commercial and technical implementation of projects in the
operational area of financial solutions,
• Designing and implementing other software programs that may be used by affiliates.
The balances of receivables and payables of the Company with the affiliated companies at the end of
the current fiscal year, as well as of the previous one, are analyzed as follows:
Receivables
Liabilities
Intercompany
balances
31.12.2021
31.12.2020
31.12.2021
31.12.2020
GLOBAL SOFT
S.A.
18.071
18.920
1.569
40.141
PROFILE SYSTEMS & SOFTWARE (CYPRUS)
LTD
601.455
168.639
-
COMPUTER INTERNATIONAL FRANCHISE
Ε.Π.Ε.
171.685
171.535
-
PROFILE SOFTWARE (UK) LTD
92.107
280.191
5.225
-
PROFILE
DIGITAL SERVICES S.A
.
157.104
20
-
LOGIN S.A.
-
-
7.272
PROFILE TECHNOLOGIES
SINGLE MEMBER
S.A.
25.541
89.456
CENTEVO AB
49.900
Total
1.115.863
639.305
96.250
47.413
The cost of remuneration for the members of the Board of Directors and the Managing Directors of the
Group and the Company for the year 2021 amounted to € 1.105.840 (2020: € 1.157.129).
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
144
30. LEASES (IFRS 16)
IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and
liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.
The Group and the Company adopted IFRS 16 using the following practical expedients on transition
permitted by the standard: (a) recognized a liability that would be measured at present value as a result
of the discounting of the rents remaining to be paid at the extra borrowing rate in force at the date of
initial application, and (b) recognized a right of use asset allocating this right to an amount which is equal
to the respective recognized liability. After initial recognition, the Group will a) measure the use of fixed
assets and depreciate them consistently throughout the lease; and b) measure the corresponding
liability, increasing and decreasing the open balance in a way that reflects interest and lease payments.
respectively.
Accounting treatment
In adopting IFRS 16, the Company applied a single accounting framework for all leases. The Group
recognized the right to use fixed assets and liabilities for these leases previously classified as operating
other than low value leases. The lease liability is recognized as the present value of the outstanding
payments, discounted at the cost of additional borrowing at the date of initial application. The Group
has implemented the facilitation practices as follows:
Used an average weighted discount rate at 01.01.2021 of 2,5% for the Group.
Evaluated, based on past experience, the duration of leases whose contract includes a term of extension
or termination.
The following are the Company's new accounting policies when adopting IFRS 16, effective from the
date of initial application:
Right of Use Assets
The Company recognizes the right of use in assets at the commencement of the lease (the date the asset
is available for pre-use). The rights to use fixed assets are measured at cost less accumulated
depreciation and impairment adjusted when measuring the corresponding lease liabilities.
The right of Use Asset is tested for impairment when there are indications for impairment.
Lease Liabilities
At the commencement of the lease, the Company recognizes lease liabilities equal to the present value
of the leases over the entire term of the lease.
To calculate the present value of payments, the Company uses the cost of additional borrowing at the
lease date, unless the effective interest rate is directly determined by the lease. Following the
commencement of the lease, the amount of the lease liabilities is increased by the interest expense and
is reduced by the lease payments made. In addition, the carrying amount of the lease liabilities is
measured if there is a contract amendment, any change in the term of the contract, the fixed leases or
the market valuation of the asset.
The effect of the application of IFRS 16 on January 1, 2021 (increase / (decrease)) is as follows:
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
145
GROUP
Right-of-use assets 01.01.2020 434.744
Add-ons for the period 267.215
Depreciations for the period (135.269)
Right-of-use assets 31.12.2020 566.690
Acquisition of Subsidiary 208.807
Add-ons for the period 19.329
Depreciations for the period (256.592)
Right-of-use assets 31.12.2021 538.234
Recognized Liabilities 01.01.2020 437.790
Add-ons for the period 267.215
Interests for the period
18.179
Payments for the period
(164.890)
Balance 31.12.2020 558.294
Acquisition of Subsidiary 208.807
Add-ons for the period 29.996
Interests for the period
17.637
Payments for the period
(229.672)
Balance 31.12.2021 585.062
Long
-
Term lease liabilities
501.499
Short
-
Term lease liabilities
83.563
Balance 31.12.2021 585.062
31. FAIR VALUE MEASUREMENT
Fair Value: The carrying amounts reflected in the accompanying statements of financial position for cash
and cash equivalents, trade and other accounts receivable, prepayments, trade and other accounts
payable and accrued and other current liabilities, approximate their respective fair values due to the
relatively short-term maturity of these financial instruments.
The fair value of the loans of 31.12.2021 for the Group and the Company approximate their carrying
amounts reflected in the statements of financial position, as they relate to simple bilateral loans from
bank institutions with floating interest rates within the market, are based on Euribor plus a spread and
are therefore variable according to market conditions. Also, the loans are in euros, and they are not
convertible, nor have any weights, commitments or special clauses.
Consequently, although these loans are classified in the category 1-5 years, there is no difference
between the fair value and the accounting obligations in relation to those liabilities.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
146
The Group categorized its financial instruments carried at fair value in the below categories, defined as
follows:
Level 1 - Observed / Listed (unadjusted) market prices in active markets for similar assets or
liabilities.
Level 2 - Valuation techniques for which inputs that are relevant to fair value measurement,
except for official stock prices included in Level 1, are directly or indirectly observable.
Level 3 - Valuation techniques for which inputs that are relevant to measuring fair value are not
observable.
For assets and liabilities recognized in the financial statements on a recurring basis, the Group
determines if there have been transfers between hierarchy levels, through the re-evaluation and
classification (based on the lower level data that are important for the measurement of fair value as a
whole) at the end of each reporting period.
At each reporting date, the Group analyzes the changes in value of liabilities subject to recalculation and
revaluation in accordance with its accounting policies. For this analysis, management verifies the major
inputs applied in the later assessment, confirming the data used in the valuation, through contracts and
other relevant documents.
During the year ended December 31, 2019, there were no transfers between Level 1 and Level 2 fair
value measurements, and no transfers into and out of Level 3 fair value measurements.
The table below provides the hierarchy of the fair values of the Group's assets and liabilities.
Assets and liabilities measured at fair
value
Note
Measurement
Date
Amount
( €)
Level
1
Level
2
Level
3
•
Short
-
term
investments
at fair
value through profit or loss
1
8
31.12.20
2
1
√
-
-
The valuation of Financial assets at fair value through profit or loss is based on their current market value
on their trading market.
32. AUDITORS’ REMUNERATION
The auditors' fees for the Group for the year 2021 were agreed as follows:
(a) Ordinary audit of the financial statements: EUR 30 000.
(b) Tax audit: EUR 19.000.
Apart from the above audit services, no other services are provided by the auditors.
33. CONTINGENT LIABILITIES
There are no litigation or arbitration disputes as well as decisions of judicial or arbitration bodies that
have or are likely to have a material impact on the financial position or operation of the Company and
the Group.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
147
The Group and the Company have contingent liabilities in respect of matters arising in the ordinary
course of business. No material charges are expected to arise from contingent liabilities. No substantial
additional payments are expected at the date of preparation of these annual financial statements.
The guarantees through letters of guarantee issued by bank institutions on 31.12.2021 concern the
following:
GROUP
COMPANY
Guarantees to ensure good execution of contracts with suppliers
28.700
28.700
Participation guarantees
214.542
214.542
Guarantees to ensure good execution of contracts with customers
562.934
562.934
Total
806.176
806.176
The tax unaudited fiscal years of the Group's companies are as follows:
NAME OF COMPANY UNAUDITED FISCAL
YEARS
PROFILE
S.A.
(**)
201
5
-
20
2
1
COMPUTER INTERNATIONAL FRANCHISE
LTD
2007
-
20
2
1
GLOBAL SOFT S.A.
(**)
201
5
-
2021
PROFILE SYSTEMS & SOFTWARE (CYPRUS) LTD
20
1
4
-
2021
PROFILE SYSTEMS (UK) LTD
(
*
)
2015
-
2021
PROFILE DIGITAL SERVICES
S.A. (
*)(**)
2015
-
2021
LOGIN S.A.
2011
-
20
2
1
PROFILE TECHNOLOGIES
SINGLE MEMBER S.A
. (***)
2020
-
202
1
* Profile Systems Companies (UK) Ltd and Profile Digital SA were established in the year 2015.
** For the years 2015-2020 an unreserved Tax Certificate has been issued by chartered accountants, in
accordance with Article 65Α par. 1 of the law 4174/2013. The subsidiary company Profile Digital SA
has not been taxed according to the above provisions for the year 2015 because it did not meet the
criteria of the Law.
*** The subsidiary Profile Technologies S.A. was established in 2020.
For the year 2021, the Group’s subsidiaries in Greece, have been reviewed through a tax audit from the
Chartered Accountants as per the provisions of article 65Α of the law 4174/2013. This tax audit is in
progress and the related tax certificate is expected to be issued following the issuance of the attached
Financial Statements for the year ended on 31
st
December 2021. If additional tax liabilities arise until the
completion of the tax audit, the Group’s management assumes that they will not have a significant effect
in the annual financial statements.
The subsidiaries which are based abroad, are not subject to mandatory statutory tax audit. Audits are
carried out exceptionally where appropriate by the tax authorities of each country on the basis of
specific criteria. Tax liabilities resulting from the submission of the annual tax return remain under the
control of the tax authorities for a certain period of time, in accordance with the tax laws of each country.
Annual Financial Statements from 1
st
of January until 31
st
of December 2021
(Amounts in EUR)
148
34. POST BALANCE SHEET EVENTS
There are no post-balance sheet events, either involving the Company or the Group, that are required
to be reported by the International Accounting Standards (IFRS).
Nea Smyrni, March 17, 2022
President of the Board Chief Executive Officer Chief Financial Officer Accounting Manager
Stasinopoulos Charalampos Angelides Evangelos Samonakis Nikolaos Santoukas Zafeirios
ID Σ 577589 ID 1157610 ID ΑΙ 051267 ID ΑΙ 109838
CHAPTER 6
AVAILABILITY OF FINANCIAL STATEMENTS
According to the provisions of Law 3556/2007 and Decision 8/754 / 14-04-2016. of the Board of Directors
Of the Hellenic Capital Market Commission, the Company announces that the Annual Financial Report
for the year 2019 is legally presented on the internet at www.profile.gr, the posting fulfills all the
requirements of article 7 of the above Decision of the Board of Directors of the Hellenic Capital Market
Commission, as applicable.