SPACE HELLAS S.A.
Annual Financial Report 2022
1
ANNUAL FINANCIAL REPORT
For the year 1st January 2022 – 31st December 2022
«SPACE HELLAS S.A. »
Company's Reg. No:375501000
Mesogion Av. 312 Ag. Paraskevi
The annual financial report of 2022 has been prepared in accordance with art. 4, Law 3556/2007, has been approved
by the Board of Directors on 29rthMarch 2023 and has been uploaded at the URL address http://www.space.gr
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Annual Financial Report 2022
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LIST OF CONTENTS ANNUAL REPORT 2022
1 STATEMENTS OF MEMBERS OF THE BOARD (In accordance with article 4 par.2 of Law 3556/2007) _______ 5
2 ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL PERIOD 1.1.2022 – 31.12.2022 ______ 6
2.1 OVERVIEW OF YEAR 2022 - FINANCIAL POSITION – PERFORMANCE _____________________________ 7
2.1.1 Key Financial Information ______________________________________________________ 8
2.1.2 Other information ___________________________________________________________ 18
2.2 SIGNIFICANT FACTS DURING THE YEAR 2022 and THEIR IMPACT ON THE FINANCIAL STATEMENT _______ 19
2.3 DISTINCTIONS OF THE COMPANY AND THE GROUP ________________________________________ 25
2.4 BUSINESS PROSPECTIVES FOR THE GROUP AND THE COMPANY ________________________________ 27
2.4.1 Introduction _______________________________________________________________ 27
2.4.1 Private Sector ______________________________________________________________ 28
2.4.2 Public Sector_______________________________________________________________ 28
2.4.3 International Presence _______________________________________________________ 30
2.4.4 Research and Development ___________________________________________________ 31
2.4.5 Perspectives _______________________________________________________________ 31
2.5 RISK MANAGEMENT AND HEADGING POLICY ____________________________________________ 32
2.6 IMPORTANT TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES ______________________ 38
2.7 ALTERNATIVE PERFORMANCE MEASURES ________________________________________________ 41
2.8 NON-FINANCIAL INFORMATION ______________________________________________________ 42
2.9 GOING CONCERN ________________________________________________________________ 55
2.10 CORPORATE GOVERNANCE STATEMENT ________________________________________________ 55
2.11 SIGNIFICANT POST-BALANCE SHEET EVENTS _____________________________________________ 153
2.12 EXPLANATORY REPORT OF THE BOARD OF DIRECTORS TOWARDS THE SHAREHOLDERS’ ORDiNARY GENERAL
MEETING OF “SPACE HELLAS S.A.”, pursuant to article 4, paragraphs 7 and 8, Law 3556/2007 _______ 153
3 INDEPENDENT AUDITOR’S REPORT ____________________________________________________ 160
4 ANNUAL FINANCIAL STATEMENTS FOR THE PERIOD FROM 1
st
JANUARY 2022 TO 31
st
DECEMBER 2022 ___ 170
4.1 TOTAL COMPREHENSIVE INCOME STATEMENT ___________________________________________ 170
4.1.1 Income Statement _________________________________________________________ 170
4.1.2 Other Comprehensive Income Statement ________________________________________ 171
4.2 FINANCIAL POSITION STATEMENT ____________________________________________________ 172
4.3 STATEMENT OF CHANGES IN EQUITY __________________________________________________ 173
4.3.1 Statement of Changes in Company’s Equity ______________________________________ 173
4.3.2 Statement of Changes in Group’s Equity: ________________________________________ 174
4.4 CASH FLOW STATEMENT ___________________________________________________________ 175
4.5 NOTES ON SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION _________ 176
4.5.1 Information on SPACE HELLAS S.A ______________________________________________ 176
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4.5.2 Summary of Significant Accounting Policies ______________________________________ 180
4.6 NOTES TO THE ANNUAL FINANCIAL STATEMENTS OF THE YEAR 2022 __________________________ 208
4.6.1 Operating Segments ________________________________________________________ 208
4.6.2 Other Operating Income ____________________________________________________ 210
4.6.3 Operating Expenses ________________________________________________________ 210
4.6.4 Other Operating Expenses ___________________________________________________ 211
4.6.5 Financial Results ___________________________________________________________ 211
4.6.6 Income Tax _______________________________________________________________ 212
4.6.7 Property, Plant And Equipment ________________________________________________ 214
4.6.8 Intangible Assets ___________________________________________________________ 215
4.6.9 Rights of Use ______________________________________________________________ 217
4.6.10 Investment Properties _______________________________________________________ 218
4.6.11 Goodwill _________________________________________________________________ 218
4.6.12 Liens and Pledges __________________________________________________________ 221
4.6.13 Subsidiaries, Associates and Joint Ventures _______________________________________ 221
4.6.14 Other Long-Term Receivables _________________________________________________ 225
4.6.15 Inventories _______________________________________________________________ 225
4.6.16 Trade Receivables _________________________________________________________ 226
4.6.17 Other Receivables _________________________________________________________ 229
4.6.18 Prepayments _____________________________________________________________ 229
4.6.19 Cash And Cash Equivalents __________________________________________________ 229
4.6.20 Share Capital _____________________________________________________________ 230
4.6.21 Reserves _________________________________________________________________ 231
4.6.22 Long-Term Loans ___________________________________________________________ 231
4.6.23 Other Long-Term Liabilities ____________________________________________________ 233
4.6.24 Fair Value Measurement _____________________________________________________ 233
4.6.25 Personell Employeed - Employee Benefits _______________________________________ 233
4.6.26 Deferred Income Tax _______________________________________________________ 235
4.6.27 Trade and other Payables ____________________________________________________ 236
4.6.28 Provisions ________________________________________________________________ 237
4.6.29 Disputed Claims ___________________________________________________________ 237
4.6.30 Undaudited Fiscal Years by the Tax Authorities ____________________________________ 237
4.6.31 Contigent events __________________________________________________________ 239
4.6.32 Cash Flow ________________________________________________________________ 241
4.6.33 Contingent Events – Transactions Between the Company and Related Parties (IAS 24) from 01-01-
2022 to 31-12-2022 ___________________________________________________________________ 241
4.7 ALTERNATIVE PERFORMANCE MEASURES _______________________________________________ 244
4.8 SIGNIFICANT POST-BALANCE SHEET EVENTS _____________________________________________ 247
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1 STATEMENTS OF MEMBERS OF THE BOARD (In accordance with article 4 par.2 of Law
3556/2007)
The Members of the Board of Directors
❑ Spyridon D. Manolopoulos, Chairman of the Board, executive member
❑ Mertzanis A. Ioannis, Chief Executive Officer, executive member
❑ Ioannis Doulaveris Chief Financial Officer, executive member.
acting by virtue of the aforementioned membership and especially designated, we
declare and certify that, to the best of our knowledge:
1. The annual financial statements of the Group and of company SPACE HELLAS SA for the
financial year from January 1, 2022 to December 31, 2022, which were prepared according
to International Financial Reporting Standards, present truly and fairly the assets and
liabilities, the equity and the financial results of the Company, as well as of the consolidated
companies as a whole of year 2022, according to par. 3 to 5 of article 4 of L. 3556/2007 and
2. The enclosed report of the Board of Directors reflects in a true manner the development,
performance and financial position of the Company and of the businesses included in
Group consolidation, taken as a whole, including the description of the principal risks and
uncertainties.
Agia Paraskevi, 29 March 2023
The Designated members of the Board of Directors
The Chairman of the Board Chief Executive Officer Member of the Board and
Chief Financial Officer
S. Manolopouos I. Mertzanis I. Doulaveris
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2 ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL PERIOD 1.1.2022 – 31.12.2022
To the Shareholders,
The present Report of the Board of Directors of SPACE HELLAS refers to the financial year from
January 1, 2022, to December 31, 2022, and is compliant with the provisions of the Greek
Companies’ Act, L. 4548/2018 (art. 150 to 154) as well as art. 4 § 7 L.3556/2007 and related
HCMC circulars.
This report is divided in subsections with the aim to present in a fair, summarized, yet substantial
manner all the information in accordance with the abovementioned legal framework in order
to provide substantial and well documented information regarding the activities of the
company and the Group for the related period.
The sections of the report aim to provide to the Shareholders, information regarding:
o The financial position of the Group and the Company, and additional related
information for the financial year 2022.
o The important issues that took place during the financial year 2022 and their impact on
the financial statements.
o The perspectives and strategic aims of the Group and the Company,
o The risk and uncertainties of the Group and the Company,
o The Group’s Corporate Governance practices,
o The transactions with related parties during 2022,
o The important issues that took place after the end of the financial year 2022.
The key information reference of this report is the consolidated financial data of the Company
and its affiliated companies, and with reference to the individual (non-consolidated) financial
data of the Company, only where it is deemed appropriate or necessary for a better
understanding of its content.
The present report is included in its entirety in the Annual Financial Report of year 2022, along
with the financial statements and the other of the necessary information, the relevant
declarations and the explanatory notes.
The amounts in this report are presented in Euro thousands, unless expressly stated otherwise.
SPACE HELLAS S.A.
Annual Financial Report 2022
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The Annual Report is available to in the URL address, http:/www.space.gr, together with the
financial statements and the auditor’s report.
2.1 OVERVIEW OF YEAR 2022 - FINANCIAL POSITION – PERFORMANCE
The global economy during the year ended was characterized by strong fluctuations. While the
deep recession that began in early 2020 began to gradually reverse, with key indicators of the
global economy having upward trends, the war in Ukraine and China's zero-corona virus policy
has caused further disruption to the supply chain, while food and energy prices soared creating
as inflation in domestic economies.
In the first half of 2022, the Greek economy registered a significant increase. Still, the rising
inflation, significantly affected growth in the second half of the year, and is estimated to affect
the following years as well. The European Commission, in its winter interim forecast (February
2023), raised the growth outlook to 0.8% in 2023 and 1.6% in 2024, while slightly reducing the
forecast for 2023 inflation to 6% . Based on the same forecasts, Greece is expected to grow by
1.2% in 2023 and 2.2% in 2024, while maintaining its inflation for 2023 at 4.5%, below the European
average.
Although energy price inflation has eased recently in the EU, food inflation, which started later
in 2022, given the delayed pass-through of high energy costs to food production, is expected
to prove more persistent. For the European Union and specifically for Greece, the control of
inflation is vital, as if it is tamed, it will gradually reduce the impact on the real income of citizens,
to the benefit of consumers.
In this hostile international environment, the Greek economy benefits from the contribution of
the Recovery and Resilience Fund (RRF), which is expected to exceed 30 billion euros (~15% of
the country's GDP) during the following years, with the " Green Transition' to be one of the main
pillars of this Mechanism. At a time when the cost of borrowing has risen significant, business
with solid growth prospects needs to have access to financing on competitive terms.
SPACE HELLAS is on a stable trajectory to maintain its current growth path since it can finance
its growth plans with a combination of funds from both its own earnings and other available
sources with highly favorable terms, such as the RRF and other European tools.
The ICT sector, in which the Space Group operates, is one of the most important sectors for the
Greek economy, due to the growing demand for automation and digitization in both the
private and public sectors, it will continue to grow in 2023. This is, among other things, the
conclusion of a recent report by the Bank of Greece, which includes the ICT sector among the
fastest growing, stating that construction and IT are expected to stand out positively, achieving
a double-digit annual growth rate - in real terms - as the implementation of digital projects of
SPACE HELLAS S.A.
Annual Financial Report 2022
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the RRF Information Society continue with increasing space and will upgrade critical sectors,
such as health, justice, education, research and innovation and small and medium enterprises.
According to estimates, almost 6-6.5 billion euros worth of digital transformation projects can
be auctioned in Greece by 2026, as the direction of the EU to achieve a "digital leap" is clear.
On the other hand, the war in Ukraine in February 2022 came to significantly burden the global
environment and exacerbated fears about the effects of the phenomenon of stagflation that
was already on the horizon. The energy crisis added to the problems of the supply chain, while
the continuous rise in interest rates, as well as the lack of specialized personnel, significantly
burdened the economic perspectives.
The effects of this crisis on separate sectors of the Space Group's business model, as well as the
ways of dealing with them, is discussed in the "Risk management and hedging policies" chapter.
The Group continued to move successfully along the lines of competitiveness, know-how and
efficiency. The group's effort to be competitive is a continuous process and essentially is based
on the know-how, skills and dedication of its people, as well as on the continuous investments
always aimed at efficiency and value creation.
In the Covid19 front, the Group continued throughout the year to apply strict prevention
measures, putting the safety of employees and its uninterrupted operation as an absolute
priority.
The Management implemented, and continues to implement, its business plan with a view to
exploiting the business opportunities created by the challenge of digital transformation in the
public and private sector and to cooperate with companies of a high level of expertise.
All these moves are part of a wider development plan implemented by Space Hellas with the
aim of strengthening its product mix, expanding its customer base and expanding into new
markets.
In the second half of the year, 2/3 of the annual turnover was recorded, with the last quarter
being the spearhead. The implementation of a significant part of the projects that have been
undertaken led to a significant increase in turnover and a consequent significant increase in
costs from suppliers, and these events significantly affected the increase in current assets and
liabilities. At the same time, the investments realized within the year simultaneously increased
fixed assets and long-term liabilities.
2.1.1 KEY FINANCIAL INFORMATION
The activities of the company were in accordance with the current legislation and its corporate
goals as defined by its articles of association.
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Here below detailed data of the financial statements, are presented and compared to those
of the previous period.
2.1.1.1 Year’s income
Amounts in € thousand
01.01-
31.12.2022
01.01-
31.12.2021
Change %
01.01-
31.12.2022
01.01-
31.12.2021
Change %
Revenue 128.586 103.323 24,45% 110.337 91.268 20,89%
Gross profit/loss 22.599 20.524 10,11% 19.856 17.480 13,59%
Gross profit margin 18% 20% 18% 19%
EBITDA 10.816 9.451 14,44% 8.895 7.019 26,73%
EBIT 7.294 6.451 13,07% 6.507 4.789 35,87%
Earnings before taxes 5.703 5.155 10,63% 4.470 2.724 64,10%
Earnings after taxes
5.020 4.620 8,66% 3.332 2.324 43,37%
Group
Company
The Group’s turnover amounted to € 128.586 thousand compared to € 103.323 thousand of
year 2021. The increase, of 24.45%, is to a great extent attributed to the continuous increase of
the Group's market share as a consequence of its significant participation in digital
transformation projects that are in the process of implementation, which is also evident in the
parent company’s figures.
The Group’s Gross profit amounted to € 22.599 thousand compared to € 20.524 thousand of the
previews year showing an increase of 11,11%.
The Group’s EBITDA amounted to € 10.816 thousand compared to € 9.451 thousand of the
previews period showing an increasing pattern by 14,44%. This improvement reflects the
achievements in increased operational efficiency of both the company and its investments.
The Group’s EBIT amounted to € 7.294 thousand compared to € 6.451 thousand of the previews
year showing an increase of 13.07%. The increase follows EBITDA’s trend.
The Group’s earnings before taxes amounted to € 5.703 thousand compared to € 5.155
thousand of the previews period, showing an increase of 10,63%.
The Group’s earnings after taxes amounted to € 5.020 thousand compared to € 4.620 thousand
of the previews period showing an increase of 8,66%.
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Statement of comprehensive income
The other comprehensive income after taxes for the current year, comprises the net amount of
-245 thousand from the revaluation of assets at their fair value which was determined by a study
performed by an independent certified appraiser, and the net amount of € -6 thousand from
actuarial results (IAS 19), the amount of 3 thousand, of currency differences from the
consolidation of subsidiaries and -103 thousand from consolidation adjustments.
The other comprehensive income after taxes of previews year, comprises the amount of € 70
thousand from the impact of the income tax rate change on the deferred taxes from
revaluation of buildings, the net amount of € -107 thousand from actuarial results (IAS 19), the
amount of € 17 thousand from the impact of the income tax rate change on the deferred taxes
of the actuarial results, the amount of € 318 thousand from the write off of minority interests
following the SINGULAR LOGIC acquisition and the amount of € -4 thousand, of currency
differences from the consolidation of foreign subsidiaries.
2.1.1.2 Assets
Amounts in € thousand
01.01-
31.12.2022
01.01-
31.12.2021
CHANGE %
01.01-
31.12.2022
01.01-
31.12.2021
CHANGE %
Total Assets
175.071 145.142
20,62%
152.774 122.542
24,67%
Total noncurrent receivables
57.976 51.546
12,47%
46.319 41.542
11,50%
Inventories
17.381 10.099
72,11%
16.820 9.670
73,94%
Trade receivables
55.366 48.182
14,91%
51.591 43.791
17,81%
Other receivables
44.348 35.315
25,58%
38.044 27.539
38,15%
Group
Company
The Group’s Total Assets amounts to € 175.071 thousand compared to € 145.142 thousand of
year 2021.
The Group’s noncurrent receivables’ net value amounts to € 57.976 thousand compared to €
51.546 thousand of year 2021 attributable mainly to investments in property plant and
equipment.
The Groups’ inventories of goods, raw and auxiliary materials and consumables amount to €
17.381 thousand compared to € 10.099 thousand of year 2021, as a result of the increasing
needs for product complexity of ongoing projects.
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The Group’s Trade receivables amount to € 55.366 thousand compared to € 48.182 thousand
of year 2021 showing an increase of 14,91% reflecting the steady upward turnover over the last
five years. This increase was intensified by the significant increase in turnover in the last quarter
of the year.
The Group’s other receivables amount to € 44.348 thousand compared to € 35.315 thousand of
year 2021.
2.1.1.3 Liabilites
Amounts in € thousand
01.01-
31.12.2022
01.01-
31.12.2021
Change %
01.01-
31.12.2022
01.01-
31.12.2021
Change %
Total Liabilities
175.071 145.142 20,62% 152.774 122.542 24,67%
Shareholders’ Equity
30.632 24.376 25,66% 23.315 18.673 24,86%
Long term loans
47.919 39.501 21,31% 46.260 37.240 24,22%
Long term leases
1.598 1.359 17,59% 1.174 830 41,45%
Other long term liabilities
4.566 3.727 22,51% 3.135 1.802 73,97%
Short term loans
22.683 17.686 28,25% 20.263 16.867 20,13%
Short term leases 1.253 935 34,01% 661 493 34,08%
Other short term liabilities
66.420 57.558 15,40% 57.966 46.637 24,29%
Group
Company
The Shareholders’ equity amounts to € 30.632 thousand compared to € 24.376 thousand.
The Group’s long-term loans amount to € 47.919 thousand compared to € 39.501 thousand
compared to year 2021. The loans comprise:
❑ The mortgage loan ending at 2024, of initial amount € 6.200 thousand, and after interest
and principal payments amounting to € 1.860 thousand.
❑ The mortgage loan ending in 2024, of initial amount € 2.700 thousand, and after interest and
principal payments amounting to € 385 thousand.
❑ The mortgage loan ending in 2024, of initial amount € 5.000 thousand, and after interest and
principal payments amounting to € 5.000 thousand.
❑ The mortgage loan ending in 2024, of initial amount € 8.000 thousand, and after interest and
principal payments amounting to € 7.784 thousand.
❑ The mortgage loan ending in 2025, of initial amount € 6.500 thousand, and after interest and
principal payments amounting to € 1.500 thousand.
❑ The mortgage loan ending at 2025, of initial amount € 2.000 thousand, and after interest
and principal payments amounting to € 1.000 thousand.
❑ The mortgage loan ending at 2025, of initial amount € 400 thousand, and after interest and
principal payments amounting to € 190 thousand.
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❑ The mortgage loan ending at 2025, of initial amount € 800 thousand, and after interest and
principal payments amounting to € 419 thousand.
❑ The mortgage loan ending at 2025, of initial amount € 2.000 thousand, and after interest
and principal payments amounting to € 1.000 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 500 thousand, and after interest and
principal payments amounting to € 345 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 500 thousand, and after interest and
principal payments amounting to € 333 thousand.
❑ The mortgage loan ending at 2027, of initial amount € 4.000 thousand, and after interest
and principal payments amounting to € 3.000 thousand.
❑ The mortgage loan ending at 2027, of initial amount € 7.000 thousand, and after interest
and principal payments amounting to € 7.000 thousand.
❑ The mortgage loan ending at 2027, of initial amount € 6.000 thousand, and after interest
and principal payments amounting to € 5.500 thousand.
❑ The mortgage loan ending at 2027, of initial amount € 5.000 thousand, and after interest
and principal payments amounting to € 4.444 thousand.
❑ The mortgage loan ending at 2028, of initial amount € 7.000 thousand, and after interest
and principal payments amounting to € 5.000 thousand.
❑ The mortgage loan ending at 2028, of initial amount € 2.000 thousand, and after interest
and principal payments amounting to € 1.500 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 700 thousand, in favor of Singular
Logic and after interest and principal payments amounting to € 438 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 800 thousand, in favor of Singular
Logic and after interest and principal payments amounting to € 533 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 1.000 thousand, and after interest
and principal payments amounting to € 688 thousand.
The fair value of the short and long-term borrowings approximates the book value. The rate
used in the company’s and the Group’s borrowings is floating and renegotiable within a six-
month period. The average interest rate applied is 5,17 %.
The Group’s other long-term liabilities amount to € 4.566 thousand compared to € 3.727
thousand of year 2021.
The Group’s short term loans amount to € 22.683 thousand compared to € 17.686 thousand of
year 2021.
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The Group’s other short term liabilities amount to € 66.420 thousand compared to € 57.558
thousand of year 2021.
2.1.1.4 Cash Flow
Amount ins € thousand
01.01-
31.12.2022
01.01-
31.12.2021
01.01-
31.12.2022
01.01-
31.12.2021
Total cash inflow/(outflow) from operating activities
678 -5.156 230 -6.660
Total cash inflow/(outflow) from investing activities
-7.396 -16.648 -3.030 -16.697
Total cash inflow/(outflow) from financing activities
12.638 11.563 10.716 12.319
Group
Company
Cash flow from operating activities is positive amounting to € 678 thousand, compared to the
negative cash flow of previews year.
Cash flow from investing activities is negative amounting to € -7.396 thousand attributable to
the execution of the investment plans of the Group.
The cash flow from financing activities is positive amounting to € 12.638 thousand. This result
provides a confirmation of the Group’s ease of access to financial institutions for the financing
both investments and working capital as well.
2.1.1.5 Performance ratios
The Group measures its performance using widely accepted ratios:
31.12.2022 31.12.2021 31.12.2022 31.12.2021
A. LIQUIDITY RATIOS
Α1.
CURRENT RATIO 129,59% 122,87% 134,94% 126,57%
Α2. QUI CK RATIO 110,36% 109,61% 113,62% 111,46%
Α3. ACID TEST RATIO 32,30% 30,54% 34,64% 30,33%
Α4.
WORKING CAPI TAL TO CURRENT ASSETS 0,23 0,19 0,26 0,21
Group
Company
B. CAPITAL STRUCTURE RATIOS
Β1. DEPT TO EQUI TY 471,53% 495,43% 555,29% 556,26%
Β2. CURRENT LIABILITIES TO NET WORTH 294,97% 312,51% 338,38% 342,73%
Β3. FIXED ASSETS TO NET WORTH 178,77% 159,65% 188,43% 181,30%
Β4. OWNER'S EQUITY TO TOTAL LIABILITIES 21,21% 20,18% 18,01% 17,98%
Β.5
CURRENT ASSETS TO TOTAL ASSETS RATIO
66,88% 64,49% 69,68% 66,10%
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C. ACTIVITY RATIOS
C1. INVENTORIES TURNOVER RATIO 7,71 times 9,37 times 6,83 times 8,56 times
C2. FIXED ASSETS TURNOVER RATIO 2,35 times 2,65 times 2,51 times 2,70 times
C3. DAYS OF SALES OUTSTANDING (D.S.O) 132,25 days 116,32 days 139,55 days 122,30 days
C4. ASSET TURNOVER RATIO 0,73 times 0,71 times 0,72 times 0,74 times
C5. OWNER'S EQUITY TURNOVER RATIO 4,20 times 4,24 times 4,73 times 4,89 times
D. PROFITABILITY RATIOS
D1.
ROE 18,25% 21,51%
15,87% 12,84%
D2.
ROA 3,14% 3,77% 2,42% 2,10%
D3. GROSS PROFIT MARGIN
17,58% 19,86% 18,00% 19,15%
D4. NET PROFIT MARGIN
4,44% 4,99% 4,05% 2,98%
D5. RETURN OF INVESTMENT
30,12% 33,45% 29,42% 26,53%
D6. EFFICIENCY OF TOTAL ASSETS
18,62% 21,15% 19,18% 14,59%
D7. RETURN ON TOTAL CAPITAL EMPLOYED
6,10% 6,13% 5,87% 4,99%
D8. FINANCIAL LEVERAGE RATIO
0,60 times 0,64 times 0,50 times 0,45 times
Ε. OPERATING EXPENSES RATIOS
Ε1. OPERATING RATIO 98,97% 93,97% 96,06% 94,17%
Ε2. INTEREST RATIO 2,15 times 2,38 times 1,99 times 1,80 times
Ε3. OPERATING EXPENSES TO NET SALES 16,55% 13,83% 1405,00% 13,32%
Ε4. LOANS TO TOTAL ASSETS 40,33% 39,40% 43,54% 44,15%
2.1.1.6 Share Capital
The company’s shares are ordinary registerd shares and have been listed in ASE since 29.09.2000
There are no changes during the period.
Number of shares and nominal value
31.12.2022 31.12.2021
Paid up capital
6.973.052,40 6.973.052,40
Number of ordinary shares
6.456.530 6.456.530
Nominal value each share
1,08 € 1,08 €
The earnings per share have been calculated taking into account the weighted average
number of ordinary shares in issue which, for the year was 6.456.530.
The earnings per share for the previews period have been calculated taking into account the
weighted average number of ordinary shares in issue which, was 6.408.587.
2.1.1.7 Own Shares
The company does not possess any own shares as of 31-12-2022.
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Implementing the decision of the Ordinary General Meeting of shareholders dated 22/6/2022
and the decision of its Board of Directors dated 30/6/2022, SPACE HELLAS proceeded on
7/7/2022 to dispose of a total of 103,308 own shares to the two beneficiaries of these, namely to
the CEO of the company, Mr. Ioannis Mertzanis, and to the Financial Director of the company,
Mr. Ioannis Doulaveris. The transferred shares represent 1.6000545% of the company's paid-up
share capital and, following this disposal, the company no longer holds any treasury shares.
On 12-29-2022, the decision of the Extraordinary General Meeting of the company's
shareholders dated 12-20-2022 was registered in the General Commercial Register (G.E.MH) with
Registration Code No. 3386053, according to which the conditions for the acquisition of own
shares of the Company were approved, in accordance with article 49 of Law 4548/2018, as is,
and providedall relevant authorizations.
In particular, the General Assembly approved in its entirety the proposal of the board of directors
of the company and the purchase of own shares in accordance with article 49 of Law
4548/2018 with the following general characteristics: duration of approval twenty-four (24)
months, acquisition up to 5% of the total share capital, method of acquisition through stock
market transactions and price limits of €3 (nominal value) up to €13 per share, so that the
company, once it acquires these shares, can use them for future cooperation strategies and/or
for the establishment of an incentive program for its executives and other staff and/or the
reduction of its share capital and/or for other legal purposes, in each case in accordance with
the relevant decision of the board of directors by virtue of a special authorization to this end.
Purchases of own shares will be carried out to the extent deemed advantageous and the
available liquidity of the company will allow it. Furthermore, the general meeting of the
company's shareholders decided to grant authorization to the company's board of directors for
the implementation of the decision of the general meeting and the regulation of any other
more specific matter, which is not defined in said decision, respecting in any case the provisions
of relevant legislation.
2.1.1.8 Dividend policy
According to the current legislation, the company is legally obliged to form the legal reserve
and to distribute to its shareholders, at least the 35% of the earnings that are distributable
according to IFRS, after the calculation of taxes and legal reserve.
The dividends are proposed by the management of the company at the end of each fiscal
year subject to the approval of the Annual Ordinary General Meeting of shareholders.
SPACE HELLAS S.A.
Annual Financial Report 2022
16
The Board of Directors of the company will propose to the General Assembly the statutory
withholding for the creation of a regular reserve and the distribution of the mandatory dividend
which amounts to 35% of the profits that can be distributed after the deduction of tax and the
regular reserve.
The Ordinary General Meeting of Shareholders of 22-06-2022 decided the distribution of a gross
dividend of € 774.783,60, i.e.€ 0.12 per share to shareholders, with Date of Identification of
Beneficiaries: Friday 15 July 2022, Cut-off Date: Thursday 14 July 2022 , Dividend payment start
date: Thursday 21 July 2022 and Paying bank Alpha Bank.
It should be noted that according to law 4646/2019, the profits distributed by legal entities, from
the year 2019 onwards, are subject to withholding tax at a rate of 5%.
2.1.1.9 Participating interests and investments
On 22/12/2022, 60% of the share capital of "Singular Logic Romania Computer Application SRL"
was transferred, which, from a wholly owned subsidiary, became anassociate, with a
remaining percentage of 40%. Until the transfer date, the above company is included using
the full consolidation method.
On November 18, 2022, it was decided to dissolve and liquidate the subsidiary company
SPACE HELLAS SYSTEM INTEGRATOR SLR.
2.1.1.10 Commitments -Guarantees
The contingent liabilities for letters of guarantee granted both for the Company and the Group
are the following:
ποσά εκφρασμένα σε χιλ. € 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Guarantee letters to secure good performance of
contract terms
11.997 11.162 11.121 10.098
Total contingent liabilities
11.997 11.162 11.121 10.098
Group
Company
➢ The company has guaranteed for the subsidiary of SPACE HELLAS (CYPRUS) LTD an amount
of a total amount of 13 thousand €, for the issuance of letters of guarantee, which, on
November 2022, was returned back.
SPACE HELLAS S.A.
Annual Financial Report 2022
17
➢ The company had guaranteed, for its subsidiary SINGULARLOGIC SA, for a total amount of
€19,155 thousand, out of the approved guaranteed financing limits, the amount used
amounts to €5,528 thousand.
2.1.1.11 Excess clause provisions and Disputed claims
There are no cases that might have significant impact on the financial position both of the
Group and the Company.
2.1.1.12 Other contigent liabilities
For the unaudited tax years of the Group companies as mentioned in note 4.6.30, there is the
possibility of imposing additional taxes and surcharges at the time of their examination and
finalization by the competent tax authorities. The company has formed a cumulative provision
of € 61 thousand in order to cover the possibility of imposing additional taxes in the event of an
audit by the tax authorities. For the other Group companies, no provision has been made for
unaudited tax years as it is estimated that the charge for the imposition of additional taxes will
be insignificant.
It should be noted that, for the companies that are under the Greek tax jurisdiction, the tax
years 2015 and previous, are considered permanently finalized.
For the years 2011 to 2015 the parent has been audited by the Certified Public Accountants as
provided by para. 5, art. 82, Ν2238 / 1994, as well as the article 65A of Ν4174 / 2013 to obtain
the tax certificate from the statutory auditors.
From the year 2016 onwards, the tax certificate is optional. Upon completion of the tax audit,
the statutory auditor or audit firm issues to the company a "Tax Compliance Report" to be
submitted it electronically to the Ministry of Finance, according to Circular (POL) 1124/2015, as
amended by Circular (POL) 1108/2017 no later than the tenth day of the tenth month from the
date of termination of the fiscal year.
For the Company, for the years 2011 to 2021, this audit has been completed with the issuance
of the relevant Tax Compliance Reports without qualification.
There is ongoing tax audit of the company for the year 2022 by statutory auditors, from which
no significant additional charges are expected to arise.
SPACE HELLAS S.A.
Annual Financial Report 2022
18
For the year 2016, the Company on February 9, 2022, received a notification from the Greek
Tax Authorities for conducting a partial audit.
Upon completion of the partial on-site tax audit, the books kept by the company were deemed
sufficient and accurate and no irregularities or omissions affecting their validity were found. Also,
the above audit did not result in a tax liability, but at a reduction of the tax loss carried forward.
The company carried out a correction of the tax return for the tax loss carried forward in the
following years, from the audited fiscal year of 2016, and additional income taxes plus
surcharges arose, amounting to €220 thousand. This amount, reduced by the formed provision
of €61 thousand, and was included in the results of the current year.
Except the above mentioned there are no other contingent liabilities.
2.1.2 OTHER INFORMATION
2.1.2.1 Personnel figures
Group Management is based on a team of experienced and competent executives who are
fully aware of their subject matter and market conditions, contributing to the smooth operation
and further development of the Group.
A table showing the average number of employees of the company and the Group employed
during the current and previous years, as well as the salary, wages and salaries and insurance
charges, is broken down into categories as follows:
Amounts in € thousand
Persons
(average)
Total salary
Social security
charges
2022 2021 2022 2021 2022 2021
783 690 21.477 21.309 5.199 3.627
Group
Amounts in € thousand
Persons
(average)
Total salary
Social security
charges
2022 2021 2022 2021 2022 2021
531 456 15.211 12.721 3.261 2.733
Company
SPACE HELLAS S.A.
Annual Financial Report 2022
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2.1.2.2 Branches
The operating branches (except the company’s headquarters on Mesogion Ave 312) as at
31.12.2022 are the following:
No Establishment Address
1. Cholargos 302 Ave. Mesogion Cholargos
2. Cholargos 6 Loch. Dedousi Str, Cholargos
3. Thessaloniki G.-I. Kar. & P. Kyrillou, Thessaloniki
4. Athens Em. Mpenaki 59, Athens
5. Patra Gkotsi 26-28, Patra
6. Crete G. Gennimata 62, Crete
7. Ioannina D. Hatzi 45, Ioannina
8. Larissa 14 str Canada & N. Plasitra, Farsala
9. Cyprus Griva Digeni 81-83 Nicosia
10 Agia Paraskevi Kondylaki 3, Agia Paraskevi
11. Agia Paraskevi 318 Ave. Mesogion Cholargos and Kondylaki Str.
12. Thessaloniki 9th km. Thessaliniki - Pylaia Thermi National Road
The company periodically monitors and evaluates the effectiveness of its geographic
expansion through its branches.
2.2 SIGNIFICANT FACTS DURING THE YEAR 2022 AND THEIR IMPACT ON THE FINANCIAL
STATEMENT
Significant facts that took place during the period from 1st January to 31th December 2022 are
the following:
➢ In February 2022, Space Hellas was certified according to ISO 27701:2019 for the Privacy
Information Management System, ensuring that in all its activities all the necessary
organizational and technical measures are taken to protect the personal data processed
in the company.
➢ In February 2022 SenseOne Technologies was ISO 27001:2013 certified ensuring that all
necessary controls on confidentiality, integrity and availability of information are in place
to protect data and the resources involved during product design, development and
support and Cloud and IoT services, at the company's offices in Kifissia.
➢ From February 2022, Space Hellas participates as a full member of the 6G Infrastructure
Association (6G IA), which is the voice of the European industry for research and
innovation in next-generation networks and services. The primary objective of the 6G IA is
to contribute to Europe's leadership in 5G, beyond 5G and 6G. Space Hellas is the only
industry in SE Europe that is a member of the 6G IA "6G Infrastructure Association" and
SPACE HELLAS S.A.
Annual Financial Report 2022
20
already participates in "closed" calls within the framework of the 6G Smart Networks and
Services (SNS) Joint Undertaking (participation in 6 proposals). SNS/6G networks will form
the basis that will enable the development of a huge range of innovative applications.
These applications are related to "smart" cities, health, production automation, "smart"
electric grids, autonomous vehicles, etc. 6G is expected to focus on the convergence of
the digital and real worlds, through artificial intelligence, of distributed computing
resources and the two-way flow of information.
➢ 36th Ordinary General Meeting of shareholders of 22-06-2022: The decisions on the issues of
the agenda were discussed and decided as follows:
❑ Item 1: Submission and Approval of the Annual Financial Report (Group and
Company), in accordance with International Financial Reporting Standards, for the
fiscal year 01/01/2021 - 31/12/2021 which includes the Annual Financial Statements
after the relevant Reports and Statements of the Board of Directors and the statutory
auditor.
❑ Item 2: Approval of the distribution of results of the corporate year 01/01/2021 -
31/12/2021, including distribution of dividends for the said year and Provision of
authorizations to the board of directors of the company.
❑ Issue 3: Approval of management’s total performance that took place during the
year 1/1/2021 - 31/12/2021 according to article 108 Law 4548/2018.
❑ Issue 4: Election of an auditing firm for the statutory audit and review of the annual
and interim financial statements (corporate and consolidated) for the corporate
year 2022, in accordance with international financial reporting standards and
determination of their remuneration.
❑ Issue 5: Submission for discussion and voting of the salary report for the year 2021
(01/01/2021 - 31/12/2021).
❑ Item 6: Approval of paid remuneration and compensations of the members of the
board of directors for the corporate year 2020 (1/1/2021 to 31/12/2021) and pre-
approval of remuneration and compensations for the year 2021(1/1/2022 to
31/12/2022).
❑ Item 7th: Approval of the payment of extraordinary remuneration to members of the
company's board of directors in the form of the grant of free own shares (articles
109, par. 1 and 114 of Law 4548/2018). Provision of authorizations to the board of
directors of the company.
❑ Item 8th: Determination of the type, composition (number of members and
attributes) and term of office of the company's audit committee in accordance with
articles 44 of Law 4449/2017 and 74 par. 4b of Law 4706/2020.
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Annual Financial Report 2022
21
❑ Item 9th: Submission of the audit committee's annual report to shareholders for the
corporate year 2021 (1/1/2021 to 31/12/2021).
❑ Item 10th: Submission of the report of the independent non-executive members of
the board of directors for the corporate year 2021 (1/1/2021 to 31/12/2021) in
accordance with article 9 par. 5 of Law 4706/2020.
❑ Item 11th:Granting permission to the members of the board of directors and the
directors of the company according to article 98 par. 1 of law 4548/2018.
❑ Item 12th: Various announcements.
➢ On 22.06.2021 the General Assembly decided the distribution of part of the special reserve,
for € 774.783,60, that is € 0,12 per share, setting the Beneficiary Identification Date, Friday 15
July 2022, and Dividend Date, Thursday, July 14, 2022, Distribution Date: Thursday, July 21,
2022, and Alpha Bank as the paying bank.
➢ In May 2022 SPACE HELLAS announced that it signed the "Diversity Charter" staying true to
its values of a fair, healthy, and inclusive working environment, offering its employees equal
development opportunities and unlimited potential.
➢ On 7/7/2022, implementing the decision of the Ordinary General Meeting of shareholders
dated 22/6/2022 and the decision of its Board of Directors dated 30/6/2022, SPACE HELLAS
made available a total of 103,308 own shares to two beneficiaries thereof, namely to the
CEO of the company, Mr. Ioannis Mertzanis, and to the Financial Director of the company,
Mr. Ioannis Doulaveris. The transferred shares represented 1.6000545% of the company's
paid-up share capital and, following this disposal, the company no longer owns its shares.
➢ On October 14, SPACE HELLAS A.E. announced that:
A) The board of directors of the company, at its meeting on 10-10-2022, unanimously
decided the following: - Appointed Mr. Irinaios Theodorou tou Georgiou as a new
independent non-executive member of the board of directors of the company to
replace the resigned independent non-executive member Mr. Theodoros Gakis of
Themistokleous, in accordance with article 9 par. 4 of Law 4706/2020, for a period of
time until the next general meeting of the company's shareholders which will decide
on the designation of the status of independent non-executive member to the above
member or to another existing member or to a new member to be elected. Mr. Irinaios
Theodorou meets the individual and collective suitability requirements in accordance
with the company's suitability policy and Law 4706/2020 and the independence
criteria in accordance with Article 9 par. 1 and 2 of Law 4706/2020, while for his
selection was taken into account and fully adopted the 07-10-2022 proposal of the
SPACE HELLAS S.A.
Annual Financial Report 2022
22
remuneration and nominations committee of the company (07-10-2022 committee
minutes). The CV of Mr. Irinaios Theodorou is posted on the company's website
www.space.gr, while his election will be announced by the board of directors at the
next general meeting of the company's shareholders, which will be convened. -
Following the above appointment of Mr. Irenaios Theodoros, the board of directors
was reconstituted in a body as follows:
1. Spyridon Dimitriou Manolopoulos, Chairman of the Board of Directors, executive
member of the Board of Directors.
2. Theodoros Nikolaou Hatjistamatiou, Vice-President, non-executive member of the
Board of Directors.
3. Panagiotis Christou Bellos, Vice President, executive member of the Board of
Directors.
4. Ioannis Anastasiou Mertzanis, CEO, executive member of the Board of Directors.
5. Ioannis Alexandrou Doulaveris, executive member of the Board of Directors.
6. Anastasia Konstantinou Paparizou, executive member of the Board of Directors.
7. Anna Spyridona Kalliani, independent non-executive member of the Board of
Directors.
8. Emmanuel Ioannou Hatiras, independent non-executive member of the Board of
Directors.
9. Irenaios Georgiou Theodorou, independent non-executive member of the Board of
Directors.
The term of office of the members of the board of directors remains as it is, i.e. six years,
which is exceptionally extended until the end of the deadline, within which the next
regular general meeting must be convened and until the relevant decision is taken,
i.e. at the latest until on September 10, 2026, subject to any repeat or adjourned
meeting. It is noted that the assignment of the status of independent non-executive
member by the board of directors to Mr. Theodorou is temporary until the next general
meeting of shareholders, when the designation of this new member will be announced
and the general meeting will decide whether to assign the status of the independent
non-executive member to the above member or to another existing member or to a
new member to be elected. The board of directors, after its reorganization into a body,
assigned the powers and rights of representation and commitment of the company.
B) The board of directors of the company, at its meeting on 11-10-2022, unanimously
decided the following: - The appointment of Mr. Irinaios Georgiou Theodorou after
taking into account the proposal of the remuneration and nominations committee from
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Annual Financial Report 2022
23
07-10-2022 of the company (07-10-2022 minutes of the committee), as a new
(independent) member of the audit committee in replacement and for the remainder
of the term of office of the resigned Mr. Theodoros Themistokleous Gakis, subject to the
attribution of this status to Mr. Theodorou from the next general meeting of the
company's shareholders. - The appointment of Mr. Irinaios Georgiou Theodorou as a
new member of the company's remuneration and nominations committee to replace
the resigned Mr. Theodoros Themistokleous Gakis and for the remainder of the
committee's term, which is identical to that of the board of directors company.
C) Following the above designation of Mr. Irinaios Georgiou Theodorou as a new
independent member of the audit committee, the audit committee at its meeting on
11-10-2022 in accordance with its operating regulations and articles 10 par. 3 of the law.
4706/2020 and 44 of Law 4449/2017, was reorganized into a corpus as follows:
• Irenaios Georgiou Theodorou, President, independent non-executive member
of the company's board of directors.
• Emmanuel Ioannis Hatiras, Member, independent non-executive member of
the company's board of directors.
• Theodoros Nikolaou Hadjistamatiou, Member, non-executive Vice-Chairman
of the company's board of directors.
D) Following the above designation of Mr. Irinaios Georgiou Theodoros, as a new
member of the remuneration and nominations committee, the remuneration and
nominations committee at its meeting on 11-102022 in accordance with its operating
regulations and article 10 par. 3 of n 4706/2020, was reorganized into body as follows:
• Emmanuel Ioannis Hatiras, President, independent non-executive member of
the company's board of directors.
• Theodoros Nikolaos Hadjistamatiou, Member, non-executive vice-president of
the company's board of directors.
• Ireneos Georgiou Theodorou, Member, independent non-executive member
of the company's board of directors.
➢ On December 16, the company announced the completion of the partial on-site tax audit
for the fiscal year 2016 regarding the company's tax obligations specified in the relevant tax
audit. The books kept were deemed sufficient and accurate and no irregularities or
omissions affecting their validity were found. the above audit did not result in a tax liability,
but at a reduction of the tax loss carried forward. The company carried out a correction of
the tax return for the tax loss carried forward in the following years, from the audited fiscal
year of 2016, and additional income taxes plus surcharges arose, amounting to €220
thousand. This amount, reduced by the formed provision of €61 thousand, and was included
in the results of the current year.
SPACE HELLAS S.A.
Annual Financial Report 2022
24
➢ On December 20, an Extraordinary General Meeting of the Company's Shareholders took
place with the sole item on the agenda being the Grant of approval for the company's
acquisition of own shares in accordance with Article 49 of Law 4548/2018. In the only item
on the agenda, representatives and voting shareholders unanimously approved the
acquisition of own shares by the Company in accordance with article 49 of Law 4548/2018
based on the following basic terms and conditions:
o The duration for which the present approval for the acquisition of own shares by the
Company is granted by the Extraordinary General Assembly is set at twenty-four (24)
months.
o The total of own shares that will be acquired by the Company will represent a
percentage that will not exceed 5% of its total share capital.
o The acquisition of own shares will take place through stock market transactions.
o The minimum and maximum purchase price limits of the Company's own shares are
set at €3 (nominal value) up to €13 per share respectively.
Purchases of own shares will be carried out to the extent deemed advantageous and
the available liquidity of the company will allow it. Also, the Extraordinary General
Meeting of Shareholders authorized the Board of Directors to implement the decision of
the General Meeting and to regulate any other more specific issue, which is not defined
in this decision, observing in any case the provisions of the relevant legislation, including
Regulation (EU) 2016/1052, as well as the special authorization for the possibility of
disposal of own shares, if acquired, in accordance with the proposals.
Given the energy crisis and inflationary pressures as well as rising interest rates, it is difficult to
predict the range of possible outcomes for the global economy at this point.
The future impact will be assessed in light of the going concern basis of accounting used in the
preparation of these Financial Statements. With regard to the Group's activities, the
Management closely monitors developments by implementing emergency plans where
necessary to limit possible adverse effects.
After the clarifications in the relevant paragraphs above, regarding the spread of the
coronavirus, the energy crisis and the inflationary pressures that constitute a non-adjusting
event, there are no other events subsequent to the financial statements that concern either
the Group or the company and which are required to be reported by the International
Financial Reporting Standards.
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Annual Financial Report 2022
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2.3 DISTINCTIONS OF THE COMPANY AND THE GROUP
➢ Space Hellas received the important distinction
"RITTAL PARTNER AWARD 2021" in the "Top
Performer and Growth" category from Rittal,
during an online event held by the Rittal
company, for its partners. Space Hellas was
distinguished as "Top Performer and Growth" for
its performance in 2021 in the implementation of
infrastructure equipment supply and installation
projects, in Data Centers. Space Hellas is among
the "Certified IT Partners" of Rittal.
➢ Space Hellas received multiple
honors from Cisco in the 2021 annual
awards announced by the company for
its partners. With the awards,
"Collaboration Partner of the Year",
"Software Partner of the Year", "Enterprise
Partner of the Year" and "Customer
Experience Partner of the Year", Space Hellas stood out for its performance in Greece,
while it was distinguished and with the "Collaboration Partner of the Year" award in the
South Region, i.e. in the countries of Greece, Cyprus, Malta, Italy, Israel, Portugal and
Spain. Space Hellas, Cisco Gold Certified Partner, with multiple distinctions and with
numerous certifications at a high level of expertise, is the most experienced and trusted
partner for organizations that wish to invest in innovative technologies for their digital
transformation.
➢ From February 2022, Space Hellas
participates as a full member of the 6G
Infrastructure Association (6G IA), which is
the voice of the European industry for
research and innovation in next-
generation networks and services. The
primary objective of the 6G IA is to contribute to Europe's leadership in 5G, beyond 5G
and 6G. Space Hellas is one of the 40 Industrial Partners of the "6G Infrastructure
Association" and already participates in "closed" calls within the framework of the 6G Smart
Networks and Services (SNS) Joint Undertaking (participation in 6 proposals).
SPACE HELLAS S.A.
Annual Financial Report 2022
26
➢ Space Hellas recently received from
Cisco the important certification of
"Customer Experience Specialization". The
company has proven that it meets all the
high requirements of the role to receive
Cisco's "Customer Experience"
certification, which differentiates it among Cisco partners and creates a particularly
significant competitive advantage for its customers, providing consulting services for
optimal utilization of Cisco solutions in their infrastructures. Space Hellas was evaluated
based on its ability to provide advanced value-added Cisco solutions through its in-depth
sales capabilities, technological skills and service offerings in Greece, Cyprus and Malta.
➢ With the distinction "Partner of the Year" for the
fourth time, as well as "Excellence in Customer
Experience", Space Hellas was awarded at the
annual event "Dell Technologies Partner Awards
2022", organized by the company to honor and
recognize the efforts of its partners in Greece, Cyprus and Malta. The "Excellence in
Customer Experience" recognition rewards Space Hellas for the unique end-to-end service
experience it provides to Dell Technologies products
and solutions, applying high expertise and inspiring
its customers with trust and loyalty.
➢ Space Hellas was awarded as "Greek
Business Champion" in the awards of the Greek
business institution, "Leaders of the Greek
Economy 2022". The institution rewards
companies that lead the way in their industry by
paving the way and actually supporting the Greek economy, among them, Space Hellas
was distinguished for its financial performance in the last two years as a leading company
in the field of technology. The event is a continuation of the annual business edition "The
Strongest of the Greek Economy" and the prizes awarded are derived from the official
figures of published balance sheets and the general picture and assessment of the market
for the progress of businesses in our country.
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Annual Financial Report 2022
27
➢ SPACE HELLAS was distinguished at the 2022
WITSA as Merit Winner in the category
"Public/Private Partnership Award (Public
Sector)" for the project "Development of an
integrated system for collecting and
processing Passenger Name Records (PNR)
data for the establishment of the Hellenic
Passenger Information Unit (HPIU), in the Hellenic Police Intelligence Directorate (HPiD)", in
the framework of the World IT Conference "WCIT 2022", in Penang, Malaysia on
Wednesday 14 September 2022.
➢ Space Hellas received three awards from
Cisco at the Global Cisco Partner Summit held
November 1-3, in Las Vegas. The "Cisco Partner
of the Year" Greece, "Software Partner of the
Year" & "Customer Experience Partner of the
Year" EMEA South Theater awards were
awarded to Space Hellas for the impressive
results it achieved last year. Cisco during the
Partner Summit honored its top partners with its awards for the exemplary cooperation
they demonstrate and the excellent results they achieve, in specific technology markets.
Space Hellas is a Cisco Gold Partner with multiple distinctions and certifications in Cisco
solutions and services. The company constantly invests in its high level of know-how in order
to be ahead of the rapid developments in technology and to be able to offer strong
solutions to the ever-growing needs of its customers
2.4 BUSINESS PROSPECTIVES FOR THE GROUP AND THE COMPANY
2.4.1 INTRODUCTION
2022 was a positive year for the Greek economy with a growth rate of 5.9% and historic
performance in foreign direct investment, but with significant challenges for the future. The
business community, despite the obstacles created by international uncertainty, energy costs,
inflationary pressures, but also the difficulty of finding competent human resources, still sees
positive investments in the field of ICT (Information Communications Technologies) and the
green transition, making use of them very important resources of the Recovery and Resilience
Fund (RRF) but also of the new NSRF 2021-2027. Also, the digitization of the state creates a strong
pillar of support for the sector and the companies operating in it.
Space Hellas, with the synergies of the group's companies, has created a very important
development potential and strong know-how in rapidly developing sectors and is able to play
SPACE HELLAS S.A.
Annual Financial Report 2022
28
a leading role despite the adverse conditions in the digital transition of businesses, as well as of
the Public sector.
2.4.1 PRIVATE SECTOR
In the private sector, projects and service contracts progressed without significant delays. Major
private sector clients include major banking organizations, telecommunications providers, retail
chains, industries and energy providers. To clients such as OTE, WIND, OPAP, Piraeus Bank,
Ethniki, Alpha, DEDIE, ADMIE, PPC, ELPE, ELTA, AIA, FRAPORT etc. SPACE HELLAS executes
projects and maintains support and service contracts leveraging its expertise in technologies
such as network solutions, IT, Cyber Security, cloud applications, data centers, infrastructure and
physical security solutions.
Also, a number of projects are in the evaluation process or expected to be submitted within the
year to organizations such as: OTE, WIND, OPAP, National Bank of Greece, Piraeus Bank, Alpha
Bank, Municipality of Thessaloniki, Forthnet, NN Insurance, Biohalko Group, Mytileneos Group,
ELPE, Lamda Development, Intralot, ADMIE, DEDDIE, PPC, ELTA, PPA, UNIVERSITY OF PATROS,
ZENIT, Democritus University of Ioannina, Ionian University, International University of Greece, etc.
2.4.2 PUBLIC SECTOR
In the public sector, Space Hellas is active in entities that have secured financing, offering
services and support contracts with a long-term horizon. It also selects projects in which it has
expertise and has the necessary specialized and certified potential in the technological objects
it undertakes in the role of Systems Integrator. It also creates significant surplus value from the
use and development/customization of specialized tools with the cooperation of international
construction companies, so that this experience can be used in corresponding projects in other
agencies and abroad.
An indicative list of the most important public projects under implementation is the following:
❑ Information Society: SYZEFXIS II, Signing of execution contracts in a company association
for the Subproject: 3: "Security, Telephony, Teleconferencing, Cabling" framework
agreement of total budget 132.6 million euros including extension option plus VAT, and
withholding amounts.
❑ Information Society: SYZEFXIS II, Sub action 5 (association of companies): "Central
Services ISP & SLA" with a contract price of 16.2 million euros plus VAT and withhold in
❑ Ministry of Citizen Protection (association of companies): Extension of an automated
border surveillance system in the riverside section of the Greek-Turkish border in the Evros
area and interconnection of the Regional Integrated Border Management and
Immigration Centers (PE.K.O.D.I.S.ME.), budget of 12 million euros. The project is
completed and is under warranty period.
SPACE HELLAS S.A.
Annual Financial Report 2022
29
❑ Ministry of Citizen Protection: "Development of IT and Telecommunications systems to
Strengthen the national ability to control and monitor external borders", 26 million euros.
❑ Ministry of Justice (association of companies): Video conferencing services in courts and
penitentiaries and provision of information services on the course of the courts' tables
and exhibits (Electronic Board), 13.5 million euros.
❑ KTP (EMY): Installation of Meteorological Stations & Development of Internet Portal
Infrastructure, 9.6 million euros.
❑ Ministry of Education: "Supply of robotics and STEM equipment for education", as
subcontractor 8 million euros.
❑ Ministry of Immigration and Asylum: An integrated digital management system for
Electronic and Physical Security with Cyber Security support for the protection of human
life, property and the functions of the reception and hospitality structures of third country
nationals. 3.4 million euros.
❑ Region of Attica: Supply of Equipment for the completion of the construction of the AEK
stadium, as a subcontractor, 2 million euros.
Public works - in the contracting stage::
❑ Information Society (association of companies): "Upgrading the network infrastructures
of the PSD", 9.8 million euros.
Public works under evaluation::
❑ Ministry of Shipping and Island Policy: "Development of the National Integrated Maritime
Surveillance System", 50 million euros. Participation as subcontractors.
❑ Ministry of Shipping and Island Policy (association of companies): "Expansion, Upgrade
and Modernization of the National VTMIS System" 40 million euros.
❑ Ministry of Education: "Supply and installation of interactive learning systems" (as a
subcontractor), 32 million euros.
❑ Information Society (association of companies): "Support to public bodies with the aim
of complying with the European data protection regulation GDPR (General Data
Protection Regulation)", 11.5 million euros.
❑ Information Society (association of companies): "Modernization and strengthening of
the existing on-premises infrastructure of the Government Computing Cloud (G-Cloud)
and creation of a second hub and provision of Public Cloud & Platform services
//AaaS//", 18 million euros.
❑ Ministry of Education: "Supply and installation of laboratory equipment for Vocational
Education and Training structures", 15.4 million euros.
❑ Information Society: "National Telemedicine Network (EDIT)", 7 million Euros.
SPACE HELLAS S.A.
Annual Financial Report 2022
30
❑ EETT (association of companies): "Development of a Network of Fixed and Mobile Radio
Frequency Spectrum Monitoring Stations, Wireless Digital Voice Network and Wireless
Data Transmission Network" (Section-3), 4 million euros.
❑ EDYTE: "Provision of IP telephony infrastructure for the bodies of the country's academic
and research community", 4.7 million euros.
2.4.3 INTERNATIONAL PRESENCE
The Group's activity in the international markets follows a steady course with the main focus on
providing telecommunications services by the subsidiaries in Cyprus, Malta, Serbia and Jordan.
It also participates selectively in ICT projects in which the Group has the know-how and
competitive advantage. The updated list of the group's projects abroad is as follows
❑ Cyprus:
• Implementation of a contract for the Access control System of the City of
Dreams Mediterranean International Casino Resort Limassol, 1 million euros.
• Continuation of 13 years of service to the Department of Meteorology for the
"Provision of Meteorological Radar Services" project for the Government of the
Republic of Cyprus, Ministry of Agriculture, Rural Development and Environment.
• Support for the ticketing and access control system at the GSP stadium in
Nicosia.
• Evaluation of an offer to the Cyprus Police for space surveillance systems.
• Bid evaluation (as a subcontractor) in the Integrated Municipality System tender,
5.7 million euros.
• Bid evaluation in the tender of the Ministry of Foreign Affairs for the ETIAS project,
8.5 million euros.
• Bid evaluation (as a subcontractor) in the Ministry of Foreign Affairs tender for the
VIS project, 14.5 million euros.
❑ Malta:
• Continue the 7-year hybrid cloud service contract with the Maltese Government
(MITA: Malta IT Agency).
❑ Jordan:
• Provision of telecommunication services through the subsidiary company Space
Arab Levant Technologies.
❑ Serbia:
• Provision of telecommunication services through the subsidiary company Space
Hellas D.O.O. Belgrade-Stari Grad.
❑ Germany:
• Provision of telecommunications services and interconnection with international
data networks and cloud providers.
SPACE HELLAS S.A.
Annual Financial Report 2022
31
2.4.4 RESEARCH AND DEVELOPMENT
Regarding the co-financed research and development (R&D) projects, twenty-one projects
(European and National) are underway, with a total amount of funding for Space Hellas of
approximately 6.4 million euros. Space Hellas's successes in the European Commission programs
( H2020, EDF, DIGITAL EUROPE) highlight its consistency in building EU leadership in Cybersecurity,
Artificial Intelligence, advanced 6G Communication Systems, and Quantum Systems of secure
communications as well, coordinating four new EU projects.
For 2023, Space Hellas expects the evaluation of six proposals within the framework of EDF-2022,
five HORIZON EUROPE proposals and two proposals in Digital Europe, total funding for it €being
7.6m
Space Hellas participates in two Private Capital Companies - Technovlastos to exploit the results
of scientific research and know-how:
π-NET Emerging New Generation Networks and Applications.
Competence Center for Industry 4.0 from Design to Implementation.
Space Hellas also participates, as a full member of the 6G Infrastructure Association (6G IA),
which is the voice of the European industry for research and innovation in next-generation
networks and services.
2.4.5 PERSPECTIVES
The intense growth rates of the Greek economy, as well as the repositioning of the country on
the map of safe destinations for growth and investment interest in 2022, are clearly an important
starting point for optimism for 2023. Despite the positive growth prospects, however, 2023 is
expected to be a year with significant challenges and unsettled factors, while delays in the
announcement of new Government projects are foreseen due to the expected parliamentary
elections. The gradual easing of the COVID-19 pandemic impact on the economy is being
tempered by geopolitical developments with the war in Ukraine, soaring energy costs, rising
borrowing costs, strong inflationary pressures and recent turmoil in the international banking
system. Also, the international unstable environment combined with the lack of specialized
human resources, delays in equipment deliveries, increased operating and borrowing costs
affect the schedules of projects in progress and exert strong pressure on the profitability of
businesses.
Despite the important unsettled factors and difficulties, it is a fact that the development course
of the Space Hellas Group is constantly shielded through the creation of an important backlog
for 2023 and the following years, but also by the dynamic presence in critical areas of the digital
transformation of private enterprises and the public sector. The funds that have been assigned
SPACE HELLAS S.A.
Annual Financial Report 2022
32
for Greece in the next 3-5 years for digital tools, telecommunications infrastructures, Data
Centers, cloud services, multi-zone fiber optic, mobile and satellite communications networks,
cyber security services and systems, IOT, AI applications, etc. they create the conditions for
stable growth with expanding turnover and strong investment interest for companies active in
digital technologies.
Space Hellas with the synergies created by the companies of the group can play a leading role
in the field of ICT with possibilities for international orientation and expansion abroad,
strengthening its position in the market as a regional digital integrator. In recent years the Group
has steadily invested in human resources, know-how, infrastructure and in acquisitions of
companies that expand ICT products and services, such as those in the software field with
SingularLogic and EpsilonSingularLogic, in IOT with Senseone, in Open Source Intelligence with
Web-IQ and Smart Agriculture with AgroApps. Also, the cooperation and certifications at the
highest level of the group companies with the most powerful international manufacturers of
equipment and software such as CISCO, DELL, HP, Huawei, Checkpoint, Fortinet, Microsoft,
Amazon Web Services, Google, SAP, Oracle, ServiceNow , Genetec, Bosch, Hikvision etc. but
also the ability to synthesize integrated digital solutions and value-added services for their
customers create a strong competitive advantage and a unique opportunity for stable growth
and strengthening of the group's financial position in the coming years.
2.5 RISK MANAGEMENT AND HEADGING POLICY
The Company and the Group continuously to improve specialized know-how, the continuous
investment in well-qualified human resources and the constantly improved infrastructures
combined with the development of new products help the Group to be competitive and
approach new markets, limiting risks and uncertainties.
In addition, the significant amount of outstanding projects and the focus in adapting the
group's structures to the new business environment, give us the right to believe that we will
meet the needs of the critical year ahead
The Group is exposed to the following:
❑ Financial Risk Factors
The Group is exposed to various financial risks, including unpredictable fluctuations in exchange
rates and interest rates, market risks, credit risks and liquidity risks. The overall risk management
program of the Group seeks to minimize the possible adverse effects of these fluctuations on
the financial performance of the Group.
SPACE HELLAS S.A.
Annual Financial Report 2022
33
Risk management policy is applied by the Group's management, through the assessment of
the risks associated with the Group’s activities and functions and carry out the design of the
methodology by selecting the appropriate financial products in order to achieve risk reduction.
The financial instruments used by the Group consist mainly of bank deposits, transactions in
foreign currency at current prices or short term currency futures, bank overdrafts, accounts
receivable and payables
❑ Foreign Exchange Risk
The Group's exposure to currency risks comes mainly from existing or expected cash flows in
foreign currency (imports - exports). The management of the Group constantly monitors the
fluctuations and the trend of foreign currencies and evaluates each case separately, taking
the necessary measures where necessary, through agreements to cover exchange risks.
The situation shaped today by both the war in Ukraine and the energy crisis, as well as the rising
trend of interest rates worldwide, inevitably also affect exchange rates. The management of
the exchange risk requires complex policies that link the exchange risk coverage tools (currency
options) with the commercial and cost strategy of the Group. The rapid changes oblige us to
closely monitor offers and contracts that include currency risks, to reform them where possible
and to cover the currency risk using futures contracts.
The main trading currencies of the Group are the Euro, and USD.
In table below there is sensitivity analysis of the earnings before taxes due to currency exchange
rate changes:
Currecy
USD
Exchange rate
variation
Effect on profit
before tax
Exchange rate
variation
Effect on profit
7% -700 8% -600
-7% 700 -8% 600
31.12.2022
31.12.2021
❑ Price Risk
The Group does not own any negotiable securities and therefore is not exposed to the risk of
changes in the stock market prices of securities.
The Group is mainly exposed to changes in the value of the goods it supplies and therefore its
inventory policy and commercial policy are adjusted accordingly. To deal with the risk of the
obsolescence of its stocks, the Group implements a rational management and administration
of them, in combination with the projects and sales they concern. The nature of the market in
SPACE HELLAS S.A.
Annual Financial Report 2022
34
which we operate (medium and large market) gives us the right to manage stocks by project
and type of sales.
However, the situation we have been experiencing lately has affected the supply chain and
has led to the management of orders being based on the delivery time of the goods and not
on the minimization of the holding time in the warehouses, considering the completion of the
projects in the contractual times. For the same reason, the Group invests significantly in the field
of Project Management by empowering the teams with specialized human resources and also
by using modern project management tools in order to smooth out the problems that arise as
much as possible. The careful management of projects in terms of continuous control of costs
and schedules is imperative.
❑ Interest Rate Risk
The Group's operating profits and cash flows are partially affected by changes in interest rates.
The Group's policy is to constantly monitor interest rate trends as well as the duration of financing
needs. Therefore, decisions on the duration as well as the relationship between fixed and
variable costs of a new loan are made individually for each case and at each point in time.
Therefore, the majority of loans have been concluded with variable interest rates.
The period we are going through is characterized by trends of continuous increase in interest
rates, which will inevitably affect both the financial cost of project management and the cost
of investments. As the majority of loans have been contracted with floating interest rates, the
group intervenes using interest rate risk management tools (interest rate swaps) in order to
maintain the costs at the budgeted levels. this effort is continuous and requires linking interest
rate trends with company and group strategy
Sensitivity analysis of Group’s borrowings due to interest rate changes:
Currency
euro
Interest rate
variation
Effect on profit
before tax
Interest rate
variation
Effect on profit
before tax
250 -1.100 150 -450
-200 1.100 -150 450
31.12.2022
31.12.2021
❑ Credit Risk
Credit risk arises from cash and cash equivalents, bank deposits, derivative financial instruments,
and credit risk exposures from customers.
Trade receivables come mainly from large organizations in the private and public sector. The
financial position of the customers is closely monitored and redefined according to the new
conditions. The Group evaluates the creditworthiness of each customer, either through an
SPACE HELLAS S.A.
Annual Financial Report 2022
35
independent rating body or internally taking into account its financial position, previous
transactions and other parameters, monitoring the amount of credit provided. Customer credit
limits are set based on internal or external ratings in accordance with limits set by the
Management.
The current situation of both the energy crisis fueling inflationary pressures and rising production
costs, as well as the war in Ukraine, demand extra vigilance. The structure of the Group's
clientele consisting of medium-sized and large private sector clients, as well as large public
sector clients involved in the digitization of the country, reduces the above risk.
For special credit risks, provisions are made for losses taking into account the data that arise on
a case-by-case basis. The rescheduling of collections is a matter to be managed but is not
linked to the creditworthiness of our debtors.
To minimize the credit risk on cash and cash equivalents, the Group under policies approved
by the Board of Directors sets limits on the amount to be exposed. Also with regard to money
market instruments, the Group only does business with recognized financial rating institutions.
❑ Liquidity Risk
Liquidity risk is addressed both by the steady flow of receipts and by securing sufficient cash
from bank financing (focusing on on-the-project basis funding), which is based on the excellent
relationship the company has with the largest credit institutions in the country and provides
sufficient credit lines to finance our business plans.
Medium-term strategic plans are financed by long-term funds with particular attention to the
costs that follow (reference is made to the interest rate risk section).
In addition, excellent relationships with our suppliers, which are based on long-lasting, reliable
and stable relationship, provide us with significant help in trying to smooth cash flow.
The table below summarizes the maturity profile of financial liabilities for the 31.12.2022 and
31.12.2021 respectively.
SPACE HELLAS S.A.
Annual Financial Report 2022
36
Amounts in € thousand
Total
31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Borrowings 70.602 57.187 22.683 17.686 41.419 16.701 6.500 22.800
Leases 2.851 2.294 1.253 935 1.598 1.359 0 0
Trade and Other liabilities 66.420 57.564 66.420 57.558 - - 0 6
Less than 1 Year
1 to 5 years
>5years
Group
Amounts in € thousand
Total
31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Borrowings 66.523 54.107 20.263 16.867 39.760 14.440 6.500 22.800
Leases 1.835 1.323 661 493 1.174 830 0 0
Trade and Other liabilities 57.966 46.643 57.966 46.637 0 0 0 6
Company
Less than 1 Year
1 to 5 years
>5years
❑ Capital Management
The primary objective of the Group’s capital management is to ensure that it maintains a strong
investment grade credit rating and healthy capital ratios in order to support its operations and
expand the Group’s activities.
The group’s policy is to maintain leverage targets in line with an investment grade profile. The
gearing ratio is calculated by dividing the net borrowing with the total capital employed.
Amounts in € thousand
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Short term Borrowings 22.683 17.686 20.263 16.867
Long term Borrowings 47.919 39.501 46.260 37.240
Less: cash and cash equivalents -29.185 -23.265 -27.329 -19.413
Net Debt 41.417 33.922 39.194 34.694
Equity 30.632 24.376 23.315 18.673
Total capital employed 72.049 58.298 62.509 53.367
Gearing ratio 57,48% 58,19% 62,70% 65,01%
Group
Company
The leverage ratio of both the Group and the company was maintained at the same levels as
last year. The participation of the company and the Group in the important digital
transformation projects carried out in recent years in the country are a main strategic objective
as they are expected to create an important source of service contracts in the medium- to
long-term.
This participation keeps the leverage ratios at high levels as these projects have an
implementation horizon of more than one year, which keeps the net debt at a high level.
SPACE HELLAS S.A.
Annual Financial Report 2022
37
At the same time, the financing of the medium-long-term investment plan moves in the same
direction.
❑ Risk regarding geopolitics and the energy crisis
The start of 2022 was marked by Russia's invasion of Ukraine, which marked the beginning of a
war that looks set to last.
At a time when Europe, as well as the whole world, was recovering from the shock of the
pandemic, before it could return to a "normality", we faced a new, unprecedented condition
which increases economic and social instability.
The economic effects of the conflict have been felt mainly through rising energy and food
prices, deteriorating confidence, turmoil in financial markets, and further disruptions in supply
chains. Despite the positive impact from EU funding and the RRF the outlook for this year faces
growing countervailing forces.
Inflation continued to be an important factor with energy, transport and food prices being the
main drivers of the upward trend. To mitigate the negative impact of higher energy costs on
households and businesses, the European Council called on Member States and the
Commission to continue to make the best use of the energy price toolbox and the temporary
State aid framework for the crisis. The Greek government has already extended further subsidies
to protect the most vulnerable and announced additional relief measures.
Investments, on the other hand, will continue to support the recovery. With NGEU funds to be
spent in 2021-26 at around €31 billion (€17,8 billion in grants and €12,7 billion in loans),
investments are expected to remain resilient in 2022.
The geopolitical and economic developments due to the war are expected to be a key factor
shaping the conditions in the Greek and global economy in the next period. On an economic
level, the initial impacts on energy costs have extended to the supply of certain consumer
products and raw materials.
The Group has zero exposure to the markets of Ukraine and Russia as they are not part of its
supply chain nor do they contribute to the turnover, so no negative effects are expected due
to the economic sanctions of the EU and the countermeasures of the Russian Federation
against the member countries of the EU.
SPACE HELLAS S.A.
Annual Financial Report 2022
38
The group, timely realizing the above challenges and taking appropriate and targeted
measures, especially regarding energy costs and security of supply, manages not only to remain
unharmed but also to record historically high performances.
❑ Risk of COVID-19 spread
The health crisis of COVID-19 had led the global economy into a period of uncertainty and
instability. The uncertainty that has prevailed worldwide for two years since the outbreak of the
pandemic seems to be receding as vaccinations of the population intensify and trading activity
is maintained at satisfactory levels. We believe that from the second half of 2022, there will be
an even greater normalization of the situation and a gradual return to normalcy.
Space Hellas Group, concerning its obligation to make public certain information (market
disclosure), estimates that at this stage there is no significant impact on its fundamentals as well
as on its financial situation.
2.6 IMPORTANT TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES
Each affiliated company follows the rules regarding transparency, independent financial
management, accuracy, and correctness of its transactions, as required by law. Transactions
between the Company and its affiliated companies are made at a price or exchange, which
is proportional to whether the transaction was made with any third party, natural or legal
person, under the conditions prevailing in the market at transaction time.
The transactions below relate to transactions with related parties as defined in IAS 24,
cumulatively from the beginning of the financial year to the end of the period, as well as the
balances of the receivables and liabilities of the company and the group at the end of the
current fiscal year, have arisen from the specific transactions of the related parties.
The transactions between related parties, follow normal market prices.
There are no transactions of unusual nature or content with significant impact on the Group or
the subsidiaries or related parties. All the transactions with related parties are free of any special
condition or clause.
The following tables present the main intercompany transactions between the Company, its
subsidiaries, associates and other companies and the members of the Management both
during the examined period and during the previous period as well.
SPACE HELLAS S.A.
Annual Financial Report 2022
39
Amounts in € thousand
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
SPACE HELLAS (CYPRUS) LTD 363 863 146 146 - -
509 1.009 - -
SPACE HELLAS (MALTA) LTD - - 2 2 - - 2 2 - -
SPACE HELLAS D.o.o. BEORGRAD - - 3 3 - -
3 3 - -
SPACE ARAB LEVANT TECHNOLOGIES LLC - - - - - -
0 0 - -
Sense One Single mebmer S.A. - - 40 - - -
40 0 - -
SingularLogic S.A. - - 1.367 430 57 27
1.424 457 - -
Total Subsidiaries
363 863 1.558 581 57 27 1.978 1.471 0 0
Web-IQ B.V. - - 63 69 - - 63 69 63 69
AgroApps P.C. - - - - - - 0 0 0 0
SingularLogic S.A. - - - - - - 0 0 - -
Epsilon Singularlogic - - 3 3 - - 3 3 3 3
Total Associates
0 0 66 72 0 0 66 72 66 72
MOBICS S.A - - - - - -
0 0 0 0
Total other related parties
0 0 0 0 0 0 0 0 0 0
363 863 1624 653 57 27 2.044 1.543 66 72
Revenue from
dividends
Sales
Income from
interest
Total income-
Parent
company
Total income-
Group
Amounts in € thousand
2022 2021 2022 2021
SPACE HELLAS (CYPRUS) LTD 35 20 - -
SPACE HELLAS (MALTA) LTD - - - -
SPACE HELLAS D.o.o. BEORGRAD 31 14 - -
SPACE ARAB LEVANT TECHNOLOGIES LLC 322 18 - -
SENSE ONE SMSA. 121 0 - -
SINGULARLOGIC S.A. 38 10 - -
Total Subsidiaries 547 62 0 0
Web-IQ B.V. 63 160 63 160
AgroApps P.C. - - - -
Epsilon SingularLogic S.A. - - - -
Total Associates 63 160 63 160
MOBICS S.A - - - -
Total other related parties 0 0 0 0
610 222 63 160
Total Company expenses
Total Group expenses
A mounts in € thousand
2022 2021 2022 2021
SPACE HELLAS (CYPRUS) LTD 189 269 - -
SPACE HELLAS (MALTA) LTD 0 2 - -
SPACE HELLAS D.o.o. BEORGRAD 0 3 - -
SPACE ARAB LEVANT TECHNOLOGIES LLC - - - -
SingularLogic Α.Ε. 629 1.499 - -
Sense One Single Member S.A. 157 - - -
T otal Subsidiar ies
975 1.773 0 0
W eb-I Q B.V. 7 9 7 9
AgroApps P.C.
- - - -
Epsilon SingularLogic S.A.
- - - -
T otal A ssociates
7 9 7 9
MO BIC S S .A - - - -
T otal other r elated par ties
0 0 0 0
982 1.782 7 9
Total Receivables -
Company
Total Receivables -
Group
SPACE HELLAS S.A.
Annual Financial Report 2022
40
Amounts in € t housand
2022 2021 2022 2021
SPACE HELLAS (CYPRUS) LTD 46 11 - -
SPACE HELLAS (MALTA) LTD - - - -
SPACE HELLAS D.o.o. BEORGRAD 44 14 - -
SPACE ARAB LEVANT TECHNOLOGIES LLC 35 17 - -
Sense One Single Member S.A. 0
SINGULARLOGIC S.A. 0 13 - -
Total Subsidiaries 125 55 0 0
Web-IQ B.V. 60 - 60 -
AgroApps P.C. - - - -
Epsilon SingularLogic S.A. - - - -
Total Associates 60 0 60 0
MOBICS S.A
- - - -
Total other related parties 0 0 0 0
185 55 60 0
Total Liabilites -
Company
Total Liabilites - Group
➢ Both the services from and towards the related parties as well as the sales and purchase
of goods are contracted with the same trade terms and conditions as for the non-related
parties.
➢ From the above table, the transactions between the Company and related parties have
been eliminated from the consolidated financial statements.
Table of Key management compensation:
Amounts in € thousand
2022 2021 2022 2021
Salaries and other employee benefits 2.440 1.396 2.263 1.396
Receivables from executives and members of the Board 2 2 2 2
Payables to executives and member of the Board 19 15 19 15
Group
Company
*The transactions and remuneration of managers and members of the Management in 2022
have been significantly differentiated in relation to the previous year as within the year 2022, an
amount of €859 thousand was accounted for as extraordinary remuneration, in execution of
the 22/6/2022 decision of Ordinary General Meeting of the shareholders and the decision of
30/6/2022 of its Board of Directors, SPACE HELLAS, of the allocation of a total of 103,308 own
shares to the two beneficiaries thereof, i.e. to the CEO of the company, Mr. Ioannis Mertzanis,
and to the Financial Director of the company, Mr. Ioannis Doulaveris.
➢ No loans have been given to members of the Board or other executive members nor to
their family members.
Tables of Guarantees to third parties:
2022 2021 2022 2021
Guarantees to third parties on behalf of subsidiaries and joint ventures
19.155 7.969 19.155 7.969
Used guarantees to third parties on behalf of subsidiaries
5.528 3.271 3271 3271
Letters of guarantee for advance payment, good execution
and counter-guarantee
0 13 0 13
Amounts in € thousand
Group
Company
SPACE HELLAS S.A.
Annual Financial Report 2022
41
➢ The company has guaranteed for the subsidiary of SPACE HELLAS (CYPRUS) LTD an amount
of a total amount of 13 thousand €, for the issuance of letters of guarantee, which, on
November 2022, was returned back.
➢ The company had guaranteed, for its subsidiary SINGULARLOGIC SA, for a total amount of
€19,155 thousand,. Out of the approved guaranteed financing limits, the amount used
amounts to €5,528 thousand.
2.7 ALTERNATIVE PERFORMANCE MEASURES
The European Securities and Markets Authority (ESMA / 2015 / 1415el) published the final
guidelines on Alternative Performance Measures (APMs) applicable from 3 July 2016 to
securities companies traded on organized exchanges. APMs are disclosed by publishers when
publishing regulated information and are intended to enhance transparency and promote the
usefulness and fair and full information for the investing public.
The Alternative Performance Measurement Score (EMMA) is an adjusted economic
measurement of historical or future economic performance, financial position, or cash flow,
other than the economic measurement set out in the applicable financial reporting framework.
APM does not rely exclusively on the standards of financial statements but provides substantial
additional information, excluding elements that may differ from operating results or cash flows.
EMMA should always be considered in conjunction with the financial results prepared under
IFRSs and should under no circumstances be considered as replacing them. The Group uses the
Custom Indicators (EMMA) to better reflect the financial and operating performance related
to the Group's activity as such in the reference year as well as the corresponding previous
comparable period.
Adjusting elements
Figures influencing the adjustment of the indices used by the Group to extract the ALPs
according to the first half of financial statements 2022 and the corresponding financial
statements of the prior period are the provisions for trade receivables impairment.
The elements affecting the adjustment of the indicators (ALPs) on 31.12.2022 and 31.12.2021 are
shown in the table below:
SPACE HELLAS S.A.
Annual Financial Report 2022
42
Amounts in € thousand
31.12.2022 31.12.2021
Comprehensive Income Statement
Provisions for impairment
-240 477
Total
-240 477
Group
Based on the above adjustments, the EMMA;s used by the Group are formed as follows:
Adjusted EBITDA
Adjusted EBITDA for the current period shows an decrease of close to 2,22% compared to
EBITDA, while compared to the previous period adjusted EBITDA is increased by 6.53%.
Adjusted EBIT
Adjusted EBIT for the current period shows a decrease of 3,29% over EBIT, while compared to
the previous period there is a growth of 1.82%.
Adjusted Cash Flows After Investments
The Adjusted Cash Flows after investments for the current period compared to the previous
period, results to be increased by 4% due to the increase of investing activities of the Group.
Adjusted Net Borrowing
Both in the current and the previous period, the adjusted Net borrowing is almost equal to the
net borrowing.
Regarding the definition and basis of the calculation of EDMA, a more detailed analysis is
contained in note 4.7 of this financial report.
2.8 NON-FINANCIAL INFORMATION
SPACE HELLAS Group operates responsibly towards people, society and the environment and
Sustainable Development is an integral part of its business strategy. In this context, the Group
seeks to undertake actions aimed at achieving a sustainable future for all, creating value for all
stakeholders and society as a whole.
Business Model
For more than 36 years, Space Hellas has continuously confirmed its leading role in the ICT
(Information and Communication Technologies) market, whether it is the design, installation
and configuration of complex IT and Security infrastructures, or the implementation and
completion of demanding projects System Integration. The long-standing presence in the field
of ICT and security and the strategic collaborations of Space Hellas with the leading
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43
construction companies of the sector, are important competitive advantages of the Company,
while they are conditions for the implementation of complex and demanding projects. In this
context, Space Hellas has managed to distinguish itself, receiving important certifications, both
from the leading construction companies with which it cooperates, as well as from recognized
international organizations.
The business model captures in the most understandable way the range of the Company's
activities, as well as the elements that separate it from the competition, contributing to its
successful course.
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Management of Sustainable Development issues
The Group has integrated the principles of Sustainable Development into its business activities
and the way it operates, recognizing that these principles are a necessary condition for its long-
term development and the parallel well-being of society as a whole. In this context, the
Company generates value by monitoring international developments and adopts standards
and good practices in order to outline its strategy on the three axes of sustainability:
environment, society and corporate governance.
Monitoring sustainable development
The Board of Directors (BoD) has adopted a specific procedure for monitoring and supervising
sustainable development issues. At the meetings of the Board of Directors in addition to
corporate issues and financial results, specific ESG issues are discussed, at least annually, such
as Board composition issues, the Company's essential issues, policies, risks and opportunities,
personnel issues, fair remuneration, the adequacy of resources, satisfaction of of customers,
ethical issues, non-compliances, etc.
ESG targeting and other performance are transferred to the Board. by the CEO, as every year
there is a detailed management review of all corporate management systems.
Policies and certifications
Sustainable Development oriented, Space Hellas has established policies, implements specific
Management Systems and has specific certifications for all its activities, subsidiaries and
branches. The Group is committed to the continuous monitoring of the Management Systems,
as well as maintaining its certifications.
Specifically at Space Hellas, the following policies and codes have been established and
implemented:
• Sustainable Development Policy
• Unified Policy for quality, health & safety and the environment
• Human Rights Policy
• Anti-Violence and Harassment and Internal Complaints Management Policy
• Data security policy
• Code of Ethics
• Internal Regulation of Operation
In addition, the certifications held by Space Hellas are presented below:
• ISO 9001:2015 certification: To ensure the high quality of products and services provided, with
the technical and quality characteristics resulting from the expressed needs of the market.
• ISO/IEC 27001:2013 Certification: For the Information Security Management System designed
and maintained since 2009, through which it is ensured that its procedures include all the
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45
necessary controls in matters of confidentiality, integrity and availability of information in order
to protect data and the resources involved in each activity.
• ISO 22301:2019 Certification: For the Business Continuity Management System, through which
the effectiveness of the strategy followed to maintain the Group's business operations in the
event of interruption due to an unexpected catastrophic event is confirmed.
• ISO 20000-1:2018 Certification: For the IT Service Management System
• ISO 14001:2015 Certification: To protect the environment, aligning the economic viability and
optimal efficiency of infrastructure, with the social and ethical responsibilities arising from the
need to reduce the energy and environmental footprint on the natural environment, and
applying the principles of Green Informatics both in the information systems and in its
technological infrastructure.
• ISO 45001:2018 Certification: For the Health and Safety Management system in the Workplace
with the aim of ensuring a working environment that minimizes health and safety risks for the
Organization's employees, partners, visitors and customers.
• ISO/IEC 27701:2018 Certification: For the Privacy Information Management System, this
certification confirms that the Company has taken all appropriate technical and organizational
measures to support compliance with the GDPR and other relevant legislation on the protection
of personal data and of privacy.
Customer relations
Customer satisfaction is an important priority of the Group.
The Company seeks to build long-term relationships with its customers, which are based on the
immediate response to their needs. In this context, it implements a customer satisfaction survey,
by sending a targeted questionnaire, which is completed anonymously or anonymously
through a special web application.
In addition, the Company has a customer complaints management procedure. The Company's
Quality Manager is responsible for the management of quality and there is an appropriate
procedure for handling complaints and make suggestions. Every complaint that reaches the
call center, or the help desk (it can also be by phone, via mail, web, or verbally) is
communicated to the Quality Management Manager and the Director of the department
involved (Technical, Sales, Presales, Integration, IT, Warehouse , Financial services, etc.). When
needed the Personnel Department and the Company's Administration are informed. The
customer is then contacted by the appropriate Manager or supervisor to handle/remediate
the issue.
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Human Resource
Space Hellas Group considers its people its most valuable asset. It believes that its continued
success is based on its ability to attract, train and retain competent and skilled human
resources.
The Group offers a modern working environment of equal opportunities and equal treatment,
with respect for human and labor rights. It encourages and promotes open communication,
high performance and personal development, within a modern corporate culture based on
corporate principles and values.
Space Hellas is committed to applying all the modern methods of developing its people and
provides systematic training and evaluation programs, in order to ensure the possibility for
continuous development and highlighting of employees' abilities.
In addition, the Company demonstrates zero tolerance for malicious or offensive behaviors of
bullying and harassment in the workplace, with the aim of creating a the desired working
environment and conditions.
Basic elements of human resources
During 2022, the Group employed 837 employees, increasing the total number of employees
by 14% compared to 2021 (717 employees). The total percentage of women in the Group for
2022 was 22% and of men at 78%. All employees were employed in accordance with national
and collective labor agreements.
Distribution of human Resource by age group
2021
2022
<30
30-50
51+
<30
30-50
51+
Men
117
314
115
129
385
135
Women
35
93
43
33
109
46
Total
152
407
158
162
494
181
Distribution of human Resource by hierarchy level
Employees who are in the highest paid 10% of employees
2021
2022
Men
59
68
Women
11
15
Total
70
83
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Distribution of human Resource by hierarchy level
Employees who are in the lowest 90% of employees
2021
2022
Men
487
581
Women
160
173
Total
647
754
Distribution of human Resource by hierarchy level and by age
2021
2022
<30
30-50
51+
<30
30-50
51+
Board of directors
0
4
5
0
4
5
Senior executives
0
3
8
0
3
8
Managers
0
5
23
0
6
22
Team leaders
0
31
19
0
42
29
Employees
141
370
117
162
443
122
Total
141
409
167
162
494
181
During 2022 the Space Hellas Group proceeded with 245 recruitments. The layoffs were 117,
while the voluntary departures concern 78%.
Total recruitment by gender and age
2021
2022
<30
30-50
51+
<30
30-50
51+
Men
59
69
13
81
113
9
Women
20
25
2
19
20
3
Total
79
94
15
100
133
12
Total layoffs by gender and age
2021
2022
<30
30-50
51+
<30
30-50
51+
Men
25
63
16
33
56
5
Women
8
15
2
12
8
3
Total
33
78
18
45
64
8
Human Rights
Space Hellas respects internationally protected human rights, while recognizing and respecting
the labour rights of its people, ensuring their equal pay. Throughout the range of its activities, it
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48
demonstrates zero tolerance for any incident of discrimination, child or forced labor or any form
of harassment. In this context, the Company has adopted and applies a Human Rights Policy,
which is analysed in the following axes:
• Zero discrimination
• Freedom in the right to collectivelabornegotiations
• Prohibition of any form of forced and child labour
• Working hours and wages
• Health and safety
• Harassment
The Company also expresses its commitment to addressing and eliminating violence and
harassment in the workplace, with the sole aim of ensuring a working environment where mutual
respect and non-discrimination prevail. In this direction, a Policy to combat violence and
harassment and to manage internal complaints was adopted and implemented, which is
posted on the organization's website and immediately available to all employees. As part of
the policy, the Company has established a complete and comprehensive reporting,
management and investigation mechanism by establishing dedicated communication
channels.
Diversity
The Company has signed the "Diversity Charter", proving in practice how it incorporates the
principles of diversity and inclusion of employees with different characteristics into its daily
operation. It is an initiative of the European Commission, with the aim of promoting diversity in
Greek businesses, acting as a tool for the implementation of equality of equal opportunities and
diversity in every working environment in Greece.
Training and continuous development of employees
At Space Hellas, the education and training of employees is an important element for their
professional growth and development, as well as a key pillar for achieving company goals.
Through the trainings that are implemented, the appropriate resources are provided, so that
the employees can strengthen their knowledge and skills.
Employees receiving training
2021
2022
By age
Men
Women
Total
Men
Women
Total
Management team
45
12
57
98
17
115
Administration personnel
35
63
98
52
96
148
Technical Teams
318
32
350
604
87
691
Total
398
107
505
754
200
954
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Total training hours per person
2021
2022
By age
Men
Women
Total
Men
Women
Total
Management team
775
201
976
969
188
1.157
Administration personnel
624
839
1.463
454
877
1.331
Technical Teams
4.026
387
4.413
5.465
971
6.436
Total
5.425
1.427
6.852
6.888
2.036
8.924
Other information on training
2021
2022
Average Training Hours (Top 10% of Paid Employees)
3,6
12,2
Total number of training hours provided to the top 10% of employees based on
total earnings
256
1.015
Total number of employees in the top 10% of employees based on total earnings
72
83
Average hours of training (90% of lowest paid workers)
2,4
9,5
Total number of training hours provided to the bottom 90% of employees based on
total earnings
1.569
7.135
Total number of employees in the bottom 90% of employees based on total
earnings
647
754
Employee Training Expenses (€)
135.549
186.742
Additional employee benefits
Space Hellas, seeking to promote the well-being and reward of employees, offers a
comprehensive program of additional benefits, beyond those provided by the current
legislative framework. In this direction, offers to its employees:
• Group insurance plan
• Wedding gifts
• Gifts for the birth of employees' children
• Christmas gifts for the children of the staff
• Car and mobile phone according to the needs of the position
Health and safety at work
The Company's priority is to ensure a safe working environment, where risks are minimized both
for employees and for customers and other interested parties that may be affected by its
activities. Key elements that contribute to the effective management of Health and Safety
issues are the prevention and early response to risks, continuous awareness and training, as well
as the monitoring of the Health and Safety procedures in place.
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The principle of prevention plays a decisive role in the Health and Safety System. Space Hellas
maintains in all its facilities the Occupational Risk Assessment Study in which the risks in the
workplace are analyzed and, subsequently, procedures are established and measures are
taken to deal with them, while, at the same time, relevant indicators are defined to monitor
their effectiveness.
In addition to the performance indicators, the Company has defined and follows a specific
program of internal and external inspections. A specific checklist has been created in each
facility, in order to monitor the points and conditions where risks have been identified and to
determine the degree of compliance of the procedures and measures of safe behavior by the
employees. The inspections are carried out either by the Directors of the departments, or by
independent external partners.
During 2022, the Group recorded zero accidents.
Contribution to Society
The Company recognizes its responsibility as an entity, which is inextricably linked to the society
in which it operates, influencing and being influenced through the interaction of modern
society.
In this context, Space Hellas implements actions to support local societies, the academic and
research community, but also for the empowerment and well-being of its employees. In
addition, through the projects it undertakes for the public sector, it contributes to solving some
of the biggest contemporary challenges. It contributes to digital modernization, the diffusion of
innovation and the creation of added value for the society as a whole. The effect and impact
of these projects is evaluated and affects all stages of their implementation, starting from
planning to technical support.
Actions for society
Space Hellas actively participates in strengthening the local community through the actions it
undertakes. Indicative:
• Contributes to the work of charitable organizations that support children and families in need,
by donating basic necessities, school supplies and technological equipment.
• Works closely with the academic community through the research and development
programs it implements, as well as through the support it provides to postgraduate students in
the preparation of their Dissertations.
• Has established the "Dimitris Manolopoulos" Honorary Scholarship with the aim of honoring the
memory of its visionary and founder, Dimitris Manolopoulos. The scholarships aim to give young
scientists the opportunity to realize their ambitions in the field of technology, continuing their
studies at master's or doctoral level, in areas related to communication networks, cyber security
(Cyber Security) and artificial intelligence (AI). .
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Environmental responsibility
Space Hellas follows the direction outlined by the Paris Agreement on climate change and the
European Green Deal, recognizing the role it is called to play in protecting the environment, as
well as in achieving the United Nations Sustainable Development Goals (UN SDGs).
The main concern of the Group is the combination of its successful course and development,
with the protection of the environment, aiming at the continuous reduction of the
environmental impact of its activities.
The Group does not own or lease facilities located in or adjacent to protected areas, or places
of sensitive biodiversity. Also, it has no manufacturing object, while it does not rely on, nor does
it depend on, critical raw materials.
Energy consumption
Space Hellas ensures the containment of the environmental impact of its activities by applying
the best available techniques and systems for the management and saving of energy. In terms
of building facilities, the Company's activities do not include industrial or other polluting units,
while the IT services it offers require only the usual infrastructure of office space and storage
space. In the context of effective energy management, an energy audit is carried out at the
Company's facilities, from which improvement proposals emerge.
Energy consumption
2021
2022
Total energy consumption within the Organization (MWh)
2.948
2.753
Percentage of electricity consumed (%)
87
91
Consumption rate Electric. Active From renewable sources (%)
0
0
Total energy production (MWh)
0
0
Percentage of Energy produced from renewable sources (%)
0
0
For 2022, the total electricity consumed in the Group was 2,503 MWh and the total thermal
energy from the use of natural gas and oil was 250 MWh.
Atmospheric emissions
Space Hellas recognizes the necessity of immediate action to reduce carbon emissions and for
this reason systematically monitors the emissions resulting from its operation.
The emission calculation method follows the ISO 14064 and GHG Protocol standards to yield the
total amount of Greenhouse Gases released into the atmosphere, including methane (CH4)
and nitrogen oxide (N2O), expressed as CO2 equivalent (CO2e).
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Direct Emissions - Scope 1* (tn CO2)
Intensity of direct Greenhouse gas emissions) kgCO₂e/thousand euros)
Direct Emissions - Scope 2 (tn CO2)
Indirect Greenhouse Gas Emission Intensity) kgCO₂e/thousand Euro)
Atmospheric emissions
2021
2022
Direct Emissions - Scope 1* (tn CO2)
482
484
Intensity of direct Greenhouse gas emissions) kgCO₂e/thousand euros)
4,67
3,76
Direct Emissions - Scope 2 (tn CO2)
1.552
1.512
Indirect Greenhouse Gas Emission Intensity) kgCO₂e/thousand Euro)
15,02
11,76
*The calculation of direct emissions (Scope 1),is made using the consumptions of the Group resulting from fixed
combustion (oil and natural gas) and motor fuels (oil and gasoline for vehicles..
Waste management
Space Hellas takes care of the proper management of the resources it uses. The Company
promotes recycling actions in its facilities, where there are recycling bins on all floors. There are
separate bins for paper, plastic, batteries, as well as electronic equipment, which are sorted in
collaboration with specialized licensed operators.
Waste management
2021
2022
Total hazardous waste (tn)
158
119
Total non-hazardous waste (tn)
1.178
23.819
Percentage of waste to be recycled (%)
100
100
Water consumption
Space Hellas monitors water consumption in its buildings in order to properly manage and avoid
possible leaks.
Water consumption
2021
2022
Water consumption (m3)
2.661
4.837
Liquid waste disposal*
2.661
4.837
The cleaners of the cleaning crews are checked annually according to the relevant data sheets
(MSDS) and according to the procedures of the ISO standard to ensure that only licensed
environmentally friendly materials and no hazardous substances are used.
*The Group does not generate or count liquid waste. The unique liquid waste is related to the normal drains of the staff
office buildings, so the amount of waste water as indicated in the waste table is equal to the water consumption.
Non-Financial Risks
The Company operates in an economic and social environment characterized by various risks,
financial and non-financial. For the Space Hellas Group, the process of Risk Management lies in
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53
the identification, recognition, planning and dealing with the factors that may affect its
development and overall smooth operation and their possible effects.
In this context, certain potential non-financial risks have been identified for the management
of which a coordinated and collective effort is required. Examples include:
1. Climate risks. Rapid global climate changes have potentially large impacts across the
entire value chain of Space Hellas. Extreme weather can make it difficult for both workers
to complete their work and suppliers to deliver their supplies. At the same time, the good
operation and maintenance of the equipment can be significantly affected, while the
increased energy needs combined with the reduced production and availability of energy,
due to climate change, can affect the provision of the Company's services.
2. Technological risks. Technological developments have always affected the dynamics of
markets worldwide, regardless of the industry. Increased costs that may be linked either to
technological upgrade requirements of the equipment necessary to carry out the
Company's activities, or to increased digital security requirements against new threats, can
have a direct impact on the operation and services of Space Hellas.
3. Reputational Risks. In the security services industry, whether physical or digital, a provider's
"image" is critical to its ability to cope with market conditions and offer competitive services
to its customers. Incidents such as the failure to protect customer data can affect the
organization's reputation and operations.
4. Moral hazards. A widespread category of risk in the field of technology is moral hazard.
Unlike most other types of risks, these risks may arise from the Company's internal
environment and create problems in many aspects of the Company, from smooth internal
operations and resource management, to customer and regulatory relations.
Regulatory compliance
The Group fully complies with the Commercial and Competition Legislation and the general
legislative framework in all the countries in which it operates. The Group's policies, regulations
and procedures ensure its operation, so that its activities are carried out in accordance with
the applicable legal framework.
In compliance with the legislative provisions and in the context of the implementation of an
effective corporate governance system, the regulatory compliance of Space Hellas is carried
out by the Regulatory Compliance Unit, which is an independent organizational unit within the
Company, part of the Legal Services and Regulatory Compliance Department (MKS). MKS,
among other things, monitors the institutional, regulatory and supervisory framework and
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provides assistance to the other organizational units of the Company regarding the prevention
and treatment of compliance risks and the management of non-compliance incidents.
Each employee, if required, or in doubt, must consult the Group's Legal Services Department
on issues related to the application of Commercial and Competition Legislation. Likewise,
he/she must immediately inform the Group's Legal Services Department in case he/she receives
any notification from an authority responsible for anti-monopoly matters or from any other
authority and for any issue of non-compliance by the Company.
Information security
Digital transformation, the adoption of strategies and business models that leverage the use of
new technologies (e.g. interconnectivity, 5G technology, agile development, collaborative
platforms, etc.), the need for alignment with increased regulatory requirements for security and
protection of network and information systems, as well as the development of a strong and
holistic cybersecurity strategy to effectively manage the ever-increasing risks of cyberspace,
are a priority for the Space Hellas Group.
As the Space Hellas Group provides integrated ICT solutions, it applies a strict security and
information protection framework. In this context, it develops and implements security policies,
procedures and practices, adopts a structured and holistic approach to the management of
information security risks, develops new security mechanisms, systems and infrastructures, as well
as evaluates their proper implementation and effectiveness.
Also, in the Company's Security Operations Center, data from corporate systems is collected
and analyzed on a 24-hour basis, in order to detect any security incidents (e.g. cyber-attacks)
in a timely manner and effectively deal with them. The security of network and information
systems is a key objective of the Space Hellas Group as well as its competitive advantage for
maintaining the trust of its customers and partners. The Group's certification according to
ISO/IEC 27001 ensures that its procedures include all the necessary controls in matters of
confidentiality, integrity and availability of information to protect data and the resources
involved in every activity.
European taxonomy of sustainable investments (EU Taxonomy)
The European Taxonomy is a classification system, which compiles a specific list of
environmentally sustainable economic activities in order to achieve the EU's climate and
energy targets by 2050, as well as the objectives of the European Green Deal.
In this direction, Space Hellas proceeded to the inspection of its economic activities in order to
determine which of them fall within the framework of the European Taxonomy, as defined by
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Regulation (EU) 2020/852. Based on the relevant audit, the Key Performance Indicators (KPI) of
turnover, capital expenditure (CAPEX) and operational expenditure (OPEX) relating to the
specific activities are published. More information about the Group's eligible activities as well
as the alignment assessment based on the technical criteria for the control of the activities will
be presented in the 2022 Sustainable Development Report.
NOTE
The non-financial indicators for 2022 presented in this report are in accordance with the guidelines for
issuing Sustainability Reports (GRI Standards) of the Global Reporting Initiative (GRI). The selection of these
indicators was based on their relevance to the activities of Space Hellas and according to the evaluation
of the material issues (materiality analysis) that it has been carried out. Detailed data on the performance
in sustainable development issues, the initiatives and actions for a responsible operation of the Company,
are presented in the Sustainable Development Report of Space Hellas which is posted on the corporate
website(https://www.space.gr/)
2.9 GOING CONCERN
The management of the Group estimates that the Company and the Group have sufficient
resources that ensure the smooth continuation of their operation as a "Going Concern" in the
foreseeable future.
2.10 CORPORATE GOVERNANCE STATEMENT
1. Corporate Governance Code Applied
The Company (hereinafter "the Company"), as a public limited company with securities listed
on the Athens Stock Exchange, complies with the applicable legal framework, including Law
4706/2020 on corporate governance. Pursuant to Law 4706/2020 and decision 2/905 / 3.3.2021
of the board of directors of the Hellenic Capital Market Commission, the Company has
adopted the Hellenic Corporate Governance Code for companies with securities listed on the
stock market, which was issued in June 2021 by the Hellenic Corporate Governance Council
("ESED").
This corporate governance statement (hereinafter "Statement") is prepared in accordance with
Law 4548/2018, Articles 1-24 of Law 4760/2020 and the Hellenic Corporate Governance Code
of the ECHR (hereinafter "KED"), and has the following content:
A. Declaration of Compliance with the Corporate Governance Code ("KED").
B. Deviations from the Corporate Governance Code ("KED") - Justification.
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C. Board of Directors - Eligibility policy of the members of the Board of Directors - Committees
D. General Meeting - Shareholders' rights.
E. Internal control system - Risk management procedures.
F. Diversity policy.
G. Related party transactions.
A. Declaration of compliance with the Corporate Governance Code ("KED")
The Company has adopted the Hellenic Corporate Governance Code of the Hellenic
Corporate Governance Council ("KED"), for companies with securities listed on the stock
market, except for the discrepancies explained in the corresponding section (Deviations from
the Corporate Governance Code) "( Justification).
The Corporate Governance Code is posted on the Company's website:
https://www.space.gr/el/corporate-governance-code.
B. Deviations from the Corporate Governance Code - Justification.
The Company has adopted the Corporate Governance Code of the Hellenic Corporate
Governance Council ("KED") and complies with its practices with the following deviations,
taking into account the characteristics, structure and size of the Company and the market in
which it operates, for which explanation is provided.
PART A - BOARD OF DIRECTORS
1. FIRST UNIT - ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
In this section and regarding the mandatory provisions, the framework of Law 4548/2018 is
mentioned and especially of articles 86 par. 1, 87 par. 3, 96 par. 1, 4 par. 1 and par. 2 thereof
and regarding the provisions on the responsibilities of the board of directors, the qualities and
the division of responsibilities both at the stage of establishment of the company and later
(different distribution of qualities between the members of the board of directors), the
obligations of the members of the board of directors and third parties in which powers may be
delegated by the board of directors and in connection with the corporate interest and the
obligations of supervising the decisions of the board of directors and informing its other
members about the corporate affairs, the definition and supervision of the corporate
governance system and its evaluation ( periodically every three {3} financial years) in terms of
its implementation and effectiveness, with appropriate action and ensuring the adequacy and
effectiveness of the Company's internal control system.
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The section also includes SPECIAL PRACTICES with no. 1.6. - 1.9. and 1.10. - 1.17 in which the
Company complies with the following differences - explanations taking into account the
structure of the Company's management and its representation in accordance with the
delegation of responsibilities announced in the General Commercial Register (GEMI), i.e. the
representation by four executive members of the board separately with the right to sign up to
one transaction limit and beyond this limit with the right to sign the executive chairman of the
board and one of the remaining four executive members (i.e. two signatures) or a special
decision of the board . The peculiarities of the market in which the Company operates are also
taken into account, i.e. the information and communication technologies that are constantly
evolving with the constant changes in the digital environment through the evolution of
technology and the needs in technology on an ongoing basis.
In this context and with regard to SPECIAL PRACTICE no. 1.9. The Company formulates the
conflict of interest policy in the internal operating regulations that it has prepared in
accordance with the applicable provisions and in compliance with the legislation on corporate
governance. In this way, a practice is formed within the operating regulations for the purpose
of transparency and information and the stable structure of corporate governance in the
corporate environment. In the context of the corporate operation, the evaluation of these
practices is done as part of the periodic (at least after the end of each corporate year)
examination of the regulations of the internal operating regulations to ensure their effectiveness
by the competent departments of the Company by making suggestions to management.
Board of the Company.
The responsibilities of the CEO of the Company and of any Deputy Chief Executive Officer
(SPECIAL PRACTICE 1.11.) Are defined in terms of his capacity as an executive member of the
board of directors and as a description in the internal operating regulations of the Company.
Regarding the SPECIFIC PRACTICE 1.13., and as part of the market in which the company
operates and the constant changes in the digital environment that requires constant
monitoring of developments and changes in technology that affect their commercial
management by the Company, the board meets regularly in the context of corporate
governance and transparency service, with the presence of its non-executive members. In the
context of the meeting of the board of directors for the discussion regarding the
recommendation of the board of directors to the annual regular general meeting of the
Company shareholders, a discussion is held for the actions of the board of directors and
opinions are expressed regarding the evaluation of the board performance of its members as
well as proposals for the next fiscal year, with an interactive discussion, without requiring the
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special meeting of the non-executive members, which in terms of the corporate environment
are part of the structure of the operation of the board and the necessity of decision-making
through exchange of views by all members, briefing and interactive discussion. The evaluation
of the members of the board of directors is foreseen as a procedure (regular and extraordinary)
in the suitability policy of the members of the board of directors.
At the same time, regarding the corporate structure and the peculiarities of the market in which
the Company operates, as explained above, the approach followed regarding the operation
of the board of directors is its inclusion in the internal operating regulations in compliance with
the articles of association, mandatory provisions. of the law and the holding of meetings with
the aim of holding continuous meetings with the participation of all its members, transparency,
information and interactive discussion in order to serve the interests of the Company in the
constantly evolving environment of information and communication at a digital level
(explanation with regard to SPECIAL PRACTICES 1.15., 1.16. and 1.17.).
2. SECOND SECTION - SIZE AND COMPOSITION OF THE BOARD OF DIRECTORS.
The section includes sub-sections with individual mandatory provisions per chapter. Specifically,
mandatory provisions are provided per subsection for: 2.1.) The size of the board of directors,
2.2.) The composition of the board of directors, 2.3.) The succession of the board of directors
and 2.4.) The salaries of the members of the board of directors with reference to individual
provisions of Law 4706/2020, of Law 4548/2018 and in the circular 60 / 18.9.2020 of the Hellenic
Capital Market Commission for the suitability policy of the members of the Board of Directors.
Subsections 2.2.) To 2.4.) Respectively include specific practices for compliance or explanation,
namely: 2.2.) Composition of the board: the specific practices 2.2.13. - 2.2.18. and 2.2.21. -
2.2.23., 2.3.) Succession of the board of directors: the special practices 2.3.1. - 2.3.4. and 2.3.7. -
2.3.9. and 2.3.10. - 2.3.12. and 2.4.) remuneration of board members: specific practices 2.4.7. -
2.4.9. and 2.4.11. - 2.4.14.
A. Regarding subsection 2.2.) For the composition of the board of directors:
The company has a suitability policy in accordance with the provisions of law 4706/2020 and
circular no. 60 / 18-09-2020 of the Hellenic Capital Market Commission, which also includes a
section on diversity policy and criteria. Taking into account the changing market environment
of information technology and communication technologies with the continuous
developments in the labor market and employment in the digital ecosystem environment, the
Company consistently implements a long-term strategy that focuses on fundamental priorities
such as finding and retaining talent. their growth and employment prospects in a dynamic
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environment. The permanent goal is to attract competent and qualified staff, the fulfillment of
their expectations and their continuous professional development, in response to the high goals
and the dynamics of the market.
In this context it is explained in terms of SPECIAL PRACTICES 2.2.13., 2.2.14. and 2.2.15. that the
Company's diversity policy which is included in the suitability policy implements adequate
representation by gender in accordance with applicable law and the quota obligation is met,
while not limited to representation by gender but also in other criteria, while in terms of
maximum and senior managers also take into account diversity criteria, such as gender in
combination with various factors in the work environment of the specific market and, if
necessary, taking into account the environment as it is formed, discuss objectives. The selection
criteria of the members of the board of directors are included in the suitability policy as it is
formulated and concern both individual and collective suitability taking into account the
environment, social responsibility and corporate governance, and for this reason it is not
necessary to formulate another special strategy framework. However, if this is required, taking
into account the specifics of the market as presented above, the case of formulating a special
strategy is also examined (SPECIAL PRACTICE 2.2.16.). The eligibility policy includes a special
section for allocating sufficient time for board members to be able to perform their duties and
the time required is determined based on the description of the position, the role and the duties
of each member and the role and responsibilities assigned to each member of the board, the
number of positions of each member as a member of other boards and the resulting qualities
held by that member at the same time, as well as other professional or personal commitments
and conditions. Therefore, there are no special restrictions on the number of positions held as
members of the Board of Directors of the Company in other unrelated public limited
companies, in addition to those provided for the conflict of interest, but the restrictions are
limited on a case by case basis and taking into account the specific conditions of the specific
market in combination with the possibility of using electronic means in terms of time
management in the digital technology environment in which the Company operates (SPECIAL
PRACTICE 2.2.17.). The Company has an executive member of the board of directors as
Chairman. Regarding the non-executive members of the board of directors and taking into
account that the corporate governance environment was formed very recently with law
4706/2020, the Company examines on a case-by-case basis, and taking into account the
conditions of the IT and communications market, the suggestion for criteria prohibiting the
participation of non-executive members of the board of directors in the boards of directors of
more listed companies, from a number and above and if approved will be the subject of the
corporate governance statement of the next corporate year. In any case, the prohibitions
regarding the conflict of interests apply (SPECIAL PRACTICE 2.2.18.).
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Company. For the company's strategy in the changing environment of digital transformation
and ecosystem required, the Chairman of the Company’s Board of Directors is selected to be
an executive member with duties and responsibilities decided within the obligations by the
board and described in its rules of procedure. executive Chairman Executive in his duties by
executive members as defined in the Articles of Association of the Company and / or in the
minutes of the Board of Directors of the Company, related to the assignment of responsibilities
(SPECIAL PRACTICES 2.2.21. - 2.2.23.)
B. Regarding subsection 2.3.) For the succession of the board of directors:
The suitability policy of the members of the Board of Directors of the Company includes a report
on the appropriate succession plan of the members of the Board of Directors, the smooth
continuation of the management of the Company's affairs and decision-making after the
resignations of members of the Board of Directors, especially executive and board members.
The succession plan is decided by the board of directors after the recommendation of the
competent bodies in the application of the rules for corporate governance, taking into
account the individual and collective suitability and the special conditions of the IT and
communications market in the ever-changing digital transformation and ecosystem
environment. the Company is active. In this context the succession of the CEO of the Company,
is an executive member of the board of directors (SPECIAL PRACTICES 2.3.1. - 2.3.4.).
The Company operates a single committee of remuneration and nominations in accordance
with the applicable provisions with specific duties and responsibilities and especially regarding
the selection of members of the Board of Directors of the Company, in accordance with its
operating regulations, the Company's internal operating regulations and applicable law. The
Company does not have subsidiaries with shares listed on regulated markets, and it is not
considered necessary for the Company's subsidiaries to have a nomination committee, taking
into account the special market conditions that are constantly changing as well as their size in
relation to the Company. The term of office of the remuneration and nominations committee
coincides with the term of the board of directors, without being required to exceed that of the
board of Directors, while the renewal of its term of office is decided by the Board of Directors of
the Company (SPECIAL PRACTICES 2.3.7. - 2.3.9., 2.3.10. - 2.3.12.).
C. Regarding subsection 2.4.) For the remuneration of the members of the board of directors:
The Company has a remuneration policy in accordance with the provisions of Law 4548/2018
(article 110). The remuneration policy is based on the promotion of creative performance in
combination with the combination of Company's goals with the goals of stakeholders. It
motivates the members of the board to act in order to maximize the long-term financial value
of the Company and the optimal of corporate interest. The principles of corporate governance
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are taken considered distinction of members into executive and non-executive (and
independent non-executive) according to the current legislation, corporate social
responsibility. The remuneration policy is drafted following a recommendation made by an
independent member of the Company's Board of Directors with the assistance of the
Company's Chief Financial Officer, Human Resources Officer and Legal Adviser, and its review,
revision and implementation requires the same procedure The board of directors takes the
decision or in a special meeting in which the above persons are also present in order to avoid
conflict of interests. The remuneration policy is submitted for approval to the general meeting
of the Company's shareholders and has a duration of four (4) years from its approval. For the
remuneration of the executive members of the Boar Company's Board of Directors of ,the
Company there are special particular and special calculation factors in the Company's
remuneration policy e executive members Company's Board of Directors are the company's
senior executives Company. Total remuneration includes fixed and variable parts to ensure that
remuneration is linked to short-term and long-term business efficiency: For executive members,
remuneration policy covers fixed remuneration for executive members of a fixed-term or
indefinite employment relationship. time or service contract respectively and variable
remuneration to reward performance. Fixed salaries are competitive so that it is possible to
attract and retain people who have the appropriate skills, abilities and experience that the
Company needs. Maintaining competitiveness is ensured by monitoring the remuneration levels
in the Company's sector of activity at Greek and / or European level, through relevant surveys.
Along with the assessment of the severity of the position, the academic background, previous
experience and talent are taken into account in order to determine the level of fixed salaries.
Fixed earnings are the highest percentage of total earnings. The Company rewards
performance based on predetermined measurable, quantitative and qualitative, both short-
term and long-term goals. The variable salaries are related to the performance of the individual,
the management where he may be employed, but also to the Company and the group itself.
Achieving the goals at the above levels is a key component of the Company's culture, which is
oriented towards efficiency in combination with a healthy and sustainable working
environment. The amount of variable remuneration depends on performance on sever several
and qualitative criteria, namely financial results, economic indicators, retention of high-
potential employees, social responsibility, adaptation to ever-changing technological
developments in the IT and communications technology sector. (ICT). The objectives are set
each year depending on the annual budget and business plan of the company, taking into
account the annual budget and business plan of the group. Criteria are profitability, cost versus
revenue management, market conditions at home, European and international. Qualitative
criteria are also taken into account, namely: effectiveness and goal orientation, business
initiative, influence and persuasiveness, judgment and creativity, change management and
flexibility, networking, management and development of individuals. The quantitative criteria
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are determined according to each member’s role in the Company (does not concern the
independent non-executive members). The amount of variable remuneration is calculated in
the first quarter of the following year of each fiscal year and once the evaluation of the set
objectives has been completed, taking into account the current economic environment and
the prevailing market conditions.
C. Regarding subsection 2.4.) For the remuneration of the members of the board of directors:
The Company has a remuneration policy in accordance with the provisions of Law 4548/2018
(article 110). The remuneration policy is based on the promotion of creative performance in
combination with the combination of the Company's goals with the goals of stakeholders and
motivates the members of the board to act in order to maximize the long-term financial value
of the Company and the optimal of corporate interest. The principles of corporate governance
are taken into account, the distinction of members into executive and non-executive (and
independent non-executive) according to the current legislation, corporate social
responsibility. The remuneration policy is drafted following a recommendation made by an
independent member of the Company's Board of Directors with the assistance of the
Company's Chief Financial Officer, Human Resources Officer and Legal Adviser, and its review,
revision and implementation require the same procedure. The board of directors takes the
decision in a special meeting in which the above persons are also present in order to avoid
conflict of interests. The remuneration policy is submitted for approval to the general meeting
of the Company's shareholders and has a duration of four (4) years from its approval. For the
remuneration of the executive members of the Board Company's Board of Directors of the
Company there are special provisions and special calculation factors in the Company's
remuneration policy executive members of the Company's Board of Directors are the
company's senior executives. Total remuneration includes fixed and variable parts to ensure
that remuneration is linked to short-term and long-term business efficiency: For executive
members, remuneration policy covers fixed remuneration for executive members of a fixed-
term or indefinite employment relationship. time or service contract respectively and variable
remuneration to reward performance. Fixed salaries are competitive so that it is possible to
attract and retain people who have the appropriate skills, abilities and experience that the
Company needs. Maintaining competitiveness is ensured by monitoring the remuneration levels
in the Company's sector of activity at Greek and / or European level, through relevant surveys.
Along with the assessment of the severity of the position, the academic background, previous
experience and talent are taken into account in order to determine the level of fixed salaries.
Fixed earnings are the highest percentage of total earnings. The Company rewards
performance based on predetermined measurable, quantitative and qualitative, both short-
term and long-term goals. The variable salaries are related to the performance of the individual,
the management where he may be employed, but also to the Company and the group itself.
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Achieving the goals at the above levels is a key component of the Company's culture, which is
oriented towards efficiency in combination with a healthy and sustainable working
environment. The amount of variable remuneration given depends on performance on a
number of quantitative and qualitative criteria, namely financial results, economic indicators,
retention of high-potential employees, social responsibility, adaptation to ever-changing
technological developments in the IT and communications technology sector. (ICT). The
objectives are set each year depending on the annual budget and business plan of the
company, taking into account the annual budget and business plan of the group. Criteria are
profitability, cost versus revenue management, market conditions at home, European and
international. Qualitative criteria are also taken into account, namely: effectiveness and goal
orientation, business initiative, influence and persuasiveness, judgment and creativity, change
management and flexibility, networking, management and development of individuals. The
quantitative criteria are determined according to the role that each member has undertaken
in the Company (does not concern the independent non-executive members). The amount of
variable remuneration is calculated in the first quarter of the following year of each fiscal year
and once the evaluation of the set objectives has been completed, taking into account the
current economic environment and the prevailing market conditions.
The percentages of variable remuneration are recorded as a percentage of fixed
remuneration. Depending on the achievement of its quantitative and qualitative objectives,
the Company decides to distribute variable remuneration equal to a percentage of the total
annual fixed remuneration. In each individual case the variable remuneration does not exceed
100% of the annual fixed remuneration. The payment of variable salaries aims to mobilize
towards the achievement of corporate goals and maintain the competitiveness of the
Company. The remuneration report includes a special section for the total remuneration of the
members of the board of directors paid in the annual financial year and a table with the fixed
remuneration, the variable remuneration and the remuneration of the meetings of the board
of directors and by category and in total. The audit committees and remuneration &
nominations are committees of the board of directors and no additional remuneration is paid
(SPECIAL PRACTICES 2.4.3., 2.4.4., 2.4.5.).
The Joint Remuneration and Nominations Committee, which is a board of directors, consists of
non-executive and independent non-executive members. The Chairman of the Board of
Directors of the Company is an executive member. The committee has been established in
accordance with the provisions of law 4706/2020 and its term is recent. The Chairman of the
remuneration and nominations committee is elected by the Board of Directors of the Company
by evaluation of educational and professional qualifications, without being limited to his
previous term in the committee at least as a member (SPECIAL PRACTICE 2.4.7.).
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Its responsibilities are defined by Law 4706/2020 (articles 11 and 12 respectively) and in its
operating regulations and are included in the internal operating regulations of the Company.
Pursuant to articles 109 to 112 of Law 4548/2018, the remuneration and candidacy committee:
a) makes proposals to the Board of Directors of the Company regarding the remuneration
policy submitted for approval at the general meeting, in accordance with paragraph 2 of
article 110 of Law 4548/2018, b) formulates proposals to the Board of Directors of the Company
regarding the remuneration of persons falling within the scope of the remuneration policy, in
accordance with Article 110 of Law 4548/2018, and regarding remuneration of the main
executives of the Company, in particular the head of the internal control unit, c) examines the
information included in the final draft of the annual salary report, providing its opinion to the
Board of Directors of the Company, before submitting the report to the general meeting , in
accordance with article 112 of law 4548/2018, d) identifies and proposes to the board of
directors of the Company persons suitable for the acquisition of the status of the member of the
board of directors, based on a procedure provided in its operating regulations, in accordance
with the factors and criteria determined by the Company and the suitability policy it adopts.
The remuneration and nomination committee uses any resources it deems appropriate, to fulfill
its purposes, including services by external consultants and submits to the board of directors, for
incorporation in the corporate governance statement of the Company, a report describing its
work and mentioning the number of meetings during the year (SPECIAL PRACTICES 2.4.8. and
2.4.9.).
The term of office of the remuneration and nominations committee coincides with the term of
office of the board of directors, without being required to exceed that of the board of directors,
while the renewal of its term of office is decided by the board of directors of the Company.
According to the rules of procedure of the committee, the committee uses any resources it
deems appropriate for the fulfillment of its purposes, including services by external consultants.
In the latter case, the assignment of the services to an external consultant as well as the amount
of the external consultant's fee for the services he will provide to the Company, must have been
previously approved by a decision of the Board of Directors of the Company which ratifies the
relevant proposal submitted to it by the committee. The committee, before submitting a
proposal to the board for the outsourcing of services from an external consultant, has
adequately studied the offers and has evaluated the candidates for external consultants. After
the approval of the assignment by the board of directors, the committee is responsible for
monitoring and coordinating the work of the external consultant, while it must inform the Board
of Directors of the company for any event related to the assignment that is, at its discretion. of
the committee, essential. The Remuneration and Nominations Committee is a board of directors
and is responsible for remuneration, for making recommendations to the board on
remuneration policy, for remuneration of persons falling within the scope of remuneration
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policy, and for remuneration. Company's executives, in particular the head of the internal
control unit and for the examination of information obtained in the final draft of the annual
salary report, providing an opinion to the board of directors before submitting the report to the
general meeting of the Company shareholders in accordance with article 112 of Law 4548/2018
(SPECIAL PRACTICE 2.4.11. And 2.4.12.).
SPECIFIC PRACTICE 2.4.13 .: The maturation of the options of the executive members of the
Board of Directors of the Company is examined by the Board of Directors of the Company if
deemed necessary and after a suggestion of the competent bodies, as appropriate and taking
into account the factors in the IT and communications market and in the environment of digital
transformation and digital ecosystems in which the Company operates.
The responsibility of the members of the board of directors of the Company is defined in article
102 of law 4548/2018 (SPECIAL PRACTICE 2.4.14.).
3. THIRD UNIT - FUNCTIONING OF THE BOARD OF DIRECTORS..
The section includes sub-sections with individual mandatory provisions per chapter. Specifically,
mandatory provisions are provided per subsection for: 3.1.) The Chairman of the Board of
Directors, 3.2.) The Corporate Secretary and 3.3.) The evaluation of the Board of Directors / CEO
succession of the Board of Directors and 2.4.) The remuneration of the members of the Board of
Directors with reference to individual provisions of law 4548/2018 (article 89 par. 1 and par. 3,
the circular 60 / 18.9.2020 of the Hellenic Capital Market Commission on the suitability policy of
the members of the board of directors and law 4706/2020 (article 3 par. 1 and par. 3).
The above subsections also include specific practices for compliance or explanation, namely:
3.1.) Chairman of the Board: the specific practices 3.1.3. - 3.1.5., 3.2.) Corporate secretary:
special practices 3.2.1. - 3.2.2. and 3.3.) Evaluation of the board of directors / managing
director: the specific practices: 3.3.1. - 3.3.5., 3.3.7. - 3.3.9., 3.3.10. - 3.3.16.
A. Regarding subsection 3.1.) For the Chairman of the Board:
The Chairman of the Board of Directors is an executive member and in his duties reference is
made to the internal operating regulations of the Company. Regarding SPECIFIC PRACTICE
3.1.3. It is explained that the Chairman of the Board of Directors leads the management of the
Company, is in charge according to the organization chart of all the Company's managements
and in collaboration with the CEO implements the Group's strategy. Convenes the meeting of
the board of directors, determines the items on the agenda, chairs the meetings of the board
of directors and cooperates with the managing director to ensure the implementation of the
decisions of the board of directors, while overseeing the information and support to the board
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members board. The shareholder service unit and corporate announcements are responsible
for the immediate, accurate and equal information of the shareholders, as well as for their
service regarding the exercise of their rights based on the law and the Articles of Association of
the Company. Relevant description for the structure and the object of the shareholder service
unit and corporate announcements is included in the internal operating regulations of the
Company (SPECIAL PRACTICE 3.1.4.).
B. Regarding subsection 3.3.) For the evaluation of the board of directors / managing director:
In accordance with the suitability policy of the members of the Board of Directors of the
Company, the Company continuously monitors the suitability of the members of the Board of
Directors (individual and collective) both at regular level (regular evaluation) and
extraordinarily. According to the rules of procedure of the Remuneration and Nomination
Committee, the committee uses any resources it deems appropriate to fulfill its purposes,
including services by external consultants. In the latter case, the assignment of the services to
an external consultant as well as the amount of the external consultant's fee for the services he
will provide to the Company, must have been previously approved by a decision of the Board
of Directors of the Company which ratifies the relevant proposal submitted to it by the
committee. The committee, before submitting a proposal to the board for the outsourcing of
services from an external consultant, has adequately studied the offers and has evaluated the
candidates for external consultants. After the approval of the assignment by the board of
directors, the committee is responsible for monitoring and coordinating the work of the external
consultant, while it must inform the Board of Directors of the company for any event related to
the assignment that is, at its discretion. of the committee, essential. The remuneration and
nominations committee of the Company is responsible, in terms of nominations, for finding
suitable persons for the acquisition of the status of member of the board of directors based on
the selection procedure provided in its regulations (SPECIAL PRACTICE 3.3.3. - 3.3.6 .).
The suitability policy is prepared and approved by the Board of Directors of the Company and
then submitted for approval to the general meeting of shareholders of the Company and
posted on the Company's website. Amendments to the eligibility policy shall be approved by
the Governing Board and, if relevant, shall be submitted to the General Assembly for approval.
The nomination committee, the internal control unit, as well as the organizational units related
to the subject (such as human resources and / or the legal service) can provide an effective
contribution in shaping and monitoring the suitability policy. In accordance with the Company's
Rules of Procedure and the Rules of Procedure of the Remuneration and Nominations
Committee, the committee, with regard to the nominations, has the responsibilities of finding
suitable persons to acquire the status of a member of the Board of Directors based on the
selection procedure of Article 2. of the regulation of the committee and taking into account
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the criteria provided in the Company's suitability policy. In accordance with the suitability policy
of the members of the Board of Directors of the Company, the individual and collective
suitability is evaluated and in this context the Company continuously monitors the suitability of
the members of the Board of Directors, especially to identify, in the light of any new event, which
it is deemed necessary to re-evaluate their suitability. In addition to the above regular
assessment of the suitability of the members of the Board of Directors, the suitability of a member
or members thereof shall be assessed on an ad hoc basis, in particular in the following cases:
(b) in the event of a significant effect on the reputation of a member of the Management
Board; interests of the Company. Monitoring the implementation of the suitability policy is the
responsibility of the Board of Directors of the Company. This process is assisted by the Company's
internal control unit, the nominations committee and the secretary of the board of directors,
where appropriate. The annual corporate governance statement of the Company includes a
relevant report (SPECIAL PRACTICE 3.3.7 - 3.3.10.). The participation of the members in the
meetings of the board of directors is active. Publication of details in the corporate governance
statement is not required. The remuneration report of the board of directors (article 112 L.
4548/2018) provides a table for the total remuneration paid to the board of directors and
includes the remuneration of the meetings of the members of the board of directors according
to the remuneration policy, per member and aggregate ( SPECIAL PRACTICE 3.3.11.).
The evaluation of the managing director, executive member of the board of directors, as well
as the other members of the board of directors is done in the context of the meeting of the
board of directors for the discussion on the recommendation of the board of directors to the
annual general meeting of the Company shareholders, interactive discussion. The remuneration
of the managing director is determined in accordance with the remuneration policy (SPECIAL
PRACTICE 3.3.12.).
In accordance with the suitability policy of the members of the Board of Directors of the
Company, the candidate members of the Board of Directors before taking office are informed
about the culture, values and general strategy of the Company and the principles of corporate
governance, so that they know as much as possible. Also, all members of the board of directors
are informed during their term of office by the secretary of the board of directors on matters
concerning the Company (SPECIAL PRACTICE 3.3.13.).
The evaluation of the committees of the Company is done by the members of the Committees
with an interactive discussion (SPECIAL PRACTICE 3.3.14.).
In the context of the meeting of the board of directors for the discussion regarding the
recommendation of the board of directors to the annual regular general meeting of the
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Company shareholders, a discussion is held for the actions of the board of directors and
opinions are expressed regarding the evaluation of the board performance of its members as
well as proposals for the next fiscal year, with an interactive discussion, without requiring the
special meeting of the non-executive members, which in terms of the corporate environment
are part of the structure of the operation of the board and the necessity of decision-making
through exchange of views by all members, briefing and interactive discussion. The evaluation
of the members of the board of directors is foreseen as a procedure (regular and extraordinary)
in the suitability policy of the members of the board of directors. As part of the process and
because the Company's committees are committees of the board of directors, the corporate
governance statement does not include a brief description of the individual and collective
evaluation process of the board of directors, committees, and a summary of any findings and
corrective actions. .15. - 3.3.16.).
PART B - CORPORATE INTEREST
4. FOURTH UNIT - OBLIGATION OF FAITH AND CARE..
This section includes the mandatory provisions of article 96 par. 1 of law 4548/2018 and article 5
par. 3 of law 4706/2020. Specific practices for compliance or explanation are also mentioned
for which the following explanations are given:
In accordance with the policy of suitability of the members of the Board of Directors of the
Company, all members of the Board of Directors actively participate in the meetings and make
their own correct, objective and independent decisions and judgments in the performance of
their duties, taking into account suggestions or opinions. independent bodies or committees
that operate in the Company in accordance with the law and are formulated, if required, in
the meetings of the board of directors (SPECIAL PRACTICE 4.3.). The members of the board of
directors ensure that they are not absent from the meetings without a justified reason (SPECIAL
PRACTICE 4.4.). According to the eligibility policy, all actual and potential conflicts of interest at
the board level are adequately communicated, discussed, documented, decided upon and
properly managed (i.e., the necessary measures to reduce conflicts of interest are taken). Other
professional commitments of the members of the board of directors (including significant non-
executive commitments in companies and non-profit institutions) are evaluated after their
notification in the evaluation process of the candidate members and henceforth in the
evaluation of the board of directors, according to the policy. SPECIAL PRACTICE 4.5.).
5. FIFTH MODULE - SUSTAINABILITY.
The promotion of the corporate interest and the competitiveness of the company is part of the
special conditions of the market of information and communication technologies in which the
Company operates and in the constantly changing environment of digital ecosystems and is
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therefore connected with many constantly changing factors and conditions and in domestic
European level (SPECIFIC PRACTICE 5.2.). The Company monitors the ESG information disclosure
guide of the Athens Stock Exchange, as in force, and in the context of the annual financial
report includes in the non-financial information and modules for its performance in matters of
environment, social activity and corporate governance, in relation to the AthexESG index and
if it meets the relevant criteria (SPECIAL PRACTICES 5.3., 5.7., 5.10.). The Company complies with
the legislation on corporate governance and complies in this context with its obligations
(SPECIAL PRACTICES 5.4. - 5.8.). The executive management of the Company is informed by its
competent bodies of the developments in new technologies and in the environmental issues
and for the procedures of integration of the changes in the corporate environment if required
and after the formulation of a suggestion (SPECIAL PRACTICE 5.9.).
PART C - INTERNAL CONTROL SYSTEM
6. SIXTH MODULE - INTERNAL CONTROL SYSTEM.
This section includes mandatory provisions of Law 4706/2020 and, in particular articles 2 par. 7,
4 par. 3, 13 par. 1a, 15 par. 1, 16 par. 1aa, of the decision of the Board of Directors of the Hellenic
Capital Market Commission 1 / 891 / 30.9.2020 and the circular 60 / 18.9.2020 of the Hellenic
Capital Market Commission. SPECIAL PRACTICES are included 6.8. and 6.9. for compliance or
explanation for which the following explanations are given:
Pursuant to the new Rules of Operation of the Internal Audit Unit, the Internal Audit System
includes the above, and refers to them and complies with the Decision of the Hellenic Capital
Market Commission with No. A. 1/891 / 30.09.2020 (Government Gazette 4556 / 15.10.2020),
which specifies the provisions of the case (j) of paragraph 3 and paragraph 4 of article 14 of
Law 4706/2020, regarding the evaluation of the Internal Control System (IAC) and sets out the
obligation to develop an Internal Control System framework, which is that of the "Internal
Control System Integrated Framework" (Internal Control System Integrated Framework) and
proposed by the COSO Commission, referred to in point 68 of the KED issued by the Hellenic
Capital Market Commission.
The Control Environment is the component that sets the "tone" in the Company, i.e. the board
of directors - top management, at all levels of the Company as well as to any external partners,
in order to indicate the importance of integrity and ethics. ethical values - through their
instructions, actions and behavior - to support the functionality of the Internal Control System. In
case of deviation at any level of the Company, it sets procedures, which will evaluate the
SPACE HELLAS S.A.
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70
efficiency of individuals and working groups, and will recognize these deviations, compared to
the expected Rules of Operation.
The Control Environment is essentially the sum of many sub-elements that determine the overall
organization and the way of management and operation of the Company.
The review of the Control Environment includes in particular the following:
Integrity, Ethics & Management Behavior: Examines whether a clear framework of integrity &
ethics governing board decisions has been developed, and whether follow-up procedures are
in place to ensure that any discrepancies are identified and corrected. suitably.
Organizational Structure: Examines whether the organizational structure of the Company
provides the framework for the planning, execution, control and supervision of corporate
operations through an organization chart for all its business units and operational activities
according to which the main areas of responsibility are delimited within the Company and the
appropriate reference lines are established, depending on the size of the Company and the
nature of its operations.
Board of Directors: Examines the structure, organization and mode of operation of the Board of
Directors and its committees: in particular as regards the following issues: of the composition of
the board of directors (e.g. size, suitability and diversity of the members of the board of directors,
etc.).
Corporate Responsibility: The operation of the top executive management is examined and
the way in which it establishes, under the supervision of the board of directors, the appropriate
structures, reference lines, areas of responsibility and competence to achieve the goals of the
Company.
Human Resources: The practices of recruitment, remuneration, training and evaluation of staff
performance are examined as an indication in order to demonstrate the commitment of
management to the principles of integrity, ethical values and cognitive competence of staff).
Therefore, similarly, point 69 of the SPECIAL PRACTICES has been provided for what it will include
and what it refers to in the Rules of Procedure of the Internal Audit, as updated.
In both SPECIAL PRACTICES, a relevant provision has been made since the update of the Rules
of Procedure of the Internal Audit, as the direction of the Capital Market is the COSO
Framework, which is clear and clearly defines the Internal Audit System.
SPACE HELLAS S.A.
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71
PART D - SHAREHOLDERS, INTERESTED PARTIES
7. SEVENTH UNIT: GENERAL ASSEMBLY.
This section includes mandatory provisions of articles 116 and 113 par. 1 and par. 2 of law
4548/2018. Specific practices are included for which the following are explained:
The general meeting of the Company's shareholders is held in accordance with the applicable
provisions and in relation to the shareholders' rights and the minority rights and with the aim of
serving its interests. The invitation to the general meeting includes the information required by
law 4548/2018 and is published in the manner provided by law for companies with shares listed
on the Athens Stock Exchange. To the extent that the shareholders' questions regarding the
issues of the agenda are not answered during the meeting of general meeting, the Company
may request their submission in writing and reserve their answer after the end of the meeting,
always taking into account the rights. of minority shareholders, as defined in Law 4548/2018
(SPECIAL PRACTICES 7.4. - 7.6.).
8. EIGHTH UNIT: PARTICIPATION OF SHARHOLDERS.
This section includes the mandatory provisions of articles 13 par. 1c and 141 par. 6 of law
4548/2018 and special practices for which the following explanations are given:
The Company fulfills its obligations regarding the information of the shareholders and the access
to the information, without discrimination, taking into account the legislation for the protection
of personal data, for the privacy and in the direction of serving the interests of the Company.
All the information required by the current legislation in accordance with the current legislation
(both Law 4706/2020 and Law 4548/2018) is posted on the Company's website and there is a
special section "Investors" for the information of investors. The Company has also provided for
the direct communication of the shareholders with the shareholder service unit with the
possibility of sending an e-mail, in addition to the other means of communication. For the ways
of communication of the shareholders with the Company there is a special category in the
frequently asked questions in the section "Investors" on the website of the Company (SPECIAL
PRACTICES 8.3. - 8.5.).
9. NINTH MODULE: INTERESTED PARTIES.
In this section there are no mandatory provisions, while there are special practices to comply
with or explain for which the following explanations are given: The Board of Directors is
responsible for deciding on any action concerning the management and representation of the
Company, the management of its assets and in the general pursuit of the business purpose of
SPACE HELLAS S.A.
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72
the Company. In this context and taking into account the specific market conditions of
information technology and communication technologies in which the Company operates
and the ever-changing digital environment of digital ecosystems, the Company communicates
with its customers and suppliers, companies, scientific, educational and academic institutions,
media information on issues related to the Company's activities is done mainly through the use
of electronic media and social media, in a dynamic environment, while communication with
shareholders is provided specifically in the previous section (SPECIAL PRACTICES 9.1. and 9.2.).
C. Board of Directors - Eligibility policy of the members of the Board of Directors - Committees.
C.1. Composition of the board of directors.
The board of directors, as the supreme governing body of the Company, is responsible for
deciding on any action concerning the management of the Company, the management of
its assets and the general pursuit of its purpose.
The Board of Directors that manages the Company has nine members and consists of five (5)
executive members, one (1) non-executive and three (3) independent non-executive
members.
The independent with executive members are not less than one third (1/3) of the total number
of its members and in any case they are not less than two (2).
A different person is elected to the Board of Directors as Chairman and a different person as
CEO. The Chairman of the Board of Directors of the Company is its executive member, and in
compliance with article 8 par. 2 of Law 4706/2020, the Board of Directors of the Company has
appointed a Vice Chairman from among its non-executive members.
The following is a table with the members of the Board of Directors from 01-01-2022 to 31-12-
2022, their status - as executive, non-executive or independent, as determined by the general
meeting or the board of directors - and the position of each member, the term of office of each
member (including the expiration date) as well as information on the number of shares of the
Company held by each member of the board of directors (as at 31-12-2022):
Name
Position
Start of office(orre-
election date)
End of office
Number of
Shares
Spyridon D.
Manolopoulos
Chairman - executive
member
18/6/2020
10/9/2026
1.112.527
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73
Panagiotis Chr.
Mpellos
VicePresident –
Executive member
18/6/2020
10/9/2026
1.088.546
Ioannis A.
Mertzanis
Chief Executive
Officer–Executive
member
18/6/2020
10/9/2026
67.806
ΙIoannis A.
Doulaveris
Exceutive member
18/6/2020
10/9/2026
70.996
Anastasia K.
Paparizou
Exceutive member
18/6/2020
10/9/2026
0
Theodoros N.
Chatzistamatiou
Vice president – Non
Exceutive
member
18/6/2020
10/9/2026
29.796
EmmaouilI.
Chatiras
Independent Non
exceutive member
18/6/2020
10/9/2026
0
Theodoros Th.
Gakis
Independent Non
exceutive member
18/6/2020
10/10/2022
(resigned)
0
Anna S. Kalliani
Independent Non
exceutive member
13.05.2021
10/9/2026
0
Irinaios G.
Theodorou
Independent Non
exceutive member
10/10/2022
10/9/2026
(undertheconditionofvali
dation of his
appointment by the
General Assembly
0
Changes in the composition of the board of directors during the year 2022:
• Mr. Theodoros Gakis, independent non-executive member of the board of directors,
submitted his resignation on 03.10.2022, with effect from 10.10.2022.
• On 10.10.2022 the company's board of directors appointed Mr. Irenaios Theodorou as
its new independent non-executive member to replace the resigned independent non-
executive member Mr. Theodoros Gakis, temporarily until the next general meeting of
the Company's shareholders which will decide for the assignment of the status of
independent non-executive member to Mr. Irinaios Theodorou, who was appointed by
the board of directors, either to another existing member or to a new member that the
general meeting will elect, in accordance with the current provisions.
Below are the CVs of the persons who were members of the Board of Directors during the
corporate year 2022, from which it appears that the Board of Directors of the Company has, at
the individual and collective level of its members, the knowledge, skills, experience and
experience required for the exercise of its responsibilities in accordance with the Company
SPACE HELLAS S.A.
Annual Financial Report 2022
74
appropriateness policy that entered into force in accordance with the applicable provisions,
including the achievement of adequate representation by gender, the business model and the
strategy of the Company. The CVs of the current members are also posted on the Company's
website: https://www.space.gr/el/team.
It is noted that the board of directors with its decision of 27.03.2023, i.e. before the publication
of the company's annual financial report, in accordance with the provisions of article 9 par. 3
of Law 4706/2020, after reviewing the fulfillment of the criteria of independence in accordance
with article 9 par. 1 and 2 of Law 4706/2020 in the person of its independent non-executive
members, unanimously found that all independent non-executive members of the Company's
board of directors meet the independence criteria of article 9 par. 1 and 2 of Law 4706/2020
and for the financial year 1/1/2022 – 31/12/2022.
Spyridon Manolopoulos, Executive Chairman
Spyros D. Manolopoulos was born in Athens in 1976. He is a graduate of Douka Schools, a
graduate of the Law School of the National and Kapodistrian University of Athens and holds a
postgraduate degree in International Commercial Law (LL.M. London). (KCL) of the University
of London. His professional activity began in the law firm "Fortsakis, Diakopoulos, Mylonogiannis
and Associates" as a practicing lawyer. He then practiced law, maintaining a private law firm
and as a business legal consultant, gaining experience mainly in commercial law and public
procurement. He worked as a legal advisor at the Space Hellas group from 2005 to 2011. From
2011 he assumed the position of Executive Vice President and since July 2013 he has been the
Executive Chairman.
Panagiotis Bellos, Executive Vice President
Born in Athens in 1972. Graduated from DEREE COLLEGE - American College of Greece in 1997
with a degree in Business Administration and Marketing. In 1996, in parallel with his studies, he
started working as a trainee in the then newly established Marketing Department of Space
Hellas. In 2002 he pioneered the establishment of the company of the group Space Vision SA,
which specializes in offering complete audiovisual solutions to companies and professionals and
undertakes its operation in the capacity of General Manager. In 2012 it is decided that Space
Vision will join the technological solutions of Space Hellas, so he undertakes to integrate the
audiovisual solutions in the Offering of the parent company as a new product team while at
the same time handling the reorganization of the Marketing and Business Development
Department of the Group, from the position of Director. Simultaneously with his capacity as
Chief Marketing Officer of the group, in 2013 he joined the Executive Board of Space Hellas.
Ioannis Mertzanis, Chief Executive Officer - Executive Member
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75
Dr. Ioannis Mertzanis is a graduate of the National Technical University of Athens (1985-1990) of
the Department of Electrical & Computer Engineering and holds an MSc degree in Telematics
with distinction from the University of Surrey in the United Kingdom. Chamber. He also holds a
PhD (1995-1999) in QoS provisioning in Broadband Satellite Multimedia Networks from the same
University, with a scholarship from the Center for Communications Systems Research. He started
his professional career in 1987 in the company Mikrologiki, working in the repair and assembly
of computers and in customer service. In the period 1990-1991 and 1992-1993 he worked as a
research associate at the Mobile Radiocommunications Laboratory of the NTUA in the ESPRIT
and ACTS research programs on wireless and mobile communications, as well as participated
in the radio coverage studies conducted for the first time in Greece, for Panafon . In 1994-1995
he worked at G-Systems in the application development and systems department of HP test &
measurements as Product Manager of the HP-VEE platform and Sales Support Software
Engineer. Between 1995 and 1999, during his doctoral dissertation, he worked at the Center for
Communication Systems Research (CCSR) at the University of Surrey, as a research associate
and project manager. He was responsible for the management and technical execution of a
large number of European and National (UK) projects in the area of satellite broadband
networks, starring in issues related to the evaluation of the performance of 3G networks and the
simulation of multimedia applications. From 1997 to 1998 he was an advisor to the evaluation
committee of Inmarsat HORIZONS as an expert of SATCONSULT, UK. During his work at CCSR he
undertook consulting studies on behalf of DERA (Defense Evaluation and Research Agency UK).
He started at Space Hellas in 1999 as Project Manager as a scientific officer in European and
national development programs, and in the development of new services and products. In
2001 he took over as Director of Research and Technological Development of the Space Hellas
group with the main role of coordinating the research activity of the group, aiming at the
development of innovative solutions and services. In 2003 he took over as General Manager of
Space Net, a subsidiary of the Space Hellas group which specialized in the field of
telecommunications, telematics and the development of high technology applications. In mid-
2005, he took over the position of General Manager of Services and Applications of Space
Hellas and became an executive member of the Board of Directors of the Company, where he
remains to this day. From this position he contributed decisively to the reorganization and
transformation of the group in the field of System Integration, as well as its expansion abroad. In
July 2013 he took over the position of Executive Vice President & COO, while since June 2015
he holds the position of CEO of the Space Hellas group. Dr. Ioannis Mertzanis has more than 30
publications in international scientific journals and conferences and has participated in the
studies of the International Organization for Standardization (ETSI) for Broadband satellite
multimedia networks. He has been Vice President of the Advanced Satellite Mobile Systems
Task Force (ASMS-TF), an expert at the European Commission and a reviewer of IEEE, IJSC and
ETRI scientific books.
SPACE HELLAS S.A.
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76
Ioannis Doulaveris, Executive Member
He was born in 1968 in Athens. He is a graduate of the Department of Applied Informatics of
the Athens University of Economics and Business (ASOEE) with a specialization in Finance and
holds a master's degree, "MSc in International Business and Finance" from the University of South
Bank London. He is a member of the Economic Chamber of Greece and holds a license as a
First Class Tax Accountant. He has been working at Space Hellas since 1998 in various positions
of responsibility and since December 2007 he has held the position of General Financial
Manager of the Group. In July 2012 he joined the Board of Directors of Space Hellas as an
Executive Member. He has many years of professional experience in the field of Financial
Management and Financial Analysis and Strategy.
Anastasia Paparizou, Executive Member
He was born in 1962 in Melitaia Domokou. He is a graduate of Economics of the National &
Kapodistrian University of Athens as well as of the Higher Education Institution of Piraeus,
Department of Accounting & Finance. He is a member of the Economic Chamber of Greece.
She has been working for Space Hellas since 1987. She holds the position of Warehouse
Accounting & Costing Manager. In August 2017 he joined the Board of Directors of Space Hellas
as an executive member. Has many years of professional experience in Accounting, Costing
and Financial implementation.
Theodoros Chatzistamatiou, Vice President - Non-Executive Member
Mr. Theodoros Chatzistamatiou was born in Athens on 3-7-1949. He is a graduate of the
Department of Mathematics of the University of Athens (1973) and of NCSR Democritus (degree
of Analysis and Programming (1973), while in the period 1975-1976 he studied analysis and
programming. In 1977, he served as Chief Payroll Officer in the Naval General Staff of the
Ministry of National Defense, with responsibility for planning and analysis. name: Hellenic
Informatics Systems SA, a subsidiary of ETVA and assuming the position of administrator of the
Mediterranean Integrated Program (IMP) IT achieved the absorption of IMP to reach 97% within
two years (from 13%). In 1993 he was secretary at the General Secretariat of Information Systems
of the Ministry of Finance. In the period 1994-1999 he held the position of director in the
Hydrographic Service. In the period 1999-2006 he was the president of ISCHYS A.E.L.D.E. In the
period 2000-2012 he was president and CEO of Master Hellas Consulting SA. In the period 2009-
2013 he was chairman of the board of directors of DEFKALION SA He is the author of the book:
"Learning COBOL Language" (1982) and his articles have been published in industry and daily
press (1983-1992). He also has many years of educational experience in computer science, as
in the period 1981-1987 he was a professor of computer languages at the School of Computer
SPACE HELLAS S.A.
Annual Financial Report 2022
77
Programming of the Ministry of National Defense. He has participated in a number of complex
IT projects. He is fluent in English. From 17-03-2016 he was an independent non-executive
member of the Board of Directors of Space Hellas.
Emmanuel Hatiras, Independent Non-Executive Member
Manos Hatiras was born in Athens on 03-08-1977. He is a recognized executive with proven
know-how and business experience with significant financial success in London and New York.
His experience in building new business ideas in multinational organizations gives him an
invaluable knowledge of how international companies operate. Today he is the CEO & Co-
Founder of CURITY PHARMA S.A. (former HEXO MED S.A.). He has over 15 years of experience in
investment management and financial experience. From 2009 to 2019 he excels at Deutsche
Bank in London. He started his career at Deutsche Bank as Head of Hedge Funds Research and
Investment at Corporate & Investment Bank. In 2013 he transferred to the capital management
department of Deutsche Bank as the Global Head of Hedge Funds. Since 2016 he has been the
Chief Executive Officer - Global Head of Multi-Asset Products, at the Corporate & Investment
Bank of Deutsche Bank and a Member of the Executive Committee of Global Investment
Solutions. Under Mr. Hatiras' leadership, his team was directly responsible for managing $ 12
billion and had been repeatedly recognized as the Best Overall Investment Platform. Prior to
joining Deutsche Bank, he was Credit Agricole's Chief Research Officer for European Holdings
and a member of Credit Agricole's Investment Committee. He began his professional career in
2004 in New York as a hedge fund analyst at Lyra Capital LLC. During his financial career he
was involved in most markets including the IT market having analyzed Hedge Funds investments
in the IT field. He is the author of academic and practical articles with papers published by Wiley
Publications as well as The Journal of Alternative Investments. He holds an MBA from the
University of Massachusetts in the USA. and a bachelor's degree in Economics and IT
Management from the University of Maine in the USA where he graduated with honors.
Theodoros Gakis, Independent Non-Executive Member
Born in Athens in 1980, Thodoris graduated from the Athens University of Economics and Business
in 2002. In 2004 he started working as a trainee auditor at PricewaterhouseCoopers (PwC),
located in Greece, while obtaining his master's degree in Accounting and Finance from the
Athens University of Economics and Business (AUEB). In 2013 he obtained the license of Certified
Public Accountant in Greece, having completed the professional qualification courses of the
Certification Body of the Hellenic Association and the relevant work experience. He has
participated in more than 100 audit and consulting projects for both domestic and international
clients, covering a huge variety of industrial sectors (Technology & Telecommunications,
Industry, Gas, Real Estate, Shipping, Construction, Hospitality and Leisure). In 2020 he joined the
SPACE HELLAS S.A.
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78
Board of Directors of Space Hellas, as an independent non-executive member and holds the
position of Chairman of the Audit Committee.
Anna Kalliani, Independent Non-Executive Member (from 13.05.2021)
Ms. Anna Kalliani has been President of the Hellenic-British Chamber of Commerce since 2017,
having been elected for a second three-year term. Ms. Kalliani is a professional in the field of
financial & strategic consulting services, owner of the company Anirva International Strategic
Advisors Ltd. She has over 20 years of professional experience in investment banking, having
started her career as a financial analyst at Citibank, and then took various positions in
investment banking at HSBC and the Investment Bank (Emporiki) in Greece, as well as Deloitte
& Touche. Over the years, she has specialized in Mergers &Acquisitions, listing of companies,
privatizations, recognition & evaluation of investment opportunities and financial planning.
Since 2005, he has been an advisor on financial and strategic issues to investors, investment
funds, corporate leaders and boards, providing advice on formulation and evaluation on
strategic issues, search and evaluation of investment opportunities, acquisitions & mergers,
fundraising. In addition, since 2008, he has specialized in business networking internationally,
managing strategic issues and corporate public relations. Ms. Kalliani holds an MBA from the
University of Chicago (Chicago Booth) and a degree in Economics from the Athens University
of Economics and Business, having first entered and graduated in Greece of her class, while
she also received a scholarship from Fulbright.
Irenaios Theodorou, Independent Non-Executive Member (from 10.10.2022)
Born in Athens in 1982, Irenaios Theodorou graduated from the Department of Management of
the University of Patras in 2005 with distinction from the IKY. Today he is the Chairman of the
Board of Directors. and co-founder of FK Consulting Services SA. In 2008, he completed the post-
graduate professional training of the Institute of Certified Public Auditors and since 2016 he has
been licensed to practice as a Chartered Auditor. Since 2009, he has been included in the
Registry of Internal Auditors of the Ministry of Finance and has served as head of Internal Audit
in large Organizations (OASA, ERT, IDIKA). He holds a Class A accountant's license since 2014. In
2013 he obtained the "CRMA" certification from the International Institute of Internal Auditors.
He has been a lecturer in the field of accounting and taxation seminars as well as in the field of
internal controls manuals and evaluation of internal control systems in private training centers.
He has participated in more than 100 audit and consulting projects for both domestic and
international clients, covering a wide range of industry sectors (Technology &
Telecommunications, Manufacturing, Natural Gas, Real Estate, Shipping, Construction,
Hospitality & Leisure, Healthcare Facilities). He has led projects on company valuations,
Mergers& Acquisitions, and Strategic and Business Plans. In 2022 he joined the Board of Directors
SPACE HELLAS S.A.
Annual Financial Report 2022
79
of Space Hellas, as an independent non-executive member and holds the position of Chairman
of the Audit Committee and member of the Remuneration and Nominations Committee.
The members of the Board of Directors of the Company, from 01.01.2022 to 31.12.2022, have
notified the Company of the following other professional commitments:
Member of BoD.
Company
Position
Spyridon Manolopoulos
1.SINGULARLOGIC SA
2. SENSEONESINGLEMEMBERS.A.
3. EPSILON SINGULARLOGIC S.A.
4. SPACE HELLAS (MALTA) LTD
5.SEPE.
6. HELLENIC BRITISH CHAMBER OF COMMERCE
7. ENEISET – Union of Listed Companies
1. President of BoD.
2. President of BoD.
3.Member of BoD.
4.Director
5. Member of BoD.
6.Member of BoD.
7. Member of Managing
Committee
Panagiotis Mpellos
SENSEONESINGLEMEMBERS.A.
Member of BoD.
Ioannis Mertzanis
1.SINGULARLOGIC S.A.
2. SENSEONESINGLEMEMBERS.A.
3.SPACE HELLAS Doo Beograd-Stari Grad
4. SPACE ARAB LEVANT TECHNOLOGIES COMPANY
5. Web- IQ B.V.
1.CEO
2.CEO
3.Director
4.GeneralManager
5. Non-executive member
of the BoD
Ioannis Doulaveris
1. SINGULARLOGIC S.A.
2.SENSEONESINGLEMEMBERS.A.
3. SPACE HELLAS (CYPRUS) LTD
4. SPACE HELLAS (MALTA) LTD
5. SPACE HELLAS SYSTEM INTEGRATOR S.R.L.
6. GITHOLDINDS S.A..
7. SINGULARLOGIC CYPRUS LTD
8. GIT (CYPRUS) LTD
1.Member of BoD
2.Member of BoD
3. Director
4. Secretary
5. Director
6. Presidend &CEO
7. Director
8. Director
Anna Kaliani
HELLENIC BRITISH CHAMBER OF COMMERCE
Anirva International Strategic Advisors Ltd
President
Owner
SPACE HELLAS S.A.
Annual Financial Report 2022
80
Thororis Gakis
FK CONSULTING SERVICES
CEO
Emmanouil Chatiras
CURITY PHARMA S.A.
CEO &Co-founder
Ireneos Theodorou
ELTON S.A.
President
Audit Committee
Chairman
C.2. The obligations, duties and the mode of operation of the Board of Directors of the Company.
The board of directors is responsible for deciding on any action that concerns the management
of the Company, the management of its assets and the general pursuit of the purpose of the
Company.
The responsibilities of the board of directors are determined by the Articles of Association of the
Company, and the existing legislation. According to the Company's Articles of Association and
Law 4548/2018, after its election by the general meeting, the Board of Directors is formed in a
body for the election of the chairman, the vice-chairmen and the managing director. At the
same meeting it is decided to delegate responsibilities to its members or to third parties.
At present, responsibilities have been delegated to the Executive Chairman of the Board of
Directors, the Chief Executive Officer, the Executive Vice President and the Executive Member
Mr. Ioannis Doulaveris. For the better coordination of the management of the corporate affairs,
the board of directors may appoint a committee in which executives of the corporate structure
of the Company participate. Regarding the right to sign, this is given up to a certain financial
limit, and beyond that the Company is bound by the Board of Directors with a decision
according to the relevant minutes of the relevant minutes of the Board of Directors of the
Company (representation and delegation of responsibilities published in the G.E.MI).
Each member of the board of directors is obliged to strictly observe the confidentiality of the
Company which became known to it due to his status as a consultant.
The members of the board of directors and every third person to whom he has been assigned
responsibilities are prohibited from pursuing the same interests that are contrary to the interests
of the Company, according to article 97 of law 4548/2018.
The members of the board of directors and every third party who has been assigned
responsibilities must timely disclose to the other members their own interests, as well as any other
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81
conflict of interest with those of the Company or its affiliated companies, within the meaning of
Law 4548 / 2018, arising from the exercise of their duties.
It is prohibited for the members of the board of directors who participate in any way in the
management of the Company, as well as in its directors to act, without the permission of the
general meeting or the relevant provision of the articles of association on their own account or
on behalf of third parties, acts that belong to one of them. purposes of the Company, as well
as to participate as general partners or as sole shareholders or partners in companies that
pursue such purposes.
The board of directors must meet at the headquarters of the Company, whenever the law, the
articles of association or the needs of the Company so require. The board of directors may meet
validly in another place, outside the headquarters of the Company, at home or abroad,
provided that all its members are present or represented at the meeting and no one objects to
the holding of the meeting and the decision-making. The meeting of the board of directors can
be held by teleconference with respect to some or all members.
In this case, the invitation to the members of the board includes the necessary information and
technical instructions for their participation in the meeting.
The convening of the board of directors can be requested by at least two (2) of its members
with their request to its Chairman or his deputy, who are obliged to convene the board of
directors in time, so that it meets within seven (7) days from the submission of the application.
The application must, with a penalty of inadmissibility, clearly state the issues that will be the
concern of the board of directors. If the Board of Directors is not convened by the Chairman or
his deputy within the above deadline, the members who requested the convening are allowed
to convene the Board within five (5) days from the expiration of the above deadline of seven
(7) days. , notifying the relevant invitation to the other members of the board.
The Board of Directors is convened by the Chairman or his / her Deputy by invitation sent by fax
or e-mail to the members at least two (2) working days before the meeting and at least five (5)
working days if the meeting is to be held. to be held outside the Company's registered office.
The agenda must also clearly state the issues on the agenda, otherwise decision-making is
allowed only if all members of the board are present or represented and no one objects to the
decision-making.
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Each director may validly represent only one other director appointed by the absent director
by a written letter addressed to the board. Each counselor validly represents only one of the
other absent counselors.
The board of directors is in quorum and meets validly, when more than one of the directors is
present or represented in this half, but the number of present or represented directors can never
be less than three (3). In order to find the quorum number, any resulting fraction is omitted. In
the meetings of the board of directors, the duties of secretary are, as the case may be, one of
its members or the legal advisor of the Company, upon request. The secretary oversees the
minutes of the meetings of the board of directors, taking care to record all the views of its
members that are expressed.
Unless otherwise provided by law, the decisions of the Board of Directors are validly taken by
an absolute majority of the members present and represented. Each director has one vote and
when he represents an absent director he has two (2) votes. In the event of a tie, the vote of
the Chairman of the Board shall prevail.
The minutes of the board of directors are signed by the present members. Copies of the minutes
are formally issued by the Chairman or the Vice-Chairman or the Chief Executive Officer (in
case he does not also have the position of Chairman) or a member of the Board of Directors
appointed by a decision of the Board of Directors, without further validation.
According to article 94 of law 4548/2018, 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 meeting has preceded. This arrangement also applies if all advisers or their
representatives agree to have their majority decision recorded in minutes, without a meeting.
The relevant minutes are signed by all consultants. The signatures of the advisors or their
representatives can be replaced by exchanging messages via e-mail or other electronic
means. The minutes that are prepared are registered in the book of minutes, according to
article 93 of Law 4548/2018.
During the meeting of the board of directors for the discussion on the recommendation of the
board of directors to the annual regular general meeting of the shareholders of the Company,
there is a discussion about the actions of the board of directors and opinions are expressed
regarding the evaluation of the board performance of its members as well as proposals for the
next year, with an interactive discussion, without the need for a special meeting of the non-
executive members, which in terms of the corporate environment are part of the structure of
the board and the need to take decisions through exchange of views by all members, briefing
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and interactive discussion. The evaluation of the members of the board of directors is foreseen
as a procedure (regular and extraordinary) in the suitability policy of the members of the board
of directors. In this context and because the Company's committees are committees of the
board of directors, the corporate governance statement does not include a brief description
of the process of individual and collective evaluation of the board of directors, the committees
as well as a summary of any findings and corrective actions.
The members of the Board of Directors of the Company.
The Board of Directors that manages the Company has nine members and consists of five (5)
executive members, one (1) non-executive and three (3) independent non-executive
members. The independent non-executive members are not less than one third (1/3) of the
total number of its members and in any case they are not less than two (2).
The members of the Board of Directors, who may be shareholders of the Company or third
parties (non-shareholders) are elected by the general meeting of shareholders of the Company
for a term of six years, which is exceptionally extended until the expiration of the term, within
which The next regular general meeting shall be convened until a decision is taken.
The members of the Board of Directors are elected or appointed in accordance with articles
78 to 80 of Law 4548/2018 and in compliance with the relevant provisions of the legislation on
corporate governance. According to Law 4706/2020, the company has a remuneration and
nominations committee which identifies and proposes to the board of directors persons suitable
for the acquisition of the status of board member, based on the procedure provided in its
operating regulations. For the selection of the candidates, the nomination committee takes into
account the factors and criteria determined by the Company, in accordance with its suitability
policy.
The members of the Board of Directors of the Company.
The Board of Directors that manages the Company has nine members and consists of five (5)
executive members, one (1) non-executive and three (3) independent non-executive
members. The independent non-executive members are not less than one third (1/3) of the
total number of its members and in any case they are not less than two (2).
The members of the Board of Directors, who may be shareholders of the Company or third
parties (non-shareholders) are elected by the general meeting of shareholders of the Company
for a term of six years, which is exceptionally extended until the expiration of the term, within
which the next regular general meeting shall be convened until a decision is taken. If a fraction
occurs, it is rounded to the nearest number.
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The members of the Board of Directors are elected or appointed in accordance with articles
78 to 80 of Law 4548/2018 and in compliance with the relevant provisions of the legislation on
corporate governance. According to Law 4706/2020, the company has a remuneration and
nominations committee which identifies and proposes to the board of directors persons suitable
for the acquisition of the status of board member, based on the procedure provided in its
operating regulations. For the selection of the candidates, the nomination committee takes into
account the factors and criteria determined by the Company, in accordance with its suitability
policy.
In the event of resignation, death or any other loss of the status of the board of directors, the
board of directors may elect its members to replace the missing members. This election by the
board of directors is made by decision of the remaining members, if there are at least three (3),
and is valid for the rest of the term of the replaced member. The decision of the election is
made public and announced by the board of directors at the next general assembly, which
can replace the elected, even if there is no relevant item on the agenda. In case of resignation,
death or any other way of losing the status of member or members of the board of directors,
the other members can continue the management and representation of the Company
without replacing the missing members, in accordance with paragraph 1 of article 82 of the
Law 4548/2018, 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).
The directors must attend and attend the meetings of the board without interruption. The
continuous absence of a director from the meetings for one (1) year without a justified reason
or without the permission of the board of directors, is equivalent to his resignation from the board
of directors, which is valid only from the moment the board decides and registers the relevant
decision in the minutes.
The Company submits to the Hellenic Capital Market Commission the minutes of the meeting
of the board of directors or the general meeting, which has as its subject the composition or
the term of the members of the Board of Directors, within twenty (20) days from the end of it.
Executive members of the Board of Directors of the Company.
The executive members of the Board of Directors of the Company exercise their responsibilities
in accordance with the Articles of Association and current legislation, especially the provisions
of Law 4548/2018 and Law 4706/2020.
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The executive members of the board of directors are responsible for the implementation of the
strategy determined by it and consult at regular intervals with the non-executive members of
the board of directors regarding the appropriateness of the implemented strategy.
Also, the executive members inform the board of directors in writing without delay, in existing
situations of crisis or risk, as well as when it is required by the circumstances to take measures
that are reasonably expected to significantly affect the company, such as when decisions are
to be made regarding the business activity and the risks taken, which are expected to affect
the financial situation of the Company. The briefing shall be provided by the executive
members either jointly or separately, by submitting a relevant report to the board of directors
with their assessments and proposals.
The individual appointment and assignment of responsibilities to the executive members of the
board of directors (such as, for example, the representation of the Company, among others,
against public services, public or private sector legal entities and banks) takes place by a
relevant decision and the right to sign up to monetary limit set by the Management Board in its
decision. Beyond this limit, the board of directors takes a decision in a special meeting for the
commitment of the Company, according to the specifics mentioned in the relevant minutes of
the board of directors of the Company which has been posted in the G.E.M.I.
By decision of the board of directors, its executive members may authorize third parties - non-
members - persons to perform specific - individual acts. Such persons may be mainly managers
of the Company depending on the case.
The Chairman of the Board of Directors of the Company.
In case the Chairman of the Board of Directors of the Company is an executive member, the
Board of Directors of the Company appoints at least one Vice Chairman from among its non-
executive members. The Chairman of the Board of Directors cooperates with the managing
director and the other members of the Board of Directors of the Company for the development
and implementation of the Company's objectives in accordance with the provisions of the
Company's Articles of Association and applicable law.
In this context, the Chairman of the Board of Directors of the Company:
▪ Leads the management of the Company, is in charge according to the organization
chart of all its departments and in collaboration with the managing director implements
the strategy of the Group.
▪ Convenes the board meeting and determines the items on the agenda.
▪ Chairs the meetings of the board of directors.
▪ Collaborates with the CEO to ensure the implementation of the decisions of the board.
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▪ Convenes the board of directors extraordinarily, if required.
▪ In collaboration with the CEO proposes the members of the committees.
▪ Cooperates with the CEO in matters of preparation of the agenda of the meetings of
the board of directors.
▪ Collaborates with the CEO in providing instructions and directions to the board’s new
members.
▪ Represents the Company before any authority in accordance with the minutes of the
board of directors on the assignment of responsibilities.
▪ If the Chairman of the Board of Directors is an executive member of the Board of
Directors, the executive duties are defined by the Board of Directors. The Executive
Chairman may be replaced by a non-executive Vice-Chairman to perform the non-
executive duties of the Chairman.
▪ Supervises the information and provision of support to the members of the board of
directors.
▪ Encourages dialogue between the Company, its shareholders and other stakeholders,
and promotes the facilitation of understanding, concerns of shareholders and other
stakeholders by the board of directors.
The Chairman of the Board of Directors refers to the Board of Directors of the Company.
The CEO.
The Chief Executive Officer is an executive member of the board of directors and collaborates
with the Chairman and the board of directors for the development and implementation of the
Company's objectives.
In this context, the CEO:
▪ Participates in the definition of the Company's strategy, together with the Chairman and
the other executive members that make up the board of directors.
▪ Participates in defining the set of goals and how to achieve them.
▪ He is responsible, together with the Chairman and the board of directors, for
determining the Company's payroll policy.
▪ Promotes the image and vision of the Company.
▪ Participates in the process of approving productive investments.
▪ Promotes and forms cooperation agreements with foreign companies (representation,
marketing, distribution of products, etc.).
▪ Collaborates with banking institutions and decides on financing and lending issues.
▪ Co-decides on staff recruitment.
▪ Co-decides and approves the general operating expenses of the Company.
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▪ Co-decides on the formulation of the pricing policy and the discount policy of the
Company.
▪ Makes decisions and sets priorities mainly in matters of investment, financing, pricing
policy and products.
▪ Directs the activities of the staff, mainly of the commercial departments of the
company.
▪ Participates in regular meetings with:
➢ Chairman of the Board.
➢ Board of directors.
➢ Banks.
➢ Subsidiaries of the company.
The Chief Executive Officer refers to the Board of Directors of the Company.
The Vice President / s of the Board of Directors of the Company.
According to the Company's Articles of Association, the Board of Directors by its decision elects
one or more vice-presidents, from among its executive and / or non-executive members.
The Company has two vice-chairmen of the board of directors, one executive and one non-
executive, who participate in all its meetings and are responsible for the promotion of corporate
issues in accordance with the law (Law 4548/2018 and Law 4706 / 2020) and the Articles of
Association of the Company.
Non-Executive members of the Board of Directors of the Company.
The non-executive members of the board are in charge of supervising and promoting all
corporate matters.
The non-executive members of the Board of Directors of the Company exercise their
responsibilities in accordance with the Articles of Association and current legislation, especially
the provisions of Laws 4548/2018 and 4706/2020 and have no executive responsibilities in the
management of the Company beyond the general duties due to their capacity as members
of the board of directors. The capacity of the members of the board of directors as non-
executives is defined by the board of directors and according to the law.
The non-executive members of the Board of Directors of the Company, including the
independent non-executive members, are mainly responsible for the systematic supervision
and monitoring of the decision-making of the management and in particular they monitor and
examine the strategy of the Company and its implementation, as well as the achieve its
objectives, ensure effective oversight of executive members, including monitoring and
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controlling their performance, and consider and express views on proposals submitted by
executive members, based on existing information.
Independent non-executive members of the Board of Directors of the Company.
Independent non-executive members of the Board of Directors of the Company are defined
as the non-executive members of the Board of Directors of the Company, who during their
appointment or election and during their term of office meet the independence criteria of
article 7 of Law 4706/2020. The independent non-executive members are elected by the
general meeting of the Company's shareholders or are appointed by the board of directors in
case of replacement of a resigned independent member and are not less than 1/3 of the total
number of members and in any case are not less than two (2) , in accordance with the
provisions of applicable law.
In particular, a non-executive member of the board of directors is considered independent if
during the appointment and during his term of office he meets the conditions of article 9 par. 2
of law 4706/2020, as in each case.
The fulfilment of these conditions for the designation of a member of the Board of Directors as
an independent member is reviewed by the Board of Directors on at least an annual basis per
financial year and in any case before the publication of the annual financial report, which
includes a relevant finding. In the event that the conditions are found to have ceased to exist
in the person of an independent non-executive member, the board of directors shall take the
appropriate steps to replace it, as provided by law.
Regarding the fiscal year 2022 and until the date of signing this statement, the board of
directors, following a review of the legal conditions of independence of article 9 of law
4706/2020, finds that its independent non-executive members meet the criteria of
independence of article 9 of Law 4706/2020.
The independent members of the Board of directors have the possibility to submit, individually
or jointly, reports and separate reports from those of the Board of directors, to the regular or
extraordinary general meeting of the Company's shareholders, if they deem it necessary.
A non-executive member of the Board of Directors is considered independent if at the time of
his appointment and during his term of office he does not directly or indirectly hold a
percentage of voting rights greater than zero parties five percent (0.5%) of the Company's share
capital and is exempt from financial, business, family other kinds of dependent relations, which
can influence his decisions and his independent and objective judgment, while a dependent
relationship exists in particular in those referred to in article 9 par. 2 of law 4706/2020.
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Obligations of the members of the board of directors of the Company for the defence of the
corporate interest.
Each member of the board of directors is obliged to strictly observe the confidentiality of the
Company which became known to it due to his status as a consultant.
The members of the board of directors and every third person to whom he has been assigned
responsibilities are prohibited from pursuing the same interests that are contrary to the interests
of the Company, according to article 97 of law 4548/2018.
The members of the board of directors and every third person who has been assigned
responsibilities must disclose in time to the other members of the board of directors their same
interests, which may arise in the Company's transactions which fall within their duties, as well as
any other conflict. Own interests with those of the Company or related companies within the
meaning of Law 4548/2018, which arises during the exercise of their duties.
It is prohibited for the directors who participate in any way in the management of the
Company, as well as in its directors, to act without the permission of the general meeting on
their own account or on behalf of third parties, transactions that are part of one of the purposes
pursued by the Company, to participate. to one of the purposes pursued by the Company as
well as to participate as full partners in companies pursuing such purposes.
The members of the board of directors have the collective duty towards the Company to
ensure that: a) the annual financial statements, the management report and the corporate
governance statement and b) the consolidated financial statements, the consolidated
management reports and, when provided separately, the consolidated corporate
governance statement has been prepared and made public in accordance with the
requirements of the relevant provisions and, where applicable, the international accounting
standards established.
Obligations of the members of the board of directors of the Company for the defense of the
corporate interest.
Each member of the board of directors is obliged to strictly observe the confidentiality of the
Company which became known to it due to his status as a consultant.
The members of the board of directors and every third person to whom he has been assigned
responsibilities are prohibited from pursuing the same interests that are contrary to the interests
of the Company, according to article 97 of law 4548/2018.
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The members of the board of directors and every third person who has been assigned
responsibilities must disclose in time to the other members of the board of directors their same
interests, which may arise in the Company's transactions which fall within their duties, as well as
any other conflict. Own interests with those of the Company or related companies within the
meaning of Law 4548/2018, which arises during the exercise of their duties.
It is prohibited for the directors who participate in any way in the management of the
Company, as well as in its directors, to act without the permission of the general meeting on
their own account or on behalf of third parties, transactions that are part of one of the purposes
pursued by the Company, to participate. to one of the purposes pursued by the Company as
well as to participate as full partners in companies pursuing such purposes.
The members of the board of directors have the collective duty towards the Company to
ensure that: a) the annual financial statements, the management report and the corporate
governance statement and b) the consolidated financial statements, the consolidated
management reports and, when provided separately, the consolidated corporate
governance statement has been prepared and made public in accordance with the
requirements of the relevant provisions and, where applicable, the international accounting
standards established.
C.3. Eligibility policy of the members of the Board of Directors of the Company.
The Company applies a policy of suitability of the members of the board of directors
(hereinafter "fitness policy") in accordance with the provisions of article 3 of law 4706/2020 for
corporate governance, as in force, law 4548/2018 as in force, the company's articles of
association and the circular no. 60 / 18-09-2020 of the Hellenic Capital Market Commission
("Guidelines for the Suitability Policy of article 3 of law 4706/2020").
The suitability policy is prepared and approved by the Board of Directors of the Company and
then submitted for approval to the general meeting of the Company's shareholders and posted
on the Company's website. Amendments to the eligibility policy are approved by the Board of
Directors of the Company and if they are essential they are submitted for approval to the
general meeting.
The Company's suitability policy was approved by the Board of Directors of the Company
(decision of the Board of Directors dated 11-06-2021) and was subsequently approved by the
35th Ordinary General Meeting of Shareholders of 17-06-2021 and is posted on its website.
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company:https://www.space.gr/el/corporate-governance-code, according to the
applicable provisions.
The suitability policy is in accordance with the internal regulations of the Company, as in force,
and with the corporate governance code applied by the Company and includes the principles
concerning the election or replacement of the members of the board of directors, as well as
the renewal of the term of office. Criteria for assessing the suitability - individual and collective
- of board members, in particular for guarantees of morality, reputation, adequacy of
knowledge, skills, judgment independence and experience assigned to them and the provision
of diversity criteria for the selection of board members.
The suitability policy aims to ensure quality staffing, the efficient operation and the fulfillment
role of the board of directors based on the general strategy and the medium-term business
aspirations and planning of the company in order to promote the corporate interest and to the
board. of the Company took into account the size, internal organization, risk-taking, nature,
scale and complexity of the company's activities, as well as any other information specific to
the Company and the markets in which it operates, as well as the principles digital
transformation and information and communication technologies.
Monitoring the implementation of the suitability policy is the responsibility of the Board of
Directors of the Company. The Remuneration and Nomination Committee, the Internal Audit
Unit, as well as related organizational units (such as human resources and / or legal service) can
make an effective contribution to the formulation and monitoring of the suitability policy.
The company monitors the effectiveness of the eligibility policy, periodically evaluates it at
regular intervals or when significant events or changes occur, and modifies the eligibility policy
and reviews its design and implementation, taking into account the recommendations of the
nomination committee and of the internal control unit and any external bodies, if required.
C.4. Board meetings.
During the year 2022, 222 meetings of the Board of Directors of the Company were held and all
the members of the Board of Directors, during their term of office, participated in all the
meetings.
C.5. Remuneration of the members of the board of directors.
Remuneration policy of the members of the board of directors.
The remuneration policy is drafted following a recommendation made by an independent
member of the Company's board of directors with the assistance of the Company's CFO, HR
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and Legal Advisor and its review, revision and implementation require the same procedure. The
decision is taken by the board of directors in a special meeting in which the above persons are
also present in order to avoid cases of conflict of interest. The remuneration policy (or any
update) is submitted to the general meeting for approval.
According to the Company's Articles of Association, the members of the Board of Directors are
entitled to receive remuneration or other benefits, in accordance with the law and the
provisions of the Company's Articles of Association and, as the case may be, the Company's
remuneration policy. Any other compensation or remuneration of the members of the board of
directors shall be borne by the Company only if it has been authorized and approved by a
special decision of the general meeting of shareholders.
The remuneration and any other compensations of the non-executive members of the board
of directors are determined in accordance with law 4548/2018.
The remuneration process is characterized by objectivity, transparency and professionalism and
is free from conflicts of interest.
The remuneration policy of the members of the Board of Directors of the Company covers the
total remuneration consisting of fixed salaries, variable remuneration, meeting fees and
compensations paid by the company to the members of the Board of Directors in accordance
with applicable law.
The total remuneration includes fixed and variable parts to ensure the link between
remuneration and short-term and long-term operational efficiency: Fixed remuneration for
executive or non-executive members (excluding independents) of the board of directors with
a fixed-term or indefinite employment relationship or service contract respectively and variable
remuneration that rewards the above for their performance. The employment contracts are for
a definite or indefinite period of time, while for the determination and payment of the salary
and as far as the employment contracts are concerned, the labor legislation is observed.
Depending on the position (executive / non-executive members / independent non-executive
members of the board of directors), the individual duties and the possible assignment of a
managerial position to the Company, additional remuneration is provided due to the needs of
the position and the level of responsibility, such as usage corporate mobile phone, corporate
car use and private health insurance.
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Remuneration of the members of the board of directors for the year 2021.
For the fiscal year 2022, the 36th regular general meeting of the Company's shareholders of 22-
06-2022 has pre-approved the remuneration and compensations of the members of the board
of directors and decided for the year 2022 the fixed remuneration for the members associated
with the Company with the amount to 616,000 euros from 601.601 in 2021 and the variables
(wage) - which relate to the achievement of the targets set for the year 2021 and will be paid
in 2022 - to rise to € 140,000 maximum.
The general meeting also decided to pay, in respect of the extraordinary remuneration of the
members of the board of directors for their preparation and participation in the meetings of the
body during the year 2022, a fixed (flat-rate) remuneration, in accordance with the one
approved by the 34th regular general meeting of the company shareholders of 18-06-2020
updated remuneration policy, which (fee) will amount to € 54,000 for the executive members
and to € 24,000 for the non-executive members, except for a) the independent non-executive
member of the board of directors of the company who is also the Chairman of the audit
committee and who will receive a fee amounting to €24,000 for the performance of the duties
of the Chairman of the audit committee while he will not receive any remuneration for his
participation at the meetings of the board of directors, in accordance with the relevant
provision of the updated remuneration policy of the company and b) the non-executive vice
president who will be remunerated with € 44,000, in any case regardless of the number of
meetings. Finally, from the 36th regular general meeting of shareholders of 22.06.2022, it was
decided that the variable remuneration (bonus) regarding the achievement of the objectives
of the fiscal year 2022 that will be paid in 2023 will be adjusted according to the remuneration
policy of the Company and, in any case, up to the maximum quantitative limit given by said
pre-approval.
In addition, the 36th regular general meeting of the Company's shareholders on 22.06.2022
(item 7th), following the recommendation/proposal of the remuneration and nominations
committee of the Company to the board of directors as of 26.05.2023, approved the payment
of extraordinary remuneration to the executive members of the board of directors etc. Mr.
Ioannis Mertzanis, CEO and Mr. Ioannis Doulaveris, Financial Director of the Company in the
form of the grant of free own shares (articles 109, par. 1 and 114 b. 4548/2018), namely: (a) sixty
thousand (60,000) own shares to Mr Ioannis Mertzanis, CEO and executive member of the
Company's board of directors, due to his position and particularly increased duties and
responsibilities as CEO and (b) forty-three thousand three hundred and eight (43,308) own
shares to Mr. Ioannis Doulaveris , Financial Director and executive member of the Company's
board of directors, with an obligation to hold for a period of twelve (12) months from the date
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of transfer of the shares in order to further harmonize the interests of the Company with those of
the two beneficiaries, in accordance with the Company's remuneration policy.
It is noted that in the regular general meeting of shareholders that will take place in 2023 for the
approval of results for the year 2022, the Remuneration Report of the board of directors for the
salaries paid during the year 2022 will be submitted for approval, according to article 112 of law
4548 / 2018 and the remuneration policy of the Company.
C.6. Boards of Directors. The Board of Directors has two (2) committees, staffed exclusively by its
members, the Audit Committee and the Remuneration and Nominations Committee. The
Operating Regulations of the two committees have been approved by the board of directors
and are posted on the Company's website.
Audit Committee
The audit committee consists of three (3) members. It is a committee of the board of directors,
i.e. a committee consisting exclusively of non-executive members of the board of directors, who
are elected by the general meeting of shareholders. It can be an independent committee,
consisting only of third parties or non-executive members of the board and third parties. The
members as a whole have proven sufficient knowledge in the field in which the Company
operates (i.e. telecommunications, IT, security) and at least one (1) member has proven
sufficient knowledge and experience in accounting and auditing (International Standards), or
is a chartered accountant in suspension, which is mandatory to attend the meetings of the
audit committee regarding the approval of the company's financial statements and in order
for the audit committee to be able to implement the responsibilities and obligations set out in
paragraph 3 article 44 of Law 4449/2017.
The term of office of the members of the audit committee is proportional to that of the board
of directors.
The audit committee appoints one of its members as chairman, while the secretary of the board
of directors acts as secretary, respectively. The Secretary-General shall take care of the minutes
of the meetings of the Committee, taking care to record all the views expressed by its members.
The purpose of the audit committee is to monitor the audit of the Company's financial
statements and the financial information process, the external control system, the effectiveness
of the internal control system procedures, risk management and corporate governance, as well
as the internal control unit, the selection of certified auditors or auditing companies appointed
to audit the financial statements of the company (regular and alternate auditors Law
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4548/2018), the review and monitoring of the independence of the auditors or the auditing
companies of the Company, in compliance with the provisions of (EU) 2016/679 on the
protection of personal data.
The audit committee has operating regulations in accordance with the provisions of applicable
law, approved by the Board of Directors of the Company and posted on the Company's
website (https://www.space.gr/el/corporate-governance-code), as and CVs of its members.
The discussions and decisions of the audit committee are recorded in minutes, which are signed
by the present members, in accordance with article 93 of law 4548/2018.
With the decision of the 34th regular general meeting of the shareholders of the company of
18-06-2020, as members of the audit committee - with the same term as the members of the
board of directors - were elected Messrs. Theodoros Gakis of Themistokleous (Chairman of the
committee - independent non-executive member of the Board), Emmanuel Hatiras of Ioannis
(member of the committee - independent non-executive member of the Board) and
Athanasios Patsouras of Nikolaos (member of the committee - independent non-executive
Board member. Then, after the resignation of the independent non-executive member of the
board of directors of the company and member of the audit committee, Mr. Athanasios
Patsouras, from a member of the board of directors and consequently of the audit committee,
the board of directors of the Company from 13.05 .2021 decision (from 13.05.2021 minutes of
the meeting) and after examining the eligibility criteria and the conditions of independence of
article 44 of law 4706/2020 and articles 10 and 74 par. 4 of law 4449/2017, as well as of with no.
1508 / 17-7-2020 of the circular of the Hellenic Capital Market Commission, appointed Mr.
Theodoros Hadjistamatiou of Nikolaos, non-executive Vice President of the Board of Directors
of the Company, as a new member of the audit committee, replacing the resigned Mr.
Athanasios Patsouras, for balance of the term of the committee, which is identical with that of
the board of directors of the company. For the above election, the fact that the new member,
like the other members of the audit committee, has sufficient knowledge in the field of activity
of the company was also taken into account. This election was announced at the 35th regular
general meeting of the company's shareholders on 17.06.2021.
The audit committee, during the meeting of 13.05.2021 was reorganized into the following body:
Theodoros Gakis (Chairman - independent non-executive member of the Board), Emmanouil
Hatiras (member - independent non-executive member of the Board) and Theodoros
Chatzistamatiou ( member - non-executive Vice Chairman of the Board).
It is noted that with the decision of the 36th regular general meeting of the company's
shareholders on 22.06.2022 (item 8), the type, composition (the number of members and
SPACE HELLAS S.A.
Annual Financial Report 2022
96
attributes) and term of the company's audit committee were determined in accordance with
articles 44 of the law 4449/2017 and 74 par. 4b of Law 4706/2020 and specifically that: (a) the
type of audit committee should to be committee of the board of directors according to the
company's practice until then, i.e. a committee consisting of non-executive members of the
board of directors ( article 44 par. 1 (aa) of Law 4449/2017, as applicable) which in the majority
will be independent (article 44 par. 1 (d) of Law 4449/2017, as applicable) (b) the composition
of the audit committee to be, according to the company's practice until then, three members
(c) the term of office of the members of the audit committee to coincide with the term of office
of the board of directors of the company, which is six years and is exceptionally extended until
the end of the term, within which the next regular general meeting must be held and until the
relevant decision is taken, i.e. no later than September 10, 2026, subject to any repeat or
postponed meeting.
Subsequently, due to the resignation of the independent non-executive member of the
Company's board of directors, Mr. Theodoros Gakis, as a member of the board of directors and
by extension as a member of the audit committee, the company's board of directors with its
decision of 11.10.2022 ( as from 11.10.2022 minutes of the meeting), after having taken into
account the relevant recommendation of the remuneration and nominations committee of the
Company and its reasoning therein, with which all the members of the board of directors
agreed and the assumptions of which were adopted as such and in full, after verified and found
that the new member is independent in accordance with the provision of article 44 par. 1 item
(d) of Law 4449/2017 as he meets the independence criteria of Article 9 of Law 4706/2020 (as
verified by the administrative board of the company by virtue of its decision of 10.10.2022) and
confirmed, based on his CV and all the documents, statements and information obtained from
him, from the company internally and from external sources, that the new member meets the
other requirements defined by article 44 of Law 4449/2017, appointed as a new independent
member of the audit committee the independent non-executive member of the board of
directors of the company Mr. Irinaios Theodorou, until the next general meeting of the
Company's shares which will decide on the assignment of the status of independent non-
executive member to the aforementioned member elected by the board of directors, or the
assignment to another existing member or to a new member that the general meeting will elect,
in accordance with the provisions in force.
The audit committee, during the meeting of 11.10.2022, was reconstituted in a body as follows:
Irinaios Theodorou, independent non-executive member of the Board of Directors, who has
sufficient knowledge and appropriate experience in the field in which the company operates,
sufficient knowledge and appropriate experience in auditing and accounting as a suspended
SPACE HELLAS S.A.
Annual Financial Report 2022
97
Chartered Auditor Accountant and will compulsorily attend the meetings of the Committee
regarding the approval of the company's financial statements (Chairman), Emmanuel Hatiras,
independent non-executive member of the Board of Directors (member), Theodoros
Hatjistamatiou, non-executive Vice-Chairman of the Board of Directors (member).
The audit committee, according to its operating regulations, meets at least four (4) times a year.
During the financial year 2022, seventeen (17) meetings of the audit committee were held and
all its members - during their term of office - participated in all the meetings.
Due to the above-mentioned change in the composition of the audit committee during the
2022 corporate year (01.01.2022 – 31.12.2022) two (2) Audit Committee Activity Reports were
drawn up and submitted, and each report has been drawn up by its active members, for the
period of their term of office, in accordance with the capital market committee's document
No. 784/20/03/2023 which provides that in the event that there is a change in the composition
of the audit committee during the reporting period of the activity report, each member of the
committee draw up a report on the time they were active members.
The following are the reports of the audit committee for the corporate year: 01.01.2022 –
31.12.2022:
"Report of the Audit Committee
Corporate Fiscal Year 01.01.2022 - 31.12.2022
Period 01.01.2022 - 10.10.2022
of the Ordinary General Meeting of the shareholders of the Societe Anonyme with the name
"SPACE HELLAS SOCIETE ANONYME TELECOMMUNICATIONS, INFORMATION AND SECURITY
SYSTEMS AND SERVICES - PRIVATE SECURITY SERVICES COMPANY"
MARCH 2023
SPACE HELLAS S.A.
Annual Financial Report 2022
98
Dear Shareholders and representatives of the Company's shareholders,
On behalf of the Audit Committee of the Company and in my capacity as its Chairman, I submit
the current Report of the Committee for the period 01.01.2022 - 10.10.2022), within which I served
as Chairman of the Audit Committee, aiming to inform you about the work of the Committee
as to ensure its compliance of the Company with the current legislative and regulatory
"framework" governing its operation and the management of relevant risks.
Purpose & Composition of the Audit Committee
The purpose of the Audit Committee of the company "Space Hellas Societe Anonyme
Telecommunications, Information Technology, Security Systems and Services - Private Security
Services Company" (hereinafter the "Company") is the support of the Board of Directors in
matters of quality supervision and financial integrity and the financial statements, the
evaluation of the effectiveness of the internal control systems and the risk management as well
as the monitoring of the obligatory audit of the annual and consolidated financial statements
of the Company. Further analysis of the purpose of the Audit Committee is available in the Rules
of Procedure of the Audit Committee, which is posted on the Company's website:
(https://www.space.gr/el/corporate-governance-code).
The Rules of Procedure of the Audit Committee were drafted in accordance with the current
legislation and the requirements of the Capital Market (Law 4706/2020, Regulation (EU) No.
537/2014 of the European Parliament and of the Council of 16 April 2014 and the relevant
circulars of the Hellenic Capital Market Commission No. 1302 / 28.4.2017 and 1508 / 17.07.2020),
and was approved by the Board of Directors of the Company with its Decision of 16.07.2021
(Minutes of the meeting of 16.07.2021).
The establishment and operation of the Audit Committee are governed by the provisions of
article 44 of Law 4449/2017, Law 4706/2020, Regulation (EU) No. 537/2014 of the European
Parliament and of the Council of 16 April 2014 and the relevant circulars of the Hellenic Capital
Market Commission No. 1302 / 28.4.2017 and 1508 / 17.07.2020. According to circular No. 427 /
22.2.2022 of the Hellenic Capital Market Commission, the Income Statement is issued together
with the annual financial report of the Company and is a distinct part of its content.
SPACE HELLAS S.A.
Annual Financial Report 2022
99
The Audit Committee is a committee of the Board of Directors of the Company and consists of
three (3) members. With the from 18.06.2020 34th Ordinary General Meeting of the Company's
shareholders as members, with a term of six years, the following persons were elected:
The Audit Committee is a committee of the Company's Board of Directors and consists of three
(3) members (non-executive members of the Company's Board of Directors, the majority of
whom are independent).
With the 34th Annual General Meeting of the Company's shareholders, the following persons
were elected as members, with a six-year term:
Name
Position in the Committee
Theodoros Th. Gakis
President, non-executive
member of the BoD
Emmanouil I. Chatiras
Member, non-executive
member of the BoD
Athanasios N. Patsouras
Member, non-executive
member of the BoD
Subsequently, after the resignation of the independent non-executive member of the
Company's Board of Directors and member of the Audit Committee, Mr. Athanasios Patsoura,
as a member of the Board of Directors and by extension also of the Audit Committee, the
Company's Board of Directors with its decision as of 13.05.2021and after examining the eligibility
criteria and independence conditions of article 44 of Law 4706/2020 and Articles 10 and 74 par.
4 of Law 4449/2017, as well as of the no. 1508/17-7-2020 of the Capital Market Commission's
circular, appointed Mr. Theodoros Hatjistamatiou of Nikolaou, non-executive Vice-Chairman of
the Company's Board of Directors, as a new member of the Audit Committee, for the remainder
of the Committee's term, which coincides with that of the company's board of directors. This
election was announced at the 35th Ordinary General Meeting of the company's shareholders
on 17.06.2021.
Consequently, the Audit Committee at the meeting of 13.05.2021 was reconstituted into a body
as follows:
SPACE HELLAS S.A.
Annual Financial Report 2022
100
Name
Position in the Committee
Irinaios G. Theodorou
President, non-executive
member of the BoD
Emmanouil I. Chatiras
Member, non-executive
member of the BoD
Theodoros N. Chatzistamatiou
Member, non-executive
member of the BoD
It is noted that with the decision of the 36th Annual General Meeting of the Company's
shareholders of 22.06.2022 (item 8), the type, composition (the number of members and
attributes) and term of office of the Company's Audit Committee was determined in
accordance with articles 44 of Law 4449/2017 and 74 par. 4b of Law 4706/2020 and specifically
that: (a) the type of Audit Committee to be a committee of the Board of Directors according
to the Company's practice until then, i.e. a committee consisting of non-executive members of
the Board of Directors of the Council (Article 44 par. 1 (aa) of Law 4449/2017, as applicable)
the majority of which will be independent (Article 44 Par. 1 (d) of Law 4449/2017, as applicable)
(b) the composition of the Audit Committee to be, according to the company's practice until
then, three members (c) the term of office of the members of the Committee to coincide with
the term of office of the Board of Directors of the Company, which is six years and exceptionally
extended until the end of the term , in which the next regular general meeting must be held
and until the relevant decision is taken, i.e. no later than September 10, 2026, subject to any
repeat or postponed meeting.
All members of the Committee are non-executive members of the Board of Directors of the
Company, who meet the eligibility criteria and two (2) of the independent members who meet
the conditions of independence of article 9 of Law 4706/2020, on independent non-executive
members of the Board of Directors.
The Chairman of the Audit Committee is a Suspended Auditor and has proven sufficient
knowledge in accounting and auditing and auditing and must be present at the meetings of
the Committee concerning the approval of the financial statements of the Company. All
members of the Audit Committee have sufficient knowledge of the sector in which the
Company operates.
SPACE HELLAS S.A.
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101
Operation of the Audit Committee
Without prejudice to the responsibility of the members of the administrative or management
body or other members elected by the general meeting of the shareholders of the audited
entity, the responsibilities of the Audit Committee are defined in paragraph 3 of article 44 of
Law 4449/2017 and more specifically:
a. informs the board of the audited entity about the result of the statutory audit and explains
how the statutory audit contributed to the integrity of the financial information and what was
the role of the Audit Committee in that process,
b. monitors the financial reporting process and submits recommendations or proposals to
ensure its integrity,
c. monitors the effectiveness of the company's internal control, quality assurance and risk
management systems and, as the case may be, its internal control department, with regard to
the audited entity's financial information, without infringing the independence of this entity,
d. monitors the mandatory audit of the annual and consolidated annual financial statements
and in particular its performance, taking into account any findings and conclusions of the
competent authority in accordance with par. 6 of article 26 of Regulation (EU) no. 537/2014,
e. oversees and monitors the independence of certified public accountants or audit firms in
accordance with articles 21, 22, 23, 26 and 27, as well as article 6 of Regulation (EU) no. 537/2014
and in particular the appropriateness 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 auditing firms and
proposes the certified public accountants or auditing firms to be appointed in accordance with
Article 16 of Regulation (EU) no. 537/2014, unless par. 8 of Article 16 of Regulation (EU) no.
537/2014.
The responsibilities of the Audit Committee are analyzed in article 4 of its Operating Regulations.
SPACE HELLAS S.A.
Annual Financial Report 2022
102
Meetings of the Audit Committee
According to the Minutes of the Audit Committee dated 01.02.2022, its annual Meeting Plan
was approved and based on the Rules of Procedures of the Audit Committee, are provided: a)
to conduct at least four (4) meetings to evaluate the findings of the quarterly Report of the
Internal Auditor of the Company, b) the holding of at least four (4) meetings of the Audit
Committee, c) the holding of two (2) semi-annual meetings before the publication of the
Company's financial statements for the evaluation of the issues of the Audit Report / Overview
Certified Auditor of the Company and the preparation of the Annual Activity Report; from a
relevant suggestion of such issues by the Board of Directors of the Company and d) the holding
of extraordinary meetings at the invitation of the President or any member of the Committee
for the evaluation of findings that may have come to the knowledge of the members and relate
to the duties of the Committee or after a relevant proposal of such matters by the Company's
Board of Directors.
The Audit Committee monitors and updates after each meeting the annual Meeting Plan,
which includes, for example:
· Approving the annual program of the Internal Audit Unit and monitoring its execution – Audit
Reports.
· Monitoring, examination and evaluation of the preparation process of the financial
information.
· Monitoring the effectiveness of the Internal Control System, mainly through the work of the
Internal Control Unit and the work of the Certified Auditor.
· Overview of the main accounting assumptions for the Company's Financial Statements, at an
individual and consolidated level.
· Proposal to appoint a Certified Public Accountant.
· Timetable for drafting the financial information (updated by the Management).
· Review of financial reports prior to their approval by the Board of Directors.
· Audit Committee’s Annual Report.
The above works have been adequately executed during the period 01.01.2022 – 10.10.2022.
SPACE HELLAS S.A.
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103
Until 10.10.2022, twelve (12) meetings of the Committee were held. The meetings were held on
the issues that fall within the areas of competence of the Committee, with an emphasis on the
following topics: a) Financial Information, b) External Audit, c) Internal Audit and d ) Other
matters related to its responsibilities. In all the meetings, sixteen (16) issues were discussed and
decisions were made. Of these, seven (7) related to Internal Audit issues, one (1) to the
recommendation for the election of sworn auditors, four (4) to Financial Reporting, two (2) to
Corporate Governance issues and two (2) which concerned the operation of the Audit
Committee. Six (6) recommendations were made by the Audit Committee to the Board of
Directors.
The Audit Committee carries out its tasks with full operational autonomy under the guidance of
its Chairman, who is responsible for convening the meetings and defining the topics, which will
be included in the agenda.
All members of the Audit Committee – during their term of office – participated in all the
meetings and in every case the relevant minutes were kept. Depending on the topic of the
meetings and as the case may be, the Certified Public Accountants, the Internal Auditor, the
person in charge of the Evaluation of the Internal Control System as well as the Company's
Executives charged with the administration and management of the company's operations,
affairs and activities were invited and participated , in order to provide the necessary
information and clarifications. All decisions of the Committee were taken unanimously.
Financial Statements – Financial Information procedures
The Audit Committee was informed in detail by the Statutory Auditor about the Company's
Financial Statements, on an individual and consolidated level, which were prepared in
accordance with IFRS for the year ended 31 December 2021. During the same presentation,
the Audit Committee was also informed about the main accounting assumptions adopted by
the Company and the Group for the preparation of the Financial Statements. After evaluating
the preparation process of the Financial Statements, the Audit Committee recommended the
approval of these Financial Statements by the Board of Directors.
Likewise, during the preparation of the interim Financial Statements of the Company and the
Group for the period 01.01.2022 to 30.06.2022, the Statutory Auditor was informed of the review
work carried out and recommended to the Board of Directors the approval of the Interim
Financial Statements.
SPACE HELLAS S.A.
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104
According to the Statutory Auditor - as depicted in his Supplementary Report towards the Audit
Committee, - the areas of the corporate and consolidated Financial Statements that have
been assessed as "high" risk as well as the other important accounting and auditing matters.
They were the following:
✓ Investments – recoverability (impairment control)
✓ Group goodwill
✓ Intangible assets
✓ Revenue recognition
✓ Impairment of receivables
✓ Recoverability of deferred tax assets
Finally, we point out that the schedule for compiling the financial information was respected by
the Management.
Internal Control Unit - Internal Control System (ICS) and Risk Assessment/Management
Procedures
An important event during the fiscal year 2022 is the change of the Head of the Internal Control
Unit. With the decision of 29.04.2022 of the Board of Directors of the Company, after a relevant
recommendation of the Audit Committee, in accordance with the provisions of article 15 par.
2 of Law 4706/2020, and the appointment, as the head of the Internal Audit Unit of the
Company, Mrs. Konstantina V. Zervou. Ms. Zervou holds a PhD from the Athens University of
Economics and Business (AUEB), with many years of experience in Internal Audit. He holds
professional certifications (CICA, COSO Framework, IT General Controls), while at the same time
he has attended training seminars in fraud investigation and is a member of the Register of
Internal Auditors of the Economic Chamber of Greece. She is a person of full and exclusive
employ; she is personally independent and objective, while she possesses the appropriate
knowledge and has the relevant professional experience. She does not subordinate
hierarchically to any other service unit of the Company, while she assists in the exercise of the
duties of the Board of Directors of the Company and cooperates with it, with the aim of
safeguarding the interests of the Company and its shareholders.
Four (4) quarterly reports were submitted to the Audit Committee, three (3) for the year 2022
and one (1) related to the 4th quarter of the year 2021.
The work of the Internal Audit Unit was carried out on the basis of the Annual Audit Program,
which was drawn up after evaluating and prioritizing the risks for the selection of audit areas.
SPACE HELLAS S.A.
Annual Financial Report 2022
105
Sampling audit procedures were carried out in all the Company's Directorates and
Departments, and indicatively on the following basic business cycles:
✓ Treasury – Cash Available
✓ Reserves
✓ Purchases - Obligations
✓ Sales - Receivables
✓ Payroll
✓ Contracts (private, public and banking sectors)
✓ Procurement process - tenders
The Audit Committee evaluated, without making any changes, the relevant Reports issued by
the Internal Audit Unit for the aforementioned period.
Within the fiscal year 2022, based on Law 4706/2020, the evaluation process of the Internal
Control System began. The Audit Committee received a recommendation from the CEO as to
the proposed company to be appointed as an appraiser. Subsequently, the Audit Committee
informed the Board of Directors that it consented to the appointment of the appraiser for the
project "Evaluation of the Internal Control System". The Internal Control Unit also actively
participated in the evaluation process of the Internal Control System.
Also, additional Internal Audit work was carried out regarding Compliance with Law 4706/2020
on Corporate Governance, Law 4548/2018 on Limited Companies and the other Regulatory
Framework and the mandates of the Capital Market Commission.
External Audit
The Audit Committee proposed to the Board of Directors the re-appointment of the Audit
Company PKF Euroauditing SA. as Statutory Auditors for the audit of the Company's Financial
Statements for the year 2022. Within the framework of its responsibilities, the Audit Committee
on 01.02.2022 was informed by the Statutory Auditor on the preliminary actions to audit the
financial statements, i.e. the mandatory annual audit before its implementation and evaluated
the plan, confirming that it covers the main areas of the audit and taking into account the main
business and financial risks.
On 18.04.2022, the Draft Reports on the Company's Financial Statements were presented and
the main issues that concerned the statutory auditor during his audits were discussed. Also, the
draft special report provided for by the legislation (L.4449/2017 and E.537/2014), regarding the
SPACE HELLAS S.A.
Annual Financial Report 2022
106
audit of the Company's Financial Statements for the year ended December 31, 2021, was
presented to the Audit Committee.
From the audit work carried out by the Statutory Auditor, no cases of significant uncorrected
errors were identified for which correction or reformation was needed in the individual and
consolidated financial statements.
On 27.09.2022, the results of the review work on the Company's Interim Financial Statements
were presented and the main issues that concerned the Statutory Auditor were discussed.
In general, the Commission examined all the services provided by the Certified Auditors and
confirmed that no other services had been provided beyond the mandatory ones in the
context of accounting, tax and other audits.
Meetings with Company Executives and other issues
The Audit Committee met with executives and members of the Board of Directors of the
Company and was informed about the progress of the Company and the Group. In addition,
he was briefed by the Chief Financial Officer on the procedures for compiling the Financial
Information and on the procedures applied to ensure the completeness and validity of the
required disclosures.
Sustainable Development Policy
Sustainable Development is an integral part of SPACE HELLAS' business strategy and its principles
are integrated into its operation. The Company's Management estimates that the Company
has sufficient resources to ensure the smooth continuation of its operation as a "Going Concern"
in the foreseeable future.
In the context of its operation, the Company places special emphasis on issues of economic
development, as well as the environment, human resources and society, in accordance with
its values, i.e. responsibility, integrity, transparency, efficiency and innovation. More specifically,
the Company invests in research and continuous improvement of its products and services as
well as in the design and development of new ones, in order to cover the most specialized
needs and requirements of its customers.
The Company takes care of the smallest impact of its activities on the environment and uses
the best available techniques and the most modern systems of environmental protection,
management and energy saving.
SPACE HELLAS S.A.
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107
In terms of human resources, the Company operates with respect for internationally recognized
human rights and implements policies of fair pay, based on the merits and equal opportunities
for all its human resources, while supporting and making no distinction in terms of diversity. To
this end, the Company has signed the Diversity Charter of Greece, which aims to act as a
means of commitment for the implementation of equal opportunities and diversity in Greece,
and has joined the Diversity Charter Greece (https://diversity -charter.gr/signatories/).
At the same time, it offers equal opportunities for development through continuous training and
systematic evaluation. It consistently implements a long-term strategy, focusing on fundamental
priorities such as attracting, training and retaining qualified human resources.
The Company encourages the exchange of ideas, opinions and information between
employees, adheres to the legislation for the protection of personal data and demonstrates
zero tolerance for malicious or offensive behavior of intimidation and harassment in the
workplace, with the aim of creating a working environment and conditions, which they help to
optimize the efficiency of the employees and, by extension, the sustainability of the Company.
For this purpose, the Company has a Policy for Combating Violence and Harassment and for
the Management of Internal Complaints (in accordance with articles 9 and 10 of Law 4808/2021
and the applicable regulatory legislation, YA 82063/22- 10-2021 of the Ministers of Education
and Religious Affairs and Tourism – Official Gazette 5059B/01-11-2021 which covers the persons
of paragraph 1 of article 3 of Law 4808/2021), which is notified to every employee and is freely
accessible from all employees and posted on the company's website. The Company strives to
provide its people with a unique work experience, earn their loyalty and provide incentives that
will push them to give their best and develop their potential.
Space Hellas implements an integrated and certified Health and Safety management system
in the Workplace which is designed to minimize risks, take continuous measures to prevent
accidents and occupational diseases, continuously train employees as well as strengthen the
work culture. The Health & Safety Management System in the workplace is certified according
to the international standards OHSAS 18001 new version ISO 45001:2018.
The Company, with awareness and within the spirit of Corporate Social Responsibility, operates
with responsibility towards people, society and the environment, voluntarily undertaking
commitments that exceed the limits of common regulatory and contractual requirements,
which are respected in any case. Closely linked to the Company's mindset, is the active
concern for people both on a business and social level. Future-oriented, it embraces diversity
and reinforces in every way the feeling of fair treatment.
Space Hellas - for an environmentally responsible operation - has developed and implemented
an Environmental Management System, according to the international standard ISO
SPACE HELLAS S.A.
Annual Financial Report 2022
108
14001:2015 for which it has been certified, by independent internationally recognized
certification bodies, in Athens, Thessaloniki and other facilities. All environmental risks are
identified and assessed annually and appropriate measures are taken to minimize them to an
absolutely low and tolerable level.
In carrying out its work, within the aforementioned period, the Audit Committee had
unhindered and full access to all the information that was necessary and at the same time had
the necessary infrastructure and resources for the effective exercise of its duties and the
implementation of its work. Within the framework of its responsibilities, it will continue to
contribute to the smooth adaptation of the Company to the new, upgraded but also very
demanding framework that was established regarding Corporate Governance.
The Chairman of the Audit Committee
Theodoros Gakis »
"Report of the Audit Committee
Corporate Fiscal Year 01.01.2022 - 31.12.2022
Period 11. 10.2022 - 31.12.2022
of the Ordinary General Meeting of the shareholders of the Societe Anonyme with the name
"SPACE HELLAS SOCIETE ANONYME TELECOMMUNICATIONS, INFORMATION AND SECURITY
SYSTEMS AND SERVICES - PRIVATE SECURITY SERVICES COMPANY"
MARCH 2023
SPACE HELLAS S.A.
Annual Financial Report 2022
109
Dear Shareholders and representatives of the Company's shareholders,
On behalf of the Audit Committee of the Company and in my capacity as its Chairman, I submit
the current Report of the Committee for the period 11.10.2022 - 31.12.2022), within which I served
as Chairman of the Audit Committee, aiming to inform you about the work of the Committee
as to ensure its compliance of the Company with the current legislative and regulatory
"framework" governing its operation and the management of relevant risks.
Purpose & Composition of the Audit Committee
The purpose of the Audit Committee of the company "Space Hellas Societe Anonyme
Telecommunications, Information Technology, Security Systems and Services - Private Security
Services Company" (hereinafter the "Company") is the support of the Board of Directors in
matters of quality supervision and financial integrity and the financial statements, the
evaluation of the effectiveness of the internal control systems and the risk management as well
as the monitoring of the obligatory audit of the annual and consolidated financial statements
of the Company. Further analysis of the purpose of the Audit Committee is available in the Rules
of Procedure of the Audit Committee, which is posted on the Company's website:
(https://www.space.gr/el/corporate-governance-code).
The Rules of Procedure of the Audit Committee were drafted in accordance with the current
legislation and the requirements of the Capital Market (Law 4706/2020, Regulation (EU) No.
537/2014 of the European Parliament and of the Council of 16 April 2014 and the relevant
circulars of the Hellenic Capital Market Commission No. 1302 / 28.4.2017 and 1508 / 17.07.2020),
and was approved by the Board of Directors of the Company with its Decision of 16.07.2021
(Minutes of the meeting of 16.07.2021).
The establishment and operation of the Audit Committee is governed by the provisions of article
44 of Law 4449/2017, Law 4706/2020, Regulation (EU) No. 537/2014 of the European Parliament
and of the Council of 16 April 2014 and the relevant circulars of the Hellenic Capital Market
Commission No. 1302 / 28.4.2017 and 1508 / 17.07.2020. According to circular No. 427 / 22.2.2022
of the Hellenic Capital Market Commission, the Income Statement is issued together with the
annual financial report of the Company and is a distinct part of its content.
The Audit Committee is a committee of the Board of Directors of the Company and consists of
three (3) members. With the from 18.06.2020 34th Ordinary General Meeting of the Company's
shareholders as members, with a term of six years, the following persons were elected:
SPACE HELLAS S.A.
Annual Financial Report 2022
110
The Audit Committee is a committee of the Company's Board of Directors and consists of three
(3) members (non-executive members of the Company's Board of Directors, the majority of
whom are independent).
All the members of the Committee are non-executive members of the Company's Board of
Directors, who meet the eligibility criteria and two (2) of them are independent members who
meet the independence requirements of Article 9 of Law 4706/2020, on independent non-
executive members of the Board of Directors.
The Chairman of the Audit Committee is a Suspended Auditor and has proven sufficient
knowledge in accounting and auditing and auditing and must be present at the meetings of
the Committee concerning the approval of the financial statements of the Company. All
members of the Audit Committee have sufficient knowledge of the sector in which the
Company operates .With the 34th Annual General Meeting of the Company's shareholders, the
following persons were elected as members, with a six-year term:
Name
Position in the Committee
Theodoros Th. Gakis
President, non-executive
member of the BoD
Emmanouil I. Chatiras
Member, non-executive
member of the BoD
Athanasios N. Patsouras
Member, non-executive
member of the BoD
Subsequently, after the resignation of the independent non-executive member of the
Company's Board of Directors and member of the Audit Committee, Mr. Athanasios Patsoura,
a member of the Board of Directors and by extension also of the Audit Committee, the
Company's Board of Directors with its decision as of 13.05.2021and after examining the eligibility
criteria and independence conditions of article 44 of Law 4706/2020 and Articles 10 and 74 par.
4 of Law 4449/2017, as well as of the no. 1508/17-7-2020 of the Capital Market Commission's
circular, appointed Mr. Theodoros Hatjistamatiou of Nikolaou, non-executive Vice-Chairman of
the Company's Board of Directors, as a new member of the Audit Committee, for the remainder
of the Committee's term, which is coincides that of the company's board of directors. This
election was announced at the 35th Ordinary General Meeting of the company's shareholders
on 17.06.2021.
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With the decision of the 36th Annual General Meeting of the Company's shareholders of
22.06.2022 (item 8), the type, composition (number of members and attributes) and term of
office of the Company's Audit Committee were determined in accordance with articles 44 of
Law 4449/2017 and 74 par. 4b of Law 4706/2020 and specifically that: (a) the type of Audit
Committee to be a committee of the Board of Directors according to the Company's practice
until then, i.e. a committee consisting of non-executive members of the Board of Directors of
the Council (Article 44 par. 1 (aa) of Law 4449/2017, as applicable) the majority of which will be
independent (Article 44 Par. 1 (d) of Law 4449/2017, as applicable) (b) the composition of the
Audit Committee to be, according to the company's practice until then, three members (c) the
term of office of the members of the Committee to coincide with the term of office of the Board
of Directors of the Company, which is six years and exceptionally extended until the end of the
term , in which the next regular general meeting must be held and until the relevant decision is
taken, i.e. no later than September 10, 2026, subject to any repeat or postponed meeting.
Subsequently, due to the resignation of the independent non-executive member of the
Company's Board of Directors, Mr. Theodoros Gakis, as a member of the Board of Directors and
by extension as a member of the Audit Committee, the Board of Directors of the company with
its decision of 11.10.2022, after taking into account the relevant recommendation of the
Company's Remuneration and Nominations Committee following its reasoning, with the
content of which all the members of the board of directors agreed and the assumptions of
which were adopted as is and in full, after verifying and finding that the new member is
independent in accordance with the provision of article 44 paragraph 1 item (d) of Law
4449/2017 as long as it meets the independence criteria of Article 9 of Law 4706/2020 (as
already verified by the Board of Directors of the Company by virtue of 10.10. 2022 of his
decision)and confirmed, and based on his CV and all the documents, statements and
information obtained from him, from the company internally and from external sources, that
the new member meets the other specifications defined by article 44 of Law 4449/ 2017
appointed as a new independent member of the Audit Committee the independent non-
executive member of the Board of Directors of the Company Mr. Irinaios Theodorou, until the
next general meeting of the Company's shares which will decide on the assignment of the status
of the independent non-executive member to as above member elected by the Board of
Directors either to another existing member or to a new member that the general meeting will
elect, in accordance with the applicable provisions.
Consequently, the Audit Committee at the meeting of 11.10.2022 was reconstituted into a body
as follows:
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Name
Position in the Committee
Irinaios G. Theodorou
President, non-executive
member of the BoD
Emmanouil I. Chatiras
Member, non-executive
member of the BoD
Theodoros N. Chatzistamatiou
Member, non-executive
member of the BoD
The brief CVs of the members of the Audit Committee are as follows:
Irinaios Theodorou, President: Mr. Irinaios Theodorou has many years of professional experience
and specialized knowledge at a high level as a suspended certified public accountant (A.M.
SOEL 4016) with significant collaborations in the financial and audit sector. In particular, Mr.
Theodorou is a partner of the consulting company FK Consulting Services SA. and has
participated in numerous projects related to the preparation, analysis and audit of financial
statements, international financial reporting standards, the preparation of consolidated
financial statements, the preparation of budgets and financial reports, the preparation of
strategic and business plans, the reorganization of companies and the assessment of business
risks, the preparation of risk assessment and the general compliance of businesses with the
respective legal framework of their operation and corporate governance. During the above
many years of experience, Mr. Theodorou was involved in projects in the fields of IT and
technology, areas of activity of the company. An indicative list is the following: advisory support
in the application of IFRS 15 (recognition of income) for the NOVA & Forthnet companies,
preparation of financial statements with the DIGEA company (digital provider), and
participation in a special purpose control group for the OTE group. He also has significant
knowledge and experience in matters of internal control, quality assurance and risk
management, having participated in many projects to create and reorganize internal control
departments, draw up annual audit programs and internal control operating manuals, in
accordance with applicable legal and institutional requirements and international internal
control standards (COSO methodology).
Theodoros Chatzistamatiou, Member: Mr. Theodoros Chatzistamatiou was born in Athens on 3-
7-1949. He is a graduate of the Department of Mathematics of the University of Athens (1973)
and of NCSR Democritus (degree of Analysis and Programming (1973), while in the period 1975-
1976 he studied analysis and programming. In 1977, he served as Chief Payroll Officer in the
Naval General Staff of the Ministry of National Defense, with responsibility for planning and
analysis. name: Hellenic Informatics Systems SA, a subsidiary of ETVA and assuming the position
of administrator of the Mediterranean Integrated Program (IMP) IT achieved the absorption of
IMP to reach 97% within two years (from 13%). In 1993 he was a secretary at the General
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Secretariat of Information Systems of the Ministry of Finance. In the period 1994-1999 he held the
position of director in the Hydrographic Service. In the period 1999-2006 he was the president
of ISCHYS A.E.L.D.E. In the period 2000-2012 he was president and CEO of Master Hellas
Consulting SA. In the period 2009-2013 he was chairman of the board of directors of DEFKALION
SA. He is the author of the book: "Learning COBOL Language" (1982) and his articles have been
published in industry and daily press (1983-1992). He also has many years of educational
experience in computer science, as in the period 1981-1987 he was a professor of computer
languages at the School of Computer Programming of the Ministry of National Defense. He has
participated in a number of complex IT projects. He is fluent in English. From 17-03-2016 he was
an independent non-executive member of the Board of Directors of Space Hellas.
Emmanuel Hatiras, Member: Manos Hatiras was born in Athens on 03-08-1977. He is a recognized
executive with proven know-how and business experience with significant financial success in
London and New York. His experience in building new business ideas in multinational
organizations gives him invaluable knowledge of how international companies operate. Today
he is the CEO & Co-Founder of CURITY PHARMA S.A. (former HEXO MED S.A.). He has over 15
years of experience in investment management and financial experience. From 2009 to 2019
he excels at Deutsche Bank in London. He started his career at Deutsche Bank as Head of
Hedge Funds Research and Investment at Corporate & Investment Bank. In 2013 he transferred
to the capital management department of Deutsche Bank as the Global Head of Hedge Funds.
Since 2016 he has been the Chief Executive Officer - Global Head of Multi-Asset Products, at
the Corporate & Investment Bank of Deutsche Bank and a Member of the Executive Committee
of Global Investment Solutions. Under Mr. Hatiras' leadership, his team was directly responsible
for managing $ 12 billion and had been repeatedly recognized as the Best Overall Investment
Platform. Prior to joining Deutsche Bank, he was Credit Agricole's Chief Research Officer for
European Holdings and a member of Credit Agricole's Investment Committee. He began his
professional career in 2004 in New York as a hedge fund analyst at Lyra Capital LLC. During his
financial career he was involved in most markets including the IT market having analyzed
Hedge Funds investments in the IT field. He is the author of academic and practical articles with
papers published by Wiley Publications as well as The Journal of Alternative Investments. He
holds an MBA from the University of Massachusetts in the USA. and a bachelor's degree in
Economics and IT Management from the University of Maine in the USA where he graduated
with honors.
Operation of the Audit Committee
Without prejudice to the responsibility of the members of the administrative or management
body or other members elected by the general meeting of the shareholders of the audited
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entity, the responsibilities of the Audit Committee are defined in paragraph 3 of article 44 of
Law 4449/2017 and more specifically:
a. informs the board of the audited entity about the result of the statutory audit and explains
how the statutory audit contributed to the integrity of the financial information and what was
the role of the Audit Committee in that process,
b. monitors the financial reporting process and submits recommendations or proposals to
ensure its integrity,
c. monitors the effectiveness of the company's internal control, quality assurance and risk
management systems and, as the case may be, its internal control department, with regard to
the audited entity's financial information, without infringing the independence of this entity,
d. monitors the mandatory audit of the annual and consolidated annual financial statements
and in particular its performance, taking into account any findings and conclusions of the
competent authority in accordance with par. 6 of article 26 of Regulation (EU) no. 537/2014,
e. oversees and monitors the independence of certified public accountants or audit firms in
accordance with articles 21, 22, 23, 26 and 27, as well as article 6 of Regulation (EU) no. 537/2014
and in particular the appropriateness 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 auditing firms and
proposes the certified public accountants or auditing firms to be appointed in accordance with
Article 16 of Regulation (EU) no. 537/2014, unless par. 8 of article 16 of Regulation (EU) no.
537/2014.
The responsibilities of the Audit Committee are analyzed in article 4 of its Operating Regulations.
Meetings of the Audit Committee
With the change in composition, the new Chairman of the Audit Committee, Mr. Theodorou,
was informed by the former Chairman of the Audit Committee, Mr. Gakis, of the Audit
Committee's actions until October 10, 2022. Examples include: a) approval of the Financial
Statements for the fiscal year 2021 and the Interim Financial Statements for the period
01.01.2022 – 30.06.2022, b) selection of Certified Public Accountants, c) proposal to appoint a
new Head of the Internal Audit Unit, d) establishment and staffing of the Risk Management Unit.
He also informed that: a) there is an approved Meeting Plan of the Audit Committee, b) there
is an Operating Regulation of the Audit Committee and c) there is an approved Audit Program
of the Internal Audit Unit. The Head of Internal Audit Unit has delivered three (3) Internal Audit
reports concerning the year 2022 and one (1) concerning the year 2021.
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The Audit Committee monitors and updates after each meeting the annual Meeting Plan,
which includes, for example:
· Approving the annual program of the Internal Audit Unit and monitoring its execution – Audit
Reports.
· Monitoring, examination and evaluation of the preparation process of the financial
information.
· Monitoring the effectiveness of the Internal Control System, mainly through the work of the
Internal Control Unit and the work of the Certified Auditor.
· Overview of the main accounting assumptions for the Company's Financial Statements, at an
individual and consolidated level.
· Proposal to appoint a Certified Public Accountant.
· Timetable for drafting the financial information (updated by the Management).
· Review of financial reports prior to their approval by the Board of Directors.
· Audit Committee Annual Report.
The above works have been adequately executed during the relevant period
From 11.10.2022 to 31.12.2022, five (5) meetings of the Committee were held. The meetings were
held on the subjects that fall within the areas of competence of the Committee, with an
emphasis on the following subjects: a) Financial Information, b) External Audit, c ) Internal Audit
and d) Other issues related to its responsibilities. In all the meetings, five (5) issues were discussed
and decisions were made. Of these, one (1) relates to Internal Audit issues, one (1) to Financial
Reporting, two (2) to Corporate Governance issues and one (1) related to the operation of the
Audit Committee. During this period, no proposals were made to the Company's Board of
Directors.
Within the fiscal year 2023, the Audit Committee held three meetings with the Company's
Statutory Auditor. In the meetings, the Financial Statements funds and the work expected to be
carried out on the most important funds were discussed in detail. The Statutory Auditor
presented to the members of the Committee the Preliminary financial statements audit actions
for the year 2022 as well as the audit work that would be carried out in the risk areas and more
specifically in the following fields:
• Investments in companies: impairment testing
• Goodwill: impairment control
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• Intangible assets
• Revenue recognition
• Impairment of receivables
• Deferred tax assets
Also, the Statutory Auditor notified the Audit Committee of the audit instructions sent to the
Statutory Auditors of the Group Companies for the 2022 financial year.
The Audit Committee carried out its tasks with full operational autonomy under the guidance
of its Chairman, who is responsible for convening the meetings and defining the topics, which
will be included in the agenda.
All members of the Audit Committee participated in all the meetings and in each case the
relevant minutes were kept. Depending on the topics of the meetings and as the case may be,
the Statutory Auditor, the Internal Auditor and the person in charge of the Evaluation of the
Internal Control System were invited and participated as well as the Directors of the Company
who are charged with the administration and management of the company's work, affairs and
activities , in order to provide the necessary information and clarifications. All decisions of the
Committee were taken unanimously.
Financial statements - Financial Information procedures
The Audit Committee, in view of informing its new Chairman, contacted the Sworn Auditor and
the interim Financial Statements of the Company and the Group for the period 01.01.2022 to
30.06.2022 were analyzed for the review work carried out. In particular, further information was
requested and provided regarding the composition of certain funds of the Financial Statements
and the audit procedures applied in the context of the conducted audit.
Also, the Audit Committee was informed about the process and the start of work for the audit
of the year 2022. According to the Statutory Auditor, the areas of the corporate and
consolidated Financial Statements that have been assessed as "high" risk during the audit
process for use 2022 are as follows:.
✓ Investments – recoverability (impairment control)
✓ Group goodwill
✓ Intangible assets
✓ Revenue recognition
✓ Impairment of receivables
✓ Recoverability of deferred tax assets
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Within the fiscal year 2023, the Audit Committee, in cooperation with the Statutory Auditors and
the Financial Directorate, thoroughly examined and evaluated the important issues for the
Company, as mentioned above (high risk areas). He also evaluated the process of preparing
the Financial Statements and indicatively: the use of the going concern assumption, the
accounting policies of the Company, the important judgments, assumptions and estimates
during the preparation of the financial statements.
For the Company's Financial Statements, on an individual and consolidated level, which were
drawn up in accordance with IFRS for the year ending on December 31, 2022, the Audit
Committee recommended their approval by the Board of Directors, carrying out the prescribed
procedure.
Internal Control Unit - Internal Control System (ICS) and Risk Assessment/Management
Procedures
An evaluation of the Head of the Internal Audit Unit for the year 2022 was carried out based on
a specially designed questionnaire, which resulted in a sufficient, unanimous from all EU
members, for the professionalism and consistent work she has demonstrated since taking up her
duties (April 2022) until the end of fiscal year 2022.
Findings of the reports of the Internal Audit Unit were made available to the Board of Directors,
which acted accordingly to restore the findings, with an emphasis on those characterized as
high and medium risk.
Communications were made to inform the Audit Committee with the Assessors of the Internal
Control System, during which the Audit Committee was informed of the progress of the work.
Finally, the Audit Committee received the annual report from the Risk Management Unit, which
states the most important risk areas to be taken into account in the process of drawing up the
Unit's Annual Control Plan for the year 2023.
Meetings with Company Executives and other matters
The Audit Committee met with directors and members of the Company's Board of Directors and
was informed about the progress of the Company's operations. He was informed by the
Financial Director of the Company and the Group about the procedures for the preparation of
the Financial Information for the preparation of the 2022 annual Financial Statements.
Sustainable Development Policy
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Sustainable Development is an integral part of SPACE HELLAS' business strategy and its principles
are integrated into its operation. The Company's Management estimates that the Company
has sufficient resources to ensure the smooth continuation of its operation as a "Going Concern"
in the foreseeable future.
In the context of its operation, the Company places special emphasis on issues of economic
development, as well as the environment, human resources and society, in accordance with
its values, i.e. responsibility, integrity, transparency, efficiency and innovation. More specifically,
the Company invests in research and continuous improvement of its products and services as
well as in the design and development of new ones, in order to cover the most specialized
needs and requirements of its customers.
The Company takes care of the smallest impact of its activities on the environment and uses
the best available techniques and the most modern systems of environmental protection,
management and energy saving.
In terms of human resources, the Company operates with respect for internationally recognized
human rights and implements policies of fair pay, based on the merits and equal opportunities
for all its human resources, while supporting and making no distinction in terms of diversity. To
this end, the Company has signed the Diversity Charter of Greece, which aims to act as a
means of commitment for the implementation of equal opportunities and diversity in Greece,
and has joined the Diversity Charter Greece (https://diversity -charter.gr/signatories/).
At the same time, it offers equal opportunities for development through continuous training and
systematic evaluation. It consistently implements a long-term strategy, focusing on fundamental
priorities such as attracting, training and retaining qualified human resources.
The Company encourages the exchange of ideas, opinions and information between
employees, adheres to the legislation for the protection of personal data and demonstrates
zero tolerance for malicious or offensive behavior of intimidation and harassment in the
workplace, with the aim of creating a working environment and conditions, which they help to
optimize the efficiency of the employees and, by extension, the sustainability of the Company.
For this purpose, the Company has a Policy for Combating Violence and Harassment and for
the Management of Internal Complaints (in accordance with articles 9 and 10 of Law 4808/2021
and the applicable regulatory legislation, YA 82063/22- 10-2021 of the Ministers of Education
and Religious Affairs and Tourism – Official Gazette 5059B/01-11-2021 which covers the persons
of paragraph 1 of article 3 of Law 4808/2021), which is notified to every employee and is freely
accessible from all employees and posted on the company's website. The Company strives to
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provide its people with a unique work experience, earn their loyalty and provide incentives that
will push them to give their best and develop their potential.
Space Hellas implements an integrated and certified Health and Safety management system
in the Workplace which is designed to minimize risks, take continuous measures to prevent
accidents and occupational diseases, continuously train employees as well as strengthen the
work culture. The Health & Safety Management System in the workplace is certified according
to the international standards OHSAS 18001 new version ISO 45001:2018.
The Company, with awareness and within the spirit of Corporate Social Responsibility, operates
with responsibility towards people, society and the environment, voluntarily undertaking
commitments that exceed the limits of common regulatory and contractual requirements,
which are respected in any case. Closely linked to the Company's mindset, is the active
concern for people both on a business and social level. Future-oriented, it embraces diversity
and reinforces in every way the feeling of fair treatment.
Space Hellas - for an environmentally responsible operation - has developed and implements
an Environmental Management System, according to the international standard ISO
14001:2015 for which it has been certified, by independent internationally recognized
certification bodies, in Athens, Thessaloniki and other facilities. All environmental risks are
identified and assessed annually and appropriate measures are taken to minimize them to an
absolutely low and tolerable level.
In carrying out its work, within the aforementioned period, the Audit Committee had
unhindered and full access to all the information that was necessary and at the same time had
the necessary infrastructure and resources for the effective exercise of its duties and the
implementation of its work. Within the framework of its responsibilities, it will continue to
contribute to the smooth adaptation of the Company to the new, upgraded but also very
demanding framework that was established regarding Corporate Governance.
The Chairman of the Audit Committee
Irinaios Tehodorou
Remuneration and Nominations Committee
The Remuneration and Nominations Committee (hereinafter the "Committee"), was established
in July 2021 in accordance with Law 4706/2020 on corporate governance, the Greek Code of
Corporate Governance 2021 and the decision of 16-07-2021 of the Board of Directors.
Company.
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It is a single committee of the Board of Directors of the Company (as provided by article 10 par.
2 of law 4706/2020 and in accordance with the decision of 16-07-2021 of the Board of Directors
of the Company) and consists of at least three (3) non- executive members of the board of
directors, of which at least two (2) are independent non-executive members. In any case, the
majority of the members of the committee consists of independent non-executive members,
while the chairman of the committee is appointed as an independent non-executive member.
The term of office of the members of the committee is proportional to that of the board of
directors and in case of resignation of a member, in its place, a new member is appointed by
a decision of the board of directors of the company for the remainder of the term of the
committee. The participation in the committee does not exclude the possibility of participation
in any other committees of the Board of Directors of the Company.
The purpose of the committee is to assist in the good, efficient and transparent management
of the company through, mainly, the exercise of the following responsibilities:
(a) on the one hand, the search for suitable persons to become members of the board of
directors on the basis of the selection procedure in Article 2 of the Rules of Procedure and taking
into account the criteria set out in the company’s suitability policy; and
b) on the other hand, the formulation of proposals to the board of directors regarding (a) the
remuneration policy submitted for approval to the general meeting of shareholders of the
company in accordance with article 110 par. 2 of law 4548/2018, (b) remuneration persons
within the scope of the remuneration policy as well as the management of the company, in
particular the head of the internal control unit, and (c) the examination of the information
contained in the final draft of the annual remuneration report, giving its opinion to the board
of directors of the company before the submission of the report to the general meeting of the
shareholders of the company, according to article 112 of law 4548/2018.
In addition to the above, the committee may fulfill any other responsibilities assigned to it by
the Regulations, the Internal Rules of Operation of the company and the Suitability Policy of the
company or the current legislation (such as, by way of law L.4706 / 2020 as well as the all types
of legislation issued by its authorization and implementing legislation and Law 4548/2018).
The individual responsibilities of the committee and the procedures for fulfilling its purpose are
described in its operating regulations approved by the board of directors (from 16-07-2021
decision) which is posted on the company's website: https://www.space.gr/el/corporate-
governance-code.
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With the decision of 16-07-2021 of the board of directors, the members of the committee were
appointed Messrs. Theodoros Chatzistamatiou (non-executive Vice Chairman of the Board of
Directors of the Company), Theodoros Gakis (independent non-executive member of the
Board of Directors of the Company) and Emmanuel Hatiras (independent non-executive
member of the Board of Directors of the Company), and then the 19 -7-2021 meeting, was
formed as follows: Emmanuel Hatiras (Chairman, independent non-executive member of the
Board of Directors of the Company), Theodoros Gakis (Member, independent non-executive
member of the Board of Directors of the Company), Theodoros Chatzistamatiou, (Member ,
non-executive Vice President of the Board of Directors of the Company).
Subsequently, due to the resignation of the independent non-executive member of the
Company's board of directors, Mr. Theodoros Gakis, as a member of the board of directors and
consequently as a member of the remuneration and nominations committee, the board of
directors with its decision of 11.10.2022 (as of 11.10. .2022 minutes of the meeting), after
unanimously accepting the relevant recommendation of the remuneration and nominations
committee of the Company and after taking into account the regulation of the remuneration
and nominations committee, appointed as a new member of the remunerations and
nominations committee Mr. Irinaios Theodorou, independent non-executive member of the
Company's board of directors, replacing Mr. Theodoros Gakis, until the next general meeting of
the company's shares, which will decide on the assignment of the status of independent non-
executive member to the new member elected by the board of directors either to another
existing member or to a new member that the general meeting will elect.
During the year 2021, one (1) meeting of the committee was held (for its formation in a body)
in which all its members participated.
During the 2022 financial year, five (5) meetings of the committee were held and all its members
- during their term of office - participated in all the meetings.
The following is the Proceedings Report of the Remuneration and Nominations Committee, for
the corporate year: 01.01.2022 – 31.12.2022:
"Report of Proceedings of the Remuneration and Nominations Committee
for Financial year 01.01.2022 – 31.12.2022
Athens, March 20, 2023
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Dear Board Members,
This report of the activities of the Remuneration and Nominations Committee for the fiscal year
2022 (01.01.2022 – 31.12.2022) is submitted in accordance with the Commission's Operating
Regulations and document no. 425/21/02/2022 of the Capital Market Commission and its
decision No. 1/891/2020, and aims to inform you about the Commission's work during the 2022
financial year.
In the year 2022, five (5) meetings of the Committee were held, including the meeting to
reconstitute the Committee following the replacement of the member, Mrs. Theodoros Gakis,
by Mr. Irinaios Theodorou, in which all the current members of the Committee participated.
The meetings were held on the issues falling within the areas of competence of the Committee,
and concerned:
(I) In formulating a proposal to the management, in accordance with article 11 point (b) of Law
4706/2020 and the company's Remuneration Policy, regarding the remuneration of the persons
who fall within the scope of the Remuneration Policy, in accordance with article 110 of Law
4548/2018 (from 26-05-2022 meeting).
In particular, the Committee submitted to the company's board of directors its
recommendation/proposal dated 26.05.2022 (which was formed during its meeting dated May
26, 2022), with which it recommended, for the reasons detailed therein, to be proposed to the
annual regular general meeting of the company's shareholders in the year 2022, the granting
of free own shares of the company to the executives of Mrs. Ioannis Mertzanis, CEO and
executive member of the company's board of directors and Mr. Ioannis Doulaveris, Financial
Director and executive member of the board of directors of the company, as follows: (a) grant
of sixty thousand (60,000) own shares to Mr. Ioannis Mertzanis, due to his position and particularly
increased duties and responsibilities as CEO and (b) grant of forty-three thousand three
hundred and eight (43,308) own shares to Mr. Doulaveris with the obligation to hold these shares
for a period of twelve (12) months from the date they will be transferred to them in order to
further harmonize the company's interests with those of the two beneficiaries, in accordance
with the company's Remuneration Policy and the articles 109, par. 1 and 114 of Law 4548/2018.
(II) In the examination, according to sec. c) of article 11 of Law 4706/2020, the information
contained in the final draft of the annual remuneration report for the corporate year 2021
(01/01/2021-31/12/2021) and the wording of the agreement of to the company's board of
directors, before submitting the remuneration report to the general meeting of the company's
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shareholders on 22.06.2022 for discussion and providing an advisory vote (from 06-06-2022
meeting).
(III) In the examination of fulfillment of the suitability and independence criteria of the members
of the company's Audit Committee in accordance with the company's suitability policy, the
relevant legislation and following the decision of the 36th regular general meeting of the
company's shareholders (from 11-07-2022 decision).
In particular, following the decision of the 36th regular general meeting of the company's
shareholders on 22.07.2022 (item 8th) which determined and confirmed the type, composition
(number of members and qualities) and term of office of the company's audit committee in
accordance with article 44 of Law 4449/2017 as amended and in force, and following a
relevant proposal by the company's board of directors, the Commission examined based on its
Regulations and taking into account the criteria provided for in the Company's Suitability Policy
and Law 4706/2020 on the corporate governance, the fulfillment of the individual suitability
criteria in the persons of Mr. Emmanuel Hatiras, Theodoros Chatzistamatiou and Theodoros
Gakis, members of the board of directors and the Audit Committee of the company, as well as
the fulfillment of the independence criteria of the independent non-executive members, etc.
Theodorou Gakis and Emmanuel Hatiras, according to 9 par. 1 and 2 of Law 4706/2020.
(IV) In the evaluation of the new independent non-executive member of the company's board
of directors and member of the Audit Committee and the Remuneration and Nominations
Committee of the company, Mr. Irinaios Theodorou (07-10-2022 meeting).
In particular, following the resignation of Mr. Theodoros Gakis, member of the board of directors
and the Audit Committee and the Remuneration and Nominations Committee of the
company, and in order to replace him, in accordance with article 9 par. 4 of Law 4706/2020
and the article 44 par.1 (f) of Law 4449/2017, the Committee was invited by the board of
directors to identify and propose to it suitable candidates to replace Mr. Gakis, in accordance
with its Regulations, the Company's Suitability Policy , the provisions of Law 4706/2020 on
corporate governance, article 44 of Law 4449/2017, as applicable, and the Operating
Regulations of the Audit Committee and the Remuneration and Nomination Committee of the
company.
Based on the description of the role and the skills required for the specific appointment and
after a relevant investigation, the committee proposed as a candidate a new independent
non-executive member of the board of directors and a new independent member of the Audit
Committee and the Remuneration and Nomination Committee, Mr. Ireneos Theodorou, after
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verifying that he meets the eligibility requirements, both individually and collectively, in
accordance with the Company's Eligibility Policy, Law 4706/2020, Article 44 of Law 4449/2017
and the Regulation of the Functioning of the Remuneration and Nominations Committee and
the Audit Committee and after checking and verifying the fulfillment of the independence
criteria in accordance with article 9 par. 1 and 2 of Law 4706/2020 and article 44 par. 1 (d) of
Law 4449 /2017.
In carrying out its work, the Remuneration and Nominations Committee had unhindered and
full access to all the necessary information and at the same time had the necessary
infrastructure and resources for the effective exercise of its duties and the implementation of its
work. Within the scope of her responsibilities, she will continue to contribute to the smooth, lawful
and smooth operation of the company.
The Chairman of the Remuneration and Nominations Committee
Emmanouil Hatiras
D. General Meeting - Shareholders' rights.
The mode of operation of the general meeting of shareholders.
The general meeting is the supreme body of the Company and is entitled to decide on each
corporate case of the Company in accordance with Law 4548/2018. Its decisions also bind the
absent or dissenting shareholders. The general meeting is the only one competent to decide
on the issues mentioned in article 117 of law 4548/2018, including the amendment of the
Company's articles of association.
The general meeting of shareholders must meet at the registered office of the Company or in
the district of another municipality within the prefecture of the registered office or other
neighboring municipality or in the district of the municipality, where its registered office is
located at least once for each corporate year no later than the tenth (10th ) calendar day of
the ninth month after the end of the financial year.
The invitation to convene the general meeting is also published on the Company's website and
is made public in a way that ensures rapid and non-discriminatory access to it, by means that
in the judgment of the Board of Directors are considered reasonably reliable, for effective
dissemination of information to the investor. public, in particular through national and pan-
European print and electronic media. The Company may not impose on shareholders a special
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charge for the publication of the invitation to convene the general meeting in any of the above
ways.
The convening of the general meeting shall include at least the exact address, date and time
of the meeting, clear agenda items, eligible shareholders, and precise instructions on how
shareholders will be able to attend. to attend the meeting and to exercise their rights in person
or by proxy or, where appropriate, remotely, as well as information on at least:
a) the rights of the shareholders of paragraphs 2, 3, 6 and 7 of article 141 of law 4548/2018, with
reference to the deadline within which any right can be exercised, or alternatively, the deadline
by which the rights can be these to be exercised. Detailed information about these rights and
the conditions for exercising them should be available by explicitly referring to the invitation on
the Company's website,
b) the procedure for exercising the voting right through a representative and in particular the
forms he uses for this purpose, the Company, as well as the means and methods provided in
the articles of association, according to paragraph 5 of article 128 of law 4548/2018, for the
Company to receive electronic notifications of appointment and withdrawal of
representatives, and c) the procedures for the exercise of the right to vote by correspondence
or by electronic means, if there is a case according to the provisions of articles 125 and 126 of
law 4548/2018,
Also the invitation: determines the date of registration, as provided in paragraph 6 of article 124
of law 4548/2018, noting that only persons who are shareholders on that date have the right to
participate and vote in the general meeting, notifies the place to which is available the full text
of the documents and draft decisions, provided in paragraph 4 of article 123 of law 4548/2018,
as well as the way in which they can be obtained, and indicates the address of the Company's
website, where the information of paragraphs 3 and 4 of article 123 of law 4548/2018 is
available.
If for technical reasons, the above data cannot be accessed via the Internet, the Company
points out on its website how to supply the relevant forms in paper form and sends them by post
and free of charge to any shareholder who requests it.
In order to enhance the transparency in the information of the shareholders, a summary of the
challenge of the general meeting is published in the Communication System "HERMES" because
it is reasonably reliable and has a pan-European scope.
The rights of the shareholders before the general meeting.
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Ten (10) days before the regular general meeting, the Company makes available to its
shareholders its annual financial statements, as well as the relevant reports of the board of
directors and auditors. The Company fulfills its obligation by posting the relevant information on
its website.
From the day of publication of the invitation for convening the general meeting until the day
of the general meeting, at least the following information is posted on the Company's website:
a) The invitation to convene the general assembly,
b) The total number of shares and voting rights that the shareholders incorporate at the date of
the invitation, indicating separate totals per category of shares,
(c) Forms to be used for voting by proxy or representative and, where applicable, for mail-order
voting and electronic voting, unless such forms are sent directly to each shareholder.
d) The documents to be submitted to the general meeting, a draft decision on each item of
the proposed agenda or, if no decision has been proposed for approval, a comment of the
board of directors, as well as the draft decisions proposed by the shareholders, in accordance
paragraph 3 of article 141 of law 4548/2018, immediately after their receipt by the Company.
Those entitled to participate in the general assembly.
The person who has the shareholder status at the beginning of the fifth day before the day of
the initial meeting of the general meeting (registration date) can participate in the general
meeting (initial meeting and recurring). The above recording date is also valid in case of
postponement or repeated meeting, provided that the postponed or repeated meeting is not
more than thirty (30) days from the recording date. If this does not happen or if for the case of
the repeated general meeting a new invitation is published, in accordance with the provisions
of article 130 of law 4548/2018, the person who has the shareholder status at the beginning of
the third day before participates in the general meeting. on the day of the adjourned or
repeated general meeting. Proof of shareholder status can be done by any legal means and
in any case based on information received by the Company from the central securities
depository, if it provides registry services or through the participating and registered
intermediaries in the central securities depository in any other case.
The shareholder participates in the general meeting and votes in person or through a
representative. Each shareholder can appoint up to three (3) representatives. However, if the
shareholder holds shares of the Company, which appear in more than one securities account,
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this restriction does not prevent the shareholder from appointing different representatives for
the shares appearing in each securities account in relation to a certain general meeting. The
power of attorney is freely revocable. A representative acting for more than one shareholder
may vote differently for each shareholder.
The shareholder may appoint a representative for one or more general meetings and for a
certain period of time. The representative votes, according to the instructions of the
shareholder, if they exist and archives the voting instructions for at least one (1) year, from the
date of the general meeting or, in case of its postponement, of the last repeat meeting in which
he used the power of attorney. Any non-compliance of the representative with the instructions
he has received does not affect the validity of the decisions of the general meeting, even if the
vote of the representative was decisive for the achievement of the majority.
The shareholder representative is obliged to notify the Company, before the beginning of the
general meeting, of any specific event that may be useful to the shareholders in assessing the
risk that the agent will serve interests other than the shareholder.
Within the meaning of the above paragraph, a conflict of interest may arise, in particular when
the agent:
a) Is a shareholder who exercises control of the Company or is another legal entity or entity
controlled by that shareholder,
b) Is a member of the board of directors or in general of the management of the Company or
shareholder who exercises control of the Company or another legal entity or entity controlled
by a shareholder who exercises control of the Company,
c) Is an employee or auditor of the Company or shareholder who exercises control of the
Company or another legal entity or entity controlled by a shareholder who exercises control of
the Company,
d) He is a spouse or first degree relative with one of the natural persons mentioned in cases a΄
to c΄ above.
The appointment and revocation or replacement of the shareholder's representative or
representative is made in writing or by electronic means and is submitted to the Company at
least forty eight (48) hours before the scheduled date of the meeting.
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The appointment and revocation or replacement of the shareholder's representative or
representative is made in writing or by electronic means and is submitted to the Company at
least forty eight (48) hours before the scheduled date of the meeting.
The Board of Directors is obliged to register in the list of persons entitled to vote at the general
meeting all shareholders who complied with the provisions of Law 4548/2018. If it did not comply
with the above regulations, the said shareholder participates in the general meeting only after
its permission.
Quorum
The general meeting is in quorum and meets validly on the issues of the agenda, when
shareholders or representatives representing at least one fifth (1/5) of the paid-up capital are
present or represented.
If this quorum is not reached, the general meeting meets again within twenty (20) days from the
date of the canceled meeting, following an invitation published at least ten (10) full days ago.
At this recurring meeting the general meeting is in quorum and meets validly on the issues of
the original agenda, whatever the part of the paid-up capital represented in it. A newer
invitation is not required if the place and time of the re-meeting had already been specified in
the original invitation, provided that there is at least five (5) days between the canceled
meeting and the re-meeting.
Exceptionally, in the case of decisions concerning the change of the Company's nationality,
the change of the object of this business, the increase of the shareholders' liabilities, the regular
capital increase, unless required by law or made by capitalization of reserves, the reduction of
the capital, unless it is done, according to paragraph 5 of article 21 of law 4548/2018 or
paragraph 6 of article 49 of law 4548/2018, the change of the way of distribution of profits, the
merger, division, conversion , revival, extension or dissolution of the Company, the provision or
renewal of authority to the board of directors to increase capital, in accordance with
paragraph 1 of article 24 of law 4548/2018, as well as in any other case defined by law that the
general meeting decides with an increased quorum and majority, the assembly is in quorum
and meets validly on the issues of the original agenda, when they are present or represented
in shareholders representing half (1/2) of the paid-up capital.
In the case of the previous paragraph, if the quorum of the last paragraph is not reached, the
general meeting is convened and meets again, in accordance with paragraph 2 of this section,
and is in quorum, when shareholders representing one-fifth are present or represented. (1/5) at
least of the paid-up capital. A newer invitation is not required if the place and time of the re-
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meeting had already been specified in the original invitation, provided that there is at least five
(5) days between the canceled meeting and the re-meeting.
V. The procedure of the general meeting:
The general meeting is convened by the board of directors, which determines the agenda with
a decision taken at its meeting, in application of the provisions of law 4548/2018 and the articles
of association of the Company.
Until the election of its chairman, which is done by it by a simple majority, the general assembly
is chaired by the chairman of the board of directors or his deputy. The chairman of the assembly
may be assisted by a secretary and a voter, who shall be elected in the same manner. The
chairman checks the regularity of the composition of the general assembly, the identity and
legitimacy of those present, the accuracy of the minutes, directs the debate, puts the issues to
a vote and announces the result of the latter. The non-election or the illegal election of the
president, as well as the non-observance of the above formalities do not affect the validity of
the decisions of the general assembly, if there are no other defects of these.
The general meeting is attended by the chairman of the board of directors, the managing
director, the financial director, executives of the corporate structure of the Company or the
legal advisors, as the case may be, the internal auditor, the chairman and / or the members of
the audit committee and the regular or an alternate statutory auditor of the Company's
statements and, if required, provide information and briefing on matters of their competence
that are put up for discussion and answer shareholders' questions on these matters.
The chairman of the general meeting may, under his responsibility, allow the presence in the
meeting of other persons, who do not have shareholder status or are not representatives of
shareholders, insofar as this is not against the corporate interest. These persons are not
considered to participate in the meeting just because they received the floor on behalf of a
shareholder present or at the invitation of the chairman.
The chairman of the general meeting has the necessary time for the shareholders to ask
questions, if they wish.
The decisions of the general meeting are limited to the items on the agenda, unless the
shareholders representing the entire share capital are present in person or are represented by
a proxy and no shareholder objects to the discussion and decision on other issues.
The minutes of the general assembly.
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The discussions and decisions taken at the general meeting are recorded in a summary in a
special minutes book. A list of shareholders who were present or represented at the general
meeting is also registered in the same book. At the request of a shareholder, the chairman of
the general meeting is obliged to record in the minutes a summary of his opinion. The chairman
of the general meeting has the right to refuse the registration of an opinion, if it refers to issues
that are obviously out of the agenda or its content is clearly contrary to good morals or the law.
Principle of equality.
With the exception of the shares issued, according to paragraph 4 of article 38 of law 4548/2018,
each share provides voting rights. All the rights of the shareholders deriving from the share,
subject to the provisions of article 38 of law 4548/2018, are mandatory depending on the
percentage of capital represented by the share. In the case of several classes of shares, the
principle of equality applies to all shares of the same class.
The Company ensures equal treatment of all shareholders in the same position.
The publication of the results of the voting of the general assembly.
The Company publishes on its website under the responsibility of its board of directors the results
of the voting within five (5) days no later than the date of the general meeting, specifying for
each decision at least the number of shares for which valid votes were cast, the proportion of
the share capital represented by these votes, the total number of valid votes, as well as the
number of votes for and against each decision and the number of abstentions. The invitation
to convene the general meeting is also published on the Company's website and is made
public in a way that ensures rapid and non-discriminatory access to it, by means that in the
judgment of the Board of Directors are considered reasonably reliable, for effective
dissemination of information to the investor. public, in particular through national and pan-
European print and electronic media. The Company may not impose on shareholders a special
charge for the publication of the invitation to convene the general meeting in any of the above
ways.
The convening of the general meeting shall include at least the exact address, date and time
of the meeting, clear agenda items, eligible shareholders, and precise instructions on how
shareholders will be able to attend. to attend the meeting and to exercise their rights in person
or by proxy or, where appropriate, remotely, as well as information on at least:
a) the rights of the shareholders of paragraphs 2, 3, 6 and 7 of article 141 of law 4548/2018, with
reference to the deadline within which any right can be exercised, or alternatively, the deadline
by which the rights can be these to be exercised. Detailed information about these rights and
the conditions for exercising them should be available by explicitly referring to the invitation on
the Company's website, b) the procedure for exercising the voting right through a
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representative and in particular the forms he uses for this purpose, the Company, as well as the
means and methods provided in the articles of association, according to paragraph 5 of article
128 of law 4548/2018, for the Company to receive electronic notifications of appointment and
withdrawal of representatives, and c) the procedures for the exercise of the right to vote by
correspondence or by electronic means, if there is a case according to the provisions of articles
125 and 126 of law 4548/2018,
Also the invitation: determines the date of registration, as provided in paragraph 6 of article 124
of law 4548/2018, noting that only persons who are shareholders on that date have the right to
participate and vote in the general meeting, notifies the place to which is available the full text
of the documents and draft decisions, provided in paragraph 4 of article 123 of law 4548/2018,
as well as the way in which they can be obtained, and indicates the address of the Company's
website, where the information of paragraphs 3 and 4 of article 123 of law 4548/2018 is
available.
If for technical reasons, the above data cannot be accessed via the Internet, the Company
points out on its website how to supply the relevant forms in paper form and sends them by post
and free of charge to any shareholder who requests it.
In order to enhance the transparency in the information of the shareholders, a summary of the
challenge of the general meeting is published in the Communication System "HERMES" because
it is reasonably reliable and has a pan-European scope.
Particular attention is paid to issues of conflict of interest of shareholders' representatives wishing
to participate in the general meeting.
The shareholder representative is obliged to notify the Company, before the beginning of the
general meeting, of any specific event that may be useful to the shareholders in assessing the
risk that the agent will serve interests other than the shareholder.
Within the meaning of the above paragraph, a conflict of interest may arise, in particular when
the agent:
a) Is a shareholder who exercises control of the Company or is another legal entity or entity
controlled by that shareholder,
b) Is a member of the board of directors or the general management of the Company or a
shareholder who exercises control of the Company or another legal entity or entity controlled
by a shareholder who exercises control of the Company,
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c) Is an employee or auditor of the Company or shareholder who exercises control of the
Company or another legal entity or entity controlled by a shareholder, who exercises control of
the Company;
d) He is a spouse or first degree relative with one of the natural persons mentioned in cases a
to c.
The appointment and revocation or replacement of the shareholder's representative or
representative is made in writing or by electronic means and is submitted to the Company at
least forty eight (48) hours before the scheduled meeting date of the meeting. For the
notification to the Company by electronic means, within the above deadline, the sending by
e-mail (email) or fax is required. The general meeting is attended by the chairman of the board
of directors, the managing director, the financial director, executives of the corporate structure
of the Company or the legal advisors, as the case may be, the internal auditor, the chairman
and / or the members of the Audit Committee and the regular or Deputy Certified Auditor of
the Company's financial statements and, if required, provide information and briefing on
matters of their competence that are discussed and answer shareholders' questions on those
matters.
The chairman of the general meeting has the necessary time for the shareholders to ask
questions, if they wish.
The discussions and decisions taken during the general assembly are recorded in a summary in
a special minutes book and are signed by the chairman of the general assembly and the
secretary.
At the request of a shareholder, the chairman of the meeting is obliged to record in the minutes
a summary of his opinion. The minutes also include a list of shareholders who were present or
represented at the general meeting, which is prepared in accordance with the provisions of
Law 4548/2018.
Each share provides voting rights. All the rights of the shareholders deriving from the share,
without prejudice to the provisions of article 38 of law 4548/2018, are mandatory depending on
the percentage of the capital represented by the share.
The Company ensures equal treatment of all shareholders in the same position. During the
meeting of the general meeting, all the shareholders who will ask for the floor are heard, the
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opinions that may be expressed by the shareholders or the questions that may be submitted
and the answers that are given are recorded.
The Company publishes on its website under the responsibility of the Board of Directors the
results of the voting within five (5) days no later than the date of the general meeting, specifying
for each decision at least the number of shares for which valid votes were cast, its proportion
of these votes, the total number of valid votes, as well as the number of votes in favor and
against each decision and the number of abstentions.
Minority rights are mentioned in law 4548/2018.
E. Internal control system –External audit and risk management procedures.
The Company adopts and implements a corporate governance system in accordance with
articles 1 to 24 of Law 4706/2020, which is proportionate to the size, nature, scope and
complexity of its activities and which includes an adequate and effective internal system and
external control, including risk management and regulatory compliance systems, adequate
and effective procedures for the prevention, detection and suppression of conflict of interest
situations, adequate and effective mechanisms for communicating with shareholders to
facilitate the exercise of their rights and the active dialogue with them, as well as a
remuneration policy, which contributes to the business strategy, long-term interests and
sustainability of the Company. The main purpose of the corporate governance system is the
establishment and implementation of appropriate and up-to-date policies and procedures, in
order to achieve timely full and continuous compliance of the Company with the current
regulatory framework and to have at all times a complete picture of the degree of
achievement of the this purpose. In establishing the relevant policies and procedures, the
complexity and nature of the Company's activities, including the development and promotion
of new products and business practices, are assessed.
The Company's internal control system (hereinafter "ICS") aims mainly at the consistent
implementation of the Company's business strategy with the effective use of available
resources, at the identification, evaluation, management of the essential risks associated with
the Company's business activity and operation, as well as monitoring the development of these
risks, the effective operation of the internal control unit, ensuring the completeness and
reliability of the data and information required for the accurate and timely determination of the
Company's financial situation and the preparation of reliable financial statements, as well as
and of its non-financial status (s. 151 of Law 4548/2018) and compliance with the legislative and
regulatory framework, as well as the internal regulations governing the operation of the
Company (regulatory compliance).
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The main components of the internal control system (CS) are the following:
• Control Environment
• Risk Assessment
• Control Activities & Safety Valves (Control Activities)
• Information and Communication System (Information and Technology)
• Monitoring Activities
Control Environment
The control environment includes all the structures, policies and procedures that provide the
basis for the development of an effective ICS, as well as the framework and structure for
achieving the fundamental objectives of the ICS.
The control environment is essentially the sum of many individual elements that determine the
overall organization and management and operation of the Company.
The review of the control environment includes in particular the following:
- integrity, ethical values & management behavior: examines whether a clear framework of
integrity & ethical values governs board decision-making has been developed, and whether
follow-up procedures are in place to ensure that any discrepancies are identified in a timely
manner and corrected accordingly.
- organizational structure: examines whether the organizational structure of the Company
provides the framework for the planning, execution, control and supervision of corporate
operations through an organization chart for all its business units and operating activities
according to which the main areas of responsibility are delimited within the Company and the
appropriate reference lines are established, depending on the size of the Company and the
nature of its operations.
- Board of Directors: examines the structure, organization and mode of operation of the Board
of Directors and its committees: in particular with regard to matters a) the relationship with the
executive, b) the responsibilities for overseeing the operation and effectiveness of the ICS and
c) of the composition of the board of directors (e.g. size, suitability and diversity of the members
of the board of directors, etc.) according to applicable law.
- corporate responsibility: examines the operation of the top executive management and the
way in which it establishes, under the supervision of the board of directors, the appropriate
structures, reference lines, areas of responsibility and competence to achieve the goals of the
Company, according to applicable law.
- human resources: the practices of recruitment, remuneration, training and evaluation
of staff performance are examined as an example in order to demonstrate the commitment of
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management to the principles of integrity, ethical values and cognitive competence of staff
according to applicable law.
Risk management
Risk management is the component that identifies and analyzes the potential risks that threaten
the achievement of the Company's objectives and determines their management. Risk
assessment presupposes the setting of objective objectives. Based on these, the significant
events that may affect them are identified and the relevant risks are assessed, in order to
decide the Company's response to them.
The management of the company is responsible for the achievement of the objective goals
and objectives of the Company, and for this purpose plans, organizes and directs sufficient
actions to provide sufficient assurance that the objective goals and objectives will be achieved.
These actions include:
1. Risk identification procedures.
2. Risk assessment procedures.
3. (Internal) control systems.
4. Operating procedures.
5. Corporate governance procedures.
In particular, during the assessment, identification and risk management, the Company:
1. recognizes the risks arising from operational and strategic activities.
2. evaluates and prioritizes according to their seriousness and impact, in terms of achieving the
objective goals and objectives.
3. The management and the board of directors determine the level of risks that are acceptable
to the Company, including the acceptance of risks, which are designed for the realization of
the strategic plans of the Company.
4. plans and implements risk mitigation activities to achieve risk reduction or management in
other ways, at levels determined to be acceptable to management and the board of directors.
5. performs consistent monitoring functions to periodically reassess the risks and effectiveness of
internal control systems in managing the risks.
6. the board of directors and the management receive periodic reports on the results of the risk
management procedures. The Company's corporate governance procedures provide
periodic notification to those with a legitimate interest in risks, risk management strategies and
internal control systems.
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In particular, the Company's supervisory bodies have the collective duty towards the Company
to ensure that: a) the annual financial statements, the management report and the corporate
governance statement and b) the consolidated financial statements, the consolidated
management reports and, when provided separately, the consolidated statement of
corporate governance have been drawn up and made public, in accordance with the
provisions in force and, where applicable, with the international accounting standards
established, in accordance with Regulation (EC) No. 1606/2002.
In the light of risk management, the Company's internal control system has as main
characteristics, for all companies included in the consolidation: a) the recognition and
assessment of risks related to the reliability of financial statements, b) the administrative planning
and monitoring of financial figures, c) fraud prevention and detection, d) executive roles and
responsibilities, e) closure procedures, including consolidation, and f) securing information
provided by information systems.
The Company has an established procedure for the recognition and evaluation of risks in terms
of the reliability of financial statements, which is applied. Its completeness and adequacy are
constantly evaluated.
There are also established and applicable procedures performed by the accounting and
financial management, which concern the collection, agreement and monitoring of financial
figures for the preparation of financial statements. The Company's accounting system ensures
the timely and accurate registration of each transaction. The processing and keeping of the
accounting data is done in a way that ensures the production and publication of reliable
accounting statements, in accordance with the provisions of the current legislation. It also
ensures the safe keeping of records that allows effective checks to be carried out at a later
time. Finally, the Board of Directors, the management, the competent bodies and the
executives of the Company have in time all the information required to carry out their duties
effectively.
When establishing its procedures, the Company seriously takes into account the possibility of
fraudulent acts and for this reason the safety valves operate throughout the range of
procedures.
The Company has adopted procedures, operational, computerized and not, but also internal
control which relate to the preparation of financial statements (semi-annual and annual
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financial statements). Also, in these procedures are defined the safety valves, which have been
formed with a basic criterion of risk assessment.
The responsibilities and roles of the executives are clearly delimited by the administration. Their
image is given in the organization chart of the Company, from which the clear responsibilities,
rights and responsibilities arise. The Company's year-end procedures and consolidation
procedures are recorded and are in full compliance with the applicable legal framework.
The Company uses information systems that respond to its work environment, are updated
according to information and legislative amendments and ensure the security of information
from external access. There is a specialized IT service, the IT department, functionally and
administratively independent of the end users, within which there is a clear separation of tasks.
The quantitative and qualitative adequacy of IT services is ensured by specific procedures and
by the access of only authorized persons. The physical security of IT installations is also ensured
through corresponding procedures.
Control Activities & Safety Valves (Control Activities)
Controls are the policies, procedures, techniques and mechanisms that are put in place to
ensure that the decisions of the board of directors regarding the management of risks that
threaten the achievement of the Company's objectives are implemented. They concern the
whole Company and are executed by the executives of all levels (board of directors, senior
executives, other employees) and in all the corporate tasks.
Control mechanisms are the component, which is part of the risk management and aims to
ensure that the collection and development of those activities, which will address the potential
risks, which are related to the achievement of the company's goals. It includes an overview of
critical security control mechanisms, with an emphasis on safeguards related to conflict of
interest, segregation of duties and information systems governance and security.
Information and Communication System (Information and Technology)
An element of the Information and Communication System (ITCS) is the way in which the
Company ensures the recognition, collection and communication of information (internal and
external), at such a time and in such a way as to allow its various executives to perform their
responsibilities.
It concerns the overview of the development process of financial, including reports of control
mechanisms (e.g. supervisory, regulatory and regulatory authorities, statutory auditors, etc.) and
non-financial information (e.g. sustainable development policy, environmental, social and
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labor issues, the respect of human rights, the fight against corruption, the issues related to
bribery, as provided by article 151 of Law 4548/2018) as well as the overview of the Company's
critical internal and external communication procedures.
The Company has appropriate internal and external communication channels, such as
communication with the members of the board of directors, shareholders and investors,
communication with the existing committees of the Company and communication with the
supervisory authorities, according to applicable law.
Monitoring Activities
The monitoring of the company's ICS lies in the continuous evaluation of the existence and
operation of the components of the internal control framework. This is achieved through a
combination of ongoing monitoring activities as well as individual evaluations. The identified
deficiencies of the TEU are reported to the top management and the board of directors.
The periodic evaluation of the TEU shall be carried out in particular on the adequacy and
effectiveness of the financial information, on an individual and consolidated basis, in terms of
risk management and regulatory compliance, in accordance with recognized evaluation and
internal control standards, as well as implementation of the provisions on corporate
governance of the current legal framework.
The evaluation of the ICS is carried out by an independent person with proven relevant
professional experience, in accordance with international best practices (eg International
Standards on Auditing, the International Professional Standards Framework for Internal Audit
and the Internal Audit System framework of the COSO).
Regulatory compliance- Regulatory Compliance Unit (RCU)
In accordance with article 13 of law 4706/2020 and in the context of the implementation of an
effective corporate governance system, the regulatory compliance of the Company is
performed by RCU.
The Regulatory Compliance Unit (RCU) is an independent organizational unit within the
Company, part of the Legal Services and Regulatory Compliance Department, but operating
as an independent activity with administrative reporting to the Chairman of the Company's
board of directors and operational reporting to the Company's board of directors.
The Regulatory Compliance Unit does not have other executive powers, beyond those
provided for in the Company's operating regulations, in the Regulatory Compliance Unit's
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operating regulations or derived from the legislative or regulatory framework. The Company's
management ensures the independence of the MCC and the independence of its head (if
any), including by approving and implementing the Regulation and by providing for its
reporting directly to the Company's board of directors.
The responsibilities of the Regulatory Compliance Unit are described in detail in its operating
regulations and are briefly summarized as follows:
- Monitoring of the institutional, regulatory & supervisory framework and the decisions of the
supervisory authorities,
- Submit proposals to the board of directors for new policies, procedures and measures to
prevent and address compliance risks,
- Communication with external bodies, supervisory European and national authorities on
matters of regulatory compliance,
- Providing advice and assistance to the other organizational units of the Company regarding
the prevention and treatment of compliance risks and the management of non-compliance
incidents,
- Developing an annual action plan for regulatory compliance and communicating it to the
audit committee/board for approval, as well as revising the plan whenever necessary,
- Analysis of deviations and development of a plan of required actions to comply with
institutional and supervisory requirements,
- Information & training of the Company's staff in matters of regulatory compliance,
- Management of questions/requests for regulatory compliance issues
- Carrying out compliance assessments,
- Cooperation with the organization and planning department in the management of reports
and complaints,
- Ensuring the implementation of the Company's Code of Ethics,
- Management of compliance issues within the AML/CFT framework,
- Preparation and submission of accounting reports, regular and extraordinary,
- Informing the management and the Board of Directors of the Company for any identified
violation of the regulatory framework or any significant deficiencies, as well as for the results of
the operations of RCU with an annual report.
Regulatory Compliance Officer
The Regulatory Compliance Officer is also the head of the Regulatory Compliance Unit (when
it is multi-person) and is appointed by the Company's board of directors. He cannot be a
member of the board of directors or a member with the right to vote in committees of a
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permanent nature of the Company and have close ties with anyone who holds one of the
above qualities in the Company or in a company of the group.
The duties of the Regulatory Compliance Officer are identical to those of the Head of the
Regulatory Compliance Unit (when present) and include the following indicatively:
- Supervision, supervision and management of the Company's regulatory compliance,
- Communication with the top managers, if they exist and on a case-by-case basis, and with
the board of directors for the adequacy and effectiveness of the Company's policies and
procedures, their understanding and implementation by all staff and, in general, the
Company's compliance with regulatory requirements,
- Taking care of informing the members of the board of directors and the heads of the
organizational units of the Company about any changes, modifications and developments in
the current regulatory and legislative framework that governs the operation of the Company,
- Taking care of the orderly and efficient operation of the RCU and ensuring the smooth
execution of the staff's tasks,
- Care for the continuous education and development of the knowledge and skills, both of the
same and of the staff of RCU,
- Participation with an advisory role in matters of regulatory compliance, in the procedures for
the development of new services or activities of the Company,
- Submission of regular reports on the carried out RCU work to the board of directors and
annually of the accounting report.
With the 20.05.2023 decision of the Company's board of directors, Mr. Konstantinos Argiropoulos,
director of the Company's legal services and regulatory compliance department, was
appointed regulatory compliance officer.
Internal Audit Unit.
The Company has an internal control unit, which is an independent organizational unit within
the company, in order to monitor and improve the operations and policies of the Company
regarding its internal control system. The operation, organization and responsibilities of the
internal control unit are described in detail in its operating regulations, which is approved by
the board of directors of the company following a proposal of the audit committee and is
posted on the Company's website: https://www.space.gr/el/corporate-governance-code.
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The internal control unit is staffed by the internal auditor - head of the internal control unit, a full-
time and exclusive person who is independent, does not belong to any other service unit of the
Company and cooperates with the board of directors of the company assisting him in
performing his duties in order to safeguard the interests of the Company and the shareholders.
The head of the internal control unit is appointed by the Board of Directors of the Company,
following a proposal of the audit committee, is a full-time and exclusive employee, personally
and functionally independent and objective in the performance of his duties and has the
appropriate knowledge and relevant professional experience. It reports administratively to the
CEO and operationally to the audit committee. As head of the internal control unit he cannot
be a member of the board of directors or a member with the right to vote in standing
committees of the company and to have close ties with anyone who holds one of the above
qualities in the Company or in a Group company. The head of the internal control unit attends
the general meetings of the Company.
The audit committee, in the context of the supervision of the internal audit unit, exercises the
responsibilities provided in the current legislation and its operating regulations.
Head of the Internal Audit Unit
With the 29.04.2022 decision of the Company's board of directors, after a relevant
recommendation of the audit committee, in accordance with the provisions of article 15 par.
2 of Law 4706/2020, as the head of the Company's internal control unit, Ms. Konstantina Zervos,
a full-time and exclusive employee of the Company, personally independent and objective,
who is not a member of the Company's board of directors, nor a member with the right to vote
in permanent committees of the Company and has no ties to anyone who owns one of the
above properties in the Company or in a group company.
The following is the biography of the head of the Company's internal control unit, Ms.
Konstantina Zervou:
Ms. Konstantina Zervou holds a PhD from the Athens University of Economics and has a Master
of Business Administration (MBA) from Hult International Business School – Boston MA. She holds
the professional certifications CICA, COSO Framework, Financial Accounting Certificate and IT
General Controls Certifications, while she has attended multiple seminars on internal control
and at the same time she has received specialized training in auditing and fraud investigation.
Ms. Zervou has many years of experience in internal audit as an internal auditor of Otropay
Payment Foundation Single Member S.A. and of Samaras & Associates S.A., as well as an
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independent internal audit consultant responsible for the organization of internal audit in
Municipal entities and businesses (registered or non). In the context of her above professional
activity, Ms. Zervou has dealt with the organization of the internal audit of companies and
Municipal entities, the preparation of risk management reports, the preparation of internal audit
manuals, annual internal audit plan and audit reports, as well as risk assessment and
prioritization activities, the analysis and evaluation of the adequacy and effectiveness of the
internal control system and the investigation and prevention of fraud. Ms. Zervou is registered in
the Register of Internal Auditors as an Internal Auditor of the Economic Chamber of Greece.
Responsibilities
In particular, the head of the Company's internal control unit has the following responsibilities:
• submission to the audit committee of an annual audit program and the requirements of the
necessary resources, as well as the consequences of limiting the resources or the audit work of
the unit in general. The annual audit program is prepared based on the assessment of the
Company's risks, after taking into account the opinion of the audit committee.
• monitoring the implementation and continuous observance of the internal operating
regulations, the articles of association and the general legislation concerning the Company
and in particular the stock market legislation and company law.
• Reporting to the Board of Directors of the Company cases of conflict of private interests of
the members of the Board of Directors or the Company's executives with the interests of the
Company, which it identifies during the exercise of its duties.
• submit every three (3) months at least a report to the audit committee which includes the
most important issues and proposals related to the above, which the audit committee presents
and submits along with its comments to the board.
• presence of general meetings of shareholders.
• provision, after approval of the Board of Directors of the Company, of any information
requested in writing by the competent supervisory authorities, cooperation with them and
facilitation in every possible way of the monitoring, control and supervision project that they
exercise.
Object of the Internal Audit Unit
The head of the internal control unit reports to the audit committee of the Company and informs
it in writing regularly and not less than once every quarter for the results of his work. The head of
the internal control unit is responsible for the development of the work program and activities
of his service and supports its implementation. Ensures the continuous training of the members
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of the internal control unit, in order to maintain the necessary level of knowledge and training
and maintains the confidentiality of the information that enters its perception.
The internal control unit examines and evaluates the adequacy and efficiency of the structure
of the internal control systems, as well as the quality of the performance of the other
mechanisms and systems regarding the achievement of the defined objectives of the
Company.
The head of the internal control unit performs his duties in accordance with the Code of Ethics,
which means that he applies and upholds the principles of integrity, objectivity, confidentiality
and competency. In addition, it complies with the current legislation and the policies and
procedures of the Company.
The main objective of the internal control unit is to provide confirmation regarding the
achievement of the Company’s business objectives and to insure against the risks arising from
the Company' s activities.
The internal control unit has access, to all the books and data, employees, premises and
activities of the Company, which are necessary for the implementation of its audit work. It is
responsible for the absolute protection of the confidentiality of the data and the general
confidentiality. Every item or document requested by the internal control unit must be made
available immediately.
The Internal Audit Unit does not carry out routine work on behalf of other addresses, as this would
jeopardize its objectivity, nor does it have any direct authority or authority over the procedures
it controls.
In particular, the Chief Internal Auditor is responsible for:
• the assessment of the audit needs and confirmation of the implementation of the Policies and
Procedures (Standards IIA 2040, 2340), which have been set, in order to achieve the operational
objectives of the Company.
• the recording, the review, the control and the evaluation of the internal control system, its
adequacy and efficiency, as well as the quality of the performance of the other mechanisms
and systems, regarding the achievement of the Company's objectives.
• the monitoring, control and evaluation of the operating regulations, and in general the
operating regulations governing the Company's committees, in particular as their observance,
the adequacy and correctness of the provided financial and administrative information, risk
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management, regulatory compliance and the corporate governance code adopted by the
Company, according to the law.
• monitoring, controlling and evaluating quality assurance mechanisms.
• monitoring, controlling and evaluating corporate governance mechanisms.
• monitoring the implementation and continuous observance of the Company's Articles of
Association, as well as the general legislation concerning the Company and in particular the
stock exchange legislation and the legislation on public limited companies.
• monitoring, controlling and evaluating the observance of the commitments contained in the
prospectuses and the business plans of the Company, regarding the use of the funds raised
from the regulated market, if any.
• the preparation of the annual audit program, its respective budget, as well as their submission
to the audit committee for approval, while ensuring the smooth execution of its tasks.
• preparation of quarterly audit reports on the control and evaluation of the internal control
system, operating regulations, risk management, regulatory compliance, corporate
governance code, quality assurance mechanisms, corporate governance mechanisms,
compliance with any commitments in newsletters and the Company's business plans. The
quarterly reports detail the risks arising from the findings and suggestions for improvement, if any.
After the relevant views are incorporated in the audit reports, if they exist, with the agreed
actions or the acceptance of the risk and the non-action, the limitations in the scope of control,
if any, and the response results of the audited addresses of the Company, then they are
submitted to Control Committee.
• submitting reports, every three (3) months at least, to the audit committee, which includes the
most important issues and suggestions, regarding the audit reports. The audit committee
presents these reports and submits them to the board of directors, together with any comments.
• the submission of a proposal for the formulation and development of new procedures, where
appropriate, as well as proposals for the improvement of the existing procedures.
• the written provision of any information requested by the Hellenic Capital Market Commission,
with which it cooperates and facilitates in every possible way the task of monitoring, controlling
and supervising by it.
• conducting regular and extraordinary inventory inspections.
• the timely identification of potential business risks and their assessment.
• keeping a file of files (electronic and physical) of all its audit projects.
• communication with external auditors.
• the inspection of the legality of the remuneration and of all kinds of benefits, to the members
of the board of directors, regarding the decisions of the competent bodies of the Company.
• the professional training and the suggestion of participation in seminars for the improvement
of the auditing qualifications and the updating of the developments of the audited
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methodology in matters of administrative and financial audits both for him and for the members
of the internal audit unit.
• the information of the managing director of the Company, in case any illegal behavior is
found by any person within the Company.
• the reporting of possible cases of conflict of private interests, of the members of the board of
directors or of the executives of the Company, to the audit committee.
The steps that are followed during the operation of the internal control are the following:
1. Preparation and approval of the annual audit program
2. Design and audit project.
3. Carrying out the audit.
4. Communication of the results of the audit process
7. Monitoring the implementation of the recommendations.
The internal control unit is not relieved of its responsibilities in activities of the Company that are
subject to control by third parties, but must weigh whether it can rely on the work of third parties
and adapt the planning of the audit to its work.
In case of ascertainment by the Company's bodies or by third parties (tax auditors, certified
auditors, etc.) of any administrative or operational irregularity, the competent employees of the
Company (by head of department or service and above) must immediately inform the internal
audit unit.
All managers of the Company's management have the ability to request through the internal
audit service, the conduct of any relevant audit, after it has been approved by the audit
committee.
The Company informs the Hellenic Capital Market Commission of any change of the head of
the internal control unit, submitting the relevant minutes of the board meeting, within twenty
(20) days from this change.
Procedure for the evaluation of the Internal Audit System and the implementation of the
provisions on corporate governance of Law 4706/2020.
The Company has a specific process of periodic evaluation of the Internal Control System (ICS),
in particular in terms of adequacy and effectiveness of financial information, on an individual
and consolidated basis, in terms of risk management and regulatory compliance, in
accordance with recognized standards of evaluation and internal control. as well as regarding
the implementation of the provisions on corporate governance of law 4706/2020. This
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evaluation is performed by an objective, independent, proven certified and sufficiently
experienced evaluator, in accordance with international best practices (e.g. International
Standards on Auditing, International Professional Standards for Internal Audit) and the Internal
Audit Framework. , is defined in article 14 of law 4706/2020 and is specified by the decision 1/891
/ 30.9.2020 of the board of directors of the Hellenic Capital Market Commission.
The periodic evaluation process of the TEU includes the evaluation policy of the IAS which
defines the evaluation objects, the periodicity of the audit, the scope of the evaluation, the
important subsidiaries included in the evaluation, as well as the assignment and monitoring of
the evaluation results. It includes the evaluation process of the TEU which includes the individual
stages of selection of the candidates who will carry out the evaluation by the competent body,
the process of proposing, selecting and approving the evaluation assignment by the
competent body, as well as the competent body monitoring and observing the agreed project.
The Board of Directors of the Company is responsible for the adequate and efficient operation
of the corporate governance system and the internal control system of the Company in
accordance with articles 1 to 24 of L.4706 / 2020, and determines the periodic evaluation of
the IAS every three (3) years starting from the reference date of the last evaluation.
The first evaluation should be completed by March 31, 2023, with a reference date of 17/7/2021
to 31/12/2022.
In any case, the evaluation of the ICS is part of the overall evaluation of the corporate
governance system of the company, according to article 4 par. 1 of law 4706/2020.
The objects of evaluation of the IAS are the following:
• Control Environment.
• Risk management.
• Control Activities
• Information and Communication System (Information and Technology).
• Monitoring of the ICS (Monitoring).
Significant subsidiaries of the Company included in the evaluation of the CEE
According to article 2 para. 16 of Law 4706/2020, a significant subsidiary of the Company is
defined as one which affects or can significantly affect the financial position or the
performances or the business activity or the general financial interests of the Company. Also, in
accordance with decision 1/891/30.9.2020 of the board of directors of the Capital Market
Commission, the evaluation of the SEE includes in terms of subject matter and periodicity the
important subsidiaries of the Company.
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The criteria for defining the Company's significant subsidiary are: The turnover of the subsidiary
represents 10% of the consolidated turnover and the operating EBIT profitability represents 20%
of the consolidated EBIT (earnings before taxes and interest) or its total assets are represents
20% of Consolidated Total Assets.
The above percentages are deemed reasonable by the Company's management and will be
used for all consolidated subsidiaries, taking into account that the percentage of 10% of
consolidated turnover combined with 20% of EBIT or 20% of total consolidated assets captures
both the importance subsidiary's market share of the "group" and profitability, as well as that
subsidiary's share of the total resources used by the "group" to achieve its objectives.
According to the above criteria, the Company has no significant subsidiaries.
The above criteria will be reviewed and, if required, will be redefined in an amendment to the
Company’s Internal Operating Regulation.
The ICS evaluation process is described in detail in the company's internal operating regulations.
ICS Evaluation Report
The Company, by decision of its Board of Directors, assigned to the company AMiD -
Governance, Internal Controls and Internal Audit Services, the project "Provision of Internal
Control System evaluation services", with the aim of evaluating the adequacy and
effectiveness of the Internal Control System ("ICS ») of the Company, with a reference date of
12/31/2022, in accordance with the provisions of paragraph i of paragraph 3 and paragraph 4
of article 14 of Law 4706/2020 and Decision 1/891/30.09. 2020 of the Board of Directors of the
Capital Market Commission, as applicable (the "Regulatory Framework").
The Conclusion of the Independent Assessors and partners of AMiD, namely Messrs. Vassilis
Monogyiou, (CIA, CRMA, CPA, COSO ICIF) and Giorgos Pelekanakis (CIA, CISA, CFE, CCSA,
CRP, COSO ICIF, COBIT 5.0) which is included in the final evaluation report on the adequacy
and effectiveness of the ESS dated 24.3. 2023, states the following: "Based on our work carried
out, as described above in the paragraph "Scope of Work Carried Out", as well as the evidence
obtained, regarding the assessment of the adequacy and effectiveness of the Company's EMS,
with a reference date of December 31, 2022, nothing has come to our attention that could be
considered a material weakness of the Company's ETS, in accordance with the Regulatory
Framework."
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Risk Management Unit
Risk Management is the set of actions, with which the Company methodically approaches the
existing and potential risks related to its activities. It is one of the basic elements of the
Company's internal control system and, in combination with the other elements that make up
an effective internal control system, such as the regulatory compliance and internal control
units, form a framework aimed at the effective management of the company's risks Company,
in order to achieve its business objectives.
The Company has adopted an "Enterprise Risk Management" (ERM) methodology which allows
for the systematic identification, evaluation and management of risks through a structured
approach. The methodology takes into account the COSO (Committee of Sponsoring
Organizations of the Treadway Commission) ERM framework, which provides guidance on how
to incorporate ERM practices and outlines their implementation principles.
The integration of ERM principles into business practices leads to better and timely information,
supports optimal decision-making and facilitates the Company to:
• predicts upcoming risks more promptly, giving response time and more options for their
management,
• identify and pursue existing and new business opportunities,
• addresses any performance deviations promptly and consistently;
• develops a more complete and consistent picture of each risk as well as of the overall risk
footprint.
Organizational structure - Responsibilities of MDC and its Head
The RMC supports the audit committee and the board of directors in their responsibilities
regarding risk management.
The responsibilities of the RMU and its head (Head of the Risk Management Unit) are indicatively
as follows:
• to coordinate Risk Management activities within the Company.
• recommend changes to established policies in relation to risk management.
• to ensure the existence and implementation of appropriate risk management policies as well
as compliance with the Company's strategies and Management's decisions.
• to consultatively participate in the decision-making process for defining the terms of important
contracts with third-party external providers or important investment projects.
• to ensure proper compliance and reporting on the limits and restrictions set by the
Management for risk management, as well as related supervisory requirements.
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• to consultatively participate in the decision-making process for defining the terms of important
contracts with third-party external providers or important investment projects.
• to ensure proper compliance and reporting on the limits and restrictions set by the
Management for risk management, as well as related supervisory requirements.
In the context of an integrated risk management system, the reporting of risks and their
continuous monitoring is an integral part. The reports have internal and external recipients and
capture the Company's risk profile and possible management actions.
In addition, the MDC submits the following reports:
• reporting on a six-monthly basis to the audit committee and the Chairman of the board of
directors with information on the Company's overall exposure to risk in relation to the Company's
overall risk appetite and possible administrative actions.
• report on an annual basis to the board of directors, which includes annual data regarding
the Company's risk profile, and the actions of the MDC for the current year.
• ad hoc reports to the management and the audit committee regarding violations of the
Company's statutory risk appetite limits.
• reports to the supervisory authorities, whenever required by the supervisory authorities.
With the 20.05.2023 decision of the Company's board of directors, Mr. Panagiotis Doumanis,
director of the Company's financial management & purchasing department, was appointed
regulatory compliance officer
F. Diversity policy.
Space Hellas is an equal opportunities company and encourages a safe and healthy work
environment without discrimination. Diversity is based on a number of factors that include, but
are not limited to, cultural and educational background, work experience, skills, gender, age,
knowledge and length of service.
In this context, the Company complied with the provisions of article 3 of law 4706/2020 as its
adequate representation by gender in a percentage that is not less than 25% of all members
of the board of directors. The Company in compliance with the above provisions and no. 60 /
18-9-2020 circular of the Hellenic Capital Market Commission, adopted an adequacy policy in
accordance with its internal regulations and the Corporate Governance Code that it applies,
which provides, among other things, diversity criteria for the selection of the members of the
board of directors.
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Also, the Company has signed the Diversity Charter of Greece, which aims to act as a means
of commitment for the implementation of equal opportunities and diversity in Greece, and has
joined the Diversity Charter Greece (https://diversity- charter.gr/signatories/).
The Company is managed by a board of directors whose members have experience, sufficient
education and know-how in the field of the Company's activity at a multifaceted level, i.e. in
technocratic, legal, commercial, financial and domestic and foreign markets. It is characteristic
that the members of the board of directors have studies at a higher and highest level
(postgraduate studies up to a doctoral thesis) either in Greece or abroad and many years of
professional experience.
The managers and executives of the Company's corporate structure have been employed for
over fifteen and/or twenty consecutive years and an important element in their selection is the
high knowledge and training in the Company's market sector, the ability to manage affairs and
administration, the fluent knowledge of foreign languages, the desire for a career, the ability to
adapt to the corporate environment, the willingness to offer and cooperate, the sensitivity of
social structures and the working environment, respect for the environment.
The Company's policy is that the selection of its employees is based on meritocracy, and that
candidates are examined in relation to objective criteria, always taking into account the
benefits of diversity. In this context and depending on the circumstances, the process includes
structured interviews by the Company's human resources department in collaboration with
external consultants, if required. The nominations are evaluated at the first level and then there
is an evaluation at the second level with an additional interview of the final candidates. Finally,
depending on the position, an interview with a management representative follows at the final
level.
Especially in the cases of the selection of supervisory bodies, the conditions of the applicable
legislation are observed.
For the year 2022, the above principles of the Company's policy were applied to the recruitment
program followed by the Company for its staffing and meeting its needs.
The following table shows statistical data regarding the age and gender of the members of the
Company's board of directors and managers, for the year 2022, with the clarification that the
executive members of the board of directors and the Company's managers are employed by
the Company for a period over ten years.
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Members of BoD
2022
Head of
Departments/Directors
2022
Men
78%
Men
81%
Women
22%
Women
19%
<30 years old
0%
<30 years old
0%
30-55 years old
67%
30-55 years old
76%
56-65 years old
22%
56-65 years old
19%
> 70 years old
11%
> 70 years old
5%
G. Related party transactions.
The internal regulations of the Company provide for the procedure of the company's
transactions with related parties and are intended to describe the manner in which related
party transactions are approved in accordance with the applicable legal framework and the
assessment of whether or not specific transactions fall within the exceptions of par. 3 of a. 99 of
Law 4548/2018, while especially for para. (a) of par. 3 of a. 99 of Law 4548/2018, the internal
procedure for the periodic evaluation of current transactions is applied.
In addition to the internal procedure in application of paragraph (a) of paragraph 3 of a. 99 of
Law 4548/2018, in the event that the board of directors determines that a specific transaction
falls within the scope of the above other exceptions pursuant to Law 4548/2018, the relevant
person is informed each time in order to complete the transaction without the approval of the
board council.
In the event that the board of directors deems that a specific transaction does not fall within
the scope of the above exceptions provided in law 4548/2018, the report of the chartered
accountant or auditing company or another independent to the third party company is
requested, in order to assess whether the transaction is fair and reasonable on the part of the
Company and the non-affiliated shareholders, including the minority shareholders of the
company. The report should also explain the assumptions on which it is based and the methods
used in drawing it up.
The competent body for the issuance of a special license for transactions of related parties is
the board of directors, according to law 4548/2018 as in force. The approval must be granted
before the completion of the transaction and is valid for six (6) months, within which the
transaction must be completed. The approval of the board of directors is submitted to the
G.E.M.I. in accordance with applicable law.
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Within ten (10) calendar days from the publication of the relevant announcement in G.E.M.I.,
the shareholders representing one twentieth (1/20) of the share capital may request the
convening of a general meeting in order to decide on the granting of the approval. .
The contract for which the approval was granted by the board of directors is considered final
only after the expiration of the period of ten (10) days without any action, or with the granting
of approval by the general meeting or with the written statement of all shareholders of the
Company that they do not intend to convene a general meeting in accordance with the
current framework. After the expiration of the deadline of ten (10) days and subject to the
request of the shareholders representing one twentieth (1/20) of the share capital for convening
a general meeting, the company publishes in G.E.M.I. second announcement regarding the
expiration of the deadline of ten (10) days.
Finally, the competent person is adequately informed that he can proceed with the execution
of the relevant contract.
All related party transactions may be reviewed by the Audit Committee to monitor potential
conflicts of interest in related party transactions.
Information under Article 10 of Directive 2004/25 / EC of the European Parliament.
There are no significant direct or indirect contributions (including indirect contributions through
pyramid schemes or mutual participation) within the meaning of Article 85 of Directive 2001/34
/ EC.
There are no shareholders of the Company with special control rights.
The voting rights, the rules of appointment and replacement of the members of the board of
directors as well as regarding the amendment of the articles of association, and the powers of
the members of the board of directors are provided in accordance with the provisions of law
4548/2018 and the articles of association.
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2.11 SIGNIFICANT POST-BALANCE SHEET EVENTS
➢ On March 23, 2023, SPACE HELLAS announced the issuance of a joint bond loan with a
total nominal value (capital) of nine million six hundred thousand euros (€9,600,000) based
on the provisions of Law 4548/2018 (Articles 59 to 74) and Law 3156/2013 (article 14), as
they apply to the financing of eligible costs of an investment project within the context of
the Recovery and Resilience Fund (RAF). The issuer is SPACE HELLAS and bond lenders: a)
the Hellenic State (bond holder A') at a rate of 62.5% and b) "ALPHA BANK JSC" (bond
holder B) at a rate of 37.5%. The payment manager and representative of the bondholders
is "ALPHA BANK STOCK". The loan will be used by the issuer for the implementation of its
investment plan regarding its digital transformation with modern technologies and based
on its needs, in the context of which (digital transformation) infrastructure upgrade,
network upgrade, security upgrade and upgrade applications, and has been determined
definitively eligible to receive funding through the TAA. The loan will have a duration of ten
(10) years.
The gradual easing of the effects of the COVID-19 pandemic on the economy, mitigated by
geopolitical developments with the war in Ukraine, soaring energy costs, rising borrowing costs,
strong inflationary pressures and recent turmoil in the international banking system making it
difficult predicting the range of possible outcomes in the global economy at this point.
The future impact will be assessed in light of the going concern basis of accounting used in the
preparation of these Financial Statements. As far as the Group's activities are concerned, the
Management closely monitors developments by implementing emergency plans where
necessary to limit possible adverse effects.
After the clarifications listed in the relevant paragraphs above regarding the effects of the
pandemic, the energy crisis, interest rate increases and inflationary pressures which constitute
a non-adjusting event, there are no other events subsequent to the financial statements which
concern either the Group or the company and which are required to be reported by the
International Financial Reporting Standards.
2.12 EXPLANATORY REPORT OF THE BOARD OF DIRECTORS TOWARDS THE SHAREHOLDERS’
ORDINARY GENERAL MEETING OF “SPACE HELLAS S.A.”, PURSUANT TO ARTICLE 4,
PARAGRAPHS 7 AND 8, LAW 3556/2007
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According to paragraph 8 of article 4 of Law 3556/2007, the board of directors of the
company submits the present explanatory report to the regular general meeting of
shareholders regarding the information of paragraph 7 of article 4 of law 3556/2007. The
explanatory memorandum is included in the report of the board of directors.
(a) Structure of the company's share capital, including shares not listed on the market in an
organized market in Greece or in another Member State, stating for each category of shares
the rights and obligations associated with that category and its percentage of the total share
capital represented by the shares of this category
The company's share capital amounts to six million nine hundred and seventy-three thousand
fifty-two Euros and forty cents (€ 6,973,052.40) and is divided into six million four hundred and
fifty-six thousand five hundred and thirty (6,456,530) common shares of 1.08 Euros each, listed
for trading in the General Category (Main Market), Sector/Sub-sector: Telecommunications /
Telecommunications Equipment of the Athens Stock Exchange.
It is clarified that, as mentioned below (section (h) 2.) during the year 2021 the company
acquired 75,646 treasury shares in application of the program for the acquisition of treasury
shares announced on 26.11.2020 following the decision of the regular general meeting of the
company shareholders dated 18-06-2020 (Issue 10th) for the approval of the purchase of own
shares and the decision of the board of directors of the company dated 26.11.2020 for the
start of the relevant program under its authorization. According to article 50 par. 1 a) law
4548/2018 for these shares the rights of representation in the general assembly and voting are
suspended and these shares are not calculated for the formation of a quorum.
(b) Restrictions on the transfer of shares of the company, such as indicative restrictions on the
possession of shares or the obligation to obtain prior approval from the issuer, by other
shareholders or by the Public or Administrative Authority, without prejudice to paragraph 2 of
Article 4 of Law 3371 / 2005 (Government Gazette 178 A’).
The Company shares may be transferred as provided by the law and the Articles of
Association provide no restrictions as regards the transfer of shares.
(c) Significant direct or indirect participations within the meaning of the provisions of Articles
9 to 11 of Law 3556/2007.
The shareholders (physical or legal persons) who directly or indirectly own more than 5% of
the total number of shares of the company on 31.12.2022 are listed in the following table:
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Name and surname
Percentage
Manolopoulos Spyridon
17,231%
Manolopoulos Ioannis
16,153%
Mpellos Pnagiotis
16,788%
ALPHA BANK S.A.
19,33%
No other entity possesses a percentage greater than 5% of the total company’s voting rights
(d) Holders of all types of shares that provide special control rights and a description of the
relevant rights.
None of the Company shares carry any special rights of control.
(e) Restrictions on the right to vote, such as restrictive voting rights for holders of a certain
percentage of the share capital or holders of a certain number of voting rights, and deadlines
for exercising voting rights.
The articles of Association make no provision for any limitations on voting rights.
(f) Agreements between shareholders of the company which are known to the company and
imply restrictions on the transfer of shares or restrictions on the exercise of voting rights.
The Company is not aware of any agreements among shareholders entailing limitations on
the transfer of shares or limitations on voting rights, nor is there any provision in the Articles of
Association providing the possibility of such agreements
(g) Rules for the appointment and replacement of members of the Board of Directors, as well
as for the amendment of the Articles of Association, if they differ from those provided for in
Law 4548/2018.
The rules provided by the company's articles of association, both for the appointment and
replacement of members of its board of directors and for its amendments, do not differ from
those provided for in Law 4548/2018.
(h) Responsibility of the Board of Directors or certain members of the Board of Directors for the
issuance of new shares or the purchase of own shares in accordance with Article 49 of Law
4548/2018.
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1. According to Article 6 of the company's articles of association: 1. a) For a period not
exceeding five years from the establishment of the company, the board of directors has the
right by its decision, taken by a two-thirds majority (2 / 3) at least of all its members to increase
the capital by some or all with the issuance of new shares, for an amount that cannot exceed
three times the initial capital. b) The above power may be granted to the Board of Directors
by a decision of the General Meeting, for a period not exceeding five years. In this case, the
capital may be increased by an amount not exceeding three times the amount of capital
available to the Board of Directors on the date of the capital increase. (c) This power of the
Board of Directors may be renewed by a decision of the General Meeting for a period not
exceeding five years for each granted renewal. The validity of each renewal starts from the
expiration of the validity period of the previous one. Decisions of the General Assembly on the
granting or renewal of the power to increase capital by the Board of Directors shall be made
public. 2. For a period not exceeding five years from the establishment of the company, the
general meeting may, by its decision, taken by simple quorum and majority, increase the
capital, in part or in whole by issuing new shares, up to a total of eight times. of the initial
capital. 3. In any case of increase of the share capital, including the one made by
contribution in kind or issuance of bonds with the right to convert them into shares, the right
to preference in the whole new capital or bond loan shall be granted, in favor of the
shareholders at the time of issuance. with their participation in the existing share capital, as
defined in article 26 of law 4548/2018. 4. In any case of increase of the share capital for the
certification of its payment or not, the provisions of article 20 of law 4548/2018 apply.
2. In accordance with the provisions of Article 49 of Law 4548/2018, without prejudice to the
principle of equal treatment of shareholders who are in the same position and the provisions
for the abuse of the market, the company may, itself or in person acting on its behalf, to
acquire shares that have already been issued, but only with the approval of the General
Assembly, which sets out the terms and conditions of the acquisitions provided and, in
particular, the maximum number of shares possible. to be acquired, the duration for which is
granted the approval, which may not exceed twenty-four (24) months and, in the case of
acquisition for a compelling reason, the minimum and maximum limits of the acquisition value.
The decision of the general meeting is made public. The acquisitions of the previous
paragraph are made with the responsibility of the members of the board of directors, under
the following conditions: a) The nominal value of the shares acquired, including the shares
previously acquired and maintained by the company, and the shares acquired by a person,
which operated in his own name but on behalf of the company, it is not possible to exceed
one tenth (1/10) of the paid-up capital. b) The acquisition of shares, including the shares
previously acquired and maintained by the company, and the shares acquired by a person
acting on his own name but on behalf of the company, may not result in the reduction of
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equity, in an amount less than that specified in paragraph 1 of Article 159. c) The transaction
may relate only to shares that have been fully repaid. The other provisions of article 49 of law
4548/2018 also apply
It is noted that the regular general meeting of the company's shareholders of June 18, 2020
(issue 10th) has approved in its entirety the relevant proposal of the board of directors and
the purchase of own shares, in accordance with article 49 of law 4548/2018 with the following
general characteristics: acquisition of up to 5% of the total share capital, duration of the
approval twenty-four (24) months, method of acquisition: through stock exchange
transactions and acquisition price limits € 1.08 - € 10.00, so that the company if it acquires the
shares,will have them available for future strategic partnerships and / or to establish an
incentive program for its executives and other staff and / or to reduce its share capital and /
or for other legitimate purposes, in any case in accordance with the respective decision of
the board of directors by virtue of a special authorization to it. The purchases of own shares
will be made to the extent that they are considered profitable and the available liquidity of
the company will allow it. Also, the above general meeting of the company's shareholders
and in the same matter decided to authorize the board of directors of the company to
implement the decision of the general meeting and regulate any other specific issue, which
is not defined in that decision, subject to each case of the provisions of the relevant legislation
Following the above decision of the regular general meeting of shareholders of the company,
the board of directors of the company with its decision of 26.11.2020 approved the start of
the program of acquisition of own shares which was established by the decision of the regular
general meeting of shareholders of the company 18-06-2020 (Issue 10th) with the above
characteristics, through authorized members of the Athens Stock Exchange, so that the
company, if it acquires these shares, will be able to make them available for future
cooperation strategies and / or for the establishment of a supply program. incentives to its
executives and other staff and / or the reduction of its share capital and / or to other legal
purposes, as will be specified each time by a relevant decision of the Board of Directors and
authorized for the process of implementation of Chairman Mr. Spyridon Manolopoulos, his
executive member and CEO of the company Mr. Ioannis Mertzani and its executive member
and Financial Director of the company Mr. Ioannis Doulaveri to take any required action,
including the selection of authorized members / members of the Athens Stock Exchange
through which the purchases of the company will be made by the company , as well as the
negotiation of the specific terms of the relevant agreement - either jointly or individually and
authorizing if required by third parties, always guided by the interests of the company.
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Subsequently and in accordance with the above, with the relevant announcement from
26.11.2020 for the start of the program for the acquisition of own shares, the company
announced its intention to start the implementation of the program for the acquisition of the
company's own shares. According to this announcement, the purchases of the own shares
will be made through authorized members of the Athens Stock Exchange and the acquisition
of a maximum number of 322,827 shares (up to 5% of the total share capital) is foreseen, with
a minimum purchase price of € 1.08 per share and maximum purchase price € 10.00 per share,
while the program will last until 17.06.2022. The purpose of the program is the disposal of the
own shares that will be acquired for future cooperation strategies and / or for the
establishment of an incentive program for its executives and other personnel and / or the
reduction of its share capital and / or for other legal purposes, in accordance with the
relevant decision of the Board of Directors. The purchases of the own shares will be made to
the extent that they are considered advantageous for the company and the available
liquidity of the company, as well as the respective market conditions, will allow it.
During the year 2022 the company acquired 27,662 own shares, with a total value of €
257,070,45, which correspond to a percentage of 0.428% of its share capital.
By its decision, the 36th regular general meeting of the company's shareholders on 22.06.2022
(item 7), following the recommendation/proposal of the company's remuneration and
nominations committee to the board of directors from 26.05.2023, approved the payment of
remuneration to the extraordinary executive members of the board etc. Ioannis Mertzanis,
Managing Director and Ioannis Doulaveris, Financial Director of the Company in the form of
the grant of free own shares (articles 109, par. 1 and 114 b. 4548/2018) - which were acquired
by the company as mentioned above, in financial year 2021 and 2022 - namely: (a) sixty
thousand (60,000) own shares to Mr. Ioannis Mertzanis, CEO and executive member of the
Company's board of directors, due to his position and particularly increased duties and
responsibilities as CEO and (b) forty-three thousand three hundred and eight (43,308) own
shares to Mr. Ioannis Doulaveris, Financial Director and executive member of the Company's
board of directors, with an obligation to hold for a period of twelve (12) months from the date
of transfer of the shares to further harmonization of the company's interests with those of the
two beneficiaries, in accordance with the company's remuneration policy and provided
relevant authorization to the company's board of directors for the implementation of the
relevant procedure, which was implemented following the decision of the board of directors
of the company dated 30.06.2022 company.
(i) Any significant agreement entered into by the Company, which enters into force, shall be
amended or expired in the event of a change in the Company's control under a public
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proposal and the results of that Agreement, unless, by its nature, the agreement is made
public. would cause serious damage to the company. The exception to the publication of
the agreement does not apply when the obligation to publish arises from other provisions
There is no such an agreement.
(j) Any agreement that the Company has entered into with members of its Board of Directors
or its staff, which provides for compensation in the event of resignation or dismissal without
good reason or termination of their term or employment due to a public offer.
The Company has no significant agreements with members of the Board of Directors or its
employees providing for the payment of compensation, especially in the case of resignation
or dismissal without good reason or termination of their period of office or employment due
to a public offer.
Agia Paraskevi, 29 March 2023
The Chairman of Board
S. MANOLOPOULOS The Board of Directors
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3 INDEPENDENT AUDITOR’S REPORT
To the Shareholders of SPACE HELLAS S.A
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of
“SPACE HELLAS S.A." (Company), which comprise the separate and consolidated statement of
financial position as of 31 December 2022, the separate and consolidated income statements,
statements of comprehensive income, statements of changes in equity and statements of cash
flows for the year then ended, and notes to the separate and consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements present fairly, in all material respects the
separate and consolidated financial position of the Company and of its subsidiaries (the Group)
as at 31 December 2022, their financial performance and their cash flows for the year then
ended in accordance with International Financial Reporting Standards, as adopted by the
European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as they
have been transposed into 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 remained independent of the Company and its consolidated subsidiaries throughout our
audit in accordance with the Code of Ethics for Professional Auditors of the International Ethics
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Standards Board for Accountants, as incorporated in the Greek Legislation and the ethical
requirements related to the audit of corporate and consolidated financial statements in
Greece and we have fulfilled our ethical obligations in accordance with the requirements of
applicable law and abovementioned Code of Ethics.
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 current period. These
matters and related risks of material misstatement were addressed in the context of our audit
of the separate and consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
1. Revenue recognition
In accordance with the accounting policy described in note 4.5.3.12 "Recognition of income
and expenses" of the annual financial report, income is recognized when the relevant risks and
rewards associated with the goods sold are transferred to the acquirer. Group revenues come
from sales of technology equipment and services. Recognition of revenue involves the risk of
inappropriate use of accrual accounting principle for the relevant year.
The Group has ongoing installation and maintenance service contracts for a large number of
customers.
We have examined the wide internal controls of the company and the specific safeguards for
monitoring revenue generation, ordering, contract execution, pricing and subsequent
collection.
We have conducted revenue analytical procedures and substantive audit procedures on a
sample of transactions in order to obtain a reasonable basis for recognizing and accounting for
revenue.
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2. Recoverability of deferred tax assets
Note 4.6.26 of the attached financial statements refers to the deferred tax liability. This item
includes other deferred tax receivables of € 525 thousand for the company and € 1,832
thousand for the Group, for which the Management estimates that there will be a tax benefit
in the future. For these funds we have verified and examined the ability of the provisions for
doubtful receivables to yield tax benefits in the future.
3 Impairment of non-current assets
The Group’s non-current assets of the Group comprise goodwill of € 2.621 thousand and a value
of investments in the share capital of subsidiaries, affiliates and other companies of € 13.620
thousand. According to the applicable accounting framework, it is required to evaluate at
each date of preparation of financial statements whether there are indications of impairment
of these items and if appropriate, it is required to carry out a relevant impairment.
This area was considered important, as in addition to the significance of the amounts, the
controlled entity made significant new investments during the current year.
For these amounts, we assessed the management's estimates of whether there is evidence of
impairment of these assets. Our audit focused on the following topics:
- Investigation and evaluation of the internal controls and procedures followed for the
evaluation and acquisition of new investments as well as for the procedures and for the
identification and evaluation of indications of impairment of non-current assets.
- We assessed the appropriateness of the value in use model for the impairment test, if any
indications arise, evaluating the reasonableness of the assumptions for the preparation of future
cash flows and the reasonable discount rate.
- We assessed the adequacy of the relevant disclosures in the financial statements
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Among the non-current assets of the Group is included the value of intangible assets amounting
to 17,541, most of which come from the application of IFRS 3, during the merger.
For this item we evaluated the management estimates, the independent appraiser's reports
and the assumptions and other estimates used as well as the reasonableness of the assumptions
and methodologies applied for the recognition and measurement of these assets.
Other information
Management is responsible for the other information. Other information, is included in the Board
of Directors Report, for which reference is made in section “Report on Other Legal and
Regulatory Requirements”, in the Statements of the Members of the Board of Directors, but does
not include the Consolidated financial statements and our auditor’s report thereon.
Our opinion on the 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 in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of management and those charged with governance for the separate and
consolidated financial statements
Management is responsible for the preparation and fair presentation of the separate and
Consolidated Financial Statements in accordance with International Financial Reporting
Standards, as adopted 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.
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In preparing the separate and consolidated financial statements, Management is responsible
for assessing the Company’s and 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 Group or to cease
operations, or has no realistic alternative but to do so.
The Audit Committee (article 44 of Law 4449/2017) is responsible for overseeing the financial
reporting process of the Company and the Group.
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 embodied in the Greek Legislation, 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 embodied in the Greek Legislation, we exercise
professional judgment and maintain professional skepticism 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.
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• 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 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 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 events or conditions may cause the Company and 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 appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the 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.
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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 thought 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 current 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 by 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 the Law
4548/2018 and the content of the Board of Directors’ report is consistent with the
accompanying consolidated financial statements for the year ended 31 December 2021.
c) Based on the knowledge and understanding concerning the Company 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 consolidated financial statements is consistent with our Additional Report to
the Audit Committee of the Group, in accordance with Article 11 of the EU Regulation 537/2014.
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3. Provision of Non-audit Services
We have not provided any prohibited non-audit services per Article 5 of the EU Regulation
537/2014.
Permitted non-audit services provided by us to the Company during the year ended December
31, 2022, are disclosed in note 4.6.3.1 of the separate and consolidated financial statements.
4. Appointment of the Auditor
We were appointed for the first time as Auditors of the Company and the Group by decision of
the Annual General Meeting of Shareholders on 28/06/2005. Since then, our appointment has
been continuously renewed for a total period of 17 years, based on the annual decisions of the
regular General Meetings.
5. Corporate Operating Regulation
The Company has an Operating Regulation according to the content provided by the
provisions of article 14 of Law 4706/2020
6. Assurance Report on the European Single Electronic Format
We examined the digital files of the company SPACE HELLAS A.E. (hereinafter the Company
and the Group), which have been drawn up in accordance with the European Single Electronic
Format (ESEF) as defined by the delegated European Commission Regulation (EU) 2019/815, as
amended by Regulation (EU) 2020/1989 ( hereinafter ESEF Regulation), which include the
corporate and consolidated financial statements of the Company and the Group for the year
ended December 31, 2022, in XHTML (213800BFLX55D42JQM05-2022-12-31-el.xhtml), as well as
the projected XBRL file (213800BFLX55D42JQM05-2022-12-31-el.zip) with the appropriate
marking, on the aforementioned consolidated financial statements.
- All annual financial reports should be in XHTML format.
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- For the consolidated financial statements in accordance with International Financial
Reporting Standards, the financial information contained 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 reversed. 'tags'), according to the ESEF Taxonomy, as in
force. The technical specifications for ESEF, including the relevant classification, are set out in
the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework are appropriate criteria for
reaching a reasonable assurance conclusion.
Responsibilities of management and those charged with governance
The management is responsible for the preparation and submission of the corporate and
consolidated financial statements of the Company and the Group, for the year ended
December 31, 2022, in accordance with the requirements set by the ESEF Regulatory
Framework, as well as for those seals. internal control that the administration determines as
necessary, in order to enable the compilation of digital files free of material error, due to either
fraud or error.
Auditor’s responsibilities
It is our responsibility to plan and carry out this assurance work, in accordance with no. 214/4 /
11-02-2022 Decision of the Board of Directors of the Accounting Standardization and Auditing
Committee (ELTE) and the "Guidelines in relation to the work and the assurance report of the
Certified Public Accountants on the European Single Electronic Reference Format (ESEF) of
issuers with securities listed on a regulated market" as issued by the Board of Certified Auditors
on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the
company and consolidated financial statements of the Company and the Group prepared by
the management in accordance with ESEF comply with in every essential aspect with the
current ESEF Regulatory Framework.
SPACE HELLAS S.A.
Annual Financial Report 2022
169
Our work was carried out in accordance with the Code of Ethics for Professional Auditors of the
Council of International Standards of Ethics of Auditors (Code SDPDE), as it has been
incorporated into Greek Legislation and in addition we have fulfilled the ethical obligations of
independence, according to Law 44497. (EU) 537/2014.
The assurance work we conducted restrictively covers the items covered by the ESEF Guidelines
and was carried out in accordance with International Assurance Engagements Standard 3000,
“Assurance Engagements Other than Audits or Reviews of Historical Financial Information”.
Reasonable assurance is a high level of assurance, but it is not a guarantee that this work will
always detect a material error regarding non-compliance with the requirements of the ESEF
Framework.
Conclusion
Based on the work performed and the evidence obtained, we conclude that the company
and consolidated financial statements of the Company and the Group, for the year ended
December 31, 2022, in XHTML file format (213800BFLX55D42JQM05-2022-12-31-el.xhtml), as well
as the forecast XBRL file (213800BFLX55D42JQM05-2022-12-31-el.zip) with the appropriate
marking, on the aforementioned consolidated financial statements, have been prepared, in all
essential respects, in accordance with the requirements of the ESEF Regulatory Framework.
PKF EUROAUDITING S.A.
Athens, 30 March 2023
Certified Public Accountants
124 Kifissias Avenue, 115 26 Athens
ANDREAS G. POURNOS
S.O.E.L. Reg. No. 132
Certified Public Accountant
S.O.E.L. Reg. No. 35081
SPACE HELLAS S.A.
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170
4 ANNUAL FINANCIAL STATEMENTS FOR THE PERIOD FROM 1
st
JANUARY 2022 TO 31
st
DECEMBER 2022
4.1 TOTAL COMPREHENSIVE INCOME STATEMENT
4.1.1 INCOME STATEMENT
01.01-
31.12.2022
01.01-
31.12.2021
01.01-
31.12.2022
01.01-
31.12.2021
Revenue
4.6.1
Cost of sales
-105.987 -82.799 -90.481 -73.788
Gross profit 22.599 20.524 19.856 17.480
Other income
4.6.2
Administrative expenses
4.6.3
-9.771 -6.835 -7.217 -5.656
Research and development cost
4.6.3
-1.837 -1.614 -1.837 -1.614
Selling and marketing expenses
4.6.3
-10.572 -7.736 -7.194 -5.879
Other expenses
4.6.4
-899 -1.891 -741 -993
Earnings before taxes,
investing and financial results
Interest & other similar income 2.631 561 2.664 464
Interest and other financial expenses -4.967 -3.747 -4.503 -3.390
Profit/(loss) from revaluation of investments
in subsidiaries - associated companies
4.6.5
Profit/(loss) before taxes 5.703 5.155 4.470 2.724
Less: Taxes
4.6.6
-683 -535 -1.138 -400
Profit after taxes (A) 5.020 4.620 3.332 2.324
-Equity Shareholders
- Minority Interests in subsidiaries 335 775 - -
Earnings per share - basic (in €) 0,7256 0,6000 0,5161 0,3626
Profit after taxes 10.816 9.451 8.895 7.019
Less depreciation 3.522 3.000 2.388 2.230
Profit before interest and taxes, (EBIT) 7.294 6.451 6.507 4.789
Profit before taxes 5.703 5.155 4.470 2.724
Profit after taxes 5.020 4.620 3.332 2.324
Amounts in € thousand
NOTES
Group
Company
SUMMARY OF INCOME STATEMENT
SPACE HELLAS S.A.
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171
4.1.2 OTHER COMPREHENSIVE INCOME STATEMENT
Profit after taxes (A) 5.020 4.620 3.332 2.324
-Company Shareholders
-Minority Interests in subsidiaries
Other comprehensive income after taxes
Items that might be recycled subsequently
Currency exchange differences from consolidation of
subsidiaries
Total Items that might be recycled subsequently 3 -4 0 0
Items that will not be recycled subsequently
Revaluation of Buldings
Deffered tax from revaluation of buldings
-427 0 -427 0
Change of income tax rate
Change of income tax rate on actuarial loss 0 17 0 0
Actuarial losses due to accounting policy change (IAS19)
-8 -137 -43 -173
Actuarial loss taxes 2 30 9 38
Consolidation adjustments after taxes -103 0 0 0
Deletion of Minority Rights due to selling of subsidiary 0 -318 0 0
Total Items that will not be recycled subsequently 1.408 -338 1.483 -65
Other comprehensive income after taxes (B) 1.411 -342 1.483 -65
Total comprehensive income after taxes (A) + (B) 6.431 4.278 4.815 2.259
-CompanyShareholders
-Minority Interests in subsidiaries
Profit after taxes 5.020 4.620 3.332 2.324
Other comprehensive income after taxes 1.411 -342 1.483 -65
Total comprehensive income after taxes 6.431 4.278 4.815 2.259
SUMMARY OF OTHER COMPREHENSIVE INCOME STATEMENT
Note:
Current period
❑ The figures of the income statement as well as the other total revenues of the Group for the current period are not fully comparable with
those of the corresponding previous period as they include the figures of the subsidiaries SINGULAR LOGIC and SENSE ONE which were
integrated for the first time in the second half of 2021.
❑ The amount of €1.944 thousand which was charged directly in the equity concerns the revaluation of property, and the amount -427 the
tax thereof, the net amount after taxes of -€6 thousand concerns the actuarial results (IAS 19), and the amount of €3 ,thousandconcerns
exchange differences from the conversion of values into €.
SPACE HELLAS S.A.
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172
4.2 FINANCIAL POSITION STATEMENT
31.12.2022 31.12.2021 31.12.2022 31.12.2021
ASSETS
Non-current assets
Property, plant & equipment
4.6.7
Rights of use
4.6.9
Goodwill
4.6.11
Intangible assets
4.6.8
Investments in subsidiaries
4.6.13
Investments in associates
4.6.13
Other long term receivables
4.6.14
Total Non-current assets
Current assets
Inventories
4.6.15
Trade debtors
4.6.16
Other debtors
4.6.17
Financial assets 13 13 13 13
Advanced payments
4.6.18
Cash and cash equivalents
4.6.19
Total Current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share Capital
4.6.20
Share premium
4.6.21
Fair value reserves
4.6.21
Other Reserves
4.6.21
Treasury shares 0 -602 0 -602
Retained earnings 14.381 10.720 10.606 8.250
Equity attributable to equity holders of the parent
Minority interests
Total equity
Non-current liabilities
Other non-current liabilities
4.6.23
Long term loans
4.6.22
Long term leases 1.598 1.359 1.174 830
Provisions
4.6.28
Retirement benefit obligations
4.6.25
Deferred income tax liability
4.6.26
Total Non-current liabilities
Current liabilities
Trade and other payables
4.6.27
Income tax payable 5.357 3.075 4.615 2.387
Short-term borrowings 22.683 17.686 20.263 16.867
Short term leases 1.253 935 661 493
Total Current liabilities
Total Equity and Liabilities
Amounts in € thousand
Group
Company
notes
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173
4.3 STATEMENT OF CHANGES IN EQUITY
4.3.1 STATEMENT OF CHANGES IN COMPANY’S EQUITY
Amounts in € thousand
Share
Capital
Share
premium
Fair value
reserves
Treasury
shares
Other Reserves
Retained
earnings
Total
Balance at 1 January 2021 6.973 53 2.688 0 1.125 6.694 17.533
Profit for the year 0 0 0 0 0 2.324 2.324
Dividends distributed (profits) 0 0 0 0 0 -517
-517
Other reserves 0 0 0 0 116 -116 0
Effeet of thax rate change in the Deffered taxation 0 0 70 0 0 0 70
Treasury shares purchased 0 0 0 -602 0 0
-602
Actuarial loss 0 0 0 0 0 -173 -173
Actuarial loss tax 0 0 0 0 0 38 38
Balance at 31 December 2021 6.973 53 2.758 -602 1.241 8.250 18.673
Balance at 1 January 2022 6.973 53 2.758 -602 1.241 8.250 18.673
Profit for the year 0 0 0 0 0 3.332 3.332
Dividends distributed (profits) 0 0 0 0 0 -775 -775
Revaluation of assets 0 0 1.944 0 0 0 1.944
Recaluation tax 0 0 -427 0 0 0 -427
Other reserves 0 0 0 0 167 -167 0
Treasury shares purchased 0 0 0 602 0 0
Actuarial loss 0 0 0 0 0 -43 -43
Actuarial loss tax 0 0 0 0 0 9
Balance at 31 December 2022 6.973 53 4.275 0 1.408 10.606 23.315
Note:
Current period
❑ The amount of 1.944 thousand € which was entered directly in the net position concerns the real estate value adjustment, and the amount -427 the tax thereof.
❑ .The amount after taxes -34 thousand. € which was entered directly in the net position concerns an actuarial loss recognized in Other Comprehensive Income (IAS 19).
❑ The amount of €602 thousand concerns the disposal of a total of 103,308 own shares in execution of the decision of the Ordinary General Assembly from 22.06.2022.
SPACE HELLAS S.A.
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174
4.3.2 STATEMENT OF CHANGES IN GROUP’S EQUITY:
Amounts in € thousand
Share
Capital
Share
premium
Fair value
reserves
Treasury
shares
Other
Reserves
Accumulate
d profit /
(loss)
Total
Non
controlli
ng
interests
Total net
Equity
Balance at 1 January 2021 6.973 53 2.688 0 1.067 7.807 18.588 1 18.589
Profit for the y ear
Share Capit al increase/ (decrease) 0 0 0 0 0 0 0 0 0
Dividends dist ributed (profits) 0 0 0 0 0 -517 -517 0 -517
Other reserv es 0 0 0 0 116 -116 0 0 0
Net income recognized directly in equit y 0 0 0 0 -4 0 -4 0 -4
Effect of thax rate change in the Deffered tax ation from revaluation of assets 0 0 70 0 0 0 70 0 70
Revaluation of assets tax 0 0 0 0 0 0
Treasury shares (sales) / purchases 0 0 0 -602 0 0 -602 0 -602
Non controlling interests 0 0 0 0 0 -191 -191 -127 -318
Aqcuisition of subsidiaries 0 0 0 0 0 0
Effect of thax rate change in the Deffered tax ation from actuarial losses 0 0 0 0 0 10 10 7 17
Actuarial loss 0 0 0 0 0 -151 -151 14 -137
Actuarial loss tax 0 0 0 0 0 33 33 -3 30
Balance at 31 December 2021 6.973 53 2.758 -602 1.179 10.720 21.081 3.295 24.376
Balance at 1 January 2022 6.973 53 2.758 -602 1.179 10.720 21.081 3.295 24.376
Profit for the y ear 0 0 0 0 0 4.685
Share Capit al increase/ (decrease)
Dividends dist ributed (profits) 0 0 0 0 0 -775
-775
-775
Other reserv es 0 0 0 0 168 -168
Net income recognized directly in equit y 0 0 0 0 3 -63
-60
-42
-102
Revaluation of assets 0 0 1944 0 0 0 1.944 0 1944
Revaluation of assets tax 0 0 -427 0 0 0 -427 0 -427
Treasury shares (sales) / purchases 0 0 0 602 0 0
Actuarial loss
Actuarial loss tax 0 0 0 0 0 5
-3
Balance at 31 December 2022 6.973 53 4.275 0 1.350 14.381 27.032 3.600 30.632
SPACE HELLAS S.A.
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175
4.4 CASH FLOW STATEMENT
01.01-
31.12.2022
01.01-
31.12.2021
01.01-
31.12.2022
01.01-
31.12.2021
Cash flows from operating activities
Profit/(Loss) Before Taxes 5.703 5.155 4.470 2.724
Adjustments for:
Depreciation & amortization 3.522 3.000 2.388 2.230
Provisions -41 -186 176 166
Foreign exchange differences -770 177 -761 166
Net (profit)/Loss from investing activities -44 -1.862 188 -770
Interest and other financial expenses 4.967 3.690 4.503 3.390
Plus or minus for Working Capital changes:
Decrease/(increase) in Inventories -7.287 -1.983 -7.150 -2.091
Decrease/(increase) in Receivables -10.801 -17.781 -12.482 -19.659
(Decrease)/increase in Payables (excluding banks) 9.435 8.199 12.863 10.225
Less:
Interest and other financial expenses paid -4.304 -3.282 -3.965 -3.041
Taxes paid 298 -283 0 0
Total cash inflow/(outflow) from operating activities (a) 678 -5.156 230 -6.660
Cash flow from Investing Activities
Acquisition of subsidiaries, associated companies, joint
ventures and other investments
-43 -14.267 -43 -14.570
Purchase of tangible and intangible assets -7.397 -2.451 -4.228 -2.178
Proceeds from sale of tangible and intangible assets 44 70 15 51
Dividends received 0 0 1.226 0
Total cash inflow/(outflow) from investing activities (b) -7.396 -16.648 -3.030 -16.697
Cash flow from Financing Activities
Proceeds from Borrowings 30.732 19.619 27.486 19.619
Payments of Borrowings -15.818 -6.071 -15.068 -5.611
Proceeds from leases -1.244 -866 -670 -570
Purchase of Treasury shares -257 -602 -257 -602
Dividends paid -775 -517 -775 -517
Total cash inflow/(outflow) from financing activities (c) 12.638 11.563 10.716 12.319
Net increase/(decrease) in cash and cash equivalents
(a)+(b)+(c)
Cash and cash equivalents at beginning of period 23.265 31.058 19.413 30.451
Cash and cash equivalents from business combinatios 0 2.448 0 0
Cash and cash equivalents at end of period 29.185 23.265 27.329 19.413
Amounts in € thousand
Group
Company
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Annual Financial Report 2022
176
4.5 NOTES ON SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
4.5.1 INFORMATION ON SPACE HELLAS S.A
4.5.1.1 General Information
The company operating under the corporate name “SPACE HELLAS S.A”, by virtue of the
revised Deed of Association (revision date 08.07.2007) and approved by the Ministry of
Development (decision K2-10518), was founded in 1985, (Deed of Association, upon power of
attorney n.86369/15.07.1985, approved by the Prefecture of Attiki, ΕΜ 4728/1.8.85, and
published in the Official Gazzete of Greece, ΦEK 2929/8.8.85 ΤAΕ & ΕΠΕ).The company’s
duration has been set to 100 years, its legal address is Mesogion Ave 312, Agia Paraskevi, Attica ,
Greece. On 30.06.2008, the descision of the General Meeting, approved by the Ministerial
Decision K2 9624/1-9-2008 (registerd in the Societers Anonymes Register at 01.09.2008) and
published in the Official Gazette of Greece (ΦΕΚ 10148/3.9.2008 ΤAE & EΠE), has extended the
company’s up to 23.7.2049.
The company’s S.A. Business Register Number (GE.M.I) is 375501000 and the Tax Identification-
VAT Number (AΦM) is 094149709. The company’s shares are ordinary registerd shares and have
been listed in ASE since 29.09.2000. Its headquarters are in the municipality of Agia Paraskevi,
Attica, 312 Messogion Ave.The URL address is http://www.space.gr.
4.5.1.2 Operating Activities
For more than 36 years, Space Hellas has consistently confirmed its leading role in the ICT market
(Information and Communication Technologies), whether in the design, installation and
Space Hellas is a leading System Integrator and Value Added Solutions Provider in the field of
Telecommunications, Information Technology and Security. It offers complete technological
solutions, certified according to the quality assurance standard ISO 9001: 2015 and information
security ISO / IEC 27001: 2013, which ensures that its processes include all the necessary controls
on issues of confidentiality, integrity and availability of information so that data and resources
involved in any commercial activity are protected.
As an innovative company, it pioneers new technology trends such as Cloud Based Services,
Internet Of Things, Smart Cities, Big Data, Blockchain, AI, etc. The wide range of solutions and
services available covers all types of needs in ICT and security technologies such as data
communications, IT and IT infrastructure, telecommunications, unified communications,
information security and physical security, audiovisual systems, etc. Also remote access services
(managed services) are provided, as well as consulting, training and transfer of know-how,
project management, information security management system development services,
SPACE HELLAS S.A.
Annual Financial Report 2022
177
personal data protection program development services in order to adapt to the requirements
of GDPR and DPO Services.
Space Hellas, offers unparalleled quality of technical support services to its customers
according to the IT service management standard ISO 20000: 2018 and through the award-
winning state-of-the-art Network and Business Support Center, which operates according to the
ITILv3 standard serves the largest companies, financial institutions and public organizations on
a 24-hour basis, offering the ability to repair damage within 2 hours for customers who have
strict SLAs. Through this, all technical support services are coordinated at national level and
abroad.
Its clientele includes the largest banks and private companies, industries, store chains,
telecommunications service providers, ministries and government agencies, as well as the
Armed Forces.
The superiority of Space Hellas is recognized by its customers who trust it in the course of its many
years of presence, the company has entered into strategic partnerships with the most important
international high-tech providers, which allows it to successfully carry out large and complex
projects for companies of high prestige and organizations in Greece , but also abroad.
Space Hellas' commitment to research and development offers a significant lead in ICT markets
(IT and Communication Technologies), and security that revolve around innovation and
knowledge activities. The company's ongoing investments, as well as its participation in National
and International research and innovative programs in close cooperation with internationally
recognized organizations, enable it to identify excellent opportunities for innovation, explore
and develop new technologies and implement the acquired knowledge in the direction of
meeting the future and ever-changing requirements of its customers.
4.5.1.3 Composition of the Board of Directors
On 10-14-2022, with Registration Code number 3110971, the minutes of the Board of Directors
of the company from 10-10-2022 were registered in the General Commercial Register
(G.E.MH.), according to which the Board of Directors elected Mr. Irenaios G. Theodorou, as a
new independent non-executive member of the board of directors to replace the resigned
independent non-executive member Mr. Theodoros Gakis, for the remainder of his term.
the Board of Directors of the company was reconstituted as follows:
❑ Spyridon D. Manolopoulos, Chairman of the Board, executive member
❑ Xatzistamatiou N..Theodoros, Vice president non-executive member.
❑ Panagiotis C. Mpellos, Vice President executive member.
SPACE HELLAS S.A.
Annual Financial Report 2022
178
❑ Ioannis A. Mertzanis Chief Executive Officer, executive member.
❑ Ioannis A. Doulaveris, executive member
❑ Paparizou K. Anastasia, executive member.
❑ Anna S. Kaliani, Independent non-executive member
❑ Chatiras I. Emmanuel, indipendent non-executive member
❑ Irinaios G. Theodorou indipendent non-executive member
The term of office of the members of the board of directors remains as it is and is, in accordance
with the company's articles of association, six years which is exceptionally extended until the
end of the deadline, within which the next regular general meeting must be convened and
until the relevant decision is taken, i.e. no later than September 10, 2026, subject to any repeat
or adjourned meeting.
4.5.1.4 Group’s Structure
SPACE HELLAS S.A. is the parent company of the Group. The consolidated financial statements
(Group) include the financial statements of the parent Company, its subsidiaries, affiliates and
joint ventures. A table showing the Group's investments and the method of consolidation as at
31.12.2022 is presented below:
SPACE HELLAS S.A.
Annual Financial Report 2022
Ownership
Consolidation
Corporate name
Country
Sector
percentage
method
Direct Indirect
Subsidiaries
Full
SPACE HELLAS (CYPRUS) LTD Cyprus ICT
100% -
Consolidation
Full
SPACE HELLAS SYSTEM INTEGRATOR S.R.L.
Romania ICT- Investment Properties
- 100,00%
Consolidation
Full
SPACE HELLAS Doo Beograd-Stari Grad
Serbia ICT
- 100%
Consolidation
Full
SPACE HELLAS (MALTA) LTD
Malta ICT
- 100%
Consolidation
Full
SPACE ARAB LEVANT TECHOLOGIES COMPANY
Jordan ICT
- 100%
Consolidation
Full
SINGULARLOGIC S.A.
-
Consolidation
Full
G.I.T. HOLDINGS S.A. Greece Holding company - 100%
Consolidation
Full
G.I.T. CYPRUS LIMITED.
Romania
Holding company - 100%
Consolidation
SINGULARLOGIC ROMANIA COMPUTER
Full
Romania
IT and Information Systems 40%
APPLICATION S.R.L.
Consolidation
Full
SINGULARLOGIC CYPRUS LIMITED
Cyprus
IT and Information Systems - 98,80%
Consolidation
SENSE ONE TECHNOLOGIES Single Member
Full
Greece Internet of Things (ΙοΤ) 100%
S.A.
Consolidation
Associates
Web-IQ B.V.
Netherlands Specialiased applications 32,28% -
Equity methid
Specialiased applications in the
AgroApps Private Company
Greece
35% -
Equity methid
agricultural sector
EPSILON SINGULARLOGIC S.A.
Greece Software Development 39,973%
Equity methid
Other investments
MOBICS S.A.
Greece Software Development 18,10% - -
P-ΝΕΤ Emerging New Generation Networks
Greece Software Development 2,27% - -
and Applications P.C.
14ByDesign
Greece Spin off 2,00% - -
On 22/12/2022, 60% of the share capital of "Singular Logic Romania Computer Application SRL"
was transferred, which, from a wholly owned subsidiary, became a relative, with a remaining
percentage of 40%. Until the transfer date, the above company is included using the full
consolidation method.
On November 18, 2022, it was decided to dissolve and liquidate the subsidiary company
SPACE HELLAS SYSTEM INTEGRATOR SLR.
179
SPACE HELLAS S.A.
Annual Financial Report 2022
180
4.5.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4.5.2.1 Basis of Preparation
The accompanying annual financial statements have been prepared in accordance with the
International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Council (IASC), as well as their relevant Interpretations, as published by the Standing
Committee. adopted by the European Union and binding on the uses expiring on 31 December
2022, in addition to the new standards and interpretations adopted, the implementation of
which has become mandatory for what periods after 1 January 2023.
The accompanying annual financial statements have been prepared complying with the
historical cost convention, adjusted with the revaluation of certain assets and liabilities at fair
values and with the principle of going concern «going concern».
The Group's comparative advantage is its satisfied customers, its specialized know-how, its
excellent organization, continuous investment in modern equipment, its staffing with highly
specialized human resources, the development of new products, the recognition of its
credibility demonstrated by the excellent relations of the Group with its suppliers and the largest
credit institutions in the country and abroad are the guarantee for long-term survival with
significant benefits for the shareholders.
The figures in this report are shown in thousands of Euro, except when otherwise indicated. Any
differences presented between the amounts in the financial statements and the corresponding
amounts in the notes are due to rounding. Where necessary, comparative figures have been
classified to conform to changes in presentation of the elements of this period.
The financial figures of the Group on 31.12.2021 include with the method of total consolidation
the figures of Singular Logic from 14.07.2021 to 31.12.2021 as well as the figures of Sense One
from 29.11.2021 to 31.12.2021.
The preparation of financial statements was made in accordance with International Financial
Reporting Standards, and the Group Management is required to make assumptions and
accounting estimates that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of preparation financial statements as well as the
reported revenues and expenses during the reporting period.
Management evaluates the estimates and assumptions, which mainly include any pending
legal cases, the provision for expected credit losses, the useful life of non-financial assets, the
impairment of property, plant and equipment, impairment of goodwill, impairment of intangible
SPACE HELLAS S.A.
Annual Financial Report 2022
181
assets, impairment of participations, provision for staff compensation due to retirement,
recognition of income and expenses and income taxes. The estimates and assumptions are
based on existing experience and various other factors that are considered reasonable and
form the basis for making decisions about the carrying amounts of assets and liabilities that are
not readily available from other sources.
Actual results may differ from the above estimates under different assumptions or conditions.
The significant accounting estimates and assumptions regarding future and other main sources
of uncertainty at the date of preparation of the financial statements and entail a significant risk
of causing material adjustments to the accounting values of the assets and liabilities within the
next fiscal year, are as follows:
Impairment of goodwill
The Group assesses whether there is impairment of goodwill at least on an annual basis. For this
reason, it is necessary to estimate the use value of each cash-generating unit to which a
goodwill amount has been allocated. The valuation of the use requires the Group to estimate
the future cash flows of the cash-generating unit and to select the appropriate discount rate,
based on which the present value of the above future cash flows will be determined. Additional
details on impairment testing are included in note 4.6.11.
Income tax provision
The provision for income tax under IAS 12 "Income Taxes" refers to the amounts of taxes
expected to be paid to the tax authorities and includes the provision for current income tax
and the provision for any additional taxes that may arise as a result of audit by the tax
authorities. The Group companies are subject to different laws regarding income tax and
therefore a significant assessment is required by the management in order to determine the
Group's provision for income taxes. Income taxes may differ from these estimates due to future
changes in tax legislation, significant changes in the laws of the countries in which the Group
and the Company operate, or unforeseen consequences from the final determination of the
tax liability of each fiscal year by the tax authorities. These changes can have a significant
impact on the financial position of the Group and the Company. In the event that the resulting
final surcharges are different from the amounts originally recorded, these differences will affect
income tax and deferred tax provisions for the year in which the tax differences were
determined. Additional details are included in Note 4.6.6..
Deferred tax assets and liabilities
Deferred tax assets and liabilities are recognized in the event of temporary differences between
the accounting base and the tax base of the assets and liabilities using the tax rates that have
been enacted and are expected to apply in the periods in which those differences are
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Annual Financial Report 2022
182
expected to be eliminated. Deferred tax liabilities are recognized for all deductible temporary
differences and transferable tax losses, to the extent that it is probable that taxable income will
be available that will be used against the deductible temporary differences and the
transferable unused taxable assets. The Group and the Company take into account the
existence of future taxable income and follow a continuous conservative tax planning strategy
when estimating the recovery of deferred tax assets. Accounting estimates related to deferred
tax assets require management to make assumptions about the timing of future events, such
as the probability of expected future taxable income and the tax planning options available.
Additional details are included in Note 4.6.26.
Provisions for expected credit losses from receivables from customers and contractual assets
The Group and the Company apply the simplified approach of IFRS 9 for the calculation of
expected credit losses, according to which, the loss forecast is always measured at an amount
equal to the expected lifetime credit losses for receivables from customers and contractual
assets. The Group and the Company have formed a provision for expected credit losses in order
to adequately cover the loss that can be reliably estimated and derived from these
receivables. At each financial statement date, all receivables are estimated based on historical
trends, statistics, and future expectations regarding the collection of receivables from overdue
customers. The formed forecast is adjusted by burdening the results of each year. Any write-offs
of receivables from accounts receivable are made through the formed provision. Additional
details are included in Note 4.6.16.
Post-employment benefits and other defined benefit plans
Liabilities for staff compensation due to retirement are calculated at the discounted present
value of the future compensation benefits accrued at the end of the year. Liabilities for these
benefits are calculated on the basis of financial and actuarial assumptions that require
management to make assumptions about discount rates, wage increases, mortality and
disability rates, retirement ages and other factors. Changes in these key assumptions can have
a significant effect on the liability and related costs of each period. The net cost of the period
consists of the present value of the benefits incurred during the year, the interest-bearing future
liability, the accrued service costs and the actuarial gains or losses. Due to the long-term nature
of these defined benefit plans, these assumptions are subject to a significant degree of
uncertainty. Additional details are included in Note 4.5.2.3.
Assessment of the useful life of assets
The Group and the Company must assess the useful life of tangible assets as well as intangible
assets which are recognized either through acquisition or through business combinations. These
estimates are reviewed at least annually, taking into account new data and market conditions.
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Contingent liabilities
The Group and the Company examine the cases of any legal case or dispute on a periodic
basis and assess the potential financial risk, based on the opinion of the legal services. If the
potential loss from any dispute or legal case is considered probable and the amount can be
estimated reliably, the Group and the Company calculate a provision for the estimated loss.
Both in determining the probability and in determining whether the risk can be reliably assessed,
management judgment is required to a significant degree. When additional information
becomes available, the Group and the Company review the contingent liability and litigation
and may revise estimates of the likelihood of an adverse outcome and the related estimate of
potential loss. Such revisions to the estimates of the contingent liability may have a material
effect on the financial position and results of the Group and the Company.
Impairment of property, plant, and equipment
Determining the impairment of property, plant and equipment requires estimates, but are not
limited to the cause, time and amount of the impairment. Impairment is based on a number of
factors, such as technological depreciation, service interruption, current replacement costs,
and other changes in circumstances that indicate impairment. The recoverable amount is
usually determined using the discounted cash flow method. The determination of impairment,
as well as the estimation of future cash flows and the determination of the fair values of assets
(or groups of assets) require management to make significant estimates regarding the
determination and assessment of impairment, expected cash flows, the discount rates to be
applied, the useful lives and the residual values of the fixed assets
Determining the duration of the lease of contracts with extension or termination rights
The Group and the Company determine the duration of the lease as the irrevocable period of
the lease, in combination with the periods covered by the right to extend the lease if it is rather
certain that they will be exercised, or the periods covered by the right to terminate the lease if
it is rather certain that they will not be exercised. The Group and the Company have certain
lease agreements that include extension and termination rights and apply judgment to assess
whether the exercise of the extension right or the non-exercise of the right to terminate the lease
is more certain. For this reason, all relevant events that create a financial incentive for the lessee
to exercise the right to extend the lease or not to exercise the right to terminate the lease are
examined. After the start date of the lease term, the Group and the Company reassess the
duration of the lease in the event of a significant event or significant change in circumstances
that come under their control and affects whether or not they are likely to exercise the lease
right of extension or termination (e.g., making significant improvements or significant
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adjustments to the leased asset, ability to replace leased assets without significant cost or
disruption of activities).Additional details are included in Note 4.6.9.
Leases - Estimation of the interest rate increase
The Group and the Company use the Incremental Borrowing Rate (I.B.R.) to determine the lease
interest rate so that their lease liabilities can be measured. The incremental interest rate is the
interest rate that the Group would bear if it borrowed the necessary funds to purchase an asset
of similar value to the asset with a right of use, for a similar period of time, with similar collateral
and in a similar financial environment.
In order to determine this interest rate, the following methodological approach is followed:
❑ Determination of existing borrowing rate which is defined as the average borrowing rate
of the Group.
❑ Assessment of the creditworthiness of the company and its credit rating based on the
credit rating methodology of the recognized international rating agency Moody’s
Investors Service.
❑ Assessment of the Group's creditworthiness and its credit rating after the Additional Debt
based on the credit rating - rating methodology of the recognized international rating
agency Moody’s.
❑ Determination of the change that will occur in the credit rating of the Group due to the
increase of the total debt with the total nominal value of all the rents of the Group
foreseen for the following years, according to the methodology of Moody’s.
❑ Calculation of the incremental interest rate (IBR) that will be used to estimate the present
value of the projected rents of each professional (operating) lease, which will result from
the existing borrowing rate increased by a premium due to the Additional Debt assumed
by the Group.
Depreciation of Inventories
Provisions are formed for depreciated, useless and stocks with very low market movement.
Reductions in the value of inventories to net realizable value and other impairment losses on
inventories are recognized in the income statement during the period in which they are
incurred.
Construction contract budgets
The handling of the revenue and expenses of a construction contract depends on whether the
final result from the execution of the contractual project can be estimated reliably. When the
result of a project contract can be estimated reliably, then the revenue and expenses of the
contract are recognized during the contract period, respectively, as revenue and expense. The
Group uses the completion stage to determine the appropriate amount of income and output
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to recognize in a given period. The completion stage is measured based on the contractual
cost incurred up to the reporting date in relation to the total estimated construction cost of
each project. Therefore, significant estimates of the management are required, regarding the
gross margin with which the executed construction contract will be executed (estimated
execution cost).
4.5.2.2 Accounting Methods and their Changes
The accounting principles and calculations on the basis of which the financial statements were
prepared are consistent with those used to prepare the annual financial statements as of
December 31, 2021 and have been consistently applied, except for the following amendments,
which were adopted by the group in on January 1, 2022.
4.5.2.3 New standards, standard revisions, and interpretations
Standards and interpretations mandatory for the current year:
The following new Standards, Interpretations and amendments to Standards have been issued
by the International Accounting Standards Board (IASB), have been adopted by the European
Union and are mandatory from 01/01/2022 onwards.
Amendments to IFRS 3 "Business Combinations", IAS 16 "Property, Plant and Equipment", IAS 37
"Provisions, Contingent Liabilities and Contingent Assets" and "Annual Improvements 2018 - 2020"
(applicable for annual periods beginning on or after on 01/01/2022) In May 2020, the IASB issued
a series of amendments, including limited-purpose amendments to three Standards, as well as
the Board's Annual Improvements. Such amendments provide clarifications regarding the
wording of the Standards or correct minor implications, omissions or conflicts between the
requirements of the Standards. More specifically:
❑ The amendments to IFRS 3 "Business Combinations" update a reference of IFRS 3 to the
Conceptual Framework of Financial Reporting without modifying the accounting
requirements related to business combinations.
❑ The amendments to IAS 16 "Tangible Assets" prohibit a company from deducting from
the cost of fixed assets amounts received from the sale of items produced during the
preparation of said fixed assets to make them ready for use. Instead, the company
recognizes such sales revenue and related costs in the Income Statement.
❑ Amendments to IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” specify
the costs that a company should include when assessing whether a contract is loss-
making.
❑ The Annual Improvements to IFRS - Cycle 2018-2020 make minor amendments to IFRS 1
"First-time Adoption of International Financial Reporting Standards", IFRS 9 "Financial
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Instruments", IAS 41 "Agriculture" and the Explanatory Examples accompanying the IFRS
16 "Leases". The amendments are not expected to have an impact on the Group's
financial statements.
New Standards, Interpretations, Revisions and Amendments to existing Standards which have
not yet entered into force or have not been adopted by the European Union
The following new Standards, Interpretations and amendments to Standards have been issued
by the International Accounting Standards Board (IASB), but have either not yet entered into
force or have not been adopted by the European Union.
Amendments to IAS 1 "Presentation of Financial Statements" (applicable for annual periods
beginning on or after 01/01/2023). In February 2021, the IASB issued limited-purpose
amendments to accounting policy disclosures. The purpose of the amendments is to improve
the disclosures of accounting policies in order to provide more useful information to investors
and other users of the Financial Statements. More specifically, the amendments require the
disclosure of significant information related to accounting policies, rather than the disclosure of
significant accounting policies. The Group will examine the impact of all of the above on its
Financial Statements, although they are not expected to have any. The above have been
adopted by the European Union.
Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates” (applicable for annual periods beginning on or after
01/01/2023) In February 2021, the IASB issued amendments of limited scope which clarify the
difference between a change in accounting estimate and a change in accounting policy. This
distinction is important, as the change in accounting estimate is applied without retroactive
effect and only to future transactions and other future events, in contrast to the change in
accounting policy which has retrospective effect and is applied to transactions and other
events of the past. The Group will examine the impact of all of the above on its Financial
Statements, although they are not expected to have any. The above have been adopted by
the European Union.
Amendments to IAS 12 "Income Taxes: Deferred Tax Related to Assets and Liabilities Arising from
an Individual Transaction" (applicable for annual periods beginning on or after 01/01/2023) In
May 2021, the IASB issued targeted amendments to IAS 12 to specify how entities should treat
deferred tax arising from transactions such as leases and release obligations – transactions for
which entities recognize both an asset and a liability. In certain cases, financial entities are
exempted from recognizing deferred tax when they recognize receivables or liabilities for the
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first time. The amendments clarify that this exemption does not apply and financial entities are
required to recognize deferred tax on these transactions. The Group will examine the impact of
all of the above on its Financial Statements, although they are not expected to have any. The
above have been adopted by the European Union.
IFRS 17 "Insurance Contracts" (applicable for annual periods beginning on or after 01/01/2023).
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS
4. The purpose of the IASB's work was to develop a single principle-based standard for
accounting for all types of insurance contracts, including reinsurance contracts held by an
insurance company. A single principles-based Standard will enhance the comparability of
financial reporting across financial entities, jurisdictions and capital markets. IFRS 17 sets out the
requirements that an economic entity should apply to the financial information relating to
insurance contracts it issues and reinsurance contracts it holds. In addition, in June 2020, the
IASB issued amendments which, however, do not affect the fundamental principles introduced
when IFRS 17 was originally issued. The amendments are designed to reduce costs by simplifying
certain requirements of the Standard, lead to more easily explainable financial performance,
as well as facilitate the transition by postponing the implementation date of the Standard to
2023, while providing additional assistance in reducing the effort required when first
implementing the Standard. The Group does not expect to have any impact on its Financial
Statements. The above have been adopted by the European Union.
Amendments to IFRS 17 "Insurance Contracts: First-time Application of IFRS 17 and IFRS 9 –
Comparative Period Information" (effective for annual periods beginning on or after
01/01/2023) In December 2021, the IASB issued an amendment limited purpose to IFRS 17
transition requirements to address a significant issue related to temporary accounting
mismatches between insurance contract liabilities and financial assets in comparative
information in the context of first-time application of IFRS 17 "Insurance Contracts" and IFRS 9
"Financial Instruments". The amendment is intended to improve the usefulness of the financial
information presented in the comparative period for the users of the Financial Statements. The
Group will examine the impact of all of the above on its Financial Statements, although they
are not expected to have any. The above have been adopted by the European Union.
Amendments to IAS 1 'Classification of Liabilities as Current or Non-current' (applicable for
annual periods beginning on or after 01/01/2024) In January 2020, the IASB issued amendments
to IAS 1 that affect the presentation requirements of obligations. Specifically, the amendments
clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to
have the right to defer settlement of the liability for at least 12 months after the reporting period.
The amendments include: a) clarification that an entity's right to defer settlement should exist
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at the reporting date, b) clarification that the classification of the liability is not affected by
management's intentions or expectations regarding the exercise of the right to defer
settlement, c) explain how the borrowing conditions affect the classification, and d) clarify the
requirements regarding the classification of liabilities of an entity that is to or may settle through
the issue of own equity securities. In addition, in July 2020, the IASB issued an amendment to
postpone by one year the effective date of the originally issued amendment to IAS 1, as a result
of the spread of the Covid-19 pandemic. However, in October 2022, the IASB issued an
additional amendment aimed at improving the information companies provide about long-
term debt commitments. IAS 1 requires a company to classify a loan as non-current only if the
company can avoid settling the loan within 12 months after the reporting date. However, a
company's ability to do so often depends on compliance with its commitments. The
amendments to IAS 1 specify that commitments to be met after the reporting date do not
affect the classification of the loan as short-term or long-term at the reporting date. Instead, the
amendments to the standard require a company to disclose information about these
commitments in the notes to the financial statements. The amendments are effective for annual
periods beginning on or after January 1, 2024, with early adoption permitted. The Group will
examine the impact of all of the above on its Financial Statements, although they are not
expected to have any. The above have not been adopted by the European Union.
Amendments to IFRS 16 “Leases: Lease Obligations on a Sale and Leaseback” (applicable for
annual periods beginning on or after 01/01/2024) In September 2022, the IASB issued limited
scope amendments to IFRS 16 “Leases ” which add requirements for how a company accounts
for a sale and leaseback after the date of the transaction. A sale and leaseback is a transaction
in which, a company sells an asset and leases the same asset back for a period of time from
the new owner. IFRS 16 includes requirements regarding the accounting treatment of a sale
and leaseback at the date the transaction takes place. However, the Standard did not specify
how to measure the transaction after that date. The issued amendments add to the
requirements of IFRS 16 regarding sale and leaseback, thus supporting the consistent
application of the accounting standard. These amendments will not change the accounting
treatment for leases other than those arising from a sale and leaseback transaction. The Group
will examine the impact of all of the above on its Financial Statements, although they are not
expected to have any. The above have not been adopted by the European Union.
4.5.2.4 Tangible Fixed Assets and Intangible Assets
Fixed assets are presented in the financial statements at their acquisition values or at fair value.
Fair value is the amount for which a fixed asset can be exchanged between parties having
knowledge of the subject matter and acting voluntarily in a purely commercial transaction. The
initial registration / recognition of an asset is always done at cost. The acquisition cost of fixed
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assets includes the directly distributed costs (purchase price, shipping, insurance premiums,
non-refundable purchase taxes, etc.) to get the items in working order by the date of
preparation of the financial statements.
Land and buildings of the Company and the Group have been valued at their fair value on
30.06.2022, which was determined after a study by an independent house of certified
appraisers.
The valuers applied the European and International Valuation Standards (EVS 2020, IVS 2020),
as defined by TEGova and IVSC (The European Group Of Valuers' Associations and International
Valuation Standards Council respectively) as well as the instructions and guidelines of the
Manual Use (Red Book) of the Royal Institution of Chartered Surveyors of Great Britain (Royal
Institution of Chartered Surveyors - RICS - Valuation Professional Standards 2020).
For the valuation of the Market Value of the property in question, the Market Value Method and
the Income Method were used, which are the most appropriate in accordance with the
International Valuation Standards (IVS) and the guidelines and directions of the Royal Institution
of Chartered Surveyors (R.I.C.S).
The Market method is based on the assumption that an informed buyer would not pay more for
the purchase of an asset than the market value of a similar asset for exactly the same use and
purpose.
The Income Method is based on "prediction" and the "principle of supply and demand". It is used
to value shops, hotels, shopping centers and general commercial properties that generate
income.
Then the 2 methods are weighted by applying appropriate weighting factors by the appraiser,
in order to obtain the Market Commercial Value (Fair Value) of the property under appraisal.
Factors Influencing Value
To determine the Commercial Value of the properties under investigation, the appraisers took
into account the following factors:
The current state of the immovable assets, as described below.
The data provided by our company regarding our appraised properties (titles, plans - plans -
topographical diagrams, etc. - declarations of compliance with relevant laws on settlement of
wrongdoings N.4178/13, N.4495/2017, etc.).
The information received from various sources regarding the current sale prices of real estate
as well as the conditions of demand and supply that apply in each local real estate market.
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The remaining tangible fixed assets acquired by the company and the Group are shown at
cost, less accumulated depreciation. Depreciation is charged to the Income Statement on a
straight-line basis over the estimated useful lives of the assets. Landis not depreciated.
Intangible assets include goodwill, concessions and industrial property rights, as well as
computer software both acquired and internally generated as well. The cost of internally
generated software comprises the cost of materials and the cost of personnel as well as other
costs incurred in order to prepare the asset for the intended use. The criteria used in order to
recognize the costs incurred as intangible assets are:
➢ Intention of the Group to proceed in the creation of the asset
➢ Technical possibility of completion of the asset to make it ready for use or sale.
➢ Adequate technical, financial and other resources for the completion of the asset.
➢ Group's ability to use or sale the asset.
➢ Capability of the maternally generated asset to create future economic benefits for the
Group
➢ Reliable measurement of the expenditure attributable to the asset during its
development.
The cost of purchasing and deploying software recognized as intangible assets is depreciated
using the straight-line method over its useful life.
Other intangible assets (acquisition value of a trademark) are not depreciated due to the
inability to reliably measure their commercial viability and inflow in the near future.
The estimated useful life, by category of assets, is as follows:
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Description Useful live (in years)
Buildings and buildings installations 50
Buildings and buildings installations in third parties 12
Plant and machinery 16
Plant and machinery Leased 10
Furniture 16
Fittings 10
Office equipment 10
Telecommunication equipment 10
Other equipment 10
Electronics equipment 5
Cars 5
Trucks 10
Other means of transportation 5
Intangible assets (software acquired/internally generated) 5
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each
balance sheet date.
4.5.2.5 Investment property
Investment property is intended to generate rental income or profit from its resale. The
properties used for the Group's operating activities are not considered as investment but
operational. This is also the criterion of separation between investment and operating real
estate.
Investment properties as long-term assets are disclosed at fair value, which will be revalued at
each end of the year. Any changes in fair value, which represents the free market price, are
recognized in the other income / expense of the income statement.
4.5.2.6 Impairment of Assets
Assets with an indefinite useful life are not depreciated and are subject to an impairment review
annually and when some events suggest that the book value may not be recoverable any
resulting difference is charged to the period’s results.
Assets that are depreciated are subject to an impairment review when there is evidence that
their value will not be recoverable. The recoverable value is the greater between the net sales
value and the value in use. An impairment loss is recognized by the company when the book
value of these assets (or cash generating unit- CGU) is greater than its recoverable amount.
Net sales value is the amount received from the sale of an asset at an arm’s length transaction
in which participating parties have full knowledge and participate voluntarily, after deducting
any additional direct cost for the sale of the asset, while value in use is the present value of
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estimated future cash flows that are expected to flow into the company from the use of the
asset and from its disposal at the end of its estimated useful life.
4.5.2.7 Goodwill
Goodwill is the difference between the purchase cost and the fair value of the Assets and
Liabilities of a subsidiary / associate at the date of acquisition.
The company at the date of purchase recognizes the goodwill arising from the acquisition, as
an asset, and displays it at cost. This cost is equal to the amount of the combination cost which
exceeds the share of the company, in the assets, in the liabilities and in the contingent liabilities
of the acquired company. Goodwill is subject to an impairment test on an annual basis and is
measured at cost less any accumulated impairment losses. At each balance sheet date, the
Group assesses whether there are indications of impairment. If such evidence exists, an analysis
is performed to assess whether the carrying amount is fully recoverable. For easier processing of
impairment tests (impairment test), the amount of goodwill is distributed in cash-generating
units.
4.5.2.8 Consolidation
❑ Subsidiaries
Subsidiaries are fully consolidated from the date on which control is transferred to the Group
and are no longer consolidated from the date that control ceases. The purchase method of
accounting is used to account for the acquisition of subsidiaries. Note 1.6(a) outlines the
accounting policy on goodwill. The cost of an acquisition is measured as the sum of the fair
values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity
instruments issued by the Group, in exchange for control of the acquired plus any costs directly
attributable to the acquisition. The acquired identifiable assets, liabilities and contingent
liabilities are measured initially at their fair values at the acquisition date, irrespective of the
extent of any minority interests.
The excess of the cost of acquisition over the fair value of the net assets of the subsidiary
acquired is recorded as goodwill. Where the cost of the acquisition is less than the fair value of
the Group’s share of the net assets of the subsidiary acquired, the difference is recognized
directly in the income statement.
Inter-company transactions, balances and unrealized gains on transactions between Group
companies are eliminated. Unrealized losses are also eliminated unless cost cannot be
recovered. Accounting policies of subsidiaries have been adjusted where necessary to ensure
consistency with the policies adopted by the Group..
Transactions with minority interests
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For the accounting treatment of minority transactions, the Group applies the accounting
principle in which it treats these transactions as transactions with third parties outside the Group.
Minority sales create gains and losses for the Group which are recorded in the income
statement. Minority purchases generate goodwill, which is the difference between the
consideration paid and the percentage of the book value of the net worth of the subsidiary
acquired.
❑ Associates
Associates are entities over which the Group generally has between 20% and 50% of the voting
rights, or over which the Group has significant influence, but which it does not control.
Investments in associates are accounted for by the equity method of accounting and are
initially recognized at cost. The Group’s investment in associates includes goodwill (net of any
cumulative impairments losses) identified in acquisition. At the end of each year, the cost
increases with the ratio of the investing company to the changes of the net position of the
invested company and decreases with the dividends received from the associate. The
Company records its investments in affiliated companies, in its separate financial statements,
at cost less any impairment losses.
❑ Joint Ventures
The company's investments in joint ventures are accounted for using the equity method. The
equity method is an accounting treatment in which a shareholding in a jointly controlled entity
is initially recognized at cost and subsequently adjusted for a change in the consortium's equity
after net acquisition of the joint venture. entity. The results of the consortium member include its
share in the profits and losses of the jointly controlled entity.
❑ Other companies
Other companies include the value of shares that are not traded on stock markets with a
percentage of less than 20%. These companies do not exercise any control by the Group.
According to the principles of IAS 32 and 39, these investments are presented in the financial
statements at cost less any provision for impairment
4.5.2.9 Inventories
Inventories are shown at the lower of cost and net realizable value. Net realizable value is the
estimated selling price, within the ordinary course of business, less the estimated cost of selling.
The cost of inventories is determined by the weighted average method and includes the costs
of acquiring inventories and their specific purchase costs (shipping, insurance premiums, etc.).
Appropriate provisions are formed for devalued, useless and stocks with very low traffic speed.
Reductions in the value of inventories to net realizable value and other impairment losses are
recognized in the income statement during the period in which they are incurred.
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4.5.2.10 Trade and other Receivables - provisions
Receivables are initially recognized at their fair value which is at the same time the transaction
value. They are subsequently valued at their amortized cost, reduced by the bad debt
provision, which is formed when there is a risk of non-collection of all or part of the amount
owed. The Management of the Group periodically reassesses the adequacy of the provision
regarding doubtful receivables in relation to its credit policy and taking into account data of
the Legal Service of the Group, which arise based on historical data processing and recent
developments in the cases it manages. The amount of the impairment provision is the difference
between the carrying amount of receivables and the present value of estimated future cash
flows and is included in the income statement. If, at a later date, the impairment loss decreases
and this decrease may be objectively related to events that occurred after the impairment loss
was recognized (for example, the debtor's credit rating improved), the reversal of the loss is
recognized in the period results. The fair value of trade and other receivables approximates the
carrying amount.
The commercial and other receivables of both the company and the Group, except for those
for which a provision has been made, are all considered receivable.
4.5.2.11 Cash and Cash Equivalents
Cash and cash equivalents consist of cash and short-term deposits with an initial maturity of less
than three (3) months
4.5.2.12 Statuory Reserves
Legal Reserve: the company is obliged according to the applicable commercial law to form
as legal reserve of 5% of their annual net profits up to 1/3 of the paid up share capital.. This
reserve cannot be distributed during the operational life of the company, but can be used to
cover loses following appropriate decision of the Shareholders’ General Meeting.
Tax exempted reserves. These reserves are formed when there are:
Tax exempted Earnings, in accordance with the applicable tax framework in Greece. In case
of distribution of these gains these will be taxable at the corporate tax rate in force at the time
of distribution to shareholders or converted to equity after the Annual General Meeting of
shareholders taking into account the restrictions that may apply every time
Partially taxed earnings which are taxed at a lower tax rate than the then current rate in
Greece. In case of distribution of the gains will be taxable at the corporate tax rate in force at
the time of distribution to shareholders or converted to equity after the Annual General Meeting
of shareholders taking into account the constraints that may apply each time.
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4.5.2.13 Share Capital
The company's shares were listed on the parallel market of the Athens Stock Exchange on 9-29-
2000 and are of common nominal value. The share capital of the company after its reduction,
by the decision of the Ordinary General Meeting of shareholders from 13-6-2017, amounts to six
million nine hundred and seventy-three thousand and fifty-two Euros and forty cents
(€6,973,052.40) and is divided six million four hundred fifty six thousand five hundred and thirty
(6,456,530) common registered voting shares with a nominal value of 1.08 Euro each, fully paid.
Upon the acquisition of treasury shares, the amount paid, including related expenses, is
deducted from equity in a separate "Equity Reserve". The Own Shares do not incorporate voting
rights. The Own Shares of the Group's subsidiaries (which do not relate to shares of the parent
company) are treated in the Group as available-for-sale assets.
4.5.2.14 Earnings per Share
The basic earnings per share are calculated by dividing the net earnings attributed to the
shareholders of the parent company by the weighted average number of shares. Impairment
earnings per share are calculated by dividing the net return attributable to the shareholders of
the parent company by the weighted average number of shares outstanding during the year,
adjusted for the effect of the stock option.
4.5.2.15 Dividend distribution
Dividends distributed to shareholders are recognized as a liability at the time they are approved
for distribution by the General Meeting of Shareholders
4.5.2.16 Revenue and Expense Recognition
Revenue: The Group and the Company recognize revenue, excluding interest income,
dividends and any other source of financial instruments (recognized under IFRS 9), to the extent
that they reflect the price to which the Company is entitled. from the transfer of goods and
services based on a five-step approach:
❑ Recognition of contracts with customers
❑ Recognition of the terms of execution of the contracts
❑ Determining the price of the transaction
❑ Divide the price of the transaction according to the terms of execution of the contracts
❑ Recognition of revenue when the Company fulfills the terms of execution of the
contracts
Revenue includes sales of goods and services, net of Value Added Tax, discounts and rebates.
Revenue is recognized when there is a possibility (highly probable) of financial benefits flowing
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into the Group and can be measured reliably. Revenues from technical projects are recognized
in the results of the period, depending on the stage of completion of the contractual activity
at the date of preparation of the financial statements (input method). Therefore, the cost of the
projects that has been executed, but has not been invoiced accordingly to the customer, is
recorded in the income statement period together with the corresponding contractual income.
Any variable price is included in the contract price, only to the extent that it is highly probable
that this revenue will not be reversed in the future and is calculated using either the 'expected
value' method or the 'most probable amount' method. ». In the process of assessing the
possibility of recovering the variable price, the previous experience adapted to the conditions
of the existing contracts is taken into account. Additional claims and additional work are
recognized if the recovery negotiations are at an advanced stage of negotiation or are
supported by independent professional assessments. Costs such as, costs of bidding,
construction of temporary construction sites, relocation of equipment and workers, etc. that
arise after the undertaking of a project, according to the new standard can be capitalized.
For the calculation of the costs incurred until the end of the year, any costs related to future
work related to the contract are excluded and appear as an ongoing project. The total cost
incurred and the profit / loss recognized for each contract are compared with the progressive
pricing until the end of the year. Where the costs incurred in addition to the recognized net
profit (less losses) outweigh the progressive pricing, the difference arises as a receivable from
'Contract assets' in the 'Customer receivables' item in Current Assets. When progressive pricing
exceeds the costs incurred in addition to the net profit (less losses) recognized, the balance is
presented as a "Contractual Liabilities" liability in the "Suppliers and Other liabilities" item.
Interest income: Interest income is recognized in profit or loss on a pro rata basis, based on time
and the use of the effective interest rate.
Dividend income: Dividend income is recognized when the right to receive payment is
established.
Expenses: Expenses are recognized in profit or loss on an accrual basis. Payments made under
operating leases are transferred to the Income Statement as an expense at the time of the
lease.
Intercompany income / expenses within the Group are completely eliminated.
4.5.2.17 Research & Development ExpensesGrants
Continuous progress is an integral part of the Group's role as the market is characterized by
rapidly changing developments in the field of technologies. Many software products are based
on proprietary technologies. The Group invests significant resources in the R&D sector for the
development of innovative products in order to be able to meet the requirements of its
customers, but also to be able to compete effectively in the markets.
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4.5.2.18 Grants
Government grants are recognized at their fair value when it is expected with certainty that the
grant will be received and the Group will comply with all the terms provided.
Government grants related to expenses are deferred and recognized in the results so that they
correspond to the expenses intended to reimburse.
4.5.2.19 Financialproducts - Fairvalue
The Group and the Company use the following hierarchy to determine and disclose the fair
value of financial instruments per valuation technique:
Level 1: Negotiable (non-adjusted) prices in active markets for similar assets or liabilities. The
fair value of financial assets traded in active money markets is determined based on the
published prices valid at the balance sheet date. An "active" money market exists when
prices are readily available and regularly reviewed, published by a stock exchange,
stockbroker, industry, rating agency or regulator, representing real and frequently repeated
trades under normal trading conditions.
Level 2: Other techniques for which all inputs that have a significant effect on the recorded
fair value are observable, either directly or indirectly. The fair value of financial assets that are
not traded in active money markets (e.g. derivatives contracts outside the derivatives market)
is determined using valuation techniques, which rely largely on available information for
transactions that are performed in active markets while using as few estimates of the entity as
possible.
Level 3: Techniques that use inputs that have a significant effect on the recorded fair value
and are not based on observable market data.
Techniques used to measure financial assets include:
❑ Purchase prices or negotiator prices for similar items.
❑ The fair value of hedging transactions, which is defined as the present value of future cash
flows (based on available performance curves).
During the period there were no transfers between levels 1 and 2 nor transfers in and out of level
3 for fair value measurement. The amounts appearing in the Financial Statements for cash,
trade and other receivables, trade and other short-term liabilities as well as Bank short-term
liabilities approximate their respective fair values due to their short-term maturity.
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The valuation method was determined taking into account all the factors in order to
accurately determine the fair value and is measured at Level 3 of the hierarchy to determine
the fair value.
There were no changes in the valuation techniques used by the Group during the period.
4.5.2.20 Provisions
Provisions are recognized in accordance with the requirements of IAS 37, when the Group can
form a reliable estimate of a reasonable legal or contractual liability, which arises as a result of
prior events and there is a possibility that an outflow of resources may be required to settle that
liability. . The Group creates a provision for onerous contracts when the expected benefit that
will result from these contracts, is less than the unavoidable costs of compliance with the
contractual obligations. Restructuring provisions include penalties for early termination of leases
and payment of compensation for employees due to retirement and are recorded in the
period created for the Group legal or contractual obligation to settle the payment. Expenses
related to the usual activities of the Group are not recorded as provisions. The long-term
provisions of a particular liability are determined by discounting the expected future cash flows
relating to the liability, taking into account the relevant risks.
4.5.2.21 Loans
Borrowing costs are recognized as an expense in the period in which they are incurred in
accordance with IAS 23 “Borrowing Costs”. Loans are initially recognized at cost, which is the
fair value of the loan received, less borrowing costs associated with the issue. After initial
recognition, they are valued at amortized cost using the effective interest method
4.5.2.22 Benefits for staff
Current benefits: Current benefits to employees (excluding termination benefits) in cash and in
kind are recognized as an expense in the year in which they are paid. In case of outstanding
amount, at the date of preparation of the financial statements, this amount is recorded as a
liability, while in case the amount paid exceeds the amount of benefits, the Group recognizes
the excess amount as an asset (prepaid expense) only to the extent that the prepayment will
lead to a reduction in future payments or a refund.
Post-employment benefits: Post-employment benefits include both defined contribution plans
and defined benefit plans.
Defined contributions program: Based on the defined contributions program, the Group's
obligation (legal) is limited to the amount determined to contribute to the body (insurance
fund) that manages the contributions and provides the benefits (pensions, medical care, etc.).
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The accrued cost of defined contribution plans is recognized as an expense in the period in
question.
Defined benefit plan: The defined benefit plan of the Group concerns its legal obligation to pay
the staff a lump sum compensation on the date of departure of each employee from the
service. The liability recorded in the balance sheet is calculated based on the expected
accrued right of each employee, discounted at its present value, in relation to the time when
this benefit is expected to be paid. The commitment of the defined benefit is calculated
annually by an independent actuary using the projected unit credit method. The interest rate
on long-term Greek government bonds is used to discount it.
4.5.2.23 Leases
At the entry into force of a contract, the Group assesses whether the contract constitutes, or
contains, a lease. A contract is, or contains, a lease if the contract transfers control over the use
of an identifiable asset for a specified period of time in return for consideration
Lease accounting by the lessee
The Group applies a single recognition and measurement approach for most leases, except for
short-term (leases less than one year) as well as leases whose underlying asset is of low value
(under approximately € 4,500). The Group recognizes lease liabilities for lease payments and
usufruct assets that represent the right to use the underlying assets.
❑ Assets with right of use
The Group and the Company recognize the assets with the right of use at the date of the
beginning of the lease period (i.e. the date when the underlying asset is available for use).
Eligible assets are measured at cost less any accumulated depreciation and impairment losses
and are adjusted based on any recalculation of the lease liability. The cost of eligible assets
consists of the amount of the lease liability recognized, the initial direct costs and any rents paid
at the commencement date of the lease term or earlier, less any lease incentives received.
Eligible assets are depreciated on a straight-line basis over the shortest period of time between
the term of the lease and its useful life. If the ownership of the leased asset is transferred to the
Group or the Company at the end of the lease term or if its cost reflects the exercise of the right
to purchase, the depreciation is calculated according to the estimated useful life of the asset.
The Group and the Company have contracts for means of transport as well as other equipment
used in their activities. Assets with the right to use are subject to impairment testing as described
in note 4.5.2.6 Impairment of Assets.
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❑ Liabilities from leases
At the effective date of the lease, the Group and the Company measure the lease liability at
the present value of the leases to be paid during the lease. Leases consist of fixed rents
(including substantially fixed rents) less any lease incentives receivable, floating rates that
depend on an index or interest rate, and amounts expected to be paid under residual value
guarantees. Leases also include the exercise price of the lease if it is probable that the Group
or Company will exercise that right and the payment of a lease termination clause if the term
of the lease reflects the exercise of a right of termination. Floating rents that do not depend on
an index or interest rate are recognized as an expense in the period in which the event or the
activation of those payments occurred. For the discounting of rents, the Group and the
Company use the Increase rate as the imputed lease rate cannot be easily determined. After
the date of commencement of the lease, the amount of the lease liability increases on the
basis of interest on the lease and decreases with the payment of the lease. In addition, the
carrying amount of the lease liability is revalued if there are revaluations or modifications to the
lease.
❑ Lease accounting by the lessor
Leases in which the lessor does not transfer substantially all the financial benefits and risks arising
from the ownership of the leased asset are classified as operating leases. When assets are
leased under operating leases, the asset is included in the statement of financial position based
on the nature of the asset. Rental income from operating leases is recognized under the terms
of the lease using the straight-line method. A lease that transfers substantially all the financial
benefits and risks arising from the ownership of the leased asset is classified as a finance lease.
Leased assets are derecognized and the lessor recognizes a receivable equal to the net
investment in the lease. The lease receivable is discounted using the effective interest method
and the carrying amount is adjusted accordingly. Rents receivable increase based on interest
on the receivable and decrease with the collection of rents.
4.5.2.24 Suppliers
Trade liabilities are liabilities payable for goods or services acquired in the ordinary course of
business by suppliers. Accounts payable are classified as current liabilities if the payment is due
within one year or less or long-term liabilities if the payment is due for more than one year.
Liabilities to suppliers are initially recognized at fair value and subsequently measured at
amortized cost using the effective interest method..
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4.5.2.25 Income Tax & Deferred Taxation
Income tax consists of current taxes, deferred taxes, i.e. tax charges or deductions related to
the financial benefits accruing in the period but have already been or will be charged by the
tax authorities at different times, and provisions for additional taxes which may arise under the
control of the tax authorities.
Income tax is recognized in the statement of comprehensive income for the period, both that
relating to transactions recorded directly in equity and that relating to the results of the period.
The current income tax refers to the tax on the taxable profits of the companies included in the
consolidation, as amended in accordance with the requirements of the tax laws, and was
calculated based on the applicable tax rates of the countries in which the group companies
operate.
Deferred income tax is calculated using the liability method, in all temporary differences, at the
balance sheet date, between the tax base and the carrying amount of the assets and liabilities.
Expected tax effects from temporary tax differences are identified and presented as either
deferred tax liabilities or deferred receivables. Deferred tax is determined based on the tax rates
applicable at the balance sheet date. Deferred tax assets are recognized in respect of all
taxable deductibles and transferable tax losses to the extent that it is probable that future
taxable profits will be available against which the deductible taxable amount can be utilized.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and
decreases to the extent that it is probable that there will be taxable profits against which part
or all of the deferred tax assets are used
4.5.2.26 Foreign Currency Transactions
Amounts of the financial statements of the companies of the Group are measured based on
the currency of the primary economic environment, in which the Group operates (operating
currency). The consolidated financial statements are presented in Euro, which is the operating
currency and the presentation currency of the parent Company and all its subsidiaries. Gains
and exchange differences arising on the settlement of such transactions during the period and
on the conversion of foreign currency denominated currency at the exchange rates ruling at
the date of the financial statements are recognized in the Income Statement.
Foreign exchange differences arising on the conversion of financial statements of foreign
holdings are recognized in equity reserve through the statement of comprehensive income
4.5.2.27 Financial Instruments
Financial instruments valued at fair value
Financial assets and liabilities in the balance sheet include cash, securities, other receivables,
equity, short-term and long-term liabilities.
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Financial instruments are presented as receivables, liabilities or equity items, based on the
substance and content of the relevant contracts from which they arise. Interest, dividends,
gains or losses arising from financial products that are classified as receivables or liabilities are
accounted for as income or expense respectively.
The Group considers that the values at which financial assets and financial liabilities are
recognized in the financial statements do not differ materially from fair values.
4.5.2.28 Financial Risk Management
The Group is exposed to various financial risks, including unpredictable fluctuations in exchange
rates and interest rates, market risks, credit risks and liquidity risks. The overall risk management
program of the Group seeks to minimize the possible adverse effects of these fluctuations on
the financial performance of the Group.
Risk management policy is applied by the Group's management, through the assessment of
the risks associated with the Group’s activities and functions and carry out the design of the
methodology by selecting the appropriate financial products in order to achieve risk reduction.
The financial instruments used by the Group consist mainly of bank deposits, transactions in
foreign currency at current prices or short term currency futures, bank overdrafts, accounts
receivable and payables.
The Group and the Company, in the context of normal business activities, are exposed to a
series of financial and business risks and uncertainties, linked both to the general economic
situation and to the more specific conditions emerging in the sector.
The specialized know-how of the company and the group, the continuous investment in well-
qualified human resources and strong infrastructures combined with the development of new
products help and support the Group to be constantly competitive and penetrate new
markets, limiting risks.
In addition, our structures that are constantly adapting to the new business environment
combined with the significant amount of unexecuted projects give us the right to believe that
we will meet the needs of the critical year ahead and will contribute to the minimization of
volatile factors.
Common risks to which the Group is exposed are the following:
❑ Factors of financial risks
The Group is exposed to various financial risks, including unpredictable fluctuations in exchange
rates and interest rates, market risks, credit risks and liquidity risks. The overall risk management
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program of the Group seeks to minimize the possible adverse effects of these fluctuations on
the financial performance of the Group.
Risk management policy is applied by the Group's management, through the assessment of
the risks associated with the Group’s activities and functions and carry out the design of the
methodology by selecting the appropriate financial products in order to achieve risk reduction.
The financial instruments used by the Group consist mainly of bank deposits, transactions in
foreign currency at current prices or short term currency futures, bank overdrafts, accounts
receivable and payables
❑ Foreign Exchange Risk
The Group's exposure to currency risks comes mainly from existing or expected cash flows in
foreign currency (imports - exports). The management of the Group constantly monitors the
fluctuations and the trend of foreign currencies and evaluates each case separately, taking
the necessary measures where necessary, through agreements to cover exchange risks. The
situation shaped today by both the war in Ukraine and the energy crisis, as well as the rising
trend of interest rates worldwide, inevitably also affect exchange rates. The management of
the exchange risk requires complex policies that link the exchange risk coverage tools (currency
options) with the commercial and cost strategy of the Group. The rapid changes oblige us to
closely monitor offers and contracts that include currency risks, to reform them where possible
and to cover the currency risk using futures contracts.
The main trading currencies of the Group are the Euro, and USD.
In table below there is sensitivity analysis of the earnings before taxes due to currency exchange
rate changes:
Currency
USD
Exchange rate
variation
Effect on profit
before tax
Exchange rate
variation
Effect on profit
7% -700 8% -600
-7% 700 -8% 600
31.12.2022
31.12.2021
❑ Price Risk
The Group does not own any negotiable securities and therefore is not exposed to the risk of
changes in the stock market prices of securities.
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The Group is mainly exposed to changes in the value of the goods it supplies and therefore its
inventory policy and commercial policy are adjusted accordingly. To deal with the risk of the
obsolescence of its stocks, the Group implements a rational management and administration
of them, in combination with the projects and sales they concern. The nature of the market in
which we operate (medium and large market) gives us the right to manage stocks by project
and type of sale
However, the situation we have been experiencing lately has affected the supply chain and
has led to the management of orders being based on the delivery time of the goods and not
on the minimization of the holding time in the warehouses, considering the completion of the
projects in the contractual times. For the same reason, the Group invests significantly in the field
of Project Management by empowering the teams with specialized human resources and also
by using modern project management tools in order to smooth out the problems that arise as
much as possible. The careful management of projects in terms of continuous control of costs
and schedules is imperative.
❑ Interest Rate Risk
The fluctuations in the interest rate markets can have a modest impact on the Group’s income
and the Group’s operating cash flows
It is the policy of the Group to continuously review interest rate trends and the tenor of financing
needs. In this respect, decisions are made on a case by case basis as to the tenor and the fixed
versus floating cost of a new loan. Thus, the amount of short term borrowings is variable. All short
term borrowings are based on floating rates.
The period we are going through is characterized by trends of continuous increase in interest
rates, which will inevitably affect both the financial cost of project management and the cost
of investments. As the majority of loans have been contracted with floating interest rates, the
group intervenes using interest rate risk management tools (interest rate swaps) in order to
maintain the costs at the budgeted levels. this effort is continuous and requires the connection
of interest rate change trends with the strategy of the company and the group.
Sensitivity analysis of Group’s borrowings due to interest rate changes:
Currecy
31.12.2022
31.12.2021
Effect on profit
Effect on profit before
euro
Interest rate variation
Interest rate variation
before tax
tax
250 -1.100 150 -450
-250 1.100 -150 450
204
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205
❑ Credit Risk
Credit risk arises from cash and cash equivalents, bank deposits, derivative financial instruments,
and credit risk exposures from customers.
Trade receivables come mainly from large organizations in the private and public sector. The
financial position of the customers is closely monitored and redefined according to the new
conditions. The Group evaluates the creditworthiness of each customer, either through an
independent rating body or internally taking into account its financial position, previous
transactions and other parameters, monitoring the amount of credit provided. Customer credit
limits are set based on internal or external ratings in accordance with limits set by the
Management.
The current situation, which is compounded by both the COVID 19 pandemic and the war in
Ukraine, requires further vigilance. The ever-increasing energy costs combined with supply chain
problems and delays in deliveries force us to redefine how we approach credit risk by trying to
examine the extent to which our customers are affected by these factors.
For specific credit risks, provisions for losses from impairment. The backdating of collections is an
issue to be managed but is not linked to the good standing of our debtors.
To minimize the credit risk on cash and cash equivalents, the Group under policies approved
by the Board of Directors sets limits on the amount to be exposed. Also with regard to money
market instruments, the Group only does business with recognized financial rating institutions.
❑ Liquidity Risk
Liquidity risk is addressed both by the steady flow of receipts and by securing sufficient cash
from bank financing (focusing on on-the-project basis funding), which is based on the excellent
relationship the company has with the largest credit institutions in the country and provides
sufficient credit lines to finance our business plans.
Medium-term strategic plans are financed by long-term funds with particular attention to the
costs that follow (reference is made to the interest rate risk section).
In addition, excellent relationships with our suppliers, which are based on long-lasting, reliable
and stable relationship, provide us with significant help in trying to smooth cash flow.
The table below summarizes the maturity profile of financial liabilities for the 31.12.2022 and
31.12.2021 respectively.
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Group
Amounts in € thousand
Total
Less than 1 Year
1 to 5 years
>5years
31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Borrowings 70.602 57.187 22.683 17.686 41.419 16.701 6.500 22.800
Leases 2.851 2.294 1.253 935 1.598 1.359 0 0
Trade and Other liabilities 66.420 57.564 66.420 57.558 - - 0 6
Company
Amounts in € thousand
Total
Less than 1 Year
1 to 5 years
>5years
31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Borrowings 66.523 54.107 20.263 16.867 39.760 14.440 6.500 22.800
Leases 1.835 1.323 661 493 1.174 830 0 0
Trade and Other liabilities 57.966 46.643 57.966 46.637 0 0 0 6
❑ Capital Management
The primary objective of the Group’s capital management is to ensure that it maintains a strong
investment grade credit rating and healthy capital ratios in order to support its operations and
expand the Group’s activities.
The group’s policy is to maintain leverage targets in line with an investment grade profile. The
gearing ratio is calculated by dividing the net borrowing with the total capital employed.
Group
Company
Amounts in € thousand
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Short term Borrowings 22.683 17.686 20.263 16.867
Long term Borrowings 47.919 39.501 46.260 37.240
Less: cash and cash equivalents -29.185 -23.265 -27.329 -19.413
Net Debt 41.417 33.922 39.194 34.694
Equity 30.632 24.376 23.315 18.673
Total capital employed 72.049 58.298 62.509 53.367
Gearing ratio 57,48% 58,19% 62,70% 65,01%
The leverage ratio of both the Group and the company was maintained at the same levels as
last year. The participation of the company and the Group in the important digital
transformation projects carried out in recent years in the country are a main strategic objective
as they are expected to create an important source of service contracts in the medium- to
long-term.
206
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This participation keeps the leverage ratios at high levels as these projects have an
implementation horizon of more than one year, which keeps the net debt at a high level.
At the same time, the financing of the medium-long-term investment plan moves in the same
direction.
❑ Risk regarding geopolitics and the energy crisis
The start of 2022 was marked by Russia's invasion of Ukraine, which marked the beginning of a
war that looks set to last.
At a time when Europe, as well as the whole world, was recovering from the shock of the
pandemic, before it could return to a "normality", we faced a new, unprecedented condition
which increases economic and social instability.
The economic effects of the conflict have been felt mainly through rising energy and food
prices, deteriorating confidence, turmoil in financial markets, and further disruptions in supply
chains. Despite the positive impact from EU funding and the RRF the outlook for this year faces
growing countervailing forces
Inflation continued to be an important factor with energy, transport and food prices being the
main drivers of the upward trend. To mitigate the negative impact of higher energy costs on
households and businesses, the European Council called on Member States and the
Commission to continue to make the best use of the energy price toolbox and the temporary
State aid framework for the crisis. The Greek government has already extended further subsidies
to protect the most vulnerable and announced additional relief measures.
Investments, on the other hand, will continue to support the recovery. With NGEU funds to be
spent in 2021-26 at around €31 billion (€17.8 billion in grants and €12.7 billion in loans),
investments are expected to remain resilient in 2022.
The geopolitical and economic developments due to the war are expected to be a key factor
shaping the conditions in the Greek and global economy in the next period. On an economic
level, the initial impacts on energy costs have extended to the supply of certain consumer
products and raw materials.
The Group has zero exposure to the markets of Ukraine and Russia as they are not part of its
supply chain nor do they contribute to the turnover, so no negative effects are expected due
to the economic sanctions of the EU and the countermeasures of the Russian Federation
against the member countries of the EU.
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The group, timely realizing the above challenges and taking appropriate and targeted
measures, especially regarding energy costs and security of supply, manages not only to remain
unharmed but also to record historically high performances.
❑ Risk of COVID-19 spread
The health crisis of COVID-19 had led the global economy into a period of uncertainty and
instability. The uncertainty that has prevailed worldwide for two years since the outbreak of the
pandemic seems to be receding as vaccinations of the population intensify and trading activity
is maintained at satisfactory levels. We believe that from the second half of 2022, there will be
an even greater normalization of the situation and a gradual return to normalcy.
Space Hellas Group, concerning its obligation to make public certain information (market
disclosure), estimates that at this stage there is no significant impact on its fundamentals as well
as on its financial situation.
❑ Other operational risk
The company's Management has installed a reliable internal control system to detect
malfunctions and exceptions in the context of its commercial operations. The insurance
coverage of property and other risks is considered sufficient. The Group and the Company will
not face significant risks in the short-term and generally the time horizon. The specialized know-
how of the company and the group, the continuous investment in well-qualified human
resources and strong infrastructures combined with the development of new products help and
support the Group so that it is constantly competitive and penetrates new markets, limiting its
risks competitive horizon.
4.6 NOTES TO THE ANNUAL FINANCIAL STATEMENTS OF THE YEAR 2022
4.6.1 OPERATING SEGMENTS
Business segment is a distinct part of the Company and the Group which provides products and
services subject to different grades of risk and performance that is different from those of other
business segments.
Geographical segments provide products or services within a particular economic environment
that is subject to risks and performances that are different from those of components operating
in other economic environments.
The Group and the company’s segments are based on the products and services provided.
❑ Primary segment – Business segments
The Group organizes its activities in three segments:
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o Technology providers of solutions and services to the business environment. (Value
Added Solutions)
o IT projects (integration)
o Resellers’ network for mobile telecommunications.
The segment consolidated results for the current and previews period are as follows:
Amounts in € thousand
2022 2021 +/-% 2022 2021 +/-% 2022 2021 +/-% 2022 2021 +/-%
Revenue 70.800 65.093
8,77%
56.500 36.500
54,79%
1.286 1.730
-25,66%
128.586 103.323
24,45%
Gross profit 12.450 12.129
2,65%
9.750 7.665
27,20%
399 730
-45,34%
22.599 20.524
10,11%
EBIT 6.550 6.135
6,76%
4.050 3.031
33,62%
216 285
-24,21%
10.816 9.451
14,44%
Earnings before taxes - -
-
- -
-
- -
-
5.703 5.155
10,63%
Earnings before taxes - -
-
- -
-
- -
-
5.020 4.620
8,66%
Group
Mobile
telecommunications
Total
Integration projects
Technology Solutions and
Services
❑ Secondary segment – Geographical segment
The Group’s main geographical space is Greece , where the parent company’s registed office
is lovated.
The subsidiary company «SPACE HELLAS CYPRUS LTD», has its registered offices in Cyprus and is
a parent of subsidiaries :
❑ SPACE HELLAS SYSTEM INTEGRATOR SRL headquartered in Romania,
❑ SPACE HELLAS HELLAS Doo Beograd-Stari Grad based in Serbia,
❑ SPACE HELLAS (MALTA) LTD based in Malta,
❑ SPACE AAB LEVANT TECHNOLOGIES COMPANY headquartered in Jordan
with growing activities, though not significant in relation to the totality of the Group.
Thesubsidiarycompany «SINGULARLOGICS.A.», has its registered offices in Greece and is a
parent of subsidiaries:
❑ GREEK INFORMATION TECHNOLOGY HOLDINGS S.A«G.I.T. HOLDINGSS.S..»
headquartered in Greece.
❑ GREEK INFORMATION TECHNOLOGY(CYPRUS) LIMITED headquartered in Cyprus.
❑ SINGULARLOGIC CYPRUS LIMITED headquartered in Cyprus.
The above companies based abroad have developing activities but not significant in relation
to the integrity of the Group.
SPACE HELLAS S.A.
Annual Financial Report 2022
210
4.6.2 OTHER OPERATING INCOME
Amounts in € thousand
01.01 -
31.12.2022
01.01 -
31.12.2021
01.01 -
31.12.2022
01.01 -
31.12.2021
Service provision 4 3 4 3
Income from property leases 65 54 53 53
Government Grants 3.549 1.242 2.283 697
Other extraordinary income 2.548 1097 27 51
Other extraordinary gains 24 9 10 9
Currency exchange gains 1.272 661 1.244 636
Unused provisions 30 935 0 0
Prior year's incom 282 2 19 2
Total other operating income 7.774 4.003 3.640 1.451
Group
Company
4.6.3 OPERATING EXPENSES
Administration expenses
Amounts in € thousand
01.01-
31.12.2022
01.01-
31.12.2021
+/-%
01.01-
31.12.2022
01.01-
31.12.2021
+/-%
Payroll expenses 5.553 3.527 57,44% 4.191 3.124 34,15%
Third parties’ fees and expenses 1.407 1.153 22,03% 897 715 25,45%
Third parties’ utilities and
serv ices
1.362 960 41,88% 1.011 831 21,66%
Taxes and dues 199 208 -4,33% 125 182 -31,32%
Sundry expenses 800 579 38,17% 683 508 34,45%
Depreciations 335 301 11,30% 195 189 3,17%
Prov isions 115 107 7,48% 115 107 7,48%
Total admin. expenses 9.771 6.835 42,96% 7.217 5.656 27,60%
Group
Company
Research & Development expenses:
Amounts in € thousand
01.01-
31.12.2022
01.01-
31.12.2021
+/-%
01.01-
31.12.2022
01.01-
31.12.2021
+/-%
Payroll expenses
850 802 5,99% 850 802 5,99%
Third parties’ fees and expenses 315 169 86,39% 315 169 86,39%
Third parties’ utilities and
9 11 -18,18% 9 11 -18,18%
Taxes and dues 4 3 33,33% 4 3 33,33%
Sundry expenses
25 4 525,00% 25 4 525,00%
Depreciations 634 625 1,44% 634 625 1,44%
Total R&D expenses
1.837 1.614 13,82% 1.837 1.614 13,82%
Group
Company
Selling expenses:
SPACE HELLAS S.A.
Annual Financial Report 2022
Group
Company
01.01-
01.01-
01.01-
01.01-
Amounts in € thousand
+/-%
+/-%
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Payroll expenses 7.062 4.698 50,32% 4.855 3.807 27,53%
Third parties’ fees and expenses 1.480 1.222 21,11% 785 729 7,68%
Third parties’ utilities and
452 593 -23,78% 261 345 -24,35%
serv ices
Taxes and dues 195 69 182,61% 183 65 181,54%
Sundry expenses 709 549 29,14% 571 471 21,23%
Depreciations 674 605 11,40% 539 462 16,67%
Total Selling expenses 10.572 7.736 36,66% 7.194 5.879 22,37%
4.6.3.1 Assurance service fees
For the year ended December 31, 2022, the group's Operating expenses include fees for
services related to the regular audit of financial statements €70 thousand, for the tax
compliance report €21 thousand and fees for other assurance services other services €20
thousand €, while for the company the fees related to the regular audit amount to €23
thousand, for the tax compliance report €12 thousand and fees for other assurance services
and other services € 6 thousand
For the year ended December 31, 2021, the group's Operating expenses include fees for
services related to the regular audit of financial statements €128 thousand, for the tax
compliance report €47 thousand and fees for other assurance services other services €12
thousand €, while for the company the fees related to the regular audit amount to €20 thousand
, for the tax compliance report €10 thousand and fees for other assurance services and other
services €9 thousand.
4.6.4 OTHER OPERATING EXPENSES
Group
Company
01.01 -
01.01-
01.01 -
01.01-
amounts in € thousand
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Extraordinary expenses 216 226 109 17
Loss from currency exchange 488 813 483 802
Provisions for receivables of doubtful collection 0 649 0 59
Other provisions 61 0 61 0
Extraordinary losses 59 198 59 110
Prior year's expenses 75 5 29 5
Total other operating expenses 899 1.891 741 993
4.6.5 FINANCIAL RESULTS
211
SPACE HELLAS S.A.
Annual Financial Report 2022
Group
Company
01.01-
01.01-
01.01-
01.01-
amounts in € thousand
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Gain/Loss from affiliated companies 1.306 2.059 0 0
Gain/Loss from other investments -561 0 -561 0
Loss from securites 0 -2 0 -2
Loss from business combination 0 -167 0 0
Dividends 0 0 363 863
Total financial results 745 1.890 -198 861
During the current year, the investment results of the group comprise the amount of € 1.306
thousand, which concerns income from the consolidation using the equity method of our
affiliate companies WEB IQ, AgroApps, Epsilon SingularLogic as well as from the sale of
subsidiaries of SingularLogic. Also, the amount of €561 thousand concerns impairment losses of
other assets.
During the previews year, the investment results of the group comprise the amount of € 2,059
thousand, which concerns income from the consolidation using the equity method of our
affiliate companies WEB IQ, AgroApps, Epsilon SingularLogic as well as from the sale of
subsidiaries of SingularLogic.
Both in the current and in the previous fiscal year, profits from previous fiscal years were
distributed to the company as a dividend from its subsidiary SPACE HELLAS CYPRUS LTD.
4.6.6 INCOME TAX
Group
Company
01.01 -
01.01-
01.01 -
01.01-
Amounts in € thousand Note
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Current Income Tax
-46 -43 0 0
Additional tax -251 0 -251 0
Deferred tax imputed to results
4.6.26 -386 -492 -887 -400
Total income tax charge to income statement (a)
-683 -535 -1.138 -400
Deferred tax recognized directly in equity (b)
4.6.26 -396 118 -418 108
Total tax (a+b)
-1.079 -417 -1.556 -292
From the fiscal year 2011 to the fiscal year 2015, the Greek corporations and the Limited Liability
Companies, whose annual financial statements are compulsorily audited, were obliged to
receive the "Annual Certificate" provided for in §5 of article 82 of Law 2238 / 1994 and article
65A of Ν4174 / 2014, issued following a tax audit carried out by the statutory auditor or an audit
firm that audits the annual financial statements.
212
SPACE HELLAS S.A.
Annual Financial Report 2022
213
From the year 2016 onwards, the tax certificate is optional. Upon completion of the tax audit,
the Statutory Auditor or Audit Office issues to the company a "Tax Compliance Report" and
the Auditor or audit firm then submits it electronically to the Ministry of Finance, based on POL
1124/2015, as amended by the POL 1108/2017 by the tenth day of the tenth month following
the end of the fiscal year.
For the Company and its Greek subsidiaries, and for the years 2011 to 2021, this audit has been
completed with the issuance of the relevant Tax Compliance Reports without qualification.
There is ongoing tax audit of the company for the year 2022 by statutory auditors, from which
no significant additional charges are expected to arise.
For the year 2016, the Company on February 9, 2022 , received a notification from the Greek
Tax Authorities for conducting a partial audit. Upon completion of the partial on-site tax audit,
the books kept by the company were deemed sufficient and accurate and no irregularities or
omissions affecting their validity were found. Also, the above audit did not result in a tax liability,
but at a reduction of the tax loss carried forward. The company carried out a correction of the
tax return for the tax loss carried forward in the following years, from the audited fiscal year of
2016, and additional income taxes plus surcharges arose, amounting to €220 thousand. This
amount, reduced by the formed provision of €61 thousand, and was included in the results of
the current year.
From 1 January 2014 onwards, dividends distributed within the same group by companies within
the EU are exempt from both income tax and withholding tax, provided, inter alia, that the
parent company participates in the company distributing the dividend at a minimum
shareholding of 10% for at least two consecutive years.
The basic tax rate for Public Limited Companies in Greece for the current and the previews
fiscal year is 22% while or the previews fiscal year was 24%.
Income tax reconciliation table:
SPACE HELLAS S.A.
Annual Financial Report 2022
Group
Company
01.01-
01.01-
01.01-
01.01-
Amounts in € thousand
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Earnings before taxes 5.020 5.155 4.470 2.724
Tax calculated at the statutory tax rate -1.104 -1.134 -983 -599
Expenses not deductible for tax purposes -227 -26 -151 -31
Tax impact from tax exemptedincome 80 520 80 191
Deffered tax credit 883 65 167 65
Effect of different tax rates in other countries -110 61 0 0
Income tax adjutments -205 0 -251 0
Effect from tax rate changes 0 -21 0 -26
Total -683 -535 -1.138 -400
4.6.7 PROPERTY, PLANT AND EQUIPMENT
Land and buildings are disclosed in the fair value as resulted from their revaluation as at
30.06.2022 carried out by independent valuators (note 4.5.2.4)
Group
Buildings and
Motor
Plant and
Furniture’s &
Amounts in € thousand
Land
buildings
Vehicles
Total
machinery
Fittings
installation
Opening Balance 01.01.2021 7.264 4.330 11.365 56 3.300 26.315
Plus: Additions 0 106 480 5 448 1.039
Additions from business compination 0 3.075 101 481 6.150 9.807
Minus: Disposals 0 265 472 7 171 915
Ending balance 31.12.2021 7.264 7.246 11.474 535 9.727 36.246
Depreciation at 01.01.2021 0 270 5.737 29 2.703 8.739
Plus: Additions 0 181 565 5 248 999
Additions from business compination 0 2.952 99 479 5.962 9.492
Minus: Disposals 0 158 376 6 169 709
Depreciation at 31.12.2021 0 3.245 6.025 507 8.744 18.521
Ending balance 31.12.2021 7.264 4.001 5.449 28 983 17.725
Opening Balance 01.01.2022 7.264 7.246 11.474 535 9.727 36.246
Plus: Additions 0 14 1.289 0 1.403 2.706
Revaluation 2.559 -864 0 0 0 1.695
Minus: Disposals 0 0 60 0 329 389
Ending balance 31.12.2022 9.823 6.396 12.703 535 10.801 40.258
Depreciation at 01.01.2022 0 3.245 6.025 507 8.744 18.521
Plus: Additions 0 164 550 5 367 1.086
Revaluation 0 -249 - - - -249
Minus: Disposals 0 0 55 0 315 370
Depreciation at 31.12.2022 0 3.409 6.520 512 8.796 18.988
Ending balance 31.12.2022 9.823 2.987 6.183 23 2.005 21.270
214
SPACE HELLAS S.A.
Annual Financial Report 2022
Company
Buildings
Motor
and
Plant and
Furniture’s &
Amounts in € thousand
Land
Vehicles
Total
buildings
machinery
Fittings
installation
Opening Balance 01.01.2021 7.264 4.330 11.301 55 3.300 26.250
Plus: Additions 0 83 480 5 198 766
Minus: Disposals 0 0 472 5 171 648
Ending balance 31.12.2021 7.264 4.413 11.309 55 3.327 26.368
Depreciation at 31.12.2021 0 270 5.708 28 2.703 8.709
Plus: Additions 0 170 559 4 144 877
Minus: Disposals 0 0 376 4 169 549
Depreciation at 31.12.2021 0 440 5.891 28 2.678 9.037
Ending balance 31.12.2021 7.264 3.973 5.418 27 649 17.331
Opening Balance 01.01.2022 7.264 4.413 11.309 55 3.327 26.368
Plus: Additions 0 5 1.313 0 314 1.632
Revaluation 2.559 -864 - - - 1.695
Minus: Disposals 0 0 7 0 0 7
Ending balance 31.12.2022 9.823 3.554 12.615 55 3.641 29.688
Depreciation at 01.01.2022 0 440 5.891 28 2.678 9.037
Plus: Additions 0 148 545 5 177 875
Revaluation - -249 - - - -249
Minus: Disposals 0 0 2 0 0 2
Depreciation at 31.12.2022 0 339 6.434 33 2.855 9.661
Ending balance 31.12.2022 9.823 3.215 6.181 22 786 20.027
4.6.8 INTANGIBLE ASSETS
Group and company intangibles include software programs purchased externally, other
intangible assets and proprietary software. Investments in self-produced intangible assets are
costs of developing products in the form of integrated software to be made available within
the framework of our Technology Solutions and Services functional area. The fund in the other
intangible fixed assets concerns the acquisition value of the exploitation of a trademark, but
due to the impossibility to reliably measure their commercial viability and their inflow in the
immediate future, it decreased and weighed on the investment results of the current year.
Here are tables of intangible fixed assets of the Group and the company:
215
SPACE HELLAS S.A.
Annual Financial Report 2022
Group
Amounts in € thousand
Software Other intangibles Total Intangibles
Opening Balance 01.01.2021 7.163 759 7.922
Plus: Additions/transfers 773 0 773
Additions from business combinations 14.003 9.813 23.816
Minus: Disposals 3 0 3
Ending balance 31.12.2021 21.936 10.572 32.508
Depreciation at 01.01.2021 4.655 321 4.976
Plus: Additions/transfers 1.052 1 1.053
Additions from business combinations 10.372 0 10.372
Minus: Disposals 3 0 3
Depreciation at 31.12.2021 16.076 322 16.398
Ending balance 31.12.2021 5.860 10.250 16.110
Opening Balance 01.01.2022 21.936 10.572 32.508
Plus: Additions/transfers 1.473 1.636 3.109
Minus: Disposals 76 384 460
Ending balance 31.12.2022 23.333 11.824 35.157
Depreciation at 01.01.2022 16.076 322 16.398
Plus: Additions 1.116 158 1.274
Minus: Disposals 56 0 56
Depreciation at 31.12.2022 17.136 480 17.616
Ending balance 31.12.2022 6.197 11.344 17.541
Company
Amounts in € thousand
Software Other intangibles Total Intangibles
Opening Balance 01.01.2021 7.153 714 7.867
Plus: Additions/transfers 773 0 773
Minus: Disposals 3 0 3
Ending balance 31.12.2021 7.923 714 8.637
Depreciation at 01.01.2021 4.645 307 4.952
Plus: Additions 824 1 825
Minus: Disposals 3 0 3
Depreciation at 31.12.2021 5.466 308 5.774
Ending balance 31.12.2021 2.457 406 2.863
Opening Balance 01.01.2022 7.923 714 8.637
Plus: Additions/transfers 1.415 0 1.415
Minus: Disposals 0 384 384
Ending balance 31.12.2022 9.338 330 9.668
Depreciation at 01.01.2022 5.466 308 5.774
Plus: Additions 859 1 860
Minus: Disposals 0 0 0
Depreciation at 31.12.2022 6.325 309 6.634
Ending balance 31.12.2022 3.013 21 3.034
216
SPACE HELLAS S.A.
Annual Financial Report 2022
4.6.9 RIGHTS OF USE
Group
Transportation
Amounts in € thousand
Buldings
Total rights of use
vehicles
Opening Balance 01.01.2021 346 1.780 2.126
Plus: Additions/transfers 1.130 633 1.763
Additions from business combinatios 1.330 520 1.850
Minus: Disposals
351 382
733
Ending balance 31.12.2021 2.455 2.551 5.006
Depreciation at 01.01.2021 153 756 909
Plus: Depreciation expense 404 459 863
Additions from business combinatios 1.043 461 1.504
Minus: Depreciation of disposed elements 139 322 461
Depreciation at 31.12.2021 1.461 1.354 2.815
Ending balance 31.12.2021 994 1.197 2.191
Opening Balance 01.01.2022 2.455 2.551 5.006
Plus: Additions/transfers 421 1.354 1.775
Minus: Disposals 1 576 577
Ending balance 31.12.2022 2.875 3.329 6.204
Depreciation at 01.01.2022 1.461 1.354 2.815
Plus: Depreciation expense 485 670 1.155
Minus: Depreciation of disposed elements 0 532 532
Depreciation at 31.12.2022 1.946 1.492 3.438
Ending balance 31.12.2022 929 1.837 2.766
Company
Amounts in € thousand
Buldings Transportation vehicles Total rights of use
Opening Balance 01.01.2021 320 1.780 2.100
Plus: Additions/transfers 44 595 639
Minus: Disposals 0 363 363
Ending balance 31.12.2021 364 2.012 2.376
Depreciation at 01.01.2021 129 756 885
Plus: Depreciation expense 85 442 527
Minus: Depreciation of disposed elements
0 321
321
Depreciation at 31.12.2021 214 877 1.091
Ending balance 31.12.2021 150 1.135 1.285
Opening Balance 01.01.2022 364 2.012 2.376
Plus: Additions/transfers 408 773 1.181
Minus: Disposals 0 532 532
Ending balance 31.12.2022 772 2.253 3.025
Depreciation at 01.01.2022 214 877 1.091
Plus: Depreciation expense
85 567
652
Minus: Depreciation of disposed elements
0 532
532
Depreciation at 31.12.2022 299 912 1.211
Ending balance 31.12.2022 473 1.341 1.814
217
SPACE HELLAS S.A.
Annual Financial Report 2022
218
4.6.10 INVESTMENT PROPERTIES
During the current period, there were no assets that should be classified as investment property.
4.6.11 GOODWILL
The Goodwill, amounting to € 2.621 thousand, included in the non-current assets, resulted from
the following operations.
Amounts in € thousand
SPACEPHONE S.A.
SPACE TECHNICAL
CONSTRUCTION
BUILDING SA
Total
Company
Goodwill
SingularLogic SA
SENSE ONE Single
Member S.A.
Total Group
Goodwill
Opening Balance 01.01.2021
428 169 597 0 0 597
Additions
0 0 0 1.494 699 2.193
Imapairments
0 0 0 0 0 0
Ending balance 31.12.2021
428 169 597 1.494 699 2.790
Opening Balance 01.01.2022
428 169 597 1.494 699 2.790
Additions
0 0 0 0 0 0
Imapairments
0 169 169 0 0 169
Ending balance 31.12.2022
428 0 428 1.494 699 2.621
Copmany- Group
Goodwill is subject to impairment testing when there is evidence of impairment and is measured
at cost less any accumulated impairment losses. At each balance sheet date, the Group
conducts an analysis to assess whether the carrying amount of goodwill is recoverable.
❑ the amount of € 428 thousand comes from the acquisition of the remaining 50% of the
29/6/2007 after the absorption of the subsidiary "SPACEPHONE SA".
❑ The company formed provision for impairment for the 100% of the amount of € 169
thousand derived from the acquisition of 100% of our 15/10/2012 subsidiary "SPACE
TECHNICAL CONSTRUCTION BUILDING SA"
❑ The amount of € 1,494 thousand comes from, the acquisition of the remaining 10.03% of
"SINGULARLOGIC A.E." that took effect from 15/7/2021. By this purchase the percentage
of participation of SPACE HELLAS in SINGULARLOGIC S.A amounted at 60%., and
obtaining the control of this company
❑ The amount of € 699 thousand comes from the acquisition of 100% of the share capital
of the company SENSE Single Member S.A.
Goodwill is allocated to cash-generating units for impairment testing purposes. Allocation is
made to cash-generating units that are expected to benefit from the acquisition from which
goodwill originated. The recoverable value of a cash-generating unit is determined using its
value in use calculation. This calculation uses cash flow forecasts derived from budgets that
have been approved by the management.
SPACE HELLAS S.A.
Annual Financial Report 2022
219
Below are the main assumptions adopted by Management in cases where there was a need
for impairment, taking into account the specific characteristics:
Market Risk Premium: 8,6%, Risk Free Rate : 4,6% ,Growth rate in perpetuity: 2%.
At each balance sheet date where the Group assesses whether there are signs of impairment,
the decision to carry out an impairment is made after examining the change in key factors and
if this is deemed to be materially significant.
External factors :
❑ Falling Values
❑ Legal economic and technological developments
❑ Interest rates
❑ Political instability and crises
Internal Information and Other Indications:
❑ Obsolescence – Natural Wear and tear
❑ Change in use / Change in useful life
❑ Stop active market
In the previous year, the resulting goodwill of the above acquisitions was determined based on
the fair value of the acquired companies, in accordance with IFRS 3 – Business Combinations
and has become final. Below is the calculation of the final goodwill of the acquisition of the
above subsidiaries:
SPACE HELLAS S.A.
Annual Financial Report 2022
220
SINGULAR LOGIC S.A.
Amount s in € t hous and
Assets
Intangibles IFRS 3 13.515
Total fixed assets 2.330
Inventory 436
Trade and other receiv ables 9.285
Cash and Cash equivalents 2.402
Total asstets
27.968
Liabilies
Deffered tax on intangible and fixed assets 1.958
Long term liabilites 5.212
Short term liabilities 14.524
Total Liabilities
21.694
Fairy value of purchased equity 6.607
Consideration 5.458
Minority interests 2.643
Goodwill
1.494
Purchase Cash flow
Consideration 5.458
Cash and Cash equv alents acquired -2.402
Net outflow
3.056
The distribution of the purchase price was carried out by an independent appraiser of repute.
Based on the distribution of the purchase price of the above subsidiary, intangible assets related
to software programs were recognized.
SPACE HELLAS S.A.
Annual Financial Report 2022
221
SENSE ONE Single S.A.
Amount s in € t housand
Assets
Intangibles 647
Total fixed assets 68
Inventory 13
Trade and other receiv ables 40
Cash and Cash equivalents 56
Total assets
824
Liabilities
Long term liabilities 22
Short term liabilities 546
Total Liabilities
568
Fairy value of purchased equity 256
Consideration 955
Goodwill
699
Purchase Cash flow
Consideration 955
Cash and Cash equv alents acquired -56
Net outflow
899
The acquisition goodwill of the above two companies was calculated based on the fair value
of the net assets of the acquired companies on the date of their acquisition. For the acquisitions
after carrying out the impairment test, it was found that there are no negative indications of the
resulting goodwill at the reporting date.
4.6.12 LIENS AND PLEDGES
There are no other real liens on non-current assets or property, except, at the Company level,
the underwriting, amounting to € 1.200 thousand, on the property situated at 6 Loch. Dedousi
St., Cholargos, Athens, and the underwriting amounting to € 4.335 thousand, on the property
situated at 302 Ave. Mesogeion, Cholargos, Athens and, at the Group level, the underwriting,
amounting to € 7.200 thousand, on the property situated at 312 Ave. Mesogeion, Cholargos,
Athens, the underwriting, amounting to € 1.200 thousand, on the property situated at St.
Gianniton-I.Kariofylli & Patr. Kyrrilou, Thessaloniki.
4.6.13 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The company’s shareholding in subsidiaries, associates and investments as at 31.12.2022, is
disclosed at their acquisition cost less provisions for impairment.
SPACE HELLAS S.A.
Annual Financial Report 2022
Ownership
Consolidation
Corporate name
Country
Sector
Direct Indirect
method
Subsidiaries
Full
SPACE HELLAS (CYPRUS) LTD Cyprus ICT
100% -
Consolidation
Full
SPACE HELLAS SYSTEM INTEGRATOR S.R.L.
Romania ICT- Investment Properties
- 100,00%
Consolidation
Full
SPACE HELLAS Doo Beograd-Stari Grad
Serbia ICT
- 100%
Consolidation
Full
SPACE HELLAS (MALTA) LTD
Malta ICT
- 100%
Consolidation
Full
SPACE ARAB LEVANT TECHOLOGIES COMPANY
Jordan ICT
- 100%
Consolidation
Full
SINGULARLOGIC S.A.
Greece IT and Information Systems 60%
-
Consolidation
Full
G.I.T. HOLDINGS S.A. Greece Holding company - 100%
Consolidation
Full
G.I.T. CYPRUS LIMITED.
Cyprus
Holding company - 100%
Consolidation
SINGULARLOGIC ROMANIA COMPUTER
Romania
IT and Information Systems 40%
Equity methid
APPLICATION S.R.L.
Full
SINGULARLOGIC CYPRUS LIMITED
Cyprus
IT and Information Systems - 98,80%
Consolidation
SENSE ONE TECHNOLOGIES Single Member
Full
Greece IT and Information Systems 100%
S.A.
Consolidation
Associates
Web-IQ B.V.
Netherlands Specialiased applications 32,28% -
Equity methid
Specialiased applications in the
AgroApps Private Company
Greece
35% -
Equity methid
agricultural sector
EPSILON SINGULARLOGIC S.A.
Greece Software Development 39,973%
Equity methid
Other investments
MOBICS S.A.
Greece Software Development 18,10% - -
P-ΝΕΤ Emerging New Generation Networks
IT and Information Systems -
Greece
2,27% - -
and Applications P.C.
Wireless technologies
14ByDesign
Greece Spin off 2,00% - -
On 22/12/2022, 60% of the share capital of "Singular Logic Romania Computer Application SRL"
was transferred, which, from a wholly owned subsidiary, became anassociate, with a
remaining percentage of 40%. Until the transfer date, the above company is included using
the full consolidation method.
On November 18, 2022, it was decided to dissolve and liquidate the subsidiary company
SPACE HELLAS SYSTEM INTEGRATOR SLR.
Subsidiaries’ activities
➢ Space Hellas (Cyprus) Limited was incorporated in Cyprus on September 8, 2005 as a
private limited company in accordance with the provisions of the Cyprus Companies Law,
Cap. 113. The main activities of the company is the provision of telecommunications
services and investments property. The share capital of the company consists of 20
thousand shares with a nominal value of 1.71 each. Space Hellas participates with 100%
222
SPACE HELLAS S.A.
Annual Financial Report 2022
223
➢ SPACE HELLAS SYSTEM INTEGRATOR S.R.L. was founded in 2010 and owned by the
subsidiary SPACE HELLAS CYPRUS Ltd. The company was established to serve the group's
strategy for penetrating new markets. The main activities of the company is the provision
of telecommunications services, security systems, information technology, trade and
investment property. Its share capital consists of 418.3 thousand shares worth € 2,247 each.
Space Hellas (Cyprus) Limited participates with a percentage of 99.45%
➢ SPACE HELLAS (MALTA) LTD was founded at the end of 2012 and owned by the subsidiary
SPACE HELLAS CYPRUS Ltd. The company was established to serve the group's strategy for
penetrating new markets. Because of the conditions and commercial practices prevailing
in the telecommunications sector in Malta, it was decided to operate through a
subsidiary. This new company has installed telecommunications hub and node services
offered in the local market. Its share capital consists of 5 thousand shares worth € 1 each.
Space Hellas (Cyprus) Limited participates with a percentage of 100%
➢ SPACE HELLAS Doo Beograd-Stari Grad was founded at the end of 2012 and owned by
the subsidiary SPACE HELLAS CYPRUS Ltd. The company was established to serve the
group's strategy for penetrating new markets. Because of the conditions and commercial
practices prevailing in the telecommunications sector in Serbia, it was decided to operate
through a subsidiary. This new company has installed telecommunications hub and node
services offered in the local market. Its share capital amounts to Rs 1,172 thousand. Space
Hellas (Cyprus) Limited participates in the capital with 100%.
➢ SPACE ARAB LEVANT TECHNOLOGIES COMPANY was founded at the end of 2017 and
owned by the subsidiary SPACE HELLAS CYPRUS Ltd. The share capital consist in 50
thousand shares of 1JD each. The company was established to serve the group's strategy
for penetrating new markets. Because of the conditions and commercial practices
prevailing in the telecommunications sector in Jordan, it was decided to operate through
a subsidiary. This new company has installed telecommunications hub and node services
offered in the local market
➢ Web-IQ B.V. is a Dutch technology company active in the international Web-Intelligence
specialized applications market and Big Data analytics for businesses and organizations.
Web-IQ is actively working with many security authorities around the world to combat
online child abuse. The total share capital of Web-IQ B.V after the share capital increase
that took place on 13.6.2019, consists of 284.137 shares. Space Hellas participates with a
percentage of 32.28%.
SPACE HELLAS S.A.
Annual Financial Report 2022
224
➢ Founded in 2015, AgroApps specializes in the development of digital solutions for the
agricultural sector, which include farming monitoring and management systems, high-
resolution weather forecasting, water resources monitoring and control services,
agricultural insurance services, as well as personalized solutions for companies and public
bodies. The company is based in Thessaloniki. The total company shares of the company
amount to 10,000 with a nominal value of € 1 per company share. Space Hellas
participates with a percentage of 35%.
➢ Mobics Telecommunication and Consulting Services AE was founded in 2006 as a spin-off
of the National University of Athens (Department of Informatics and Telecommunications),
based in Athens. The Mobics specializes in the design, development and provision of value
added services for mobile and pervasive computing environments and the Internet,
focusing on geographical and information and generally aware framework (context-
aware services).The company is based in the region of the municipality of Athens. The
total share capital of the company amounts to 120,000 with a nominal value of € 3 per
share. Space Hellas participates with a percentage of 18.10%.
➢ SINGULARLOGIC SA was founded in 2009, specializes in the development and distribution
of innovative business software products, the study, design and implementation of
integrated IT projects for the Private and Public sector, as well as the distribution and
support of products of renowned international IT companies. The company is based in
Kifissia. The total share capital of the company amounts to 9,000,000 with a nominal value
of € 1 per share. Space Hellas participates with a percentage of 60 %.
➢ EPSILON SINGULARLOGIC SA was founded in 2021, specializing in the field of self-produced
software of commercial applications for companies and ERP systems. The company is
based in Thessaloniki. The total share capital of the company amounts to 19,595,000 with
a nominal value of € 1 per share. Space Hellas participates with a percentage of 39,973%.
➢ SENSE ONE TECHNOLOGIES Sole Member S.A.. was founded in 2007, specializing in the
provision of integrated Internet of Things (IoT) solutions. The company is based in Kifissia.
The total share capital of the company amounts to 1,260,000 with a nominal value of € 15
per share. Space Hellas participates with 100%.
SPACE HELLAS S.A.
Annual Financial Report 2022
225
4.6.14 OTHER LONG-TERM RECEIVABLES
Amounts in € thousand
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Rental guarantees 158 178 45 31
Long term receivables from related paties 0 0 2.500 1.000
Total Other Long term receivables 158 178 2.545 1.031
Group
Company
On July 1, 2021, the contract was signed between SPACE HELLAS and SINGULARLOGIC S.A., as
announced to the public by the decision of its Board of Directors dated 13-04-2021 for the
provision of a special license, in accordance with articles 99 et seq. 4548/2018, for the granting
of an interest-bearing loan to SINGULARLOGIC S.A in the form of a precautionary financing line
for an amount of capital up to € 1,000,000.00
On December 14, 2022, the contract between SPACE HELLAS and SINGULARLOGIC A.E. was
signed, as announced to the investing public by the decision of its Board of Directors dated 14-
12-2022 for the provision of a special license, in accordance with articles 99 et seq. of the
4548/2018, for the granting of an interest-bearing loan to SINGULARLOGIC A.E. in the form of a
preventive financing line for a capital amount of up to €1,500,000.00 with repayment of the
entire amount at maturity.
4.6.15 INVENTORIES
The Group takes all necessary measures (insurance, safekeeping) to minimize the risk and
possible losses due to loss of inventories from natural disaster theft, etc. Management also
continuously reviews the net realizable value of inventories and makes appropriate provisions
for impairment of obsolete and slow moving stocks.
For the current year, the value of obsolete and slow moving stocks amounts to € 59 thousand,
charged in the results of the Group and the Company. The amount of inventory reflects the
company's strategy to achieve the goal of proper warehouse management without degrading
the customer's trustworthy service.
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Goods 12.508 7.498 12.074 7.169
Materials 3.599 1.595 3.599 1.595
Consumables 1.274 1.006 1.147 906
Total inventories 17.381 10.099 16.820 9.670
Group
Company
SPACE HELLAS S.A.
Annual Financial Report 2022
226
4.6.16 TRADE RECEIVABLES
Trade receivables are recognized at their acquisition cost (invoice value) less provision for
impairment. A provision for impairment of trade receivables is established when there is
objective evidence that the Group will not be able to collect all of the amounts due according
to the original terms of receivables. The provisions formed are then used for the cancellation of
the receivables of doubtful liquidation.
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Trade receivables
57.973 61.342 26.366 28.219
Less: Provisions for doubtful liquidation
32.453 34.073 4.750 5.471
Less: cummulative effect IFRS 9
203 214 74 84
Trade receivables
25.317 27.055 21.542 22.664
Plus: Contract receivables
30.049 21.127 30.049 21.127
Total trade receivables
55.366 48.182 51.591 43.791
Group
Company
The provision for doubtful liquidation has been formed taking into account the maturity of the
receivables in line with the credit policy, as well as historical data and information on clients’
solvency.
The above table contains the item "Contract Receivables" of € 30.049 thousand and refers to
non-invoiced project receivables which are expected to be invoiced in 2023.
The company during the year started the execution of projects totaling 84.575 thousand €. At
the end of the current year the company had completed some of these projects. The executed
part is monitored based on the periodic certifications that follow the execution of the project.
At the end of the year, the executed part and the corresponding income appear as follows:
Group-Company
Amounts in Euro thousands
31.12.2022 31.12.2021
Contract Receiv ables
41.869 21.127
Contractual Cost occured 51.239 21.503
Plus profit recognised (cummulative) 10.464 3.242
Minus Loss recognised (cummulative) 0 0
Minus Invoices (cummulative) -19.834 -3.618
Minus adv ances -11.820 0
Contract Receiv ables 30.049 21.127
SPACE HELLAS S.A.
Annual Financial Report 2022
For the calculation of costs incurred until the end of the year, any costs related to future work
related to the contract are excluded and appear as an ongoing project. The total cost incurred
and the profit / loss recognized for each contract are compared with progressive invoicing until
the end of the year. Where the costs incurred in addition to the recognized net profit (less losses)
outweigh the progressive pricing, the difference is recognized as a receivable from 'Contract
Receivables' in the 'Trade receivables' item in Current Assets. When progressive invoicing
exceeds the costs incurred in addition to the net profit (less losses) recognized, the balance is
presented as a "Contractual Liabilities" liability in the "Suppliers and Other liabilities" item.
The fair value of customer receivables approximates the book value. Receivables from
customers of both the company and the Group, except for those for which a provision has
been made, are all considered receivable.
Group
Company
Amounts in Euro thousands
2022 2021 2022 2021
Opening balance
34.073 5.408 5.471 5.408
Adittions from business ombinatios
0 28.188 0 0
Additions
0 653 0 63
Write offs
-1.620 -176 -721 0
Total charge
-1.620 477 -721 63
Closing balance 32.453 34.073 4.750 5.471
Cumulative effect of IFRS 9:
Group
Company
Amounts in Euro thousands
2022 2021 2022 2021
Opening balance 214 88 84 88
Adittions from business ombinatios 0 58 0 0
Additions 0 72 0 0
Write offs -10 -4 -10 -4
Total charge -10 68 -10 -4
Closing balance 204 214 74 84
In the context of working capital management, the Group uses factoring services for the earliest
collection of receivables from its customers in Greece.
The trade receivables accounts are not bearing any interest. And are usually arranged as
following: Group 1 - 180 Days, Company 1 - 180 days. The collection of receivables related to
projects depends on the completion stage.
227
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228
Ageing for receivables:
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
1 - 90 days 19.556 20.977 17.204 18.264
91 - 180 days 2.555 3.240 1.320 1.650
181 - 360 days 1.196 1.220 1.048 1.070
> 360 days 2.010 1.618 1.970 1.680
Total trade receivables 25.317 27.055 21.542 22.664
Group
Company
Ageing for receivables from related parties:
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
1 - 90 days 6 9 636 790
91 - 180 days 0 0 0 0
181 - 360 days 0 0 0 0
> 360 days 0 0 189 0
Total trade receivables 6 9 825 790
Group
Company
The specific conditions we are experiencing clearly affect, at least in the short term, the
economic environment and lead us to assess whether we have a significant increase in credit
risk (SICR). The nature of the effects of the economic shock is considered temporary and,
combined with the impact of government support and relief measures, lead us to conclude
that these counterbalanced forces are offset.
Using past information and more specifically the crisis of 2015 in our country we can say that the
increase in credit risk did not significantly affect our company as credit risk management
policies worked satisfactorily.
The management estimates that at this time, there is no need to change the data affecting
IFRS 9 and consequently the increase in credit risk.
SPACE HELLAS S.A.
Annual Financial Report 2022
229
4.6.17 OTHER RECEIVABLES
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Cheques receivable 339 873 132 29
Cheques overdue* 7.685 7.687 1.709 1.709
Deducted Taxes & other receivables 1.614 1.894 888 833
Salary prepayments 19 29 9 15
Advances to account for 10 60 10 60
Amounts owed by affiliated undertakings 126 0 0 863
Deferred charges 3.459 4.161 2.867 3.162
Income earned 2.485 1.028 786 823
Other receivables** 1.565 2.042 123 58
Total other receivables 17.302 17.774 6.524 7.552
Less: provisions for doubtful liquidation 8.084 8.207 1.738 1.738
Total other receivables 9.218 9.567 4.786 5.814
* For the account in the "Checks overdue" a provision of equal amount has been made.
**For the amount appearing in the Group's Other Receivables, "Other Debtors" amounting to € 1.565 thousand, mainly concerns Other
receivables, a provision of € 399 thousand has been made.
"Deferred charges " comprise the following:
Approximately 86% of the costs are related to foreign firm contractual obligation to cover
maintenance contracts of our customers, where such obligations are not in line with the
customers’ demands having different maturation beyond the year and
❑ Approximately 14% of the costs are operating costs (rent, insurance, etc.).
Expenses are recognized on an accrual basis.
The trade receivables’ fair value is approximately equal to the book value. The trade
receivables after impairment, for both the Group and the company, are fully collectable.
4.6.18 PREPAYMENTS
Group
Company
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Orders placed abroad 5.084 832 5.084 832
Prepayments to other creditors 848 1.638 832 1.467
Total prepayments 5.932 2.470 5.916 2.299
4.6.19 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-
term highly liquid investments with original maturities of three months or less:
Group
Company
SPACE HELLAS S.A.
Annual Financial Report 2022
Group
Company
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Cash on hand 67 85 65 83
Short term Bank deposits 29.118 23.180 27.264 19.330
Total Cash and Cash equivalents 29.185 23.265 27.329 19.413
4.6.20 SHARE CAPITAL
The company’s shares are ordinary registerd shares and have been listed in ASE since
29.09.2000. No changes have occurred during the current period.
Number of shares and nominal value 31.12.2022 31.12.2021
Paid up capital 6.973.052,40 6.973.052,40
Number of ordinary shares 6.456.530 6.456.530
Nominal value each share 1,08 € 1,08 €
The earnings per share have been calculated taking into account the weighted average
number of ordinary shares in issue which, for the period was 6.456.530.
The earnings per share for the previews period have been calculated taking into account the
weighted average number of ordinary shares in issue which, was 6.408.587.
230
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Annual Financial Report 2022
231
4.6.21 RESERVES
Group
Amounts in € thousand
Share premium Fair value reserves Legal Reserve Special reserce
Currency
exchange
Total
Balance at 1 January 2021 53 2.688 636 492 -61 3.808
Legal reseve formation 0 0 116 0 0 116
Currency exchange 0 0 0 0 -3
-3
Tax rate change effect on the deffered tax of the
property revaluation reserve
0 70 0 0 0 70
Balance at 31 December 2021 53 2.758 752 492 -64 3.991
Balance at 1 January 2022 53 2.758 752 492 -64 3.991
Legal reseve formation 0 0 168 0 0 168
Properrty revaluation 0 1.944 0 0 0
1.944
Deffered tax of property revaluation 0 -427 0 0 0 -427
Currency exchange 0 0 0 0 3
3
Balance at 31 December 2022 53 4.275 920 492 -61 5.679
Group
Amounts in € thousand
Share premium Fair value reserves Legal Reserve Special reserce Total
Balance at 1 January 2021 53 2.688 633 492 3.866
Legal reseve formation 0 0 116 0 116
Tax rate change effect on the deffered tax of the
property revaluation reserve
0 70 0 0 70
Balance at 31 December 2021 53 2.758 749 492 4.052
Balance at 1 January 2022 53 2.758 749 492 4.052
Legal reseve formation 0 0 167 0 167
Properrty revaluation 0 1.944 0 0
1.944
Deffered tax of property revaluation 0 -427 0 0 -427
Balance at 31 December 2022 53 4.275 916 492 5.736
4.6.22 LONG-TERM LOANS
The Group’s long-term loans amount to € 47.919 thousand compared to € 39.501 thousand
compared to year 2021. The loans comprise:
❑ The mortgage loan ending at 2024, of initial amount € 6.200 thousand, and after interest
and principal payments amounting to € 1.860 thousand.
❑ The mortgage loan ending at 2024, of initial amount € 2.700 thousand, and after interest
and principal payments amounting to € 385 thousand.
❑ The mortgage loan ending at 2024, of initial amount € 5.000 thousand, and after interest
and principal payments amounting to € 5.000 thousand.
SPACE HELLAS S.A.
Annual Financial Report 2022
232
❑ The mortgage loan ending at 2024, of initial amount € 8.000 thousand, and after interest
and principal payments amounting to € 7.784 thousand.
❑ The mortgage loan ending at 2025, of initial amount € 6.500 thousand, and after interest
and principal payments amounting to € 1.500 thousand.
❑ The mortgage loan ending at 2025, of initial amount € 2.000 thousand, and after interest
and principal payments amounting to € 1.000 thousand.
❑ The mortgage loan ending at 2025, of initial amount € 400 thousand, and after interest and
principal payments amounting to € 190 thousand.
❑ The mortgage loan ending at 2025, of initial amount € 800 thousand, and after interest and
principal payments amounting to € 419 thousand.
❑ The mortgage loan ending at 2025, of initial amount € 2.000 thousand, and after interest
and principal payments amounting to € 1.000 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 500 thousand, and after interest and
principal payments amounting to € 345 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 500 thousand, and after interest and
principal payments amounting to € 333 thousand.
❑ The mortgage loan ending at 2027, of initial amount € 4.000 thousand, and after interest
and principal payments amounting to € 3.000 thousand.
❑ The mortgage loan ending at 2027, of initial amount € 7.000 thousand, and after interest
and principal payments amounting to € 7.000 thousand.
❑ The mortgage loan ending at 2027, of initial amount € 6.000 thousand, and after interest
and principal payments amounting to € 5.500 thousand.
❑ The mortgage loan ending at 2027, of initial amount € 5.000 thousand, and after interest
and principal payments amounting to € 4.444 thousand.
❑ The mortgage loan ending at 2028, of initial amount € 7.000 thousand, and after interest
and principal payments amounting to € 5.000 thousand.
❑ The mortgage loan ending at 2028, of initial amount € 2.000 thousand, and after interest
and principal payments amounting to € 1.500 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 700 thousand, in favor of SingularLogic
and after interest and principal payments amounting to € 438 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 800 thousand, in favor of SingularLogic
and after interest and principal payments amounting to € 533 thousand.
❑ The mortgage loan ending at 2026, of initial amount € 1.000 thousand, and after interest
and principal payments amounting to € 688 thousand.
The fair value of the short and long-term borrowings approximates the book value. The rate
used in the company’s and the Group’s borrowings is floating and renegotiable within a six-
month period. The average interest rate applied is 5,17 %.
SPACE HELLAS S.A.
Annual Financial Report 2022
233
4.6.23 OTHER LONG-TERM LIABILITIES
Liabilities are characterized as long-term when they due over 12 months otherwise there are
consider as short term liabilities.
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Guarantees received 0 6 0 6
Total Other long term liabilities 0 6 0 6
Group
Company
4.6.24 FAIR VALUE MEASUREMENT
The financial assets measured by the Group and the Company, at the fair value as of the
balance sheet date are classified under the following levels, in accordance with the method
used for determining their fair value:
Level 1: for assets traded in an active market and whose fair value is determined by the market
prices (unadjusted) of similar assets.
Level 2: for assets whose fair value is determined by factors related to market data, either
directly (prices) or indirectly (prices derivatives).
Level 3: for assets whose fair value is not determined by observations from the market, but is
mainly based on internal estimates.
During the period, there were no transfers between Levels 1 and 2, nor transfers within and
outside Level 3 for the measurement of fair value. The amounts presented in the Financial
Statements for cash, trade and other receivables, trade and other short-term liabilities and Bank
short-term liabilities approximate their respective fair values due to their short-term maturity.
The method used for the fair value measurement considers all possible parameters in order to
approximate the fair value and the financial assets are classified at level 3 except for banking
loans classified a level 2.
4.6.25 PERSONELL EMPLOYEED - EMPLOYEE BENEFITS
The personnel employed at 31.12.2022 for the Group have reached 844 persons and for the
company has reached 582 persons while as at 31.12.2021 amounted to 719 and 479
respectively.
4.6.25.1 Provisions for employees benefits
The management of the Group assigned to an independent actuary the preparation of a study
concerning the calculation of the obligations of the Group to its staff, according to what is
provided by Law 2112/20 with the amendments of Law 4093/2012. The study is done according
SPACE HELLAS S.A.
Annual Financial Report 2022
to the projected credit unit and the accounting presentation of the results of the study is done
in accordance with the specifications set by the International Accounting Standards (IAS 19).
The results of the study are obligatorily recorded in the Statement of Financial Position and the
Statement of Comprehensive Income of the Group.
Group
Company
Amounts in Euro thousands
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Present value of unfunded obligations 866 805 360 328
Not recognized actuarial gains\ losses 0 0 0 0
Reserves to be formed 866 805 360 328
Provisions for employers benefits recognized in the income
statement
Current service cost 105 123 41 34
Cost of interest 19 7 7 4
Actuarial loss / (gain) 0 0 0 0
Past service cost 94 -88 67 69
Net periodic cost 218 42 115 107
Liability recognized in the Statement of financial position
Net liability – opening balance as at 01.01 805 1.106 328 273
Benefits paid -167 -480 -127 -225
Cost recognized in the income statement 218 42 115 107
Gains/Losses recognized in Equity 10 137 44 173
Net liability 866 805 360 328
Present value of the liability
Net liability – opening balance as at 01.01 805 1.106 328 273
Current service cost 105 123 41 34
Cost of interest 19 7 7 4
Past service cost 94 -88 67 69
Benefits paid -167 -480 -127 -225
Actuarial loss / (gain) 0 0 0 0
Gains/Losses recognized in Equity 10 137 44 173
Present value of the liability 866 805 360 328
The assumptions used are the following:
❑ Mortality Scoreboard: Swiss EVK 2000 Mortality Scoreboard.
❑ Age of Normal Retirement: According to the statutory provisions of the main insurance
Fund of each employee.
❑ Inflation:4,8% for year 2023/2,4% for year 2024/ 2,2% for year 2025 (according to
European Central Bank data).
❑ Annual Salary Increase: 1,5%.
❑ Discount Rate : 3.95% (the discount rate chosen follows the trend of the European bond
index iBoxx € Financials AA 10+ as produced by the International Index Company).
❑ Valuation Date: 31/12/2022.
❑ Population Data: The data of the Group's employees on 31/12/2022.
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Annual Financial Report 2022
❑ Valuation Method: Projected Unit Credit. According to this method, the present value
of the part of the benefit due to the previous service of the active insured (PVB) is
estimated. The cost of the current service for next year should be able and necessary to
cover the "jump" that the new PVB will make due to another year of service in the
calculation of the supply, i.e. the addition of another accrual, to the supply we had at
the end of the previous year.
4.6.26 DEFERRED INCOME TAX
Taxes are calculated on temporary differences, according to the liability method, using the tax
rates applicable in the countries in which the Group companies operate. The calculation of the
deferred taxes of the Group and the Company is re-examined in each fiscal year, in order for
the balance that appears in the financial statements to be in accordance with the applicable
tax rates. The movement of deferred taxes after set-off is as follows:
Group
Amounts
Amounts
recognised
Amounts in € thousand 31.12.2021
recognised
31.12.2022
through income
through equity
statement
Deferred tax liabilities
Depreciation rate difference effect -1.013 -211 -1.224
Fair value adjustments Property, plant and equipment -779 -427 -1.206
Other current receivables -187 -15 -202
Libilities related to construction contracts -650 -694 -1.344
Intangibles and fixed assets through IFRS 3 -1.583 45 29 -1.509
Other payables -67 81 14
Total Deferred tax liabilities -4.279 -794 -398 -5.471
Deferred tax assets
Provisions for Trade and other receivables 444 -223 221
Post-employment and termination benefits 148 42 2 192
Impairment of long term Receivables 33 2 35
Rights of Use 52 -5 47
Inventory impairments 86 -86 0
Tax deductible losses 659 678 1.337
Total Deferred tax assets 1.422 408 2 1.832
Total Deferred tax -2.857 -386 -396 -3.639
235
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Annual Financial Report 2022
Company
A mounts
A mounts
recognised
A mounts in € thousand 3 1 .1 2.2 0 2 1
recognised
3 1 .1 2 .2 0 2 2
through income
through equity
statement
Deferred tax liabilities
Depreciation rate difference effect
-684 -5 -689
Fair value adjustments Property, plant and equipment
-779 -427 -1.206
Libilities related to construction contracts -650 -694 -1.344
Total Deferred tax liabilities
-2.113 -699 -427 -3.239
Deferred tax assets
Provisions for Trade and other receivables
438 -224 214
Post-employment and termination benefits
73 -2 9 80
Impairment of long term Receivables
33 2 35
Rights of Use 9 -4 5
Inv entory impairments 86 -86 0
Tax deductible losses 65 126 191
Total Deferred tax assets 704 -188 9 525
Total Deferred tax
-1.407 -887 -418 -2.714
Deferred tax assets are offset against deferred tax liabilities when there is a legal right to set off
and both are subject to the same tax authority.
4.6.27 TRADE AND OTHER PAYABLES
Liabilities are characterized as long-term when their due is less than 12 months otherwise
considered as long-term liabilities.
Group
Company
Amounts in € thousand
31.12.2022 31.12.2021 31.12.2022 31.12.2021
Trade payables 36.547 40.080 31.258 32.957
Checks payables 4.798 3.246 4.022 2.273
Customer down payments/advances 11.756 3.793 11.736 3.782
Social security 1.219 1.058 806 675
Wages and salaries payable 12 92 0 74
Short term liabilities to factors 502 1.874 490 1.874
Other payables 1.332 901 477 13
Amounts due to related parties 0 0 0 0
Next year’s Income 140 434 8 7
Accrued expenses 515 1106 312 696
Purchases under arraignment 4.242 1.899 4.242 1.899
Total Trade and other payables 61.063 54.483 53.351 44.250
236
SPACE HELLAS S.A.
Annual Financial Report 2022
237
4.6.28 PROVISIONS
It is noted that the Group has formed provisions for doubtful customers amounting to €32,453
thousand and Doubtful Debtors amounting to €8,084 thousand, which are included as offsets in
trade, in other receivables respectively.
Amounts in € thousand
31.12.2021
New
Provisions
Used Provisions Decreases 31.12.2022
Provisions for tax unaudited years 61 61 61 61
Provisions for employers benefits 805 228 167 866
Other provisions 0 0
Total 866 289 228 0 927
Group
Amounts in € thousand
31.12.2021
New
Provisions
Used Provisions Decreases 31.12.2022
Provisions for tax unaudited years 61 61 61 61
Provisions for employers benefits 328 159 127 360
Other provisions 0 0
Total 389 220 188 0 421
Company
The Company, using tax audit data from past tax audited fiscal years, reserves an amount of €
61 thousand to cover the possibility of additional taxes being imposed in the event of an audit
by the tax authorities.
4.6.29 DISPUTED CLAIMS
There are no disputed claims that might have significant impact on the financial position both
of the Group and the Company.
4.6.30 UNDAUDITED FISCAL YEARS BY THE TAX AUTHORITIES
Company
Tax Unaudited Years
SPACE HELLAS (CYPRUS) LTD 2011 – 2022
SPACE HELLAS Doo Beograd-Stari Grad 2012 - 2022
SPACE HELLAS (MALTA) LTD 2012 - 2022
SPACE HELLAS INTEGRATOR SRL 2010 - 2022
SPACE ARAB LEVANT TECHNOLOGIES LLC 2017 - 2022
SINGULARLOGIC S.A.. 2017 - 2022
SENSE ONE Single Member S.A. 2017 - 2022
GIT HOLDINGS S.A. 2017 - 2022
For the unaudited tax years of the Group companies, there is the possibility of imposing
additional taxes and surcharges at the time of their examination and finalization by the
competent tax authorities. The company has formed a cumulative provision of € 61 thousand
in order to cover the possibility of imposing additional taxes in the event of an audit by the tax
SPACE HELLAS S.A.
Annual Financial Report 2022
238
authorities. For the other Group companies, no provision has been made for unaudited tax
years as it is estimated that the charge for the imposition of additional taxes will be insignificant.
Greek tax law and related provisions are subject to interpretation by the tax authorities and the
administrative courts. Income tax returns are filed on an annual basis. Profits or losses declared
for tax purposes remain temporary until the tax authorities examine the taxpayer's tax returns
and books, at which time the relevant tax liabilities are settled. According to the current tax
legislation (article 36, law 4174/2013), the Greek tax authorities may impose additional taxes
and fines upon tax audits, within the prescribed limitation period which, in principle, is five years
from the end of the next year in which the deadline for submitting the income tax return expires.
Based on the above, in principle and based on the general rule, the years up to 2016 are
considered, finalized.
There is no statutory tax audit system for subsidiaries based abroad. 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 audit
of the tax authorities for a certain period of time, in accordance with the tax laws of each
country.
From the fiscal year 2011 to the fiscal year 2015, the Greek corporations and the Limited Liability
Companies, whose annual financial statements are compulsorily audited, were obliged to
receive the "Annual Certificate" provided for in §5 of article 82 of Law 2238 / 1994 and article
65A of Ν4174 / 2014, issued following a tax audit carried out by the statutory auditor or an audit
firm that audits the annual financial statements.
From the year 2016 onwards, the tax certificate is optional. Upon completion of the tax audit,
the Statutory Auditor or Audit Office issues to the company a "Tax Compliance Report" and the
Auditor or audit firm then submits it electronically to the Ministry of Finance, based on POL
1124/2015, as amended by the POL 1108/2017 by the tenth day of the tenth month following
the end of the fiscal year.
For the Company and its Greek subsidiaries, and for the years 2011 to 2021, this audit has been
completed with the issuance of the relevant Tax Compliance Reports without qualification.
There is ongoing tax audit of the company for the year 2022 by statutory auditors, from which
no significant additional charges are expected to arise other than those disclosed in the
financial statements.
SPACE HELLAS S.A.
Annual Financial Report 2022
239
For the year 2016, the Company on February 9, 2022, received a notification from the Greek
Tax Authorities for conducting a partial audit. Upon completion of the partial on-site tax audit,
the books kept by the company were deemed sufficient and accurate and no irregularities or
omissions affecting their validity were found. Also, the above audit did not result in a tax liability,
but at a reduction of the tax loss carried forward. The company carried out a correction of the
tax return for the tax loss carried forward in the following years, from the audited fiscal year of
2016, and additional income taxes plus surcharges arose, amounting to €220 thousand. This
amount, reduced by the formed provision of €61 thousand, and was included in the results of
the current year.
From 1 January 2014 onwards, dividends distributed within the same group by companies
within the EU are exempt from both income tax and withholding tax, provided, inter alia, that
the parent company participates in the company distributing the dividend at a minimum
shareholding of 10% for at least two consecutive years.
The Group forms a provision when necessary, by case and by company, against possible
additional taxes that may be imposed by the tax authorities.
4.6.31 CONTIGENT EVENTS
4.6.31.1 Commitments -Guarantees
The Group has contingent liabilities in respect of banks, other guarantees and other matters
arising in the ordinary course of business. No substantial charges are expected to arise from
contingent liabilities. No additional payments are expected after the date of preparation of
these financial statements.
The contingent liabilities for letters of guarantee for the Company and the Group in the ordinary
course of business are:
Amounts in € thousand 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Guarantee letters to secure good performance of
contract terms
11.997 11.162 11.121 10.098
Total Contingent Liabilities
11.997 11.162 11.121 10.098
Group
Company
➢ The company has guaranteed for the subsidiary of SPACE HELLAS (CYPRUS) LTD an amount
of a total amount of 13 thousand €, for the issuance of letters of guarantee, which, on
November 2022, was returned back.
SPACE HELLAS S.A.
Annual Financial Report 2022
240
➢ The company had guaranteed, for its subsidiary SINGULARLOGIC SA, for a total amount of
€19,155 thousand. Out of the approved guaranteed financing limits, the amount used
amounts to €5,528 thousand.
4.6.31.2 Excess clause provisions and Disputed claims
There are no cases (note. 4.6.29) that might have significant impact on the financial position
both of the Group and the Company.
4.6.31.3 Other contigent liabilities
The tax framework and tax practices in Greece, which determine the tax base for the
transactions of Group companies, may give rise to uncertainties inherent in their complexity
and the fact that they are subject to changes and alternative interpretations by the competent
authorities at different times. Therefore, there may be categories of costs or handling of various
issues for which a company may have evaluate on a different basis from that applied during
the preparation of the tax returns or the preparation of the financial statements. It is customary
for tax inspections to be carried out by Tax Authorities, on average 5-7 years after filing the tax
return. All of this leads to inherent difficulties in identifying and accounting for tax liabilities. As a
result, the management aims to define its policy based on the legislation available at the time
of accounting for a transaction, by obtaining specialized legal and tax advice.
For the unaudited tax years of the Group companies as mentioned in note 4.6.28, there is the
possibility of imposing additional taxes and surcharges at the time of their examination and
finalization by the competent tax authorities. The company has formed a cumulative provision
of € 61 thousand in order to cover the possibility of imposing additional taxes in the event of an
audit by the tax authorities. For the other Group companies, no provision has been made for
unaudited tax years as it is estimated that the charge for the imposition of additional taxes will
be insignificant.
4.6.31.4 Capital comittements
As at 31.12.2022 there were no capital commitments for the Group and the Company.
SPACE HELLAS S.A.
Annual Financial Report 2022
241
4.6.32 CASH FLOW
Amount ins € thousand
01.01-
31.12.2022
01.01-
31.12.2021
01.01-
31.12.2022
01.01-
31.12.2021
Total cash inflow/(outflow) from operating activities
678 -5.156 230 -6.660
Total cash inflow/(outflow) from investing activities
-7.396 -16.648 -3.030 -16.697
Total cash inflow/(outflow) from financing activities
12.638 11.563 10.716 12.319
Group
Company
Cash flow from operating activities is positive amounting to € 678 thousand, compared to the
negative cash flow of previews year.
Cash flow from investing activities is negative amounting to € -7.396 thousand attributable to
the execution of the investment plans of the Group.
The cash flow from financing activities is positive amounting to € 12.638 thousand. This result
provides a confirmation of the Group’s ease of access to financial institutions for the financing
both investments and working capital as well.
4.6.33 CONTINGENT EVENTS – TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES (IAS 24) FROM 01-
01-2022 TO 31-12-2022
Each affiliated company follows the rules regarding transparency, independent financial
management, accuracy and correctness of its transactions, as required by law. Transactions
between the Company and its affiliated companies are made at a price or exchange, which
is proportional to whether the transaction was made with any third party, natural or legal
person, under the conditions prevailing in the market at transaction time.
The transactions below relate to transactions with related parties as defined in IAS 24,
cumulatively from the beginning of the financial year to the end of the period, as well as the
balances of the receivables and liabilities of the company and the group at the end of the
current fiscal year, have arisen from the specific transactions of the related parties.
he sales to and purchases from related parties, during the period, are made at normal market
prices.
SPACE HELLAS S.A.
Annual Financial Report 2022
The Group and the Company do not participate in any transaction of unusual nature or
content that is essential to the Group, or the Companies and individuals closely associated
with, and does not intend to participate in such transactions in the future. None of the
transactions contain special terms and conditions.
The following tables present the main intercompany transactions between the Company, its
subsidiaries, associates and other companies and the members of the Management both
during the examined period and during the previous period as well.
Total income-
Revenue from
Income from
Total income-
Amounts in € thousand
Sales
Parent
dividends
interest
Group
company
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
SPACE HELLAS (CYPRUS) LTD 363 863 146 146 - -
509 1.009 - -
SPACE HELLAS (MALTA) LTD - - 2 2 - - 2 2 - -
SPACE HELLAS D.o.o. BEORGRAD - - 3 3 - -
3 3 - -
SPACE ARAB LEVANT TECHNOLOGIES LLC - - - - - -
0 0 - -
Sense One Single mebmer S.A. - - 40 - - -
40 0 - -
SingularLogic S.A. - - 1.367 430 57 27
1.424 457 - -
Total Subsidiaries
363 863 1.558 581 57 27 1.978 1.471 0 0
Web-IQ B.V. - - 63 69 - - 63 69 63 69
AgroApps P.C. - - - - - - 0 0 0 0
SingularLogic S.A. - - - - - - 0 0 - -
Epsilon Singularlogic - - 3 3 - - 3 3 3 3
Total Associates
0 0 66 72 0 0 66 72 66 72
MOBICS SA - - - - - -
0 0 0 0
Total other related parties
0 0 0 0 0 0 0 0 0 0
363 863 1624 653 57 27 2.044 1.543 66 72
Amounts in € thousand
Total Company expenses
Total Group expenses
2022 2021 2022 2021
SPACE HELLAS (CYPRUS) LTD 35 20 - -
SPACE HELLAS (MALTA) LTD - - - -
SPACE HELLAS D.o.o. BEORGRAD 31 14 - -
SPACE ARAB LEVANT TECHNOLOGIES LLC 322 18 - -
SENSE ONE SMSA. 121 0 - -
SINGULARLOGIC S.A. 38 10 - -
Total Subsidiaries 547 62 0 0
Web-IQ B.V. 63 160 63 160
AgroApps P.C. - - - -
Epsilon SingularLogic S.A. - - - -
Total Associates 63 160 63 160
MOBICS SA - - - -
Total other related parties 0 0 0 0
610 222 63 160
242
SPACE HELLAS S.A.
Annual Financial Report 2022
Total Receivables -
Total Receivables -
243
A mounts in € thousand
Company
Group
2022 2021 2022 2021
SPACE HELLAS (CYPRUS) LTD 189 269 - -
SPACE HELLAS (MALTA) LTD 0 2 - -
SPACE HELLAS D.o.o. BEORGRAD 0 3 - -
SPACE ARAB LEVANT TECHNOLOGIES LLC - - - -
SingularLogic Α.Ε. 629 1.499 - -
Sense One Single Member S.A. 157 - - -
T otal Subsidiar ies
975 1.773 0 0
W eb-I Q B.V. 7 9 7 9
AgroApps P.C.
- - - -
Epsilon SingularLogic S.A.
- - - -
T otal A ssociates
7 9 7 9
MO BIC S S A - - - -
T otal other r elated par ties
0 0 0 0
982 1.782 7 9
Total Liabilites -
Amounts in € t housand
Total Liabilites - Group
Company
2022 2021 2022 2021
SPACE HELLAS (CYPRUS) LTD 46 11 - -
SPACE HELLAS (MALTA) LTD - - - -
SPACE HELLAS D.o.o. BEORGRAD 44 14 - -
SPACE ARAB LEVANT TECHNOLOGIES LLC 35 17 - -
Sense One Single Member S.A. 0
SINGULARLOGIC S.A. 0 13 - -
Total Subsidiaries 125 55 0 0
Web-IQ B.V. 60 - 60 -
AgroApps P.C. - - - -
Epsilon SingularLogic S.A. - - - -
Total Associates 60 0 60 0
MOBICS SA
- - - -
Total other related parties 0 0 0 0
185 55 60 0
➢ Both the services from and towards the related parties as well as the sales and purchase
of goods are contracted with the same trade terms and conditions as for the non-related
parties.
➢ From the above table, the transactions between the Company and related parties have
been eliminated from the consolidated financial statements.
Table of Key management compensation:
Amounts in € thousand
Group
Company
2022 2021 2022 2021
Salaries and other employee benefits 2.440 1.396 2.263 1.396
Receivables from executives and members of the Board 2 2 2 2
Payables to executives and member of the Board 19 15 19 15
*The transactions and remuneration of managers and members of the Management in 2022
have been significantly differentiated in relation to the previous year as within the year 2022, an
amount of €859 thousand was accounted for as extraordinary remuneration, in execution of
SPACE HELLAS S.A.
Annual Financial Report 2022
the 22/6/2022 decision of Ordinary General Meeting of the shareholders and the decision of
30/6/2022 of its Board of Directors, SPACE HELLAS, of the allocation of a total of 103,308 own
shares to the two beneficiaries thereof, i.e. to the CEO of the company, Mr. Ioannis Mertzanis,
and to the Financial Director of the company, Mr. Ioannis Doulaveris.
➢ No loans have been given to members of the Board or other executive members nor to
their family members.
Tables of Guarantees to third parties:
Group
Company
Amount s in € t housand
2022 2021 2022 2021
Guarantees to third parties on behalf of subsidiaries and
19.155 7.969 19.155 7.969
joint v entures
Used guarantees to third parties on behalf of subsidiaries 5.528 3.271 3271 3271
Letters of guarantee for adv ance payment, good
0 13 0 13
execution and counter-guarantee
➢ The company has guaranteed for the subsidiary of SPACE HELLAS (CYPRUS) LTD an amount
of a total amount of 13 thousand €, for the issuance of letters of guarantee, which, on
November 2022, was returned back.
➢ The company had guaranteed, for its subsidiary SINGULARLOGIC SA, for a total amount of
€19,155 thousand. Out of the approved guaranteed financing limits, the amount used
amounts to €5,528 thousand.
4.7 ALTERNATIVE PERFORMANCE MEASURES
The European Securities and Markets Authority (ESMA / 2015 / 1415el) published the final
guidelines on Alternative Performance Measures (APMAs) applicable from 3 July 2016 to
companies listed in organized exchange systems. ALPs are disclosed by publishers when
publishing regulated information and are intended to enhance transparency and promote the
usefulness and fair and full information of the investing public.
The Alternative Performance Measurement Score (ALP) is an adjusted economic measurement
of historical or future economic performance, financial position or cash flow, other than the
economic measurement set out in the applicable financial reporting framework. That is to say,
ALP does not rely exclusively on the standards of financial statements, but provides substantial
additional information, excluding elements that may differ from operating results or cash flows.
Transactions with non-functional or non-cash valuation with a significant effect on the
Statement of Comprehensive Income are considered as factors influencing the adjustment of
244
SPACE HELLAS S.A.
Annual Financial Report 2022
the indicators to EMMA. These non-recurring items, in most cases, could arise, among others,
from:
❑ impairment of assets
❑ Restructuring measures
❑ consolidation measures
❑ sale of assets or concessions
❑ changes in legislation, damages for damages or legal claims.
ALPs should always be taken into account in conjunction with the financial results prepared
under IFRSs and should under no circumstances be considered as replacing them. The Group
uses the adjusted indicators to better reflect the financial and operating performance that is
related to the Group's activity as such in the reference year as well as the corresponding
comparable period last year.
The definition, analysis and basis of calculation of the ALPs used by the Group is set out below.
Elements Affecting Adaptation
Figures influencing the adjustment of the indices used by the Group to extract the SNAUs
according to the first half financial statements 2022 and the corresponding financial statements
of the prior period are the provisions of doubtfulness.
The data that affect the adjustment of the indicators (SEMCs) on 31.12.2022 and 31.12.2021 are
shown in the table below:
Group
Amounts in € thousand
31.12.2022 31.12.2021
Comprehensive Income Statement
Provisions for impairment
-240 477
Total
-240 477
Adjusted EBITDA
Adjusted EBITDA is defined as the sum of Earnings Before Taxes, Financials, Investments and
Depreciation, minus the items that affect the adjustment (payments of voluntary retirement
plans, doubtful debts, reimbursement fees and non-recurring legal cases).
The definition, analysis and basis of calculation of the EMMA used by the Group is set out
below:
245
SPACE HELLAS S.A.
Annual Financial Report 2022
=
EBITDA
-
Adjusting elements
EBITDA adjusted
Group
Amounts in € thousand
31.12.2022 31.12.2021 Divergence%
EBITDA 10.816 9.451 14,44%
Provisions for impairment -240 477
EBITDA adjusted 10.576 9.928 6,53%
Divegence % -2,22% 5,05%
The adjusted EBITDA of the current period increased by 2,22% compared to EBITDA, while
compared to the previews period the adjusted EBITDA is increased by 6,53%.
Adjusted EBIT
Adjusted EBITDA is defined as the sum of Earnings Before Taxes, Financials and Investments
results, minus the items that affect the adjustment (payments of voluntary retirement plans,
doubtful debts, reimbursement fees and non-recurring legal cases).
EBIT
-
Adjusting elements
EBIT
-
Group
Amounts in € thousand
31.12.2022 31.12.2021 Divergence%
EBIT 7.294 6.451 13,07%
Provisions for impairment -240 477
EBIT adjusted 7.054 6.928 1,82%
Divergence % -3,29% 7,39%
The adjusted EBIT for year 2022 is 3,29%, lower than EBIT, while compared to the previews period,
results to be increased by 1,82%.
Adjusted Cash Flows After Investments
Adjusted cash flows after Investments are defined as the sum of net cash inflows from operating
activities less the components that affect the adjustment (payments of voluntary retirement
plans, doubtful debts, reimbursement costs and non-recurring legal cases) and by suggesting
net cash flows from investing activities, as shown in the table below.
246
SPACE HELLAS S.A.
Annual Financial Report 2022
247
Cash Flows After
Investments adjusted
=
Net operating Cash flow
-
Adjusting
elements
-
Net Cash flow from
investing activity
31.12.2022 31.12.2021 Divergence%
Net Cash flow from operating activities 678 -5.156 -113,1%
Net Cash flow from investing activity -7.396 -16.648 -56%
Cash Flows After Investments -6.718 -21.804 -69%
Provisions for impairment -240 477 -150%
Cash Flows After Investments adjusted -6.958 -21.327 -67%
Divergence % 4% -2%
Amounts in € thousand
Group
The, Adjusted Cash Flows after investments for the current period compared to those of the
previews period are increased by 4%.
Adjusted Net Borrowing
Adjusted net borrowing is defined as net borrowing, which includes other financial assets as
these are relatively readily convertible assets. The calculations are presented in the table below.
Adjusted Net
Borrowing
=
Net Borrowing
-
Other financial Assets
31.12.2022 31.12.2021 Divergence%
Long term loans 47.919 39.501 21,31%
Shor term loans 22.683 17.686 28,25%
Cash and Cash equivalents -29.185 -23.265 25,45%
Net Borrowing 41.417 33.922 22,09%
Other financial Assets -13 -13 0,00%
Adjusted Net Borrowing 41.404 33.909 22,10%
Divergence % -0,03% -0,04%
Amounts in € thousand
Group
Both in the current and in the previous period, the adjusted Net borrowing almost equal to the
net borrowing.
4.8 SIGNIFICANT POST-BALANCE SHEET EVENTS
➢ On March 23, 2023, SPACE HELLAS announced the issuance of a joint bond loan with a
total nominal value (capital) of nine million six hundred thousand euros (€9,600,000) based
SPACE HELLAS S.A.
Annual Financial Report 2022
248
on the provisions of Law 4548/2018 (Articles 59 to 74) and Law 3156/2013 (article 14), as
they apply to the financing of eligible costs of an investment project within the context of
the Recovery and Resilience Fund (RAF). The issuer is SPACE HELLAS and bond lenders: a)
the Hellenic State (bond holder A') at a rate of 62.5% and b) "ALPHA BANK JSC" (bond
holder B) at a rate of 37.5%. The payment manager and representative of the bondholders
is "ALPHA BANK STOCK". The loan will be used by the issuer for the implementation of its
investment plan regarding its digital transformation with modern technologies and based
on its needs, in the context of which (digital transformation) infrastructure upgrade,
network upgrade, security upgrade and upgrade applications, and has been determined
definitively eligible to receive funding through the TAA. The loan will have a duration of ten
(10) years.
The gradual easing of the effects of the COVID-19 pandemic on the economy, mitigated by
geopolitical developments with the war in Ukraine, soaring energy costs, rising borrowing costs,
strong inflationary pressures and recent turmoil in the international banking system making it
difficult predicting the range of possible outcomes in the global economy at this point.
The future impact will be assessed in light of the going concern basis of accounting used in the
preparation of these Financial Statements. As far as the Group's activities are concerned, the
Management closely monitors developments by implementing emergency plans where
necessary to limit possible adverse effects.
After the clarifications listed in the relevant paragraphs above regarding the effects of the
pandemic, the energy crisis, interest rate increases and inflationary pressures which constitute
a non-adjusting event, there are no other events subsequent to the financial statements which
concern either the Group or the company and which are required to be reported by the
International Financial Reporting Standards.
SPACE HELLAS S.A.
Annual Financial Report 2022
5 FIGURES AND INFORMATION FROM 1
ST
JANUARY TO 31
th
DECEMBER 2022
SPACE HELLAS S.A.
GEMI:375501000
Mesogion Av. 312 Ag. Paraskevi
Financial statement and information for the period 1 January 2022 to 31 December 2022
The following results and information, that arise from the financial statements, provide a general picture of the financial position and financial results of the SPACE HELLAS S.A.
Thus we suggest the reader, before entering into any sort of investment decision or other transaction with the company, to gain access to the company's w eb site, where the financial statements can be
dow nloaded, as w ell as the Independent Auditor's Report.
Company Information
Board of Directors
Manolopoulos Spyridon Chairman, executive member
Prefecture Ministry of Developm ent, Department of Commerce Chatzistamatiou Theodoros Vice President, non ececutive member
Com pany's web site http://www .space.gr Mpellos Christos Vice President, ececutive member
Date of approval by the Board of Directors 29 March 2023 Mertzanis Ioannis CEO, executive member
Doulaveris Ioannis Executive member
Certified Auditor Accountant Andreas G. Pournos (S.O.E.L. Reg. No 35081) Paparizou Anastasia Executive member
Auditing Company PKF Euroauditing S.A. Theodorou Eirinaios Indipendent - non executive member
Type of Auditor's report Without qualification Kaliani Anna Indipendent - non executiv e member
Chatiras Emmanouil Indipendent - non executive m ember
1.1 STATEMENT OF FINANCIAL POSITION
1.4 CASH FLOW STATEMENT FOR THE YEAR
GROUP COMPANY GROUP COMPANY
(consolidat ed and non consolidat ed) Am ount s in € t housand
31.12.2022 31.12.2021 31.12.2022 31.12.2021
(consolidat ed and non consolidat ed) Am ount s in € t housand
01.01-
01.01-
01.01-
01.01-
31.12.2022
31.12.2021
31.12.2022
31.12.2021
ASSETS Operating Activities :
Property, plant and equipment
21.270 17.725 20.027 17.331 Profit before taxes (continued operations) 5.703 5.155 4.470 2.724
Rights of Use
2.766 2.191 1.814 1.285 Plus/Less adjustments for :
Intangible assets
20.162 18.900 3.462 3.460 Depreciation 3.522 3.000 2.388 2.230
Other non current assets
13.778 12.730 21.016 19.466 Impairment of tangible and intangible assets 0 0 0 0
Inventory
17.381 10.099 16.820 9.670 Prov isions -41 -186 176 166
Receivables (trade debtors)
55.366 48.182 51.591 43.791 Foreign exchange differences -770 177 -761 166
Other current assets
15.163 12.050 10.715 8.126 Net (profit)/Loss from investing activ ities -44 -1.862 188 -770
Cash and Cash equivalents
29.185 23.265 27.329 19.413 Interest and other financial expenses 4.967 3.690 4.503 3.390
TOTAL ASSETS
175.071 145.142 152.774 122.542
Plus or minus for Working Capital changes:
EQUITY AND LIABILITIES
Decrease/(increase) in Inventories
-7.287 -1.983 -7.150 -2.091
Share capital
6.973 6.973 6.973 6.973
Decrease/(increase) in Receivables
-10.801 -17.781 -12.482 -19.659
Other components of equity
20.059 14.108 16.342 11.700 (Decrease)/increase in Payables (excluding banks) 9.435 8.199 12.863 10.225
Total equity attributable to owners of the parent (a)
27.032 21.081 23.315 18.673
Less:
Non controlling interests (b)
3.600 3.295 - - Interest and other financial expenses paid -4.304 -3.282 -3.965 -3.041
Total Equi ty (c) = (a)+(b)
30.632 24.376 23.315 18.673
Taxes paid 298 -283 0 0
Long term borrow ings
47.919 39.501 46.260 37.240 678 -5.156 230 -6.660
Total cash i nflow/(outflow) fr om operating activities
(a)
Long term provisions / Non current liabilities
6.164 5.086 4.309 2.632 Cash flow from Investing Activiti es
Short term borrow ings
22.683 17.686 20.263 16.867 -43 -14.267 -43 -14.570
Acquisition of subsidiaries, associated companies,
joint ventures and other investments
Other current liabilities
67.673 58.493 58.627 47.130 Purchase of tangible and intangible assets -7.397 -2.451 -4.228 -2.178
Total Liabil i ti es (d)
144.439 120.766 129.459 103.869 Proceeds from sale of tangible and intangible assets 44 70 15 51
TOTAL EQUITY AND LIABILITIES (c)+(d)
175.071 145.142 152.774 122.542
Interest received 0 0 1.226 0
Dividends received
0 0 0 0
1.3 STATEMENT OF CHANGES IN EQUITY
Total cash i nflow/(outflow) fr om investing activities
-7.396 -16.648 -3.030 -16.697
(b)
Cash flow from Financing Activiti es
(consolidat ed and non consolidat ed) Am ount s in € t housand
GROUP
COMPANY
Proceeds from Borrowings 30.732 19.619 27.486 19.619
31.12.2022 31.12.2021 31.12.2022 31.12.2021 Payments of Borrow ings -15.818 -6.071 -15.068 -5.611
Total equity in the beginning of the year
24.376 18.589 18.673 17.533 Payments of leases -1.244 -866 -670 -570
(1/1/2022 and 1/1/2021 accordingly)
Total comprehensive income after taxes
6.431 4.278 4.815 2.259 Payments for Treasury shares -257 -602 -257 -602
(continued and discontinued operations)
Increase / (Decrease) of Share Capital
0 0 0 0 Dividends paid to shareholders of the Company -775 -517 -775 -517
Cancellation of ow n shares
602 -602 602 -602
Total cash i nflow/(outflow) fr om fi nancing activiti es
12.638 11.563 10.716 12.319
(c)
Other Changes
0 0 0 0 5.920 -10.241 7.916 -11.038
Net increase/(decrease) in cash and cash
equivalents (a)+(b)+(c)
Non controlling interests
-2 2.628 0 0 23.265 31.058 19.413 30.451
Cash and cash equivalents at beginning of period
Dividends distributed
-775 -517 -775 -517 Cash and cash equivalents from subsidiaries 0 2.448 0 0
Total equity at the end of the year Total equity
at the end of the period (31.12.2022 and
30.632 24.376 23.315 18.673 Cash and cash equivalents at end of period 29.185 23.265 27.329 19.413
31.12.2021)
1.2 STATEMENT OF COMPREHENSIVE INCOME
Group
Company
(consolidat ed and non consolidat ed) Am ount s in € t housand
01.01-
01.01-
01.01-
01.01-
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Turnover
128.586 103.323 110.337 91.268
Gross Profit
22.599 20.524 19.856 17.480
Profit before taxes, financing and investing activity
7.294 6.451 6.507 4.789
Profit before taxes
5.703 5.155 4.470 2.724
Profit after taxes (A)
5.020 4.620 3.332 2.324
- Owners of the parent
4.685 3.845 3.332 2.324
- Non controlling interests
335 775 - -
5.020 4.620 3.332 2.324
Other comprehensive income after taxes (B)
1.411 -342 1.483 -65
Total comprehensive income after taxes (A)+(B)
6.431 4.278 4.815 2.259
- Owners of the parent
6.061 3.612 4.815 2.259
- Non controlling interests
370 666 - -
Earnings (after taxes) per share - basic in €
0,7256 0,6000 0,5161 0,3626
Profit before taxes, financing and i nvesting activity and depreciation
10.816 9.451 8.895 7.019
Additional information
1.
The shares of the company were listed on the Athens Stock Exchange on 29-9-2000. The earnings per share were calculated based on the w eighted average number of ordinary shares in issue amounting to 6.456.530.
2.
The companies of the Group, the percentage ow nership and the consolidation method for the ending period are disclosed in note 4.6.13 of the annual financial report of 2022.
3.
The tax un-audited years of the Company and the Group are disclosed in note 4.6.30 of the annual financial report of 2022.
4.
The company has formed a provison for the tax unaudited years, for the amount of 61 thousand, in order to cover the possibility of additional taxes (note 4.6.30). No other reserves are formed (note 4.6.28).
5.
There are no other disputed or under arbitration cases of national or administrative courts that may have a material effect on the financial position of the Company.
6.
There are no other real liens on non-current assets or property, except, at the Com pany level, the underwriting, amounting to € 1.200 thousand, on the property situated at 6 Loch. Dedousi St., Cholargos, Athens, and the
underwriting amounting to € 4.335 thousand, on the property situated at 302 Ave. Mesogeion, Cholargos, Athens and, at the Group level, the underwriting, am ounting to € 7.200 thousand, on the property situated at 312
Ave. Mesogeion, Cholargos, Athens, and the underwriting, amounting to € 1.200 thousand, on the property situated at St. Gianniton-I.Kariofylli & Patr. Kyrrilou, Thessaloniki.
7.
The personnel employed at 31.12.2022 for the Group amounted to 844 persons and for the Company amounted to 582 while as at 31.12.2021 amounted to 719 and 479 respectively.
8.
The same Accounting Policies hav e been followed as for the financial statements as at 31.12.2021.
9.
Note 4.3 of the annual financial report of 2022 refers to the comprehensive income after taxes for the company and the Group.
10.
Intercompany transactions for the period from 1 January 2022 to 31 December 2022 according to I.A.S. 24 are as follows:
GROUP COMPANY
a) Sales of goods and services 66 2.044
b) Purchases of goods and services 63 610
c) Receivables from related parties 7 982
d) Payables to related parties 60 185
e) Key management com pensations 2.440 2.263
f) Receivables from key management 2 2
g) Payables to key management included in above 19 19
The company has guaranteed to financial institutions for bank credit limit for its subsidiaries up to the amount of € 19.155 thousand, of which € 5.528 thousand has been used.
Agia Paraskevi, 29 March 2023
CHAIRMAN OF THE BOARD OF DIRECTORS
CHIEF EXECUTIVE OFFICER
CHIEF FINANCIAL OFFICER
CHIEF ACCOUNTANT
AND EXECUTIVE MEMBER OF THE BOARD
AND EXECUTIVE MEMBER OF THE BOARD
SPYRIDON MANOLOPOULOS
IOANNIS MERTZANIS
IOANNIS DOULAVERIS
ANASTASIA PAPARIZOU
249
SPACE HELLAS S.A.
Annual Financial Report 2022
250
6 GROUP’S WEBSITE AND AVAILABILITY OF THE PUBLISHED FINANCIAL REPORT
The attached Financial Statements of 31.12.2022 of the Group and the Company were
approved by the Board of Directors of SPACE HELLAS on 29.03.2023 and have been published
with their posting on the Company's website www.space.gr as well as on the website of Athens
Stock Exchange where they shall remain at the disposal of the investing public for a period of
at least five years from the date of their publication. The published financial data and
information resulting from the Financial Statements depict in a true and concise but essential
way, all relevant and legally necessary information, in order to offer a substantial and detailed
information on the activity of the Company and the Group to the investing public. The reader
can refer to the company's website www.space.gr where the financial statements of the
company's subsidiaries are uploaded. The auditors of the consolidated and corporate Financial
Statements of SPACE HELLAS both for the fiscal year that ended on 31.12.2022 and for the
previous fiscal year are the auditing company PKF Euroauditing SA.
SPACE HELLAS S.A.
Annual Financial Report 2022
251
We certify that the attached annual financial report, from pages 1 to 251 (Greek document),
includes the annual financial statements of the Group and of company SPACE HELLAS SA for
the financial year from January 1, 2022 to December 31, 2022, which have been approved by
the Board of Directors of SPACE HELLAS SA on March 29
th
, 2023 and have been published by
posting them on the internet, at the address http://www.space.gr, and have been signed by the
following:
CHAIRMAN OF
THE BOARD OF DIRECTORS
SPYRIDON
MANOLOPOULOS
CHIEF EXECUTIVE
OFFICER
IOANNIS
MERTZANIS
CHIEF FINANCIAL
OFFICER AND
MEMBER OF THE
BOARD
IOANNIS
DOULAVERIS
CHIEF
ACCOUNTANT
ANASTASIA
PAPARIZOU