LAMDA Development S.A.
ANNUAL FINANCIAL REPORT
(In accordance with Article 4 of Law 3556/2007)
FOR THE YEAR ENDED 31 DECEMBER 2021
ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS
(IFRS)
Annual financial report for the year ended 31 December 2021
1
Index of annual financial report
I. STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS ........................................... 3
II. ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS .......................................... 4
A. GROUP FINANCIAL POSITION ........................................................................................... 4
B. ALTERNATIVE PERFORMANCE MEASURES (“APMS”)............................................................. 7
C. SIGNIFICANT EVENTS FOR THE YEAR 2021 UNTIL THE DATE OF THE FINANCIAL RESULTS ...... 7
D. PROSPECTS, SIGNIFICANT RISKS FOR THE YEAR 2022 ..................................................... 12
E. PENDING LITIGATION .................................................................................................... 15
F. RELATED-PARTY TRANSCATIONS .................................................................................... 16
G. NON-FINANCIAL POSITION OF THE GROUP ...................................................................... 16
H. CORPORATE GOVERNACE DECLARATION ......................................................................... 18
I. EXPLANATORY REPORT OF THE BOARD OF DIRECTORS OF LAMDA DEVELOPMENT S.A.
(PAR.7 & 8, ARTICLE 4, LAW 3556/2007) ............................................................................ 86
III. INDEPENDENT AUDITOR’S REPORT ............................................................................... 92
COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2021 ........................................................................................................ 103
STATEMENT OF FINANCIAL POSITION (COMPANY AND CONSOLIDATED) ............................... 103
INCOME STATEMENT (COMPANY AND CONSOLIDATED) ....................................................... 104
COMPREHENSIVE INCOME STATEMENT (COMPANY AND CONSOLIDATED) ............................. 105
STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED) 2021 .............................................. 106
STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED) 2020 .............................................. 107
STATEMENT OF CHANGES IN EQUITY (COMPANY) 2021 ....................................................... 108
STATEMENT OF CHANGES IN EQUITY (COMPANY) 2020 ....................................................... 109
CASH FLOW STATEMENT (COMPANY AND CONSOLIDATED) ................................................. 110
NOTES TO THE FINANCIAL STATEMENTS ........................................................................... 112
1. GENERAL INFORMATION............................................................................................ 112
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ..................................................... 112
2.1 BASIS OF PREPARATION OF ANNUAL FINANCIAL STATEMENTS OF PREPARATION ......... 112
2.2 NEW STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS .................. 114
2.3 CONSOLIDATION ................................................................................................... 117
2.4 SEGMENT REPORTING ............................................................................................ 119
2.5 FOREIGN CURRENCY TRANSLATION ......................................................................... 120
2.6 INVESTMENT PROPERTY ......................................................................................... 120
2.7 TANGIBLE ASSETS ................................................................................................. 121
2.8 INTANGIBLE ASSETS ............................................................................................. 122
2.9 IMPAIRMENT OF NON-FINANCIAL ASSETS ................................................................ 122
2.10 FINANCIAL ASSETS ............................................................................................ 123
2.11 OFFSETTING FINANCIAL INSTRUMENTS ................................................................ 125
2.12 DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES .......................... 125
2.13 INVENTORIES .................................................................................................... 126
2.14 CASH AND CASH EQUIVALENTS ........................................................................... 127
2.15 SHARE CAPITAL – SHARE PREMIUM – TREASURY SHARES ....................................... 127
2.16 TRADE AND OTHER PAYABLES ............................................................................. 127
2.17 BORROWINGS .................................................................................................... 128
2.18 BORROWING COSTS ........................................................................................... 128
2.19 CURRENT AND DEFERRED INCOME TAX ................................................................ 128
2.20 EMPLOYEE BENEFITS .......................................................................................... 128
2.21 GRANTS ............................................................................................................ 130
2.22 PROVISIONS ...................................................................................................... 130
2.23 REVENUE RECOGNITION ..................................................................................... 130
2.24 LEASES ............................................................................................................. 131
2.25 DIVIDEND DISTRIBUTION ................................................................................... 132
3. RISKS MANAGEMENT AND FAIR VALUE ESTIMATION .................................................... 132
3.1 FINANCIAL RISK FACTORS...................................................................................... 132
3.2 CAPITAL RISK MANAGEMENT .................................................................................. 136
3.3 RISK MANAGEMENT UNIT ....................................................................................... 137
Annual financial report for the year ended 31 December 2021
2
3.4 FAIR VALUE MEASUREMENT .................................................................................... 138
4. SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT JUDGEMENTS ...................... 138
4.1 SIGNIFICANT ACCOUNTING ESTIMATES AND ASSUMPTIONS ...................................... 138
4.2 DECISIVE JUDGEMENTS OF THE MANAGEMENT FOR THE APPLICATION OF THE
ACCOUNTING PRINCIPLES ............................................................................................... 139
5. SEGMENT INFORMATION ........................................................................................... 139
6. INVESTMENT PROPERTY ............................................................................................ 141
7. TANGIBLE ASSETS .................................................................................................... 145
8. INTANGIBLE ASSETS ................................................................................................ 146
9. INVESTMENTS IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES ........................... 148
10. INVENTORIES ....................................................................................................... 159
11. TRADE AND OTHER RECEIVABLE ............................................................................. 160
12. CASH AND CASH EQUIVALENTS .............................................................................. 162
13. RESTRICTED CASH ................................................................................................ 162
14. FINANCIAL INSTRUMENTS BY CATEGORY ................................................................. 163
15. SHARE CAPITAL AND SHARE PREMIUM ..................................................................... 163
16. TREASURY SHARES ................................................................................................ 164
17. OTHER RESERVES ................................................................................................. 164
18. BORROWINGS ....................................................................................................... 166
19. LEASES ................................................................................................................ 171
20. NET EMPLOYEE DEFINED BENEFIT LIABILITIES ......................................................... 173
21. TRADE AND OTHER PAYABLES ................................................................................ 175
22. PROVISIONS FOR INFRASTRUCTURE INVESTMENTS FOR HELLINIKON S.A. .................. 175
23. DERIVATIVE FINANCIAL INSTRUMENTS .................................................................... 176
24. DEFERRED TAX ..................................................................................................... 177
25. REVENUE .............................................................................................................. 179
26. EXPENSES RELATED TO INVESTMENT PROPERTY ....................................................... 180
27. EMPLOYEE BENEFITS EXPENSE ................................................................................ 180
28. OTHER OPERATING INCOME / (EXPENSES) - NET ...................................................... 181
29. FINANCE INCOME / (COSTS) - NET .......................................................................... 181
30. INCOME TAX ......................................................................................................... 182
31. COMMITMENTS ..................................................................................................... 184
32. CONTINGENT LIABILITIES AND ASSETS ................................................................... 184
33. RELATED PARTY TRANSACTIONS ............................................................................. 185
34. EARNINGS / (LOSSES) PER SHARE .......................................................................... 188
35. DIVIDENDS PER SHARE .......................................................................................... 188
36. AUDIT AND OTHER FEES ........................................................................................ 188
37. COMPARATIVE INFORMATION ................................................................................. 189
38. EVENTS AFTER THE FINANCIAL DATE ....................................................................... 189
V.ANNEX – USE OF PROCEEDS ......................................................................................... 190
USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE FOR THE PERIOD FROM 17.12.2019 TO
31.12.2021 .................................................................................................................... 190
USE OF PROCEEDS FROM THE ISSUANCE OF THE COMMON BOND LOAN FROM 21.07.2020 TO
31.12.2021 .................................................................................................................... 192
The financial statements are uploaded on the web-site www.lamdadev.com, the independent auditor’s report
and the annual report of the Board of Directors for the companies which are incorporated in the consolidated
financial statements of the Company.
Annual financial report for the year ended 31 December 2021
3
I. STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS
STATEMENTS OF THE BOARD OF DIRECTORS OF “LAMDA DEVELOPMENT S.A.’’ FOR THE
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2021
(ACCORDING TO THE ARTICLE 4, Par.2(c) OF THE LAW 3556/2007)
We state to the best of our knowledge, that the annual financial statements of the company and
the Group of “LAMDA Development S.A.” for the year ended on December 31, 2020 which have
been prepared in accordance with the international accounting standards in effect, reflect fairly the
assets, liabilities, equity and the results of LAMDA Development S.A., as well as of the companies
that are included in the consolidation taken as a whole..
Furthermore, we state to the best of our knowledge that the Annual Report of the Board of Directors
reflects fairly the development, the performance and the status of LAMDA Development S.A., as
well as of the companies that are included in the consolidation taken as a whole, and includes a
description of the main risks and uncertainties they confront.
Maroussi, 6 April 2022
The undersigned
______________________
Anastasios K.Giannitsis
Chairman of the BoD
______________________
Odyssefs E. Athanasiou
Chief Executive Officer
_____________________
Evgenia G. Paizi
Member of the BoD
Annual financial report for the year ended 31 December 2021
4
II. ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
OF THE COMPANY «LAMDA Development S.A.» TO THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS FOR THE FISCAL YEAR 01.01.2021 – 31.12.2021
Dear Shareholders,
According to the provisions of L.3556/2007 and the relevant decisions of the Capital Market Committee Board
of Directors, we present the annual Board of Directors’ report of “LAMDA Development S.A.” concerning the
Consolidated and Standalone Financial Statements for the fiscal year that ended on December 31, 2021.
A. GROUP FINANCIAL POSITION
According to the International Financial Reporting Standards, the main financial figures for the Group and the
Company for the fiscal year from 01.01.2021 to 31.12.2021 are as follows:
Group’s financial results for 2021 include for the first time the full consolidation of HELLINIKON S.A. (100%
subsidiary), following the transfer of the shares at 25.06.2021. The said consolidation was accounted based
on par.2 (b) of IFRS 3.
Condensed Presentation of Consolidated Financial Results
(amounts in € million)
01.01.2021-
01.01.2020-
(%)
change
31.12.2021
31.12.2020
Net results (after taxes and non-controlling
interests)
191,2
(51,7)
--
Group operating result (EBITDA)
335,1
(20,1)
--
Gain from fair value adjustment on investment
property and Loss from inventory impairment
(9,5)
43,3
--
Gain from fair value adjustment on investment
property – Ellinikon project
(315,5)
--
--
Expenses related to the development of the
Ellinikon site
32,0
9,4
--
Gain on disposal of subsidiary
1
-1,2
--
--
Profit from disposal of investment property
2
-0,9
--
--
Gain from share acquisition in Flisvos Marina
3
--
-8,4
--
Total Group operating result (EBITDA)
before valuations and other adjustments (as
derives by internal information of the Group)
39,9
24,2
65%
Group revenue reached €79,1 million compared to €67,8 million in the fiscal year 2020.
Regarding operating results, Total Group operating result (EBITDA) before valuations and other adjustments
reached €39,9 million increased by 65% compared to the year 2020. The valuation, by the independent
qualified valuer, for a part of assets (Investment Property) of HELLINIKON S.A. improved Group results before
tax of the fiscal year 2021 by €315,5 million. Group operating result (EBITDA) was negatively impacted by an
amount of €32,0 million regarding the total expenses for the Ellinikon project versus expenses €9,4 million in
2020, as the Group, since end-June 2021, has significantly accelerated the pace of preparation and
implementation of its strategic plan for the project has significantly accelerated its efforts to implement its
strategic plan for the Ellinikon project. As a result, Group net results after taxes and non-controlling interests
amounted to a profit of €191,2 million, compared to a loss of €51,7m in the fiscal year 2020.
1
Gain on disposal of an 100% subsidiary (LAMDA ILIDA OFFICE S.M.S.Α.)
2
Profit from disposal of investment property (land plot in Spata)
3
Positive impact from the acquisition of additional share of 50% of the entity LAMDA MARINAS INVESTMENTS S.M.S.A. leading to control of
this entity
Annual financial report for the year ended 31 December 2021
5
(amounts in € million)
01.01.2021-
01.01.2020-
(%)
change
31.12.2021
31.12.2020
The Mall Athens
18,5
15,2
22%
Mediterranean Cosmos
14,1
11,3
24%
Golden Hall
12,8
10,4
23%
Retail EBITDA (Shopping Malls Operating
Result before valuations and other
adjustments)
45,4
36,9
23%
EBITDA of Shopping Malls The Mall Athens, Golden Hall and Mediterranean Cosmos for 2021 reached €45,4
million, increased by 23% compared to 2020. The main factors for this contribution were the increase in the
tenants’ turnover (+36% compared to 2020), due to the increase in consumption of the visitors (as a result
of the concentration of the savings during the pandemic), and the increase in the footfall (+8% compared to
2020). Additionally, the average occupancy rate in the Shopping Malls remained unchanged compared to the
pre-pandemic period, at 99% approximately. It must be noted that for the whole year of 2021 the operating
EBITDA of the Shopping Malls was significantly burdened due to (a) the suspension of their operation for a
total period of about 3 months
4
and (b) the legally provided discounts on the rent of the shopkeepers/tenants
for a total period of 6 months (40% discount in rents). As per relevant legislation, shopkeepers/tenants have
been exempted from paying the full (100%) rent for the entire period between January-May 2021, while the
Ministry of Finance compensated LAMDA through a rebate of 60% of the rents. In June 2021
shopkeepers/tenants in the retail trade sector have received a 40% discount on rents, while
shopkeepers/tenants active in the sectors of F&B/Entertainment/Cinemas have been exempted from paying
the full (100%) rent, with the Ministry of Finance compensating LAMDA through a rebate of 60% of the said
rent. From July 2021 onwards no discounts apply to monthly rents. It is pointed out that the EBITDA of the
Shopping Malls in 2021 was approximately €19m lower compared to the historically high operating profitability
in 2019 at €64 million. In addition, during 2021, an additional provision for impairment on receivables from
tenants amounting to €1,4 million was recognized.
Respectively and according to the relevant provisions of the Legislative Content Acts, the Group which leases
the land of the Shopping center Mediterranean Cosmos in Pylaia Thessaloniki, has received a reduction in the
fixed portion of the rent for the period January - April 2021, amounting to €482 thousand whereas a reduction
in the fixed portion of the rent for Flisvos Marina for the period January – June 2021 was received in the
amount of €3,4 million.
It is worth noting that the Company, amidst the pandemic crisis, negotiated new or proceeded to the renewal
of commercial agreements under similar financial terms that were in force before the pandemic crisis, thus
enhancing the Shopping Malls’ value. Shopping Malls aggregate value amounted to €872 million on
31.12.2021, as per the independent valuator (Savills), increased by approximately €17 million (+2%)
compared to 31.12.2020, thus reversing part of the drop of the value during the year 2020 and reflecting the
positive assessment of the independent valuators regarding the return to the normal operating conditions.
The Group monitors the performance of the Shopping Malls through indicators, out of which the primary
according to the international standards, are the tenant (shopkeeper) sales and the customer visits (footfall)
which shows the percentage increase between the current and the comparative year.
Shopping Malls Performance Indicators
(2021 vs 2020)
The Mall
Athens
Golden Hall
Mediterranean
Cosmos
Total
Tenant’s (shopkeeper) sales
5
+27%
+39%
+45%
+36%
Number of visitors (footfall)
6
-10%
+24%
+19%
+8%
In more detail, in the second semester of 2021 (July-December), following the abolition of the restrictive
measures of click-inside/click away in the retail sector (15.05.2021):
4
The Shopping Centers “The Mall Athens” and “Golden Hall” in Athens remained closed for an aggregate period of 95 days each in 2021 (120
days each in 2020). “Mediterranean Cosmos” in Thessaloniki remained closed for an aggregate period of 92 days in 2021 (124 days in 2020).
Since 15.05.2021 restrictive measures of click inside and click-away were abolished.
5
The ratio regarding the change in the tenant’s (shopkeeper) sales is calculated as follows: total tenants’ turnover of each Shopping Center
at the reporting period minus total tenants’ turnover of each Shopping Center at the comparative reporting period / Total tenants’ turnover
of each Shopping Center at the comparative reporting period.
6
The ratio regarding the change of number of visitors (footfall) to Shopping Centers is calculated as follows: total visitors passing from the
entrances of each Shopping Center at the reporting period minus total visitors passing from the entrances of each Shopping Center at the
comparative reporting period / Total visitors passing from the entrances of each Shopping Center at the comparative reporting period.
Annual financial report for the year ended 31 December 2021
6
• Total tenants’ sales at the Shopping Malls almost doubled (+95%) vs. the respective period in 2020.
During the said period, total tenants’ sales were just 10% below the record-high levels in 2019 (pre-
pandemic period).
• The average spending per visitor to the Shopping Malls increased 8% vs. the respective period in
2020.
• The total number of visitors (footfall) to the Shopping Malls grew by 80% vs. the respective period in
2020.
The Group’s Net Assets Value (NAV) as of 31.12.2021 amounted to €1.361,9 million, a 24% increase versus
31.12.2020. This positive impact is mainly attributed to Net Assets Value (NAV) deriving from the revaluation,
by an independent valuer, of the value of the Investment Property held by HELLINIKON S.A. (€315,5 million),
whereas the existing investment property of the Group also recorded growth valuations, which encourages us
to believe that the impact of the pandemic is decreasing, and we are moving towards a new regularity.
KEY ITEMS OF STATEMENT OF FINANCIAL POSITION
(amounts in € million)
31.12.2021
31.12.2020
7
Cash
539,4
883,2
Restricted Cash
-377,0
--
Free cash
162,4
883,2
Investment Portfolio
2.840,1
1.034,0
Total Investment Portfolio
3.017,5
1.216,1
Total Assets
3.670,9
2.187,2
Total Equity
1.301,2
1.101,8
Total Debt
1.405,5
904,4
Adjusted Total Debt
2.040,5
904,4
Total Liabilities
2.369,7
1.085,5
7
Comparative figures of the Statement of Financial Position as of 31.12.2020 for the Group have been retroactively adjusted due to change
in accounting policy regarding IAS 19 “Employee benefits”.
8
Adjusted number of shares due to the 533.292 treasury shares owned by the Company at 31.12.2021.
9
On 31.12.2020 the Group Cash and cash equivalents are almost equal to the Total Group Debt.
NET ASSETS VALUE (NAV)
31.12.2021
31.12.2020
7
(%) Variance
Net Assets Value (NAV) (€ million) (as derives by
internal information of the Group)
1.361,9
1.102,5
+24%
Net Assets Value (NAV) (€ per share)
7,73
8
6,24
FINANCIAL RATIOS
31.12.2021
31.12.2020
9
ADJUSTED NET TOTAL DEBT / TOTAL INVESTMENT
PORTFOLIO
49,7%
--
TOTAL DEBT / TOTAL EQUITY AND TOTAL DEBT (GEARING
RATIO)
51,9%
45,1%
Annual financial report for the year ended 31 December 2021
7
B. ALTERNATIVE PERFORMANCE MEASURES (“APMs”)
The Group uses certain Alternative Performance Measures (APMs) according to the characteristics of the certain
sector that it operates, which are defined as follows:
Definitions (“APMs”):
1. Group operating result (EBITDA): Profit/(loss) before income tax, plus net finance costs, plus
depreciation of tangible assets and intangible assets.
2. Group operating result (EBITDA) before valuations and other adjustments: Group
operating result (EBITDA) excluding any investment property fair value gains/losses, inventory
impairment losses, profit or loss from acquisition/disposal of participation share in investments,
profit or loss from disposal of inventory – land and other extraordinary valuation gains/losses and
costs, as well as other adjustments such as Expenses related to the development of the Ellinikon
site.
3. Retail EBITDA (Shopping Malls Operating Result before valuations and other
adjustments): Individual operating result (EBITDA) before valuation and other adjustments of
the entities LOV S.M.S.A., PYLAIA S.M.S.A. and LAMDA DOMI S.M.S.A., which are involved in the
exploitation of the Shopping Malls The Mall Athens, Mediterranean Cosmos and Golden Hall
respectively.
4. Net Asset Value (NAV): Equity attributable to equity holders of the Company adjusted by the
deferred tax liability and asset attributable to equity holders of the Company.
5. Investment Portfolio: Investment property, excluding Right-of-use Assets for which a relevant
lease liability is recognized, plus Inventories, plus Tangible and Intangible assets, plus Investments
in joint ventures and associates, plus Right-of-use Assets of the Ellinikon properties under
development.
6. Total Investment Portfolio: Investment property, plus Inventories, plus Tangible and Intangible
assets, plus Investments in joint ventures and associates, plus Right-of-use assets.
7. Total Debt: Borrowings, plus Accrued Interest, plus Lease liabilities, plus Consideration payable
for the acquisition of HELLINIKON S.A..
8. Adjusted Total Debt: Total Debt, plus Provisions for infrastructure investments for HELLINIKON
S.A..
9. Net Total Debt: Total Debt, less Cash and cash equivalents, less Restricted cash for serving or
securing Borrowings, less Restricted cash for the purpose of repaying Consideration payable for
the acquisition of HELLINIKON S.A..
10. Adjusted Net Total Debt: Adjusted Total Debt, less Cash and cash equivalents, less Restricted
cash for serving or securing Borrowings, less Restricted cash for serving or securing Borrowings,
less Restricted cash for the purpose of repaying Consideration payable for the acquisition of
HELLINIKON S.A..
11. Adjusted Net Total Debt / Total Investment Portfolio
12. Gearing Ratio: Total Debt / (Total Equity and Total Debt)
C. SIGNIFICANT EVENTS FOR THE YEAR 2021 UNTIL THE DATE OF THE FINANCIAL
RESULTS
Significant developments related to the Ellinikon project
Regarding the Ellinikon project and the contract for the transfer of shares, dated 14.11.2014, for the
acquisition of 100% of the share capital of "HELLINIKON S.A." by "HELLINIKON GLOBAL I SA", 100%
subsidiary of LAMDA DEVELOPMENT S.A., the total consideration paid for the shares, as stated in the
Agreement, was €915m and the transfer of shares took place on 25.06.2021. At the date of the acquisition,
the initial instalment of €300m was paid, whereas the remaining consideration will be paid within 10 years
from the date of the transfer of shares, as stated in the Agreement, and a letter of guarantee was delivered
to HRADF amounting €347m.
Regarding the granting of a casino operating license, on 13.10.2020 Hellenic Gaming Commission (HGC)
announced INSPIRE ATHENS as a temporary contractor of the tender. On 16.06.2021, a contract was signed
between the Company, the Subsidiary and HRADF, to expedite the acquisition of HELLINIKON S.A.,
Memorandum of Understanding pursuant to article 2.4 of the Contract, with which the parties agreed, on the
basis of specific terms and conditions, their waiver from fulfilling the deferral condition for the granting of a
casino license. In this context, the casino operation continues, until 30.09.2021, to be part of the Company's
business plan for the Project, provided that by that time the full dossier of the relevant tender is submitted to
the Court of Auditors. Otherwise, the Parties will cooperate to find the best possible solution for the utilization
of the specific area by 31.10.2021. Subsequently, through the letter of HRADF dated 25.10.2021, the Company
was informed that on 22.10.2021 the additional supporting documents of the tender for the granting of a
Annual financial report for the year ended 31 December 2021
8
casino license were submitted by the Gaming Supervision and Control Committee to the Court of Auditors.
Therefore, as provided in the Memorandum of Understanding, the casino operation continues to be part of the
Company's Business Plan for the Project and the Company expects the completion of the relevant tender and
the granting of the casino operating license. Finally, as it results from the announcement of 22.12.2021 of
GSCC, with Act no. 647/2021 of the Court of Auditors, which was notified to it on the same day, the Court of
Auditors ruled that: “The signing of the draft contract with the object of "Granting a Casino Business Operating
License for a wide range of activities at the Metropolitan Pole of Elliniko - Agios Kosmas" is not hindered.”
Following this development, GSCC, in collaboration with the Tender Execution Committee, is in the process of
completing the formalities and actions that remain to complete the conclusion of the concession agreement
and the granting of the relevant license.
Preliminary / preparatory works
The Company has already carried out a variety of precursors / preparatory works in relation to the project of
Elliniko. This is reflected in the significant increase in project costs in 2021 (€ 32m costs, capital costs and
infrastructure costs of € 42m, compared to € 9m and € 12m in 2020 respectively). Examples include:
• The studies (a) for the main phase of construction of the infrastructure, (b) for the Metropolitan Park and
the sports facilities, (c) for the regeneration and configuration of the beach have been completed.
• They are in progress (in various stages) the studies of the Marina Residence Tower, of the developments
within the Business Center ("Commercial Hub") in the area of Vouliagmeni Avenue, of the commercial
development in Marina Agios Kosmas and other residential developments on the coastal front.
Regarding the demolition works of specific buildings, at the end of May 2022, 80% of the total volume of
buildings to be demolished will be completed, necessary for the immediate start of infrastructure projects. The
remaining 20% of the volume of the buildings will be demolished during the construction of the infrastructure
of the First Phase of the project.
In addition, in December 2021 the Company selected the consortium of internationally renowned and
experienced companies Mace and Jacobs as the contractor for the role of Project Management Consultant for
Buildings.
On 31.03.2022 the Group had undertaken and had not performed capital obligations for services such as
architectural studies, project management as well as construction contracts amounting to € 94.5 million for
the project of the development of the property in Elliniko, while until the reporting date the amount of of
corresponding capital liabilities amounted to 50.8 million (see note 31 of the consolidated and corporate
financial statements for the year ended December 31, 2021).
Infrastructure Works
The Company announced on 11.03.2022 the nomination of the AVAX SA group. as the Main Contractor for the
infrastructure construction projects of the First Phase of the project. The relevant works have started and will
continue until September 2025 with the gradual delivery of the relevant infrastructure projects. The
infrastructure projects include the extensive road network, including the undergrounding and the flyover
junction of Poseidonos Avenue, as well as the construction of utility networks to serve all the developments
envisaged during the first phase of the project.
Business Agreements
According to the Business Plan for the development of the project Ellinikon, the Group has signed agreements
and memoranda of understanding (MOUs) with third parties, in order for them to proceed with the
development of specific real estate inside the Metropolitan Pole of Ellinikon – Agios Kosmas through the
acquisition and the construction of offices, commercial shops and tourist activities or residential houses.
Specifically, the Company announced the below mentioned important agreements:
On 22.06.2021 the Company announced the signing of a strategic cooperation agreement with the company
FOURLIS. This cooperation concerns the implementation by the company FOURLIS of a unique Retail Park
("Retail Park"), with a size of 30,000 sq.m., consisting of large stores ("Big Boxes"). The Retail Park will be
developed within the development of the state-of-the-art new generation shopping center in Elliniko, in the
area of Vouliagmeni Avenue, which will be completed during the first five-year implementation phase of the
Elliniko project. The total investment for the creation of Retail Park is estimated at €55m, while the purchase
cost, by the company FOURLIS, of shared properties and the corresponding percentage of co-ownership on
the part of the building block in which the shopping center will be developed, amounts to €30m.
Annual financial report for the year ended 31 December 2021
9
On 14.07.2021 the Company announced the signing of an agreement with Piraeus Bank S.A., the first
agreement related to office space following the transfer of the shares for the purchase HELLINIKON S.A.. The
agreement, as reflected in the relevant Memorandum between the two parties, concerns the purchase by
Piraeus Bank of offices space totalling 40,000 sq.m., for the future relocation of the Bank's headquarters in
the state-of-the-art Commercial District in the Vouliagmeni Avenue, which will be developed by the Company
in the Ellinikon. The development of the above properties of high standards is undertaken by the Company.
The development will be completed within the first five-year implementation phase of the investment in
Ellinikon, i.e. in 2025. The total value of this transaction amounts to €147m.
In December 2021, a Memorandum of Understanding (MoU) was signed with Eurobank SA. under which the
parties will consider the acquisition by Eurobank SA. of a plot (area of approximately 18mm sq.m.), located
within the Business Center ("Commercial Hub") in the area of Vouliagmeni Avenue, in which a tall building
(tower) will be developed, under the supervision and construction management of ELLINIKO SA of pure use
of offices with a total area of 40,000 sq.m.
In January 2022, a Framework Agreement was signed with a company of the BROOK LANE CAPITAL group for
the development of a state-of-the-art mixed use tower ("Mixed Use Tower"), inside the Business Center
("Commercial Hub") in the area of Vouliagmeni Avenue. The Mixed Use Tower will consist of office space, a
luxury hotel and residences. The development will be done through a special purpose company, in the share
capital of which a company of the BROOK LANE CAPITAL group and ELLINIKO SA will participate, at a rate of
70% and 30% respectively. The total investment is estimated at € 200m.
Customer Deposits for the future purchase of Residential developments
Regarding the reservations of houses-apartments for the future acquisition of apartments on the Residence
Tower of Marina and the Coastal Front plots for the construction of villas, the potential future income
corresponding to the deposited customer advances to date far exceeds the initial estimate.
The Group has collected for the reservation from potential buyers of houses and apartments that are to be
built, based on the approved business plan on the coastal front, a total of € 22.7m. until 31.12.2021.
For the apartments of the Marina Residence Tower, customer deposits have already been submitted for
approximately ¾ of the selling area, which correspond to potential future revenues of € 374m, upon completion
of the respective sales.
Regarding the Villas, customer deposits have been submitted for all the plots, with the respective potential
future revenues from the sale of the plots being estimated at € 190m, upon completion of the respective sales.
The construction costs are borne by the buyers of the plots, while the plans and the supervision of the
construction by ELLINIKO SA.
For the complexes of luxury houses / apartments (condos) on the coastal front, the relevant contacts with
interested buyers began at the end of February 2022, with the interest being particularly strong on their part.
Despite the short duration of contacts with potential buyers, customer deposits have already been submitted,
corresponding to potential future revenues of € 42m, which represent approximately 15% of the total
estimated future income from these residential developments.
Financing for the development of the Property of Ellinikon
The Company, on 27.01.2020 signed with “Eurobank SA” and “Piraeus Bank S.A.” the “Heads of Terms”
regarding the bank financing intended to cover part of the capital to be invested by the Group during the first
5 years of the Property development.
On 07.04.2021, the Company signed with the aforementioned banks an agreement for the update of the “Head
of Terms”. The update emanated from the gradual evolution and maturity of the Company’s plans regarding
the envisaged projects and investments during the first five years of the Project. The aforementioned bank
financing agreement includes:
(a) the financing of infrastructure and other developments’ works during the first five years of the Project
(Phase A), as well as the financing of V.A.T., with a bond loan of up to €442m to be issued by HELLINIKON
S.A. (plus an amount of up to €100m for financing of recoverable V.A.T. cost), with a duration of 10 years
from the Transfer Date;
(b) the financing of the commercial development on Vouliagmenis Avenue (Vouliagmenis Mall), as well as the
financing of V.A.T., with a bond loan of up to €415m to be issued by a special purpose vehicle controlled by
LAMDA DEVELOPMENT S.A. (plus an amount of up to €86 million for financing recoverable V.A.T. cost), with
Annual financial report for the year ended 31 December 2021
10
a duration of 6 years from the first drawdown (with the possibility of the issuing company to extend the
maturity for an additional 5 years, reaching 11 years in total from first loan drawdown); and
(c) the financing of the commercial development within the Aghios Kosmas marina (Riviera Galleria), as well
as the financing of V.A.T., with the issuance of a bond loan of up to €102 million to be issued by a special
purpose vehicle controlled by LAMDA DEVELOPMENT S.A. (plus an additional amount of up to €19m for
financing of recoverable V.A.T. cost), with a duration of 5 years from the first drawdown (with the possibility
of the issuing company to extend the maturity for an additional 6 years, reaching 11 years in total from the
loan first drawdown) and in conjunction with the financing mentioned in points (a) and (b) above,
(d) the issuance of a letter of guarantee of €175m, to secure the fulfillment of LAMDA DEVELOPMENT S.A.
obligations to cover any cost overruns of Phase A of the Project, as well as to cover any shortfall in sales
and/or assets exploitation intended to finance Phase A of the Project budget.
Regarding the (a) above, HELLINIKON S.A. signed on 06.04.2022 with the banks "Eurobank S.A." and "Piraeus
Bank S.A." the bond program and subscription agreement for the financing of infrastructure and other
developments’ works of Phase A of up to €394m, as well as for the financing of V.A.T. (additional amount up
to €100m), with a duration until the completion of 10 years from the Date of Transfer, a fact that covers its
revised needs. Regarding, (d) above, LAMDA DEVELOPMENT S.A. signed on 06.04.2022 the relevant
contractual documents.
Regarding the (b) and (c) above the Company is still in progress to finalize the contractual agreements with
the mandated lead arranger banks.
In addition, within the context of the Agreement, a letter of guarantee was issued by "EUROBANK S.A." and
delivered to the HRADF as security for the deferred payment amount. More specifically, on the Transfer Date
(25.06.2021), the subsidiary "HELLINIKON GLOBAL I S.A.", the Buyer, as provided in the Agreement, issued
a Deferred Payment Bond in favor of the HRADF for an amount equal to the present value of the deferred
payment amount, i.e. an amount of €347,2m, calculated according to the terms of the Agreement. The
abovementioned amount of the Deferred Payment Bond will be recalculated annually, on each Transfer Date
anniversary, in accordance with the provisions of the transfer agreement, with a maximum amount of €
347,2m.
Furthermore, in order to secure the above Deferred Payment Bond, the Company signed on 24.06.2021, with
"Eurobank S.A." as a Bondholder Agent and with "Eurobank S.A." and "Piraeus Bank S.A.", as lenders, a bond
loan of up to €347,2m ("Bond Loan"), which can be issued and covered over a period of 10 years and 6
months. As a security of the abovementioned Bond Loan, the Company granted a cash collateral of €167m,
which will be released for the payment of the 2nd installment of "HELLINIKON S.A." Shares Acquisition Price
on the 2nd anniversary of the Transfer Date and an additional amount of €210m for the payment of the initial
share capital of the special purpose vehicles that will be established for the commercial development on
Vouliagmenis Avenue (Vouliagmenis Mall) and the commercial development within the area of the marina of
Aghios Kosmas (Riviera Galleria).
It is noted that the floating interest rate of all financings and the margin has been determined on standard
market terms. In the context of the financings, which are foreseen to be governed by Greek law, and to secure
their repayment, the provision of collateral rights is provided, which is common in such project finance as, for
example, establishment of mortgage on assets (of HELLINIKON S.A. and of the above-mentioned special
purpose vehicles, which will carry out the commercial developments Vouliagmenis Mall and Riviera Galleria),
restrictions on distributions to shareholders pertaining to each loan, pledge of the shares of the borrowing
subsidiaries and pledge of part of the receivables and sources of revenue from the operation of the Project, as
well as on the receivables from the Share Purchase Agreement. Furthermore, regarding the financing of the
projects of the first five years, a specific mechanism is envisaged for the control and use of the proceeds from
the sales of assets, and amongst other things, the use of a part of them to finance the Project budget.
Significant developments related to the existing Investment Portfolio
The Company on 16.03.2021 agreed to acquire from IMO Property Investments AD Beograd the remaining
20.01% of the shares of Singidunum-Buildings DOO, which until now owned 79.99% of the shares of
Singidunum-Buildings DOO through the subsidiary LAMDA Development (Netherlands) B.V..
Upon completion of the transaction on 16.03.2021, LAMDA DEVELOPMENT S.A. becomes the sole shareholder
and acquires the control of Singidunum-Buildings DOO, through the control of the subsidiary LAMDA
Development (Netherlands) B.V.. Following the above, Singidunum-Buildings DOO is consolidated by the
method of full consolidation in the financial statements of the Company.
The Company announces on 18.05.2021, that its wholly-owned subsidiary LAMDA Estate Development
S.M.S.A. proceeded on 17.05.2021 to the signing of an agreement for the sale of two (2) land plots in Spata,
Annual financial report for the year ended 31 December 2021
11
Attica region, of an aggregate area approx. 85,000 sqm, for a total price consideration of €14m. The
transaction consideration stands at approximately 7% premium compared to the fair value of the land plots
as of 31.12.2020.
The Company announces, that it proceeded on 05.05.2021 to the signing of a contract with the company
Prodea Real Estate Investment Company Societe Anonyme (“Prodea Investments”) for the sale of all shares
held in the 100%-owned subsidiary LAMDA ILIDA OFFICE S.M.S.Α (the “Subsidiary”). The said sale of the
shares was completed on 17.12.2021 with no significant impact in the Group’s financial results. The final
transfer of this property was completed on 11.03.2022.
Due to the above-mentioned transactions, the total assets and liabilities related to the company LAMDA ILIDA
OFFICE S.M.S.A. and the joint venture LAMDA AKINITA S.A. are presented according to IFRS 5 in the
Statement of Financial Position of the Group on 31.12.2021 as "Assets classified as held for sale" and "
Liabilities directly associated with assets classified as held for sale" respectively. For information, please see
note 9 of the consolidated and company financial statements for the year that ended on 31.12.2021.
In December 2021 the Company agreed to sell the percentage (50%) of the shares held in the joint venture
LAMDA AKINITA S.A. for a price of €2.58m with no significant impact in the Group’s financial results. LAMDA
AKINITA S.A. owns a plot of land on Viltanioti Street in Kato Kifissia. The transaction was completed on
01.02.2022.
Shopping Malls: Impact of the COVDI-19 pandemic
The COVID-19 pandemic continues to adversely impact the activities of the Shopping Malls and in 2021.
Shopping Malls FY2021 EBITDA were approximately €19m lower compared to 2019 (pre-pandemic), on
account of the suspension of their operations, the legal provision for rent discounts to shopkeepers/tenants
as well as the restrictive measures to their operations, aimed at preventing the spread of the pandemic.
Shopping Malls FY2021 EBITDA registered a significant increase of c.€8.5m vs. FY2020, achieving accelerated
recovery rates, especially in H2 2021, towards the pre-pandemic (2019) levels.
Shopping Malls EBITDA in Q4 2021 reached €14m, compared to €5m in the respective period in 2020. Noting,
however, that during November and December 2020 Shopping Malls remained practically closed, thus
rendering any comparison between the periods practically meaningless. Worth highlighting that Shopping Malls
Q4 2021 EBITDA were marginally lower (€2.5m) than the historically high operating profitability rates of the
corresponding period in 2019, despite the adverse market conditions due to the emergence of a new, more
contagious, variant (Omicron) of the coronavirus and the implementation of stricter measures to prevent the
spread of the pandemic.
Despite the lift of the restrictive measures click-inside/click-away to the retail trade operations since mid-May
2021 (15.05.2021), the emergence of a new, more contagious, variant (Omicron) of the coronavirus, forced
the authorities to re-implement measures to prevent the spread of the pandemic, which have adversely
impacted the entire retail trade. During November-December 2021, a slowdown in the recovery rate to pre-
pandemic levels (2019) for both tenants’ sales and footfall in our Shopping Malls was evident.
The Group continues to carefully monitor the events regarding the spread of coronavirus COVID-19. Until
today, the Group has taken precautious measures for the safety of its employees and visitors of the Shopping
Centers, in compliance with obligations as imposed each time by the official competent authorities.
The Management of the Company has carried out all the necessary analyses in order to confirm its cash
adequacy at the level of the Company and the Group. The Group's cash flow is sufficient to ensure that its
contingent obligations are met, taking into consideration the recent progress regarding the financing of the
development of Ellinikon project (note 18). In addition, according to estimates, the main financial covenants
of the Group's loans will continue to be satisfied.
Annual financial report for the year ended 31 December 2021
12
D. PROSPECTS, SIGNIFICANT RISKS FOR THE YEAR 2022
Impact of the COVID-19 pandemic
The COVID-19 pandemic continues to adversely impact the global as well as domestic economic activity but
at slower pace. Governments proceeded on vaccination programs, containment measures are imposed when
necessary, while a number of fiscal actions emerged, in European Union and in Greece, intended to mitigate
potential negative economic impacts. In 2021 it has adversely impacted sectors of the Greek economy that
are related to the Group activities, such as the retail trade. However, at global as well as at domestic level
there is a gradual lift of measures that were imposed for the to prevent the spread of the pandemic as a crucial
level of immunity is achieved. The Group continues to carefully monitor the events regarding the spread of
coronavirus COVID-19. The extent to which the Group will be affected by COVID-19 in the next quarters of
2022 will largely depend on the possible future developments of the pandemic. Until today, the Group has
taken precautious measures for the safety of its employees as well as it has acted immediately in compliance
with obligations as imposed each time by the official competent authorities.
Impact from inflationary pressures and the energy crisis (war in Ukraine)
In the context of the inflationary pressures observed in international markets as well as in Greece, the
Company’s rental income is mostly inflation adjusted, linked to an adjustment clause in connection to changes
in the consumer price index (CPI). The said adjustment clause is translated into a 1.5-2 percentage points
margin over the officially announced consumer price index.
Increasing energy costs, a trend observed recently in the international markets as well as in Greece, have not
adversely impacted the Shopping Malls’ operating expenses in FY2021, on account of the “locked” energy
prices based on agreements with the respective providers for the entire 2021 and until the expiration of such
contracts at the end of April 2022. Under the existing contracts, the annual variable energy cost for the
Shopping Malls amounts to c.€2m. The majority of the said expenses relate to the common areas in the
Shopping Malls, which are undertaken by the shopkeepers/tenants. Group LAMDA Development will soon
proceed to an open tender, aimed at covering its electricity energy needs. In view of the very high prices in
the wholesale electricity market, the Group examines all available options to reduce the burden for itself as
well as for its customers/partners in its properties. Finally, the Group will intensify its actions for the
implementation of eligible "green" energy investments in order to reduce future energy costs by reducing its
dependence on traditional energy sources.
Regarding the Ellinikon project, the business plan includes forecasts of increase in construction costs based
on the international valuation standards RICS (Royal Institution of Chartered Surveyors) as well as inflation
forecasts. It should be noted that Ellinikon's project is in its initial phase and any increases in construction
costs as well as inflationary pressures can be offset by future value adjustments.
In relation to the war in Ukraine and the current geopolitical developments, it is worth highlighting the
following: (a) the Company does not own subsidiaries and/or other investments in Russia/Ukraine, (b) in the
Shopping Malls there are no shopkeepers/tenants originated from the said countries and (c) there are no
customers from said countries who have submitted deposits for the future purchase of both apartments on
the Marina Tower and land plots for Beach Villas.
The Company's Management closely monitors and evaluates the events in relation to the war in Ukraine to
take the necessary measures and to adjust its business plans (if required) in order to ensure business
continuity and limitation of any negative effects on the Group's activities. At this stage it is not possible to
predict the general impact that may have on the financial status of the Group's customers a prolonged energy
crisis and increase in prices in general. Based on its current assessment, it has concluded that no additional
provisions for impairment are required for the Group's financial and non-financial assets as at 31 December
2021.
Fluctuations in property values
Fluctuations in property values are reflected in the income statement and balance sheet according to their fair
value. An increase in yields would have a significant impact on the Group’s profitability and assets not only for
the existing Shopping Malls but also for part of the assets (Investment Property) of the HELLINIKON S.A. In
addition, the complete impact of the consequences of the economic situation and the effects of a prolonged
crisis in Ukraine as well as of the spread of coronavirus COVID-19 may affect the value of the Group’s
investment property in the future.
Annual financial report for the year ended 31 December 2021
13
However, due to the successful performance of Shopping and Leisure Centers “The Mall Athens”, “Golden Hall”
in Maroussi and “Mediterranean Cosmos” in Pylaia Thessaloniki, their market value is less likely to be reduced.
In this context, we note that despite the existing factors of increased uncertainty, the values reported provide
the best estimate for the Company’s investment property.
Credit risk
Credit risk is managed on Group level. Credit risk arises from credit exposures to customers, cash and cash
equivalents, as well as restricted cash.
Regarding Group revenue, these are mainly deriving by customers with an assessed credit history and credit
limits, while certain sale and collection terms are applied.
Revenue will be significantly affected in case customers are unable to fulfil their contractual obligations due to
either downsizing of their financial activities or weakness of the local banking system.
However, the Group on December 31, 202 has a well-diversified tenant mix consisting mainly of well-known
and reputable companies. The customers’ financial condition is monitored on a recurring basis. The Group
Management considers that there is no substantial risk for doubtful debts, other than those for which sufficient
provisions have already been recognized. In addition, customers' credit risk is significantly reduced due to the
Group's policy of receiving bank letters of guarantee from tenants.
Taking into account the impact of the COVID-19 pandemic, the Group and the Company have also included
the increase in credit risk to customers whose activities have been adversely affected, as well as to customers
whose repayment capacity of their contractual obligations presented a greater risk, in the provision for
expected credit losses.
Total value of trade and other receivables is the maximum exposition to the credit risk.
The deposits and cash of the Group and the Company are rated in Moody’s. At 31.12.2021 the Group’s cash
and cash equivalents are concentrated mainly in 3 bank institutions in Greece higher than 10%, which shows
significant concentration of credit risk. No significant credit losses are anticipated in view of the credit status
of the banks that the Group keeps current accounts.
Foreign exchange risk
The Group operates mainly in Greece and the Balkans and is therefore exposed to foreign exchange risk arising
from various currencies. The majority of the Group's transactions are carried out in Euro. Foreign exchange
risk arises from future commercial transactions as well as the assets, liabilities and net asset value of
investments operating in foreign countries.
The Group’s stable policy is to avoid purchasing foreign currency in advance and contracting FX future
contracts with external counter-parties, as well as FX hedging.
The Group has participations in subsidiaries that operate abroad which equity is exposed to foreign exchange
risk at the conversion of their financial statements for consolidation purposes. Also, the Group’s operations
outside Greece do not include material commercial transactions and therefore there is not a significant foreign
exchange risk. In relation to the operations outside Greece, the most significant operations take place in Serbia
where the foreign exchange rate historically does not show considerable changes and most of the Group’s
transactions are conducted in Euro.
Interest rate risk
The Group’s interest rate risk derives mainly from bank loans with floating interest rates based on Euribor.
The risk is partially hedged with cash held at floating rates.
The Group analyses its interest rate exposure and manages the interest rate risk through refinancing, renewal
of existing loans, alternative financing and hedging.
Inflation risk
The Group is exposed to fluctuations in demand and offer of real estate in the domestic market which are
affected by the macroeconomic developments in the country and the developments in the domestic real estate
market (including inventories of the Ellinikon project). Any extreme negative changes of the above may have
a corresponding negative impact on business activity, operating cash flows, fair value of the Group's
investment property, and in equity.
Annual financial report for the year ended 31 December 2021
14
Decrease in the demand or increased offer or shrinking of the domestic real estate market could adversely
affect the Group's business and financial condition, as well as negatively affect the Group's investment property
occupancy, the base consideration of commercial cooperation contracts, the level of demand and ultimately
the fair value of these properties. Also, the demand of spaces in the Group’s investment property may decrease
due to the adverse economic condition or due to increased competition. The above may result to lower
occupancy rates, renegotiation of commercial cooperation contracts terms, higher costs required for entering
into commercial agreements, lower revenue from base remuneration, as well as lower term commercial
cooperation contracts.
The Group enters into long term operating lease arrangements for a minimum of 6 years, and the lease
payments are adjusted annually according to the Consumer Price Index plus margin coming up to 1,5-2%.
Liquidity risk
Existing or future risk for profits and capital arising from the Group's inability to either collect overdue debts
without incurring significant losses or to meet its obligations when payable, since cash outflows may not be
fully covered by cash inflows. The Group ensures the required liquidity in time to meet its obligations in a
timely manner, through the regular monitoring of liquidity needs and debt collection from tenants, the
maintenance overdraft accounts with systemic banking institutions and the prudent management of cash. The
liquidity of the Group is monitored by the Management at regular intervals.
As at 31.12.2021, the short-term bank bond loans mainly include the bank bond loan of the subsidiary
SINGIDUNUM-BUILDINGS DOO, with the credit institutions "Eurobank Cyprus Limited", "Alpha Bank S.A." and
"Direktna Banka AD Kragujev", outstanding balance €30,0m on 31.12.2021, expiring on 30.06.2022. The
Group is in the process of refinancing this loan. Also, the subsidiary L.O.V. S.M.S.A. ("LOV") signed on
23.06.2020 with the credit institution under the name "National Bank of Greece A.E." ("NBG") program and
coverage agreement for the issuance of a bond loan of up to €220m, lasting seven years with three distinct
series. As at 31.12.2021 the short-term part of this loan amounts to €5,4m. Finally, the joint bond loan of
LAMDA FLISVOS MARINA A.E. with Piraeus Bank maturing on 30.11.2022 had a balance of 31.12.2021 €4,7m.
This loan was repaid in full within the first quarter of 2022.
Management based on the current levels of cash and forecasts for future cash flows is convinced that the
Group and the Company will generate sufficient cash flows from their ongoing activities as well as from their
financing activities to adequately meet future working capital and other cash needs. The Group and the
Company have a good reputation, significant creditworthiness and an excellent and constructive relationship
with the financial institutions that finance them, events that facilitate the negotiations regarding the
refinancing and the provision of additional funds to fulfill seamlessly their investment plan, as evidenced by
recent developments regarding the financing of the development of the investment in Ellinikon.
External Factors
The Company has investments mainly in Greece, and to a much lesser extend in Serbia, Romania and
Montenegro. The Group can be affected by external factors such as political instability, economic uncertainty
and changes in local tax regimes.
On a macroeconomic level, focusing mainly on Greece, early repayment of the Greek Loan Facility to IMF
signals some confidence to the financial markets, reflecting the successful implementation of reform
commitments. Additionally, positive prospects are reinforced by the funds of the EU Resilience and Recovery
Fund that are expected to foster economic growth through structural investments. However, the disposable
income and private consumption in turn are affected by the current economic conditions in Greece, such as
the GDP, unemployment, inflation and taxation levels. As such, a potential deterioration of the aforementioned
indicators together with a decline in economic sentiment and/or consumer confidence, could result in a
decrease of the spending activity of the Group’s customers.
The Company's Management closely monitors and evaluates the events in order to take the necessary
measures and to adjust its business plans (if required) in order to ensure business continuity and limitation of
any negative effects on the Group's activities.
It is worth pointing that the Company has constituted a Risk Management Unit (RMU). The aim of the RMU is
to strengthen the risk management culture, while its mission is to make a substantial contribution to the
development of a modern operating framework at all organizational levels, to identify, assess and manage the
risks faced by the company. RMU ensures that the risks taken by the company's units comply with the risk
appetite and tolerance limits set and shaped by the senior management.
Annual financial report for the year ended 31 December 2021
15
Despite the aforementioned uncertainties, the Group’s operations continue without any disruption. However,
Management is not able to accurately predict the likely developments in the Greek economy and its impact on
the Group activities.
The financial risk factors are disclosed in note 3 of the annual consolidated and company financial statements
for the year that ended on 31.12.2021.
E. PENDING LITIGATION
THE MALL ATHENS
With regard to the legal issues relating to the particular investment, the following should be noted:
1. Α petition for annulment had been filed before the Council of State, relating to the area where the Maroussi
Media Village (or “Olympiako Chorio Typou”) and the Shopping Center "The Mall Athens" were built, whose
legal owner is the Company’s subsidiary “L.O.V. S.M.S.A.” (hereinafter, “L.O.V.”). Said petition directly
contested the validity of Law 3207/2003, which was in lieu of the building permit for all the buildings
constructed on this particular area. The Council of State, by means of the decision No. 376/2014 of its Plenary
Session, identified irregularities of a procedural nature in the issuance of the licenses required for the project,
as incorporated in Law 3207/2003. Given the nature of said irregularities, LOV proceeded to initiate the
procedure required further to the issuance of the said decision. In this context, a presidential decree was
issued on 24.02.2020 (GG D’ 91), approving the Special Spatial Plan, the Strategic Environmental Study and
the Detailed Street Plan for the wider area (the former Maroussi Media Village). Pursuant to the provisions of
the said presidential decree, the building permit of the Shopping Center “The Mall Athens” was issued on
30.07.2021, which safeguards the full and unhindered operation of the Shopping Center.
2. Additionally, LOV had to pay for the transfer of specific real property in the past (on 2006), property transfer
tax of approximately €13,7m, reserving its rights with regard to this tax and finally taking recourse to the
administrative courts against the silent rejection of its reservations by the competent Tax Authority. In 2013
the said recourse was accepted in part and the re-calculation of the owed property tax was ordered, which led
to the returning to LOV of an amount of approximately €9,5m. Further to appeals on points of law filed by
both parties, the Council of State rejected LOV’s appeal and accepted the Hellenic Republic’s appeal;
consequently the case was referred back to the Administrative Court of Appeals, which initially postponed the
issue of a final decision and obliged the parties to adduce evidence for the determination of the market value
of the property; after resuming hearing of the case, the Administrative Court of Appeals finally rejected the
recourse, determined the taxable value of the property and obliged the competent Tax Authority to re-calculate
the transfer tax due upon the new taxable value. Following this decision, LOV had to pay transfer tax of
approximately €16,3m. An appeal on points of law has been filed before the Council of State and is estimated
by the legal counsels of the Company to have high chances of success. In specific, grounds of appeal
challenging re-calculation of transfer tax upon the market value of the property, to the extent it exceeds the
objective value, are expected to succeed with very high probability.
GOLDEN HALL
With regard to the legal issues relating to the particular investment, the following should be noted:
Public (already private) law entity under the trade name “Hellenic Olympic Committee” (“HOC”) has filed a
lawsuit against the Public Real Estate Property Company S.A. (“ETAD”). By means of the said lawsuit, the HOC
claims to be entitled to, and therefore to be granted, the use, management and exploitation of a plot of land
of its ownership in which the International Broadcasting Centre (“IBC”) is built. The HOC also claims ETAD to
be declared as liable for an overall amount of 90,784,500 Euros, which is alleged to have been the lease price
paid by the company under the trade name “LAMDA DOMI S.M.S.A.” (“LAMDA DOMI”) to ETAD (and its
predecessor “HELLENIC OLYMPIC REAL ESTATE S.A”) for the period 30.04.2007-30.06.2019. The said lawsuit
is based on the alleged by the HOC contravention of Article 35 of Law 3342/2005 to Article 17 of the
Constitution and more specifically on the allegation that the delegation of use, management and exploitation
deprives the HOC from its right to use the plot and benefit therefrom as its rightful owner. Pursuant to an
impleader by ETAD, LAMDA DOMI filed a “supporting intervention” in favor of ETAD. Pursuant to the hearing
of the case on 13.05.2021, decision No. 2374/2021 of the Multi-Member First Instance Court of Athens was
issued. By means of said decision, the HOC’s lawsuit has been dismissed.
For the afore mentioned pending litigation of the Group, we should clarify that there is no reason under IAS
37 for recognizing provisions as according to the relevant opinion of the Group’s companies’ legal advisors and
the Management’s estimations, it is not considered as likely that resources will be required to settle these
cases.
Annual financial report for the year ended 31 December 2021
16
F. RELATED-PARTY TRANSCATIONS
The related-party transactions according to IAS 24 of the Company and the Group are disclosed in
the note 33 of the consolidated financial statements for the year ended on 31 December 2021. It
is noted that the transactions with the related parties are intra-group transactions and there are
not significant transactions with related parties outside Group.
G. NON-FINANCIAL POSITION OF THE GROUP
ENVIRONMENTAL ASPECTS
For the Company, environmental and social responsibility is a key aspect in every business and commercial
venture, taking into account the importance of the rational use of all.
Shopping and Leisure Centers
Carefully planned, with modern architectural design and model support services, Golden Hall, The Mall Athens
and Mediterranean Cosmos shopping centers aim to ensure that they all operate in an environmentally friendly
way that promotes sustainable development and responsible entrepreneurship. More specifically, Building
Management Systems (BMS) are in place in all shopping centers to control lighting and air conditioning,
optimizing energy consumption and maximizing energy efficiency. Furthermore, modern waste management
practices and processes are used, focusing on recycling (five flows division - material categories – recycling).
Similarly, used oils and fats are collected from the health centers of the shopping centers by authorized
companies, thus avoiding their pouring in the sewerage network. Hygiene stores keep stringent specifications
by installing filter arrays in ventilation systems to minimize burden on air quality. Air quality in underground
car parks in shopping malls is constantly controlled by a special automatic installation to keep the air at a
constantly permissible level.
Flisvos Marina
At the same time, Flisvos Marina applies ISO 9001: 2008 and ISO 14001: 2004 ISO 9001: 2004 certification
procedures for integrated solid and liquid, the highest distinction from the Yacht Harbor Association's (TYHA)
Gold Anchor Award Scheme. It has also been certified for EFQM Commitment to Business Excellence.
The Hellinikon Project
Finally, the development of the Metropolitan Pole of Elliniko - Ag. Kosmas, with a predominant design
parameter the creation of a Metropolitan Park with a total area of 2,000,000 square meters, will be
characterized by an environmentally friendly design based on the principles of sustainability. In addition, the
upgrade, consolidation and exploitation of the coastal front and the connection between the city and the sea
will constitute an important environmental and social objective of the Integrated Development Plan. The
project involves a model urban development with a very low building coefficient (lower than 0.5) which aims
to create a new life experience including recreation, well-being, culture and, at the same time, the protection
of the natural landscape, the climate and the cultural heritage of the place.
EMPLOYMENT
Human Rights and Equal Opportunities
The Company considers that equal treatment of the employees is the fairer and best way of creating an
environment that ensures an optimal level of performance. Equal treatment policy, without gender, age,
religion or nationality discrimination, exists – without being exhausted - in the fields of recruitment, training,
salaries and dismissals.
The Company is committed to the International Standards for the diversity and equality of opportunities in all
of its employment practices and activities. It provides equal opportunities to all the employees and candidates
regardless of hierarchy levels, race, national or ethnic origin, disability, age, gender, sexual orientation or
religion and explicitly forbids any discrimination that relate to the aforementioned factors.
All decisions related to recruitment, promotion, training, performance evaluation, salaries and benefits, travel,
disciplinary offenses and dismissals are free from any unlawful discrimination.
The constructive exploitation of diversity, respect and the attribute of worthiness of the individual
differentiation as well as the formation of a fair work environment for every employee consists of a core
element for the Company’s achievement of its strategic objectives and its development.
Development and Training Systems
Annual financial report for the year ended 31 December 2021
17
The main purpose of the Company is the development and evolution of its people. Through institutionalized
procedures the best employees who take wider responsibilities or higher positions are highlighted. That
ensures the development of the employees, meritocracy and the Company’s success.
The Company supports its people to learn, develop and achieve their goals and assures them the right of
association. It implements training programs, which all employees can participate in, aiming to the
improvement of their skills, their constant professional development and their better respondence to the
fulfillment of the Company’s objectives.
Performance evaluation is a key tool for the development of employees’ skills and career management as well
as the recognition of the work and the contribution in cases of fulfilling satisfactory operating results.
Health and Safety
The formation of an environment of health and safety in the workplace, through a coordinated effort of
management and personnel, consist of a basic priority of the Company since they effectively contribute to the
development and progress of the Company. For this reason the Company continuously invests on this sector.
The Company takes the following main measures:
• It conducts risk reviews in health and safety matters
• It conducts systematic measurements to the air quality, the noise level and the suitability of
brightness in its premises
• It has drafted an office evacuation draft and has created special groups of employees who are in
charge of the implementation of the plan and conducts evacuation tests of the buildings twice a
year.
• It trains and informs regularly the employees on matters of fire safety, emergency situation
management, provision of first aid (there is a special group trained and certified in KARPA and the
use of defibrillators that exist in the Company’s buildings.
Branches
Group’s branches consist of the shopping centers “The Mall Athens” and “Mediterranean Cosmos” located at
Maroussi, A. Papandreou str. 35 and at the 11th km of the National Road Thessaloniki – Neon Moudanion
respectively, as well as Agios Kosmas Marina at the area of Hellinikon, Attica.
Annual financial report for the year ended 31 December 2021
18
H. CORPORATE GOVERNACE DECLARATION
This Corporate Governance Declaration constitutes a special part of the Annual Report of the BoD of the
company with the corporate name “LAMDA Development S.A.” (the “Company”) and has been drafted in
accordance with article 152 of Law 4548/2018, article 18 of Law 4706/2020, as well as in accordance with the
Hellenic Corporate Governance Code (“HCGC”) 2021 of Hellenic Federation of Enterprises (“SEV”) and more
precisely in accordance with the Special Practices, which are contained in the GCGC, as well as with Part E,
which refers to the Corporate Governance Declaration.
A. Corporate Governance Code
The Company has adopted the HCGC of the Hellenic Corporate Governance Council, as it was
updated in 2021. HCGC was adopted by virtue of decision of the meeting of the Board of
Directors of the Company which took place on 16.7.2021. HCGC has been uploaded on the
internet site of the Company (www.lamdadev.com).
Α.1 Non-compliance with HCGC and explanation of the reasons of such non-
compliance
The Special Practices (“SP”), which are governed by the principle “Comply or Explain” and with
which the Company does not comply together with the reasons for non-compliance are listed
in the table below:
SP
Description of SP
Explanation for non-compliance reasons
2.4.13
The maturity of the
preemptive rights is
defined for a period
not less than three (3)
years from the date of
their granting to the
executive members of
the Board of Directors.
The Stock Option Plan for the Members of the Board of
Directors, which is in progress, was approved by virtue of a
decision of the Extraordinary General Meeting of the
Company’s shareholders dated 22.12.2020.
The Stock Option Plan provides that the initial preemptive
rights become mature after a period of two (2) years and the
beneficiary can exercise his preemptive right at a percentage
of 50% the maximum.
It also provides that after three (3) years the beneficiary can
exercise his preemptive rights at a maximum percentage of
the remaining 50%.
Given that HCGC came into force from the entry into force of
articles 1 to 24 of Law 4706/2020, i.e. on 17 July 2021, the
Company did not have enough time in order to take all
necessary actions for the amendment of the above
mentioned Stock Option Plan, whose terms require a
decision of the General Meeting of the shareholders, in order
to be in compliance with the provided SP.
The Company will make all necessary amendments within
the fiscal year of 2022.
7.6.
To the extent that
shareholders'
questions on items on
the agenda are not
answered during the
On the basis of the existing practice of the Company, the
questions of the shareholders regarding the issues of the
agenda of the General Meeting are answered, mainly, during
the General Meeting.
Annual financial report for the year ended 31 December 2021
19
Β. Internal regulation
The Company has an Internal Regulation (hereinafter the "Regulation"), which was prepared in
accordance with the regulatory decisions of the Hellenic Capital Market Commission and of Law
4706/2020 on the corporate governance of sociétés anonymes with shares listed on the Athens
Stock Exchange.
The current review of the Regulation entered into force with the approval of the Board of
Directors (“BoD”) of the Company at its meeting dated 16/07/2021 and amended at BoD
meeting at 06.04.2022. Summary of the Regulation is uploaded on the website of the Company
(www.lamdadev.com).
The contents of the Regulation are in compliance with the minimum obligatory contents as
provided by paragraph 3 of article 14 of Law 4706/2020. The Regulation is based on the
Company's current organizational chart, it corresponds to its size and object and contains
binding provisions regarding the powers and responsibilities of the Company's administrative
bodies and top management.
The Regulation contains among others the following:
• The structure of the Company's departments - divisions - units, committees, as well as the
responsibilities of their heads and the lines of their reference.
• The main characteristics of Internal Control System, i.e. of the Internal Control
Department, of the Risk Management Unit and of Compliance Unit.
• The recruitment processes for Senior Executives of the Company and their performance
meeting, the company
shall provide a
procedure for
submitting the
relevant answers.
Furthermore, the Company has a platform on its website
(https://www.lamdadev.com/en/investors-
information/investor-relations-contact.html), which is freely
accessible and can be used by the shareholders to ask any
questions, before as well as after the General Meeting.
The Company intends to record (in the form of a policy /
procedure) the existing practice regarding the receipt of any
questions and the submission of the relevant answers, in
case the questions of the shareholders regarding issues of
the agenda are not answered during the General Meeting.
Following its approval by the competent bodies of the
Company the relevant policy / procedure will be uploaded on
its website until the end of 2022.
8.5.
The competent
department is that of
investor relations. The
procedures are also
posted on the
company's website.
The Company has a Department of Shareholder Relations
and Corporate Announcements, whose responsibilities are
listed in the section referred to in the General Meeting below
(Paragraph C.4). The Department existed during the fiscal
year 2021 and performed responsibilities related to the
communication, the provision of information and the
provision of services to the Shareholders.
The Department applies practices which, although they have
not been registered and have not been posted on the
Company's website, aim at providing services to the
Shareholders and monitoring the exercise of shareholder
rights.
The Company estimates that the procedures provided in
paragraph 2 of article 19 of Law 4706/2020 will be recorded
and posted on its website by the end of the fiscal year 2022.
Annual financial report for the year ended 31 December 2021
20
evaluation.
• The procedure of compliance of individuals exercising executive duties, as provided by point
25 of paragraph 1 of article 2 of the Regulation (EU) 596/2014 and of individuals which
have close bonds with them, in accordance with the definition of paragraph 14 of article 2
of Law 4706/2020, which include the obligations arising from the provisions of article 19 of
Regulation (EU) 596/2014.
• The procedure of notifying any dependent relationship of the independent non-executive
members of the Board of Directors and of the individuals having close bonds with them.
• The procedure of compliance with the obligations arising from articles 99 to 101 of Law
4548/2018 regarding the transactions between related parties.
• Policies and procedures for the prevention and treatment of conflict of interest situations.
• Policies and procedures of Company’s compliance with the legislative and regulative
provisions which govern its organization and operation, as well as its activities.
• The procedure for the administration of inside information and the correct information of
the public, in accordance with the provisions of Regulation (EU) 596/2014.
• The policy and the procedure for the performance of the periodic assessment of the Internal
Control System, as well as of the implementation of the provisions regarding corporate
governance of Law 4706/2020.
• The procedure for the training of the members of the Board of Directors, of the high rank
executives, as well as of the rest of the executives of the Company, which are involved in
the Internal Control, in the Risk Management, in Compliance and in the Information
Systems.
• The sustainable development policy followed by the Company.
The Purpose of the Regulation is to regulate the organization and operation of the Company in
order to ensure:
• Business class.
• Transparency of business activity.
• Supervision of the Management and in particular the decision-making process.
• Compliance with the legislation and in particular with the obligations laid down for listed
companies.
This Regulation shall be communicated to the Company’s employees, who shall comply with it.
This summary of the Regulation shall be published on the Company's website.
The Regulation operates supplementary to the provision of the Articles of Association of the
Company, as in force as provided by the Minutes of the General Meeting of 10.10.2019 and its
amendment requires simple majority.
C. General Meeting of the Shareholders
The General Meeting is the supreme body of the Company; it is convened by the Board of
Directors and has the authority to decide on all matters that concern the Company.
On the basis of the Company’s Articles of Association, as well as on the basis of paragraph 3 of
article 130 of Law 4548/2018 the following belong to the exclusive competence of the General
Meeting:
• any material change in the Company’s business
• any amendment of Article 2 of the Articles of Association
• the ceasing of operations of any material subsidiaries of the Company
• any agreement by the Company to implement such abovementioned material change
or amendment of Article 2 or the aforementioned ceasing of operations
The General Meeting validly resolves on such matter only if no objections are raised by
shareholders that hold 10% of the Relevant Equity Shares (as defined under article 19 of the
Articles of Association).
The legitimate decisions of a lawfully constituted General Meeting are binding on all, including
the absent or disagreeing, shareholders.
Annual financial report for the year ended 31 December 2021
21
C.1. Shareholder participation in the General Meeting
Every shareholder has the right to participate in the General Meeting, either in person or
through a legal appointed representative, in accordance with the legally provided procedure.
Every shareholder is also allowed to participate and vote at the General Meeting of the Company
that appears with that capacity in the records of the entity that holds the transferable securities
of the Company at the commencement of the fifth (5th) day before the date of the General
Meeting, and, in the case of the Second General Meeting, at the start of the fourth (4th) day
before the date of the Second General Meeting. The exercise of these rights does not require
the blocking of the shares of the holder, nor the observance of any other equivalent procedure.
The shareholder can appoint a representative if he or she wishes. In other respects, the
Company complies with the provisions of Codified Law 4548/2018, as currently in force.
The Company supports and takes care of the participation of the shareholders in the meetings
as well as of the material exercise of their rights to the maximum possible degree. For the
maximum and fully informed participation of shareholders in the General Meeting, the company
sets out mechanisms for the timely publication of the invitation to the General Meeting, which
includes information at least regarding the date, place, proposed agenda and accurate
description of procedures for the participation and voting of shareholders.
The Board of Directors ensures that the preparation and the conduct of the General Meeting of
the Shareholders facilitates the successful exercise of the rights of the shareholders, within the
framework of the provisions of the Articles of Association, as well as their participation in the
General Meeting, especially of the minority shareholders, of the foreign shareholders and those
residing in isolated areas.
C.2. Procedure for participating and voting through a representative
Shareholders may participate in the General Meeting and vote either in person or by proxy.
Each shareholder may appoint up to three (3) proxies and legal entities/shareholders may
appoint up to three (3) individuals as proxies. In cases where a shareholder owns shares of the
Company that are held in more than one Investor Securities Account, the above limitation does
not prevent the shareholder from appointing separate proxies for the shares appearing in each
Account. A proxy holding proxies from several shareholders may cast votes differently for each
shareholder.
It is noted that provided that the Board of Directors establishes that the previous material and
technical resources adjustment is still in place, ensuring the identification of shareholders and
the security of the electronic communication, and allowing for the transmission of the meeting
or for a two-way communication, the shareholders may participate at the general meetings by
electronic means, i.e. without physical participation at the venue of the general meeting. This
participation may take place via real time transmission of the meeting or real time two-way
communication, enabling shareholders to address the general meeting from a remote location.
The company's Board of Directors shall be responsible to ascertain whether the above
requirements, such as are necessary to ensure the technical feasibility and security of the
participation in the general meeting by electronic means, are met.
Provided that the board of directors ascertains that the previous material and technical
resources adjustment is still in place, ensuring the identification of shareholders and the security
of the electronic communication, the company's shareholders shall be able to exercise their
voting rights at a General Meeting from a remote location, either by voting by correspondence
or by electronic means. In such an event, the company shall distribute ballot forms beforehand
either in electronic format via its website or in paper form at its registered office. The exercising
Annual financial report for the year ended 31 December 2021
22
of voting rights by electronic means may take place before or during the General Meeting. The
shareholders voting by correspondence shall be counted in the calculation of quorum and
majority, on the condition that the Company receives the relevant ballots at least by the
beginning of the General Meeting. The company's Board of Directors shall be responsible to
establish whether the above requirements, such as are necessary to ensure the technical
feasibility and security of the shareholders' distant participation in the General Meeting, are
met.
In any case, the Board of Directors shall include in the Notice of the General Meeting all the
necessary information on the possibility of distant voting and the participation in the General
Meeting by electronic means. Should the Board of Directors ascertains that the technical
requirements, as necessary to secure the LAMDA Development S.A. Annual financial report 1
January – 31 December 2020 20 holding of a General Meeting by electronic means or the
shareholders' distant voting at the General Meeting, are not met, then it shall mention this fact
in the notice of the general meeting.
The voting at the General Meeting is open. The result of the voting is announced by the
chairman of the General Meeting as soon as it is established.
The Company publishes, under the responsibility of the Board of Directors, the voting result
within five (5) days following the date of the General Meeting at the latest, specifying for each
decision at least the number of shares for which valid votes were given, the ratio of the capital
represented by 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.
C.3. Minority rights
All issues pertaining to minority matters and rights shall be regulated in accordance of article
23 of the codified Articles of Association:
1. All issues pertaining to minority matters and rights shall be regulated in accordance with the
provisions of Law 4548/2018, as in force.
2. Upon request of shareholders that represent at least 10% of the Relevant Equity Shares as
well as of the Minority Shareholder, provided that the latter holds at that time in aggregate at
least 10% of the Relevant Equity Shares, which request is submitted to the Company with the
timeframe of Article 141, par. 6 of Law 4548/2018, the Board of Directors is obliged to provide
the General Meeting with the following information: (a) non-confidential information regarding
any event or development that occurs within the Company or which comes to the attention of
the Company and which could reasonably be expected to cause a material change to the
Group’s business or the ceasing of operations or operation of any material operating
subsidiaries, lead to the de-listing of the shares of the Company and/or conversion of the
Company into a private company or make the Company unable to perform its material
obligations relating to the acquisition by the Minority Shareholder of 12.83% of the share capital
of the Company on 21.12.2017; and (b) material details of any formal third party written offer
or approach (coming to the attention of the Board of Directors) which might reasonably be
expected to lead to any sale or disposal or a series of sales or disposals by the shareholder
Consolidated Lamda Holdings S.A. (or by persons affiliated to such shareholder) of securities
(including shares, preferred shares, any convertible equity securities as well as rights to acquire
or convert into shares and/or shareholder loans) that exceed in aggregate 5% of the securities
issued from time to time by the Company or by any holding company, in which the share capital
structure of the Company is replicated in all material respects, to any third party that is not an
affiliate entity with such shareholder (or does not constitute a shareholder, partner,
representative or agent of such affiliated entity established in any jurisdiction directly or
indirectly with the purpose to hold such shares for it or another affiliated company) such sale
or series of sales being completed through transfer of legal ownership against consideration
during any twelve (12) month period starting on 03.07.2014 or any successive twelve month
period, unless in the case of a bona fide sale on an arm’s length basis by a securities holder
Annual financial report for the year ended 31 December 2021
23
where such holder holds those securities solely as collateral for any loan, credit, claim or liability
properly granted on an arm’s length basis .
In accordance of article 10 paragraph 11 and 12 of the codified Articles of Association:
“Minority Shareholder” means the legal entity “VOXVOCE HOLDINGS LIMITED” and any
other person which enters into its position by acquiring at least 10% of the Relevant Equity
Shares of the Company, LAMDA Development S.A. Annual financial report 1 January – 31
December 2020 21 acting legally and without breaching any relevant contractual obligations.
“Relevant Equity Shares” means the share capital of the Company, as is outstanding
from time to time, excluding any shares issued under the stock option plan as approved by
resolution of the General Meeting as in force and under any other stock option plan being
approved pursuant to Article 113 of Law 4548/ 2018.
C.4. Investor Relations and Corporate Announcements Department
The Company has established and maintains an Investor Relations and Corporate
Announcements Department responsible, inter alia, for:
General Meeting:
• providing information on annual or extraordinary General Meetings and the resolutions
adopted by them
• communicating and sharing information and data with Central Securities Depositories and
mediators for shareholders identification purposes
• the wider communication with shareholders
• informing shareholders, in conformity with the provisions of article 17 of Law 3556/2007
(Α` 91), on the facilities and information provided by the Company
• monitoring the exercise of share rights, especially as regards shareholders’ participation
percentages and the exercise of voting rights in general meetings.
Corporate announcements:
• the necessary announcements which relate to the regulated information, according to the
provision of Law 3556/2007 (A` 91), as well as to corporate facts according to the
provisions of Law 4548/2018 (A` 104), aiming at informing the shareholders or
beneficiaries of other transferrable securities of the Company
• the compliance of the Company with the obligations which are provided by article 17 of the
Regulation (EU) 596/2014 relating to the publication of inside information and the rest of
the applicable provisions.
Other issues:
• the distribution of dividends and free shares, the acts of share issuance upon cash deposit,
the exchange of shares, the maturity period for the exercise of preemptive rights or the
change of the initial time periods, such as the extension of the maturity period of the rights
• the acquisition of own shares and their disposal and cancellation, as well as the distribution
of shares programs or the free distribution of shares to members of the Board of Directors
and to Company’s personnel.
D. Board of Directors
The operation of the Board of Directors of the Company is governed by its Rules of Procedure,
which are posted on the Company's website (www.lamdadev.com).
Annual financial report for the year ended 31 December 2021
24
D.1. Role of the Board of Directors
The BoD is the competent body to decide on all matters pertaining to the representation, the
management, the administration and in general the pursuit of the realization of the Company’s
purpose.
When exercising its duties, the BoD has wide powers, which are only constrained by the acts or
decisions that fall within the competence of the General Meeting. Indicatively and not
restrictively, the BoD convenes the General Meetings of Shareholders, ordinary or
extraordinary, determines the agenda items, prepares the annual financial statements and
annual reports pursuant to the provisions of Law 4548/2018 as in force and submits them for
approval to the Ordinary General Meeting, while proposing the depreciation that needs to be
applied to the establishment expenses, the amounts of statutory reserves, ensures that the
annual financial statements, the annual management report and the corporate governance
declaration, the consolidated financial statements, the consolidated management reports and
any consolidated corporate governance declaration, as well as the remuneration report of article
112 of Law 4548/2018 are prepared and published in accordance with the law, Proposes the
dividends to be distributed, determines the facilities and operations of the Company, the general
expenses, recruits and terminates employment of the personnel, keeps the meeting Minutes,
enters into contracts etc., and is responsible for the realization of the publication stipulated in
articles 12 and 13 of Law 4548/2018 as in force. In any event, the responsibilities of the BoD
are without prejudice to articles 19 and 99 to 101 of Law 4548/2018 as in force.
The BoD may assign the Company’s management and representation powers to one or more
individuals, Members or Non-Members of the BoD, determining at the same time the scope of
said assignment, as well as their right to further assign the powers assigned to them or part of
the powers assigned to them to other BoD members or third parties. This assignment may apply
for an indefinite time period in general or for a specific time period or specifically for certain acts.
The BoD is also competent to decide on the issuance of bond loans, except for those that fall
under the competence of the General Meeting pursuant to articles 71 and 72 of Law 4548/2018.
As regards bond loans convertible to shares, the BoD may decide on their issuance, upon
authorization by the General Meeting, in accordance with article 24 of Law 4548/2018.
D.2. BoD Duties
The main, non-assignable, duties of the BoD indicatively include:
• The designation of the values and strategic orientation of the Company, as well as the
continuous monitoring of their observance, while remaining responsible for the approval of
the Company’s strategy and business plan. Moreover, the BoD reassesses regularly the
opportunities and risks of the Company related to the designated strategy and the relevant
measures taken. The BoD may acquire all information from the Chief Executive Officer and
the managers and may be informed about the market and any other development that
influences the Company.
• Ensuring that the values and the strategic orientation of the Company are aligned with the
corporate culture. The values and the purpose of the Company are implemented and applied
in practice and influence the practices, the policies and the conduct within the Company at
all levels. The BoD and the senior management set the standard of the characteristics and
conduct shaping the corporate culture and set an example for its application. Furthermore,
they use tools and techniques aiming at intergrating the desired culture into the Company’s
systems and procedures.
• The determination of the nature and extent of the exposure to risks that the Company
intends to assume in the context of its long-term strategic purposes.
• The establishment of policies for the prevention, detection and treatment of the conflicts of
interest among its members or individuals that have been assigned by the BoD some of its
powers. This policy is based on clear procedures, which designate the manner of the timely
and complete notification to the BoD of any interests in transactions between affiliated
Annual financial report for the year ended 31 December 2021
25
parties or other potential conflict of interest with the Company or its subsidiaries. The
measures and procedures are assessed and reviewed in order to ensure their effectiveness.
• The provision of the appropriate approval, the observance of the course of implementation
of the strategic directions and objectives and the assurance of the existence of the
necessary financial and human resources, as well as the existence of an audit system.
• The designation of the responsibilities of the Chief Executive Officer.
• The approval of the annual budget and business plan, and the decision-making for the
major capital expenditures, acquisitions and sales.
• The selection and, if required, the replacement of the BoD executive members, as well as
the supervision of the succession plan.
• The performance review of senior management and the harmonization of the senior
managers’ remuneration with the long-term interests of the Company and its shareholders,
taking into account the proposals of the Remuneration and Nomination Committee.
• Ensuring the reliability of the Company’s financial statements and records, systems of
financial information and data and information published, as well as ensuring the
effectiveness of the internal audit and risk management systems.
• Ensuring that the Company has in place an effective procedure as regards the compliance
with the relevant laws and regulations.
• The responsibility for the relevant decision-making and monitoring of the Company’s
management system, including decision-making procedures and designation of powers and
duties to other managers.
In addition, the BoD:
• Approves the Company’ annual report and any other document stipulated by the capital
market legislation.
• Engages and monitors the executive management for issues related to new technologies
and environmental issues.
• Approves the collaborations of subsidiaries, aiming at incorporating new companies or joint
ventures of strategic importance with third parties, the mergers and the acquisitions of
companies.
• Decides the entry of the Company in other activity sectors.
• Decides the acquisition/incorporation/sale of subsidiaries.
• Approves the participation in developments/investments or even disinvestments, including
real estate sales exceeding 10 m. euros.
• Determinates the maximum total amount of developments/investments for every year.
• Decides to take legal remedies for the Company’s benefit.
• Designates and oversees the implementation of the corporate governance system of articles
1 to 24 of Law 4706/2020.
• Ensures that the functions comprising the Internal Control System, and in particular all
internal control mechanisms and procedures, including the risk management, internal
control and compliance, are independent from the business sectors they audit, and that
they have in place the appropriate financial and human resources and the powers for their
effective operation, in accordance with the requirements of their role.
D.3. Size, Composition, and Term of Office of the Board of Directors
The Board consists of executive, non-executive and independent non-executive directors. The
directors' capacity as executive or non-executive members is determined by the Board of
Directors. Independent non-executive directors are appointed by the Company's General Meeting
of Shareholders and may not be less than one-third (1/3) of the total number of directors and,
in any case, may not be less than two (2). They also need to meet all the independence criteria
set by Law 3016/20202 and Law 4706/2020.
The size and composition of the Board enable the efficient fulfilment of its responsibilities, and
reflect the size, activity, and ownership status of the Company. Article 10 of the Company's
articles of association includes provisions on the size, term of office and appointment of the
members of the Board.
Annual financial report for the year ended 31 December 2021
26
Specifically:
• The Company is administered by a Board of Directors consisting of minimum five (5) to
maximum fifteen (15) Members that are elected by the Shareholders’ General Meeting and
that may be Shareholders. The Members may be either natural or legal persons. In the case
that a legal person is Member of the Board of Directors, it is required to designate a natural
person to exercise its powers as member of the Board of Directors. The elected Members
of the Board of Directors may be reelected. The General Meeting may, as and when it
considers appropriate, elect Substitute Members, up to a number that shall not surpass that
of the ordinary Members.
• Three (3) calendar days prior to any general meeting of shareholders which is convened for
the purposes of electing new members of the Board of Directors the Minority Shareholder
(as defined below) is entitled to appoint for as long as it holds at least 10% of the Relevant
Equity Shares (as defined in paragraph 12 of the present article) one (1) member of the
Board of Directors pursuant to the provisions of Article 79 of Law 4548/ 2018. Such member
of the Board can be removed at any time by decision of the Minority Shareholder and be
replaced by other member until the expiration of the relevant office term. In the event that,
and for as long as, the Minority Shareholder does not hold at least 10% of the Relevant
Equity Shares the above appointed person shall automatically cease to be a member of the
Board of Directors.
• The term of office of Board Directors members shall be five (5) years and may be extended
until the first Ordinary General Meeting convened after the expiration of the said term, but
cannot exceed six (6) years in total.
It is noted that:
• “Minority Shareholder” means the legal entity “VOXVOCE HOLDINGS LIMITED” and any
other person which enters into its position by acquiring at least 10% of the Relevant Equity
Shares of the Company (as defined in paragraph 12 of the present article), acting legally
and without breaching any relevant contractual obligations.
• “Relevant Equity Shares” means the share capital of the Company, as is outstanding from
time to time, excluding any shares issued under the stock option plan as approved by
resolution of the General Meeting as in force and under any other stock option plan being
approved pursuant to Article 113 of Law 4548/ 2018.
• The verb “hold”, in relation to shares, refers to shares being held directly and/or held
through a proxy/agent.
The same article also sets forth provisions on the substitution of directors, detailed in another
section of the Annual Report.
The establishment of the Board of Directors takes place in the first subsequent meeting following
any appointment of its members by the General Meeting or upon any vacancy in the positions
of the Chair, Vice-Chair or the CEO.
The Board of Directors shall elect, among its members and for its term of office, the Chair, Vice
Chair and CEO of the Company. The Board of Directors may elect one or more Vice Chairs or/and
one or more CEOs of the Company out of its Members only, while determining their
responsibilities.
The Chair of the Board heads the meetings of the Board of Directors. When the Chair is absent
or hindered from his duties, he shall be replaced by his deputy. If a Vice-Chair has been elected,
the Vice Chair is the Chair’s deputy, while if there are more than one Vice-Chairs, they shall
replace the Chair in the order in which they were elected. If the Vice-Chair is prevented from
attending a meeting or if there is no Vice-Chair and if no substitute for the Chair has been
appointed, the Chair is substituted by the longest-serving Member of the Board of Directors.
When the Chair or the Vice-Chair withdraws for any reason, the Board of Directors elects his
substitute during its first meeting after the withdrawal. The newly elected Chair shall stay in
office for the remaining of the term of office of the member to be replaced.
Annual financial report for the year ended 31 December 2021
27
D.4 Composition and Term of Office of the members of the current Board
The Company's current Board of Directors was elected by the Extraordinary General Meeting of
Shareholders on 22 December 2020 with a five-year term of office and is composed, after the
resignation of Mr Georgios Gerardos on 28 January 2021, of thirteen (13) members. Out of the
total members of the Board, one is an executive director, and the remaining members are non-
executive directors, four (4) of which are independent non-executive directors. The Board of
Directors consists of the following members:
Name/Surname
Position
Term of office of each member
including the expiration date
Anastasios Giannitsis
Chairman, non-executive
member
22.12.2020 - 21.12.2025
Evangelos Chronis
Vice – Chairman, non-
executive member
22.12.2020 - 21.12.2025
Odissefs Athanasiou
Chief Executive Officer,
executive member
22.12.2020 - 21.12.2025
Fotios Antonatos
Non-executive member
22.12.2020 - 21.12.2025
Eftichios Vassilakis
Non-executive member
22.12.2020 - 21.12.2025
Ioannis Zafiriou
Senior Independent non-
executive member
22.12.2020 - 21.12.2025
Vassilios Katsos
Non-executive member
22.12.2020 - 21.12.2025
Chariton Kyriazis
Independent non-executive
member
22.12.2020 - 21.12.2025
Ulysses Kyriacopoulos (†)
Non-executive member
22.12.2020 – 20.03.2022 (†)
Kalypso – Maria Nomikou
Independent non-executive
member
22.12.2020 - 21.12.2025
Evgenia Paizi
Non-executive member
22.12.2020 - 21.12.2025
Ioanna Papadopoulou
Independent non-executive
member
22.12.2020 - 21.12.2025
Aris Sermpetis
Non-executive member
22.12.2020 - 21.12.2025
Annual financial report for the year ended 31 December 2021
28
D.5. CVs of the BoD Members
Below are the CVs of the members of the Board of Directors:
Anastasios Giannitsis
Anastasios Giannitsis Professor at the National Kapodistrian University of Athens until 2011.
Since then he holds the title of emeritus professor. He studied Law and Economic & Political
Sciences at the University of Athens and obtained his PhD in economics at the Free University
of Berlin. He served as Minister of Labor and Social Affairs, Alternate Minister of Foreign Affairs,
Minister of Foreign Affairs and Minister of Interior, Economic Advisor to the Prime Minister,
President of Economic Advisors, President of Hellenic Petroleum Co. Member of the Board of
Directors of the National Bank of Greece Cultural Foundation and Honorary Member of Special
Olympics Hellas. He has published many books and articles on economic, social and political
issues. Scientific interests: Development Theory and Policy, International Economics, European
Integration, Economics of Technology, Industrial Structures and Industrial Policy.
Evangelos Chronis
Evangelos Chronis studied shipping in London and worked closely with John S. Latsis for 28
years. Today, he serves as Chairman and Member of the BoD for a number of the Latsis Group
companies, as well as for non-profit and charitable organizations.
Odissefs Athanasiou
Odisseas Athanasiou holds the position of the Chief Executive Officer at LAMDA Development
S.A. for more than 11 years. He has long experience in senior executive positions in Greece
and abroad. During his 9- year career in the US, he worked for Ernst & Young and Emerson
Electric. He has held the positions of CFO Western Europe in Barilla in Paris, CFO at Diageo
Hellas, responsible of the Greek and Turkish Hub and CFO of Titan cement. He holds a degree
in Economics and Political sciences from the University of Athens and an MBA from the
University of Texas in Austin. Mr. Athanasiu is member of the Board of Directors of SEV,
Endeavor Greece, Alliance for Greece (founding member) and member of the committee of the
TEDX Academy Greece..
Fotios Antonatos
Fotis Antonatos, based in Geneva, is legal counsel and a member of the Board of Directors of
various holding and operating Companies controlled by Latsis family interests.He is a member
of the Executive Board of the John S. Latsis Public Benefit Foundation and member of the
International Board of Advisors of Tufts University Boston (USA). Fotis S. Antonatos received a
Law Degree from the Athens University and an LLM degree from the University College London
(University of London).
Eftichios Vassilakis
Mr. Eftichios Vassilakis is the Chairman of AEGEAN and Olympic Air and also the CEO of
Autohellas S.A./Hertz. He holds non-executive directorships with Greek listed retailer Fourlis,
with listed real estate holding company Lamda Development and also with the luxury resorts
developer company TEMES. He previously served as a non-executive member of the Board of
Directors of Piraeus Bank and TITAN Cement. He has been a member of the Board of Directors
of the Greek Tourism Confederation (SETE) since 2011, and in 2014 he has been appointed
Vice President. He is both a member of the Board of Directors and the Executive Board of the
Hellenic Federation of Enterprises (SEV). He is a member of the Board of Directors and one of
the founders of "Marketing Greece" as well as of the consortium to enhance the tourism and
cultural promotion of Athens "This is Athens". Mr. Vassilakis holds a B.A. in Economics from
Annual financial report for the year ended 31 December 2021
29
Yale University (1988) and an MBA from the Columbia Business School of New York (1991). He
is married with three children.
Ioannis Zafiriou
Throughout the course of his international banking career, Ioannis Zafiriou has occupied a
number of roles covering all areas of finance. He began working in New York City at Bankers
Trust and subsequently moved to Milan focusing on Italian government agencies, financial
institutions and corporates in the area of derivatives In 1990, he joined Credit Suisse’s
Investment Bank (Credit Suisse First Boston, CSFB) with a team of colleagues and established
a subsidiary of the Credit Suisse In 1998, became the head of the European Fixed Income and
Equities Group at CSFB with focus on European institutional clients. Furthermore, he was a
member of the Global management and Operating Committee of CSFB.In 2004, he moved to
the Wealth Management Division of Credit Suisse and established a global investment banking
unit, Credit Suisse Solution Partners, while he was a member of the Management Board of the
Private Bank. Moreover, Mr Zafiriou was extensively involved in real estate sector. Ioannis
Zafiriou received his BA in Economics from Amherst College and his MBA in Finance from the
NYU Stern School of Business. He was a member of the General Council of the HSFS (Hellenic
Financial Stability Fund) from 2012 to 2015.
Vassilios Katsos
Vassilios Katsos was born in Athens in 1973. He graduated from Pierce College and continued
his studies at the University of Athens, Faculty of Pharmacy. Since 1993 he became President
of the Board of Directors at Pharmathen Pharmaceuticals as one of the major
shareholders. Under his leadership, the strategic restructuring of the family company, placing
emphasis first on strengthening the company’s presence and thereafter on the expansion of
international activities. In 2015 BC Partners has acquired significant majority in Pharmathen
which today is an international pharmaceutical company headquartered in The Netherlands with
operations in more than 85 countries across the world. As Chairman – Co founder of VNK
Capital, has actively pursued and invested in a growing portfolio companies such
as Pharmathen, Innovis , Lamda Development , Palirria , Cafetex among others . In April
2009, Mr. Katsos was announced as the “Entrepreneur Of The Year 2008” by Ernst & Young
and participated as country winner in Monte Carlo for the 9th Annual Ernst & Young World
Entrepreneur Of The Year Award. Through his intense entrepreneurial activities he sits on the
board of various companies where he has invested and has been recipient of various
awards and distinctions internationally for his business activities.
Chariton Kyriazis
Harry Kyriazis, Civ. Engineer, MBA, Ph.D., started his career in manufacturing, and then served
as Secretary General of the Ministry of National Economy (1992-1993). From 1994 until 2011
he has been a tax and consulting unit Head in Arthur Andersen and subsequently PwC, with
diverse experience in private and public sector projects. He sat at the Board of the Hellenic
Federation of Enterprises (SEV) for 21 years, where he served as Executive Vice-Chairman
(2011-2015) and as an Advisor to its Board on social dialogue & corporate governance (until
Sep.2019). He currently acts as a freelance consultant and participates in Boards or serves as
Audit Committee Chair of listed and unlisted companies (Lamda Development, Ellaktor, Attica
Bank, PQH, Skama). He also serves, among other, in the Governing Body of the International
Labour Organization (ILO).
Ulysses Kyriacopoulos († 20.03.2022)
Ulysses Kyriacopoulos studied Mining Engineering at Montanuniversitaet Leoben in Austria and
Annual financial report for the year ended 31 December 2021
30
at the University of Newcastle-upon-Tyne in England. He holds an M.B.A. from the European
Institute of Business Administration (INSEAD) in Fontainebleau, France. He is currently member
of the Board of the Foundation for Economic & Industrial Research and member of the Board of
Lamda Development S.A. Member of the Board of IMERYS Group and of ASK Chemicals GmbH.
Mr. Kyriacopoulos has served as chairman of the Hellenic Federation of Enterprises (2000-
2006), vice president of Business Europe (ex UNICE) and of Hellenic Exchanges Holdings S.A.,
president of the Board of Directors of the Greek National Opera (2006-2009), member of the
General Council of the Bank of Greece (2002-2011) and chairman of the Foundation for
Economic & Industrial Research (2011 – 2014).
Kalypso – Maria Nomikou
Ms Calypso Maria Nomikos is chairwoman of the Board of Directors of A.M. Nomikos Transworld
Maritime Agencies S.A., a family-owned international ship owning and ship management
company and sits on the boards of various other international companies in the shipping
industry. She is currently a member of the advisory board of a Family Office in Greece and that
of several NGOs such as Solidarity Now, the Museum of Cycladic Art, and MDA Hellas. Ms
Calypso Nomikos previously held the position of Vice Chairwoman of the Board of Directors of
S&B Industrial Minerals S.A., until the company was taken private in June 2013 and was a
board member of the Greek branch of Transparency International. She holds a BSc in Economics
and Business Administration and has completed the President's Program in Leadership (PPL) at
Harvard Business School.
Evgenia Paizi
Evgenia Paizi is Group Investment Officer at the SETE Family Office in Geneva. She joined the
Latsis Group in 2001 and is involved in business development for the Group's activities in
healthcare, asset management and other investments in Europe and the Middle East. She
serves on the board of directors of companies in Switzerland, Luxembourg and Saudi Arabia.
Prior to joining the Group, Mrs Paizi held positions in banking in Greece, including at the National
Bank of Greece. She holds an MBA from INSEAD (2000) and a Bachelor of Science in Operations
Research and Marketing from the Athens University of Economics and Business.
Ioanna Papadopoulou
Ms Ioanna Papadopoulou was born in Athens. After graduating from The Hill School, she
furthered her studies in Food Chemistry, in the UK. In 1977, she assumed the position of Vice
President & Deputy Managing Director of E.J. PAPADOPOULOS S.A., Biscuit & Food Products
Manufacturing Company and in 1996 she took over the position of President & Managing
Director of the company. She is the President and Managing Director of the following
companies: Ε.J. PAPADOPOULOS S.A., GREEK FOOD PRODUCTS S.A., IKE AKINITA S.A. She is
also a Board member of Endeavor Greece and has also served as a member of the Board of
Directors of ALPHA BANK and TITAN CEMENT GREECE. She speaks English and French fluently.
Aris Sermpetis
Aris Sermpetis, architect, graduate of the National Technical University of Athens, combines
vast experience in design, technical and investment work in construction, development and real
estate funds. After several years of building his career as architect engineer in Greece, working
for the National Tourism Organization, leading his architectural design cabinet, among others,
he joined the Latsis group in 1987. Since then, based in Geneva, he has been the lead architect
engineer for the Group, undertaking a number of landmark projects across several asset classes
spanning from civil, industrial, healthcare and private estate development, across various
countries. In parallel, Aris has been putting his experience at work in the inception,
Annual financial report for the year ended 31 December 2021
31
management as well as Board oversight of several Real Estate funds of the Group.
D.6. Meeting of the BoD
The Board of Directors convenes at the Company’s registered office whenever required by Law,
the Articles of Association or the needs of the Company.
The Board of Directors may convene by teleconference where some or all of its Members may
participate. In this case, the invitation to the Members of the Board of Directors includes the
necessary information and technical instructions for their participation in the meeting.
The Board of Directors may validly convene in places other than the Company’s registered
office, whether in Greece or abroad, provided that in the said meeting are attending in person
or by proxy all its members and that none of them objects to its taking place or to the taking
of decisions.
During the year 2021, were held in total ten (10) meetings of the Board of Directors. The table
below presents the participation of the members of the Board of Directors in these meetings:
Surname/Na
me
Position
Participati
on in the
BoD
meetings
Participation
via
representativ
es
Participati
on
percentag
e
Comments
Giannitsis
Anastasios
Chairman, Non-
Executive
Member
10
-
100%
Chronis
Evangelos
Vice Chairman,
Non-Executive
Member
10
-
100%
Athanasiou
Odissefs
Chief Executive
Officer,
Executive
Member
10
-
100%
Antonatos
Fotios
Non-Executive
Member
9
1
90%
Vassilakis
Eftichios
Non-Executive
Member
10
2
100%
Zafiriou
Ioannis
Senior
Independent
Non-Executive
Member
10
-
100%
Katsos
Vassilios
Non-Executive
Member
10
1
100%
Kyriazis
Chariton
Independent
Non-Executive
Member
10
-
100%
Kyriacopoulos
Ulysses (†)
Non-Executive
Member
9
-
90%
Annual financial report for the year ended 31 December 2021
32
Nomikou
Kalypso- Maria
Independent
Non-Executive
Member
10
-
100%
Paizi Evgenia
Non-Executive
Member
10
-
100%
Papadopoulou
Ioanna
Independent
Non-Executive
Membe
10
3
100%
Sermpetis Aris
Non-Executive
Member
10
1
100%
Gerardos
George
Independent
Non-Executive
Member
-
-
-
Member until
28.01.2021.
Attended the
first meeting of
the BoD where
his resignation
was accepted
D.7. Chairman of the Board of Directors
The responsibilities of the Chairman of the BoD are:
• Chairs at the BoD meetings and has the responsibility for designating the agenda items,
ensuring the proper organization of its proceedings, as well as the effective conduct of
meetings.
• Ensures the orderly and effective operation of the BoD as a collective body, promoting a
culture of openness and constructive dialogue in the conduct of its work.
• Ensures that the operations of the BoD are carried out smoothly and every member is able
to perform his/her duties assigned to him/her, while ensuring that there is a constructive
relationship of cooperation between the executive and non-executive or independent
members, and sufficient time to resolve all operational matters.
• Ensures that the BoD as a whole has a satisfactory understanding of the views of the
shareholders and cares for the effective communication with the shareholders based on fair
and equal treatment of these interests and the development of a constructive dialogue with
them, in order to understand their positions.
• Certifies copies and extracts from the minutes books (BoD and GM) of the Company and
from any other book, required to be kept by law.
• Is in charge of the BoD assessment procedure.
D.8. Vice President/ Vice - Chairman of the BoD
The Vice Chairman replaces the Chairman of the BoD when he is absent or hindered in the
exercise of his duties.
D.9. Chief Executive Officer
The Chief Executive Officer exercises his/her managerial duties and any other responsibilities
defined or/and delimited by the BoD and ensures the fulfillment of the purpose for which the
Company was incorporated, in accordance with the Greek and European legislation as in force.
He/she heads every Department/Unit of the Company, directs their work, takes the necessary
decisions within the approved business plan and budget and ensures, together with the top
Annual financial report for the year ended 31 December 2021
33
management, that all members of the BoD receive accurate, timely and necessary information
for the execution of their duties.
Among the key responsibilities, which have been assigned by the BoD to the CEO, are the
following:
• Proposes the Company's strategy and supervises its implementation.
• Specifies the objectives and the policy of the Company, examines the alternative actions,
selects proposals, supervises their implementation, evaluates the results and informs the
BoD of what has been done.
• Supervises the performance of the work of each department and operating unit and
monitors the implementation of internal regulations and procedures, having the
management of the Company's staff.
• Cooperates with the Chairman and the Secretary of the BoD for the preparation of the
Board of Directors meeting and the full information of its members.
• Regarding his / her succession plan, he / she takes part in the evaluation process of the
candidates for his / her position and discusses with the Remuneration and Nomination
Committee, when evaluation of candidates for other senior management positions is
required.
The Chief Executive Officer, upon relevant information and approval of the Board of Directors,
may assign actions that fall within his/her responsibilities to the Directors and other executives
of the Company.
The BoD at the meeting of 14/04/2021 decided unanimously to assign the exercise of the legal
representation of the Company and all relevant powers and responsibilities to the CEO, Mr.
Odysseas Athanassiou, who, signing himself under the corporate name, will bind the Company.
The following powers and responsibilities are among the powers and responsibilities assigned
to the CEO at the abovementioned meeting of the BoD:
• To appoint and terminate in general the staff of the Company, determining the jurisdiction,
obligations and remuneration of each of them, as well as the remuneration of those, who
are in charge of a special service or mandate, if they are not members of the Board.
• To supervise the management of the Company expenses.
• To represent and bind the Company before any Public Authority, Service, Organization and
Service Provider (as indicative and not restrictive: HRAF SA, Ηelliniko Office, Tax and Police
Authorities, Social Security Institutions, Local Authorities of First and Second Degree,
Building Services, Ministries and General Secretariat of the Government, Citizens' Service
Centers, providers of energy, water and sewerage services, natural gas,
telecommunications and internet, couriers, etc.).
• To represent and commit the Company before the Judicial Authorities either personally or
by appointment of a judicial or non-proxy and attorney, for the exercise (and waiver of the
right and the legal document) of lawsuits, applications, appeals, objections, regular and
extraordinary appeals, applications, suspensions and retrials, for representation before all
kinds of courts and judicial authorities, criminal, civil, administrative, tax, customs, etc.,
including the Supreme Court, the Council of State, the Court of Auditors, etc. in the Land
Registry, for the registration of a mortgage or a mortgage prenatation in favor of the
Company and for its elimination, for the assumption of the fees deposited and the collection
of court costs, awarded against the State or any third party in favor of the Company and
generally carry out and handle any case and to act on any act related to the Courts and the
Judicial Authorities.
• To further authorize, by written order, one or more persons from the Members of the BoD,
the Directors the executives or / and the employees of the Company or third parties,
separately or in partnership, for the execution of specific acts, with the reservation of those
provided by the resolution of the aforementioned meeting of the Board of Directors.
D.10. Secretary of the BoD
The BoD is supported by a Secretary, Mr. I. Giannakopoulos who is the Company’s Chief Legal
and Compliance Counsel and attends its meetings. The BoD Secretary’s role is to provide
practical support to the Chairman and Board members, both as a group and individually, and
Annual financial report for the year ended 31 December 2021
34
ensure that the Board of Directors complies with relevant laws and regulations, as well as the
internal rules of the Company. All Board members have access to the BoD Secretary’s services.
The Secretary’s duties are mentioned in detail in the Rules of Procedure of the Board of Directors
which is posted on the Company's website.
Mr. I. Giannakopoulos’ CV is included in the section Ε. Senior Management CVs.
D.11. Independent Non- Executive Members of BoD
The independent non-executive Members of the BoD are the non-executive members of the
BoD of the Company that during their appointment or election and throughout their term of
office meet the criteria of independence, provided by article 9 of Law 4706/2020, as applicable.
The following Members of the Board of Directors are Independent Non-Executive:
All of the above independent non-executive members of the BoD meet the conditions of
paragraphs 1 and 2 of article 9 of Law 4706/2020, as determined in accordance with the
Procedure for notifying the existence of dependent relationships, applied by the Company.
D.11.1 Senior Independent Member of the BoD
During the BoD meeting of 07/12/2021 Mr. I. Zafiriou was elected as the Senior Independent
Member of the BoD.
The duties of the Senior Independent Member are as follows:
• Supports the Chairman
• Acts as a liaison between the Chairman and the members of the Board of Directors,
• Coordinates the independent non-executive Board members and
• Leads the evaluation of the Chairman.
Name/Surname
Reasons for independence
Ioannis Zafiriou
Mr. Ioannis Zafeiriou is independent of the Company, given that apart from
his membership in the Audit Committee and the Remuneration and
Nomination Committee of the Company, as well as his service as a member
of BoD, he has no significant shareholding or other relationship with the
Company.
Chariton Kyriazis
Mr. Chariton Kyriazis is independent of the Company, give that apart from
his memebership in the Audit Committee and the Remuneration and
Nomination Committee of the Company, as well as his service as a member
of the BoD, he has no significant shareholding or other relationship with the
Company.
Kalypso – Maria
Nomikou
Ms. Kalypso Maria Nomikou is independent of the Company, given that apart
from her membership in the Remuneration and Nomination Committee of
the Company, as well as her services as a member of the BoD, she has no
significant shareholding or other relationship with the Company.
Ioanna
Papadopoulou
Ms. Ioanna Papadopoulou is independent of the Company, given that apart
from her services as a member of the BoD, she has no significant
shareholding or other relationship with the Company.
Annual financial report for the year ended 31 December 2021
35
D.12. Evaluation of the BoD and its Committees
Following the coming into force of Law 4706/2020 and the adoption by the Company of the
Hellenic Corporate Governance Code in July 2021, it became necessary to revise the procedure
for the evaluation of the BoD. More specifically, each member of the BoD is evaluated for
his/her individual suitability every six months on the basis of the relevant criteria, which are
provided by the Suitability Policy and which are the following:
• Knowledge and special characteristics
• Presumption of ethics and reputation
• Conflict of interest
• Independence of judgement
• Devotion of sufficient time
These criteria are general and apply to all members of the BoD, irrespective of their capacity
as executive, non-executive or independent non-executive members. The evaluation includes
the collection of indicative elements and declarations, research for publications, personal
interviews and completion of questionnaire. The above evaluation which was carried out within
the 4
th
quarter of 2021 did not show any findings.
In addition to the above, each BoD member is evaluated on an annual basis by the other
members for its effectiveness and the fulfilment of its duties. Basic elements for such
evaluation are indicatively his/her participation in the defining of the strategy, of the business
plans and in general in the decision making, the recognition of the long term interests of the
Company, the cooperation with the other members, the preparation of the meetings, as well
as personality elements of each member, such as the integrity, impartiality and
professionalism deemed necessary in the performance of his duties. The evaluation is carried
out using a relevant questionnaire. This procedure is headed by the Chairman of the Board of
Directors in collaboration with the Remuneration and Nomination Committee.
Especially for the evaluation of the Chairman of the Board of Directors and of the CEO take
into account additional criteria related to the knowledge, special skills and competencies
needed to perform task of each one of them effectively, are taken into account.
Indicatively, the evaluation of the Chairman of the Board of Directors covers areas such as his
leadership skills, his reputation and his relations with the other members of the Board, the
effective conduct of the meetings of the Board, the performance of the Company in Corporate
Governance issues and other issues related to its responsibilities.
Respectively, the evaluation of the Chief Executive Officer focuses: a) on his individual skills,
abilities and knowledge, such as leadership and management skills, strategic thinking, internal
and external communication, his relationships with other members of the BoD, b) on the areas
such as the recognition of opportunities for the Company, his proposals for the strategy and
effective supervision of its implementation, the effective organizational structure of the
Company and the effective supervision and management of the operation and affairs of the
Company and c) on the progress of the Company in terms of results and ESG issues. It is
noted, however, that according to the procedure adopted, the results of the evaluation of the
Chief Executive Officer are first communicated to him and are taken into account in
determining his remuneration. These evaluations are carried out through the completion of
relevant questionnaires by the other members of the BoD.
The procedure for the evaluation of the Chairman of the BoD is headed by the Senior
Independent Member, while the procedure for the evaluation of the Chief Executive Officer is
headed by the Chairman of the BoD always in collaboration with the Remuneration and
Candidates Committee.
Finally, the BoD is evaluated as a body based on the criteria of collective suitability, but also
of the effective fulfillment of its duties. The main criteria for this evaluation are the knowledge,
skills and experience of the members collectively, required for the fulfillment of their duties,
the adequate representation by gender and the criteria of diversity, the composition of the
BoD, the effective cooperation of the members of the BoD, its effective organization and
operation, as well as of its Committees, its decisions and its performance based on its
Annual financial report for the year ended 31 December 2021
36
responsibilities. For these evaluations, the results of the individual evaluation are utilized, as
well as information collected through the completion of relevant questionnaires.
The results of the current evaluations are expected to be released within April and will be
discussed in detail at the next meeting of the BoD.
A reassessment of the suitability on the basis of the Suitability Policy should also be performed
in the following cases:
• when doubts arise regarding the individual suitability of the BoD members or the suitability
of the body’s composition.
• in case of a significant effect on the reputation of BoD member.
• in any case an event occurs that may significantly affect the suitability of a BoD member,
including cases where the BoD members do not comply with the conflict-of-interest Policy
of the Company.
Also, at least every three years, these evaluations will be supported (according to the current
provisions of the law) by an external consultant.
Although the evaluations have not been completed, the members of the BoD already
recognizing areas where there is room for improvement have taken a number of actions, which
are expected to contribute to its better operation. Specifically:
• They have evaluated the Internal Regulation of the BoD, as well as the Internal
Regulations of its Committees in order to properly and in detail record all the necessary
regulations. in relation to the responsibilities, obligations, liabilities, operating principles
and rules of conduct of the members of the BoD.
• They have elected a Senior Independent Member having as main responsibilities the ones
mentioned in section D.11.1 of the present Declaration.
• They have introduces the meetings of non-executive members in order for them to discuss
issues relating to the executive members of the BoD.
• They have redefined the reference lines of the Compliance Unit and of the Risk
Management Unit aiming at the improvement of Internal Control System.
• They have scheduled the program for the training of the BoD members on issues relating
to information systems and to new technologies, as well as relating to ESG issues.
• The Remuneration and Nomination Committee has requested external consultants to
support it on issues relating to its responsibilities.
D.13. Suitability Policy – Diversity Policy
D.13.1. Suitability Policy
The Company applies a Policy regarding the Suitability of the Members of the BoD. This Policy
was drafted by the Company’s Remuneration & Nomination Committee, according to the
provisions of article 3 of Law 4706/2020 and the Guidelines of Circular No.60 of the Hellenic
Capital Market Commission.
The Policy was approved by virtue of the decision of the Ordinary General Meeting of
Shareholders of the Company dated 23.06.2021, which is the date it enters into force and is
posted on the Company’s website (www.lamdadev.com).
The scope of the Policy includes the executive and non-executive members of the Company’s
BoD (and its subsidiaries respectively), also including independent non-executive members
and alternate members of article 81 of Law 4548/2018.
The Suitability Policy aims to ensure quality staffing, efficient operation and fulfillment of the
role of the BoD, according to the general strategy and the medium and long-term business
goals of the Company in order to promote corporate interest.
This Policy is harmonized with the provisions of the Company’s Internal Regulation, the
Corporate Governance Code that the Company adopts and applies, and is in accordance with
the Guidelines of the Hellenic Capital Market Commission and the corporate culture. The Policy
is clear and sufficiently documented and is governed by the principle of transparency and
proportionality, while promoting diversity, meritocracy and efficiency, during the selection as
Annual financial report for the year ended 31 December 2021
37
well as during the term of office of the BoD members.
Furthermore, during the preparation of this Policy, the size, the internal organization, the risk-
taking disposition, the nature, the scale and the complexity of the Company’s activities were,
among others, taken into account, as well as any other specific element concerning the
Company.
This Policy takes into account the specific description of each BoD member’s responsibilities,
any participation in committees, the nature of his/her duties (executive or non-executive BoD
member), his/her characterization as independent or non-independent BoD member, as well
as more specific characteristics, related to the nature of the Company’s activity or the
Corporate Governance Code that it applies.
The Remuneration & Nomination Committee submits a proposal to the BoD for its staffing and
proposes individuals with ethics and reputation, who have on the one hand the experience
required based on the duties and the role they assume, and on the other hand, sufficient time
to exercise their duties.
When appointing the BoD members, the Remuneration & Nomination Committee with the
assistance of the BoD Secretary, receives the members’ confirmation in writing, that they
agree all policies, procedures and other internal documents of the Company and are bound by
them.
With the selection of appropriate methodological tools, it is ensured that the candidate
members of the BoD are aware, among others, before being appointed but also during their
term of office, the corporate culture, the values, and the general strategy of the Company.
The Company develops and implements a program of a) introductory information after the
selection and at the beginning of the term of all new BoD members, and b) continuous
professional training relating to Company issues.
In addition to the internal information, the BoD members are regularly informed of the
business developments and the main risks to which the Company is exposed, and of any
changes in legislation and the market environment in which the Company operates. For this
purpose, they maintain regular contact with the Company’s executive staff, through regular
presentations conducted by the heads of its Departments and Services.
The suitability of the BoD members is assessed, either periodically or ad hoc, in the context of
the operation of the Internal Audit System and according to the specific provisions in force. In
any case, the Remuneration & Nomination Committee monitors on an ongoing basis the
suitability of BoD members, particularly in order to identify in the light of any new event, cases
where a reassessment of their suitability is deemed necessary.
The Remuneration and Nomination Committee maintains a list of candidate members who
have the specific characteristics required for the implementation of the Company’s long-term
planning. In this context, it ensures that a suitable succession plan is in place for the orderly
continuation of the management of the Company’s affairs and the decision-making, following
cases where any BoD member leaves, concerning - in particular- executive members and
members of its committees. The succession plan takes especially into account the findings of
the assessment of the BoD, so that the required changes in the composition or the specific
characteristics are achieved, and so that the efficiency and collective suitability of the BoD are
maximized.
Aiming at ensuring the suitability of the BoD members, the Company has decided to
implement, for the current year, a program of continuous training of BoD members on matters
related to information systems and new technologies, as well as in matters of sustainable
development (ESG).
D.13.2. Diversity Policy regarding the composition of the BoD and Senior Executives
The Company adopts a Diversity Policy, aiming on the one hand to promote the necessary
diversity within the BoD, and on the other hand the inclusion of the team members. When
selecting the BoD members, the necessary care is taken, in order to ensure the variety of
views and experiences, with the purpose to make the right decisions.
D.13.3. Diversity Criteria – Diversity Practices
The Company commits to maintain and ensure diversity and equality of opportunities for all
members and candidate members of the BoD, irrespective of race, color, religion, origin,
Annual financial report for the year ended 31 December 2021
38
gender, sexual orientation, age, disability, marital status, or any other characteristic protected
by law and expressly prohibits any discrimination or harassment based on these factors.
All decisions relating to recruitment, promotion, training, performance evaluation,
remuneration and benefits, disciplinary offences and dismissal are free from any illegal
discrimination. It should be noted that no incidents of discrimination have been reported in
the Company, and that there is a gender balance in the Company’s personnel.
The table below shows the gender representation ratios in the personnel and the senior
management of the Company:
The constructive use of difference and diversity, respect and value of individuality, and
fostering a fair and meritocratic work environment for all employees without exceptions, are
integral parts of the Company's strategic goals and development.
Following the diversity principle, the BoD of the Company has collectively the knowledge and
specific characteristics required, in order to exercise its responsibilities. Moreover, the Board
maintains age diversity and sufficient gender representation according to the provisions of Law
4706/2020 (at least 25% of all members of the BoD or in case of fraction, this percentage is
rounded to the previous integer number). The current composition of the Board has the
advantage of a variety of views, concerns and experiences contributing to sound decision-
making.
The Diversity Practices the Company applies, are posted on Company’s website
(www.lamdadev.com).
The table below shows the diversity and necessary knowledge and skills of the Company's
Board of Directors and the members of its Committees.
Gender representation ratios
Women
Men
%
%
LAMDA Development S.A. (consolidated level)
Personnel
52
48
Senior Management
55
45
Annual financial report for the year ended 31 December 2021
39
Age Data
Average Age of BoD members: 65,8
Standard deviation of BoD members age: 10,1
D.14. External professional commitments of BoD members.
According to the Company’s Suitability Policy in force, all BoD members devote the necessary
time and effort, in order to achieve a satisfactory response and efficient performance of their
duties.For the determination of the time sufficiency, the capacity and duties assigned to the
BoD member are taken into account, the number of his/her positions as member in other BoDs
and other capacities that this member has simultaneously, as well as other professional or
personal commitments and conditions. Each candidate BoD member is informed on the
expected time that he/she is required to devote to his/her duties and meetings of the BoD, as
well as other committees in which he/she participates as a member.
Furthermore, the aforementioned Suitability Policy provides that each BoD member is
expected to participate on a regular basis in the meetings of the BoD and the meetings of
Committees, as well as to maintain the flexibility to attend special/ extraordinary meetings.
For this purpose, a provision is included so that the non-executive members can participate in
up to (five) 5 BoD bodies of listed companies while the Chairman in up to (three) 3 BoD
bodies.
The following table shows the external professional commitments of BoD members:
NAME/ SURNAME
COMPANY
NAME
ROLE (MEMBER OF
THE BOARD,
ADMINISTRATIVE
OR SUPERVISORY
BODY)
PARTNER/
SHAREHOLDER
EVANGELOS CHRONIS
PRIVATSEA MARINE
PROJECTS SA
BoD Member
PRIVATSEA YACHTING
SA
BoD Member
JOHN S. LATSIS
PUBLIC BENEFIT
FOUNDATION
Member of Executive
Board
NERAIDA FLOATING
MUSEUM
Chairman, BoD
ODISSEFS
ATHANASIOU
SEV
BoD Member
ENDEAVOR
BoD Member.
ALLIANCE FOR
GREECE
Vice Chairman, BoD
Annual financial report for the year ended 31 December 2021
40
BRAINY I.K.E
Partner
FOTIOS ANTONATOS
CONSOLIDATED
LAMDA HOLDINGS
S.A.
(Luxembourg)
BoD Member
EFG BANK MONACO
SAM, (Monaco)
BoD Member
EFG EUROPEAN
FINANCIAL GROUP
LIMITED Malta
BoD Member
GESTRON S.A. Geneva
(Switzerland)
BoD Member
JOHN S LATSIS
PUBLIC BENEFIT
FOUNDATION
(Liechtenstein)
Member of Executive
Committee
GEX
INVESTISSEMENTS
SARL
(LUXEMBOURG)
BoD Member
KARAVADO TRADING
INC,
(BVI)
BoD Member
PANEUROPEAN OIL
AND INDUSTRIAL
HOLDINGS
SA Luxembourg
BoD Member
POIH INVESTMENTS
LTD
Cyprus
BoD Member
PRIVATE FINANCIAL
HOLDINGS LIMITED
Bermuda
BoD Member
SETE HOLDINGS SARL
LUXEMBOURG
BoD Member
SOCIETE D’ ETUDES
TECHNIQUES &
ECONOMIQUES SA
Switzerland
BoD Member
AUTOHELLAS ATEE
CEO, Executive
Member
AEGEAN AIRLINES SA
BoD Chairman,
Executive Member
Annual financial report for the year ended 31 December 2021
41
EFTICHIOS VASILAKIS
ELTREKKA SA
Chairman, BoD,
Executive Member
KIA HELLAS SA
Executive BoD
Member
HYUNDAI HELLAS SA
Executive BoD
Member
FASTTRAK SINGLE
MEMBER SA
BoD Chairman
SPORTSLAND SA
.
BoD Chairman
& CEO
CRETACOM SA
Chairman & BoD
Member
TEMES SA
Non-Executive
BoD Member
GOLF REGENCIES SA
Non-Executive
BoD Member
GROUND DYNAMIC SA
BoD Chairman,
Executive Member
SETE
BoD Vice
Chairman.
SEV
BoD Member
ENDEAVOR Greece
INC.
BoD Member
VILORNOS SA
BoD Chairman &
CEO
Shareholder 100%
FELIX HOLDINGS Sarl
Shareholder 100%
LAMDA DEVELOPMENT
S.A.
Non-Executive
BoD Member
FOURLIS HOLDINGS
SA
Independent Vice
Chairman of BoD,
Independent Non-
Executive BoD
Member
(27/05/2014 –
17/06/2021)
Annual financial report for the year ended 31 December 2021
42
FOURLIS HOLDINGS
SA
Counsel, Non –
Executive BoD
member.
(18/06/2021-
28/02/2022)
HOUSEMARKET AE
Independent Vice
Chairman of BoD,
Independent Non-
Executive BoD
Member.
(27/06/2016-
02/07/2021)
IOANNIS ZAFIRIOU
ELIZA, NON PROFIT
ORGANISATION
Cashier and BoD
member
VASILIOS KATSOS
DIALBEN
INVESTMENTS
LIMITED
Director
VNK CAPITAL LTD
Partner
NADEAU
INVESTMENTS
LIMITED
Administrator -
Partner
ER.NI.K STABLES P.C.
Partner
INVEST IN MEMORIES
NEPA
Shareholder
MONACO RIB BOATS
SARL
Co -
Administrator
Partner
SCI AMALIA
Shareholder
DEPA Infrastracture SA
BoD Chairman
Non - Executive
SKAMA SA
Non-Executive
BoD Member
C. KYRIAZIS
CONSULTANCY LTD
Administrator
Partner
PQH Single Special
Liquidator SA
Audit Committee
Member
Annual financial report for the year ended 31 December 2021
43
CHARITON (HARRIS)
KYRIAZIS
(without participation
in the BoD) –In
accordance with the
resolution
180/3/22.2.2016 of
Credit and Insurance
Committee (EPATH) of
BoG, GG
B΄717/17.3.2016)
IVEPE-SEV
Institute of Industrial
and Business
Education & Training -
Εducational branch of
SEV
Νon-profit educational
organization
Chairman, BoD
Chartered Institute of
Arbitrators (OMED)
BoD Alternate Member
without
executive authority
International Labour
Organization
(UN Agency)
BoD Alternate Member
without
executive authority
ELLAKTOR GROUP
(until 27-1-2021)
Chairman Audit
Committee of the
Group
(ELLAKTOR parent
company & REDS
SA subsidiary,
without
participation in the
respective BoD
bodies)
ULYSSES
KYRIACOPOULOS
(†)
IMERYS SA
BoD Member
IMERYS GREECE SA
Honorary President
ASK CHEMICALS Gmbh
BoD Member
BLUE CREST HOLDING
SA
BoD Member.
Partner
GREEN CREST
HOLDING Sarl
Partner
Annual financial report for the year ended 31 December 2021
44
MOTODYNAMICS SA
Shareholder
ΟΡΥΜΗΛ ΑΕ
BoD Member
Shareholder
AVGI SA
BoD Member
Shareholder
Omirou Capital Partners
SA.
BoD Chairman
Amalia Hotel
BoD Vice - Chairman
Athinaiki Xenodoxeiaki
SA.
BoD Member
KALYPSO – MARIA
NOMIKOU
(N.E.A.R.) NEW ERA
ASSET RECOVERY
LIMITED (CY)
Shareholder
KEFY HOLDING COMPANY
LIMITED (CY)
Shareholder
F.H.C. Fizzlec
Corporation Ltd. (CY)
Shareholder
A.M. NOMIKOS
TRANSWORLD
MARITIME AGENCIES
SA (PA)
Executive/ BoD
Chairman
Shareholder
A.M. Nomikos & Son
(UK) Limited (UK)
Executive
Shareholder
AMN BULK CARRIERS
INC. (MH)
Shareholder
AMN COMMERCIAL
SERVICES INC. (MH)
Executive / Chairman
& BoD Cashier/
Treasurer
Shareholder
AMN AQUARIUS INC.
(MH)
Shareholder
AMN MARITIME
SERVICES INC (MH)
Executive / BoD
Cashier/ Treasurer
Shareholder
AMN UNIMAR INC (KY)
1
Executive / BoD
Chairman
Shareholder
AMINAV SHIPPING
CORPORATION (KY)
Executive / BoD
Chairman
Shareholder
Annual financial report for the year ended 31 December 2021
45
AMN INC (KY)
Executive / BoD
Chairman
Shareholder
AMN HOLDINGS CORP
(KY)
Executive / BoD
Chairman
Shareholder
KEY SHIPPING INC.
(MH)
1
Executive / BoD
Chairman
Shareholder
Atlantica Inc. (NO)
Executive / BoD
Member
North East Chemical
Carrier Invest Inc. (NO)
Executive / BoD
Member
Shareholder
SOLIDARITY NOW (GR)
BoD Member
MDA Hellas - Non-profit
organization for people
with neuromuscular
diseases
BoD Member
GEORGE VERGOTTIS
MEMORIAL FUND
STIFTUNG
(Lichtenstein)
BoD Member
KOURKOUMELATA
WELFARE FOUNDATION
(Lichtenstein)
BoD Chairman
Gestron Holding
(Luxembourg) Sarl
Gestron Asset
Management SA
(Luxembourg)
Director
SGI Consulting SA
(Luxembourg)
Director
Pronia Health SCA
SICAR Pronia Holding
(Luxembourg) SA
(Luxembourg)
Director
Gestron Holding
(Luxembourg) Sarl
Gestron Services
(Suisse) SA
(Switzerland)
Director
Gestron Holding
(Luxembourg) Sarl
Gestron Services
Director
Annual financial report for the year ended 31 December 2021
46
EVGENIA PAIZI
(Luxembourg) SA
(Luxembourg)
Pronia Health SCA
SICAR La Tour Holding
SA (Switzerland)
Director
Pronia Health SCA
SICAR Hopital de la
Tour SA (Switzerland)
Director
Hellinikon Global SA
(Luxembourg)
Director
Lamda Development
SA (Greece)
Director
Fondation OTIUM
(Switzerland)
Director
SGI Holding SA
(Switzerland)
Director
SGI Consulting SA
Luxembourg
Director
SKA Holding SA
Switzerland
Director
SK Ambulances SA
(Switzerland)
Director
Pronia Health SCA
SICAR Permanence de
la Clinique de Carouge
SA (Switzerland)
Director
SETE Holdings Sarl
Sociιtι d'Etudes
Techniques et
Economiques SA
(Switzerland)
Director
Fondation EPFL
Innovation Park
(Switzerland)
Director
Pronia Health SCA
SICAR La Tour
Immobiliere Sarl
(Switzerland)
Director
La Tour Coinvestment
SA (Switzerland)
Director
Gestron Holding
(Luxembourg) Sarl
Gestron Asset
Management SA
(Luxembourg)
Director
Pronia Health SCA
SICAR
HDLT Partners SA
(Switzerland)
Director
Annual financial report for the year ended 31 December 2021
47
Sete Energy Saudi for
Industrial Projects Ltd
KSA
Director
Pronia Health SCA
SICAR
Quaviate Rive Gauche
SA
(Switzerland)
Director
Pronia Health SCA
SICAR
Quavitae Rive Droite
SA
(Switzerland)
Director
Pronia Health SCA
SICAR
Quavitae Holding SA
(Switzerland)
Director
Pole de Sante SA
(Switzerland)
Director
IOANNA
PAPADOPOULOU
PAPADOPOULOS SA
BoD Chairman &
CEO
Ι.Κ.Ε ΑΚΙΝΗΤΑ Α.Ε.
BoD Chairman &
CEO
ELLINIKA TROFIMA SA
BoD Chairman &
CEO
ENDEAVOR GREECE
BoD Member
ARIS SERMPETIS
ARIMA-TOUR S.A.
(Switzerland)
Administration
SOCIETE
IMMPOBILIERE DE LA
PETITE GRYONNE SA
(Switzerland)
Secretary
SOCIETE D`ETUDES
TECHNIQUES &
ECONOMIQUES SA
(Switzerland)
Administrator
IMMOGEN IMG SA
Annual financial report for the year ended 31 December 2021
48
(Switzerland)
Administrator
SOCIETE
IMMOBILIERE DOUCE
RIVE SA
(Switzerland)
Administrator
GEX
INVESTISSEMENTS
Sàrl
(Luxembourg)
Director
HARDSTONE
SERVICES SA
(Switzerland)
Administrator
ARCANIA HOLDINGS
LIMITED
(Cyprus)
Director
PARLYO HOLDINGS
LIMITED
(Cyprus)
Director
PARLYO HOLDINGS II
LIMITED
(Cyprus)
Administrator
PARLYO PROPERTY
HOLDINGS II Sàrl
(Luxembourg)
Director
GESTRON SERVICES
(SUISSE) SA
(Switzerland)
Administrator
MONNET PROPERTY
INVESTMENTS SARL
(Luxembourg)
Director
LA TOUR HOLDING SA
(Switzerland)
Administrator
PERMANENCE DE LA
CLINIQUE DE
CAROUGE S.A.
(Switzerland)
Administrator
LA TOUR
IMMOBILIERE SARL
(Switzerland)
Administrator
QUADRIMA SA
(Switzerland)
Annual financial report for the year ended 31 December 2021
49
Administrator
QUAVITAE RIVE
DROITE SA
(Switzerland)
Administrator
QUAVITAE HOLDING
(Switzerland)
Administrator
POLE DE SANTE SA
(Switzerland)
Administrator
D.15. Remuneration of the Board of Directors
The remuneration of the Board members is set forth in the Remuneration Policy approved by
the Shareholders’ General Assembly of 23.6.2021, which is posted on the Company’s website
(www.lamdadev.com) and remains effective for four (4) years from that date, unless earlier
revised and/or amended by another General Meeting’s resolution. The Company shall submit
again the Remuneration Policy for approval, to the General Assembly each time there is a
material change of the conditions under which it was prepared, and in any case every four (4)
years from its last approval.
Regarding the drafting of the Remuneration Policy, the Company cooperated with the companies
"KPMG CONSULTANTS SA" and "KORN FERRY INTERNATIONAL SA", which acted as independent
consultants on remuneration issues. It is noted that there is no relationship between the
aforementioned independent consultants with the Company or with the members of the Board
of Directors, individually.
The Policy has been prepared in accordance with the EU Shareholder Rights Directive as
incorporated into Greek by virtue of L.4548/2018. In addition, the Policy takes into consideration
the provisions of Law 4706/2020, the Company’s articles of association, the Company’s
corporate governance code and the Company’s Internal Regulation Code.
The purpose of this Policy is to align the interests of the Board members with those of the
Company’s shareholders taking into account the wage and working conditions of the Company’s
employees. The Policy also contributes to the establishment and maintenance of long-term
commercial and business value, to the setting of business strategy and to the service of both
long-term interests and the viability of the Company through benefits and incentives programs
provided for in said policy, in order to:
• attract and retain top talent from Greece and abroad
• prevent or minimize conflicts of interest
• properly and effectively identify and manage risks related to the pursuit of the Company’s
business activities in general
• ensure fair pay.
D.15.1. Remuneration Policy applicable to Non- Executive Directors
Non-Executive Directors (NEDs) are appointed for a fixed period of five (5) years (with a
possible extension to the following G.A., with a maximum term of six (6) years) and may be
reappointed.
The purpose of the Policy is to enable the Company to attract NEDs who (together) adequately
combine the following characteristics:
• International experience and backgrounds
• Skills and experience relevant to the Company’s needs
• Independency from major shareholders
• Balanced age and gender profile
Annual financial report for the year ended 31 December 2021
50
In proposing the NED fee levels, the BoD takes into consideration the European market
benchmark.
All Non-Executive Directors receive a fixed remuneration for their participation in the BoD
meetings and the meetings of its Committees. This remuneration is not linked to the Company’s
performance. It is associated with the time spent for the Company as well as the scope of their
duties and responsibilities.
Non-executive directors fees are reviewed on a regular basis, and at least every four years
D.15.2. Remuneration Policy applicable to Executive Directors
The remuneration of the Executive Directors is directly aligned with the strategy and objectives
of the Company, with the ultimate goal to create and maintain long-term value for the
Company. It also aims to link the total remuneration with individual performance.
The total remuneration package consists of the following components:
• Base salary
• Short-Term Incentive (“STI”), i.e. the “Bonus Plan”
• Long-Term Incentive (“LTI”), i.e. the “Stock Options Plan”
• Benefits.
The Company aims to position “at market” median of respective comparator markets in terms
of base salary.
The Company aims to position “above market” median of respective comparator markets in
terms of total annual gross pay (base salary + STI / Bonus Plan).
The Company aims to position “top payer” median of respective comparator markets in terms
of total annual gross pay + LTI (Stock Options Plan).
The BoD seeks to ensure an appropriate balance between the fixed and variable components of
the remuneration and between those aspects of the package linked to short-term financial
performance and those aspects linked to longer-term sustainable value creation.
When reviewing the remuneration policy, the BoD uses salary and cost scenario analysis, taking
into consideration factors such as the maximum pay-out in case of stretched performance.
D.15.3. Remuneration Report
The Company drafted a Remuneration Report, in accordance with the provisions of article 112
of L. 4548/2018. The report includes a complete overview of the total remuneration regulated
by the Remuneration Policy regarding the fiscal year 2021.
The report was submitted for approval to the BoD. In addition, it was submitted for an advisory
vote to the Ordinary General Meeting of the Shareholders (“AGM”) of 2021, where it received
95,23 % positive votes.
The Remuneration Report is posted in the Company’s website (www.lamdadev.com), where it
will remain available to the public for a period of ten (10) years, in accordance with paragraphs
4 and 5 of article 112 of Law 4548/2018.
D.16. Number of Shares of BoD Members & Senior Management
The members of the BoD and the senior executives hold a significant percentage of Company
shares, which intensifies their engagement in the fulfilment of the Company's objectives and
harmonizes their personal goals with those of the Company's shareholders. The following table
shows the number of shares held on 31.12.2021:
Surname/Name
BoD Position
Shares
Stake
Giannitsis Anastasios
Chairman, Non Executive
Member
0
0.00%
Chronis Evangelos
Vice Chairman, Non-Executive
64,119
0.04%
Annual financial report for the year ended 31 December 2021
51
Member
Athanasiou Odissefs
Chief Executive Officer,
Executive Member
1,575,868
0.89%
Antonatos Fotios
Non-Executive Member
20,000
0.01%
Vassilakis Eftichios
Non-Executive Member
0
0.00%
Zafiriou Ioannis
Independent, Non-Executive
Member
0
0.00%
Katsos Vassilios
Non-Executive Member
0
0.00%
Kyriazis Chariton
Independent, Non-Executive
Member
5,460
0.00%
Kyriacopoulos Ulysses (†)
Non-Executive Member
0
0.00%
Nomikou Kalypso - Maria
Independent, Non-Executive
Member
11,084
0.01%
Paizi Evgenia
Non-Executive Member
0
0.00%
Papadopoulou Ioanna
Independent, Non-Executive
Member
0
0.00%
Sermpetis Aris
Non-Executive Member
0
0.00%
Total Nr of Shares of BoD
Members
1,676,531
0.95%
Total Nr of Shares of
Executive BoD Members
1,575,868
0.89%
Total Nr of Shares of Non
- Executive BoD Members
100,663
0.06%
Audit Committee Member
Company
Position
Role
according to
Inside
Information
Listing
Shares
Stake
Sfakakis Konstantinos
Audit Committee
Member
Other
0
0.00%
Annual financial report for the year ended 31 December 2021
52
Senior Management
Officers
Company
Position
Role
according to
Inside
Information
Listing
Shares
Stake
Gavriilidis Theodoros
Chief Investment
Officer
Other
Executive
53,777
0.03%
Giannakopoulos John
Legal Counsel,
Chief Legal and
Compliance
Counsel &
Secretary of the
BoD
Legal Counsel
60,000
0.03%
Goritsas Harris
Chief Financial
Officer
Chief Financial
Officer
20,000
0.01%
Karastogiannis Dimitris
Chief Corporate
Affairs & Business
Development
Officer
Other
Executive
32,449
0.02%
Karatopouzi Konstantina
Chief Operating
Officer
Other
Executive
43,229
0.02%
Kosmetatou Yvette
Chief Marketing
and
Communications
Officer
Other
Executive
0
0.00%
Nikolopoulos Christos
Chief Asset
Management
Officer
Other
Executive
9,700
0.01%
Paizi Melina - Sotiria
Chief
Development
Officer,
Malls, Offices, M.
Park, Leisure
The Ellinikon
Project
Other
Executive
9,524
0.01%
Papageorgiou Alexandra
Chief HR Officer
Other
Executive
30,033
0.02%
Mary Papakonstantinou
Chief Internal
Auditor
Chief Internal
Auditor
20,000
0.01%
Touziou Aggeliki
Acting Chief
Development
Officer,
Residential,
Sports & MUT
Other
Executive
13,353
0.01%
Annual financial report for the year ended 31 December 2021
53
Total Nr of Shares of
Senior Management
Officers
292,065
0.17%
Grand Total of Nr of
Shares
1,968,59
6
1.11%
E. Senior Management CVs
Theodoros A. Gavriilidis
Chief Investment Officer
Theodoros Gavriilidis, MRICS, has been employed at LAMDA Development since 2003 (except
for the period 2009-2014), and currently holds the position of the Chief Investment Officer.
During the period of 2009-2014, he held the positions of Business Development Director of
REDS SA (Ellaktor Group), Senior Project Manager of TAIPED, and member of the board of
ETAD, while, prior to working for LAMDA Development, he had also worked for J&P Overseas
Ltd και Bovis Lend Lease. Mr. Gaviilidis holds an MBA from the MIT Sloan School of Management
and a Civil Engineering Degree from the Aristoteleion University of Thessaloniki. He has also
won scholarships from the Latsis, Onassis and Fulbright Foundations.
John Giannakopoulos
Chief Legal and Compliance Counsel & BoD Secretary
John Giannakopoulos is the Chief Legal Counsel, Company Secretary and Chief Compliance
Officer οf LAMDA Development. He is a Member of the Athens Bar Association, qualified to
appear before the Supreme Court.. He joined the Company in 2006. He possesses extended
and deep business and legal experience at local and international level. He has served as
General Counsel in companies and groups of companies in various sectors of the economy;
likewise, in his capacity as Partner in well-reputed law firms, he served as senior external
counsel to such companies and groups of companies, being in charge of teams of lawyers
running and completing successfully complex projects (M&As and JVs, Construction & Real
Estate, Concessions and Public Contracts, Project Financing, Negotiations, High-profile
Litigation, etc.). Mr. Giannakopoulos holds an MBA from the University of Piraeus, an MSc in
Economics from ALBA Business School, an LLM in International Commercial Law and E-
commerce from the UK, and an LLB from the Law School of the University of Athens.
Harris Goritsas
Chief Financial Officer
Harris Goritsas is the Chief Financial Officer in LAMDA Development. He has more than 25 years
of professional experience in Financial Management, in auditing companies, consumer goods
and industrial production companies. Prior to joining LAMDA Development, Haris Goritsas was
the Chief Financial Officer of Frigoglass group, the Europe Pricing Director and Area Financial
Director of Southeastern Europe in Diageo, Financial Controller and Financial Director of Central
and Eastern Europe in the Coca Cola Company, while he started his professional career in an
auditing firm. Harris Goritsas is a graduate of the Athens University of Economics and Business,
Business Administration department and holds an MBA degree from the ALBA Business School
Annual financial report for the year ended 31 December 2021
54
Dimitris Karastogiannis
Chief Corporate Affairs & Business Development Officer
Dimitris Karastogiannis is the Chief Corporate Affairs Officer of LAMDA Development, since
February 2019. Prior to LAMDA Development, he worked at the European Commission (DG
ECFIN, DG GROW) on the design, monitoring and implementation of the Economic Adjustment
Programs for Greece. Before that, he worked as associate lawyer for leading law firms in
Brussels and Athens. Dimitris Karastogiannis holds an LL.B. (Bachelor of Law) from Aristotle
University of Thessaloniki (Greece) and an LL.M. (Master of Law) from the University of
Cambridge (UK). He also holds a Diploma in Antitrust Economics from King’s College London
(UK) and he is member of the Athens Bar Association.
Konstantina Karatopouzi
Chief Operating Officer
Konstantina Karatopouzi is the Chief Operating Officer of LAMDA Development. She has been
working in the Latsis Group of Companies since 2000, initially in the Financial Department of
the EFG Group in London, UK, and since 2003, in LAMDA Development, in various managerial
positions, amongst which, the Assets Management Director position. Prior to working with the
Latsis Group, Ms Karatopouzi had gained experience as an auditor in PriceWaterhouseCoopers
in London, as well as in the auditing firm Kostouris Michailidis in Athens. She is a fellow member
of the Chartered Association of Certified Accountants since 1997 and has a degree in Economics
from the Economics and Political Sciences Department from the Aristotle University of
Thessaloniki.
Yvette Kosmetatou
Chief Marketing and Communications Officer
Yvette Kosmetatou is the Chief Marketing & Communications Officer of LAMDA Development
Group of Companies since January 2020. Before joining the Group, she had already gained 25
years of professional experience in various national and multinational corporations in Greece
and abroad such as Vodafone, OTE Group, Henkel, Praxia Bank. Yvette holds a Bachelor’s
degree in Economics from University of Piraeus and a Postgraduate Diploma in Digital Business
from the Emeritus Institute of Management. She is an elected member and Board Chair of
Advertising Self-Regulation Council of Greece and an elected member and Board Secretary of
the Hellenic Association of Advertisers. She is also chairing the Make-A-Wish Foundation in
Greece.
Christos Nikolopoulos
Chief Asset Management Officer
Christos Nikolopoulos is the Chief Asset Management Officer of Lamda Development. He joined
the Group in 2009 as Country Manager. He has 20 years of experience in Strategy, Investment,
Finance and Operations, gained at Shell, NBGI Private Equity in London and the Titan Cement
Group. He holds a Bachelor in Business Administration from the Athens University of Economics
and Business and an MSc in Finance.
Melina Paizi
Chief Development Officer, Malls, Offices, M. Park, Leisure
Melina Paizi is the Chief Development Officer, Malls, Offices, Metropolitan Park, Leisure, of
LAMDA Development for the Ellinikon Project. She brings experience of more than 20 years in
positions of General Management, Retail and Marketing at various multinational corporations,
in Greece and abroad, including the ΜcArthurGlen Group, The Coca-Cola Company, Τoyota and
L’Oreal. Ms Paizi holds a Bachelor’s degree in Business Administration from Athens University
of Economics and Business and an MBA degree from the Bocconi School of Management in
Milan, Italy.
Annual financial report for the year ended 31 December 2021
55
Alina Papageorgiou
Human Resources Manager
Alina Papageorgiou is the Chief HR Officer in LAMDA Development. Prior, she had acquired 26
years of professional experience in the area of Human Resources Management, with previous
positions as Chief HR Officer in Intralot, Group HR Director at the Vivartia Group, HR Director
at the companies Diageo and Astra Zeneca, and HR Development Manager at Nestle Hellas.
She has also a 6 years teaching experience at Deree, the American College of Greece. Ms
Papageorgiou holds a Bachelor’s degree in Management and Organizational Behavior from
Deree, The American College of Greece and an MBA from City University Business School,
London, UK.
Mary Papakonstantinou
Chief Internal Auditor
Mary Papakonstantinou was appointed Internal Auditor of LAMDA Development in April 2006.
She joined LAMDA Development in February 2003 as a financial executive and held the position
of Financial Analyst and Assistant to the CFO of the Company. Prior to joining LAMDA
Development Mrs Papakonstantinou was working as Manager of Financial Services at BITROS
group of companies. Mary Papakonstantinou holds a bachelor's degree in Business
Administration from Athens University of Economics and Business, as well as a master’s degree
in Business Administration (Executive MBA – International Program) from the same university.
She is member of the Hellenic Institute of Internal Auditors (H.I.I.A.), of the Institute of Internal
Auditors (I.I.A.) and of the Economic Chamber of Greece and actively participates in various
working groups and initiatives to promote principles of internal audit thus corporate governance
in Greece.
Touziou Angeliki
Acting Chief Development Officer, Residential, Sports and MUT
Angeliki Touziou, has been employed at LAMDA Development since 2003 and currently holds
the position of the Acting Chief Development Officer Residential, Sports & MUT. During this
period, she held key roles in project management, design and construction of the Shopping
Malls (The Mall Athens, Golden Hall) as well as in the development of projects in the Balkans
(Romania, Serbia), whereas since 2012 she has dealt exclusively with the Ellinikon Project.
Prior to working for LAMDA Development, she had also worked for Freyssinet (Group Vinci) in
Spain and Greece. Mrs. Touziou holds a BEng. in Civil Engineering from University College
London and a MSc DIC from Imperial College London
F. Related Party transactions & Proper Notification of the BoD
The Company has a Procedure for compliance with the obligations concerning transactions with
related parties (“the Procedure”), which was drafted in the context of transparency and
monitoring of the transactions with affiliated parties. More specifically, the Procedure is related
to the Company's compliance with the provisions of the current institutional and regulatory
framework (such as, but not limited to, Law 4706/2020 and Law 4548/2018), which define the
criteria with which the Company is obliged to comply in order for its transactions with related
parties to be legal.
The Procedure is intended to capture the actions taken with regard to the monitoring of the
transactions with related parties and their proper notification to the competent bodies and
shareholders of the Company
A related Party, according to IAS 24, is considered any person or entity that is related to the
entity that is preparing financial statements (referred to below as the "Reporting Entity")
(a) A person or a close member of that person's family is related to a reporting entity if that
person:
(i) has control or joint control over the reporting entity;
(ii) has significant influence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the
reporting entity.
(b) An entity is related to a reporting entity if any of the following conditions applies;
Annual financial report for the year ended 31 December 2021
56
(i) The entity and the reporting entity are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture
of a member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third
entity.
(v) The entity is a post-employment defined benefit plan for the benefit of employees of either
the reporting entity or an entity related to the reporting entity. If the reporting entity is itself
such a plan, the sponsoring employers are also related to the reporting entity.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the
key management personnel of the entity (or of a parent of the entity).
A related party transaction is a transfer of resources, services, or obligations between related
parties, regardless of whether a price is charged
Members of a person's immediate family environment are family members who may be
expected to influence, or are influenced by, that person in their relationship to the entity and
include:
(a) The children and spouse of that person or the person with whom he/she shares the same
household,
(b) The children of the spouse of that person or the children of the person with whom he/she
shares the same household, and
(c) The dependent/ supported individual by the person in question or by his/her spouse or by
the person whom he/she is cohabiting, persons
The Procedure consists of the following steps:
1. Sending a contractual term to the Counterparty, by which the latter declares that the
conditions for his/her designation as a related party are not met. The term is listed in
the draft contract of the transaction.
2a. Should the Counterparty accept the contractual term, the Procedure is completed.
2b. Should the counterparty not accept the contractual term of step 1, a Statutory
Declaration is to be completed by the Counterparty, stating the conditions that make
him/her a Related Party/ Affiliate.
3. Receipt of the signed Statutory Declaration.
4. Forwarding the Statutory Declaration to the Financial Management Department.
5. Registration of the Related Party in the Related Parties Registry.
6. Notifying Legal Department about the existence of a Related Party/ Affiliate.
7. Completion of all necessary actions for the convening of BoD, in order to make a
resolution regarding the conclusion of the transaction
8. BoD meeting.
9a. Should the decision of the Board be negative, the transaction is canceled.
9b. Should the decision of the Board be positive, a relevant report of a chartered
accountant or audit company or another - independent to the company - third party
is received, which is incorporated in the Minutes of the BoD meeting.
10. The BoD decision is published in the General Commercial Registry (G.E.MI.) and the
Procedure is completed.
11. The BoD decision is published in General Commercial Registry (G.E.MI.).
12a. Convening of the General Assembly in order to grant permission for the conclusion of
the transaction, if shareholders representing 1/20 of Capital Share, submit a relevant
request within ten (10) days following the publication of the BoD decision.
Annual financial report for the year ended 31 December 2021
57
12b. Written statement addressed to the Company regarding the non-convening of the
General Assembly, if shareholders representing 1/20 of Capital Share, do not submit
a relevant request within ten (10) days (The statement further validates the BoD
decision).
13. General Assembly Meeting and decision making
14. Publication of the decision of the General Assembly in G.E.MI.
15. Drawing up a contract with the Related Party
G. Additional information that are required by sections (c), (d), (f), (h) and (i) of
article 10 par. 1 of the 2004/25/EC Directive of the European Parliament and of the
Board, of the 21st April 2004, regarding the public offers of acquisitions
• The additional information pursuant to section (c) of article 10 par. 1 of the 2004/25EC
Directive can be found in the section of the current Directors Report that presents the
additional information pursuant to article 4 par. 7 of Law 3556/2007
• With regard to the additional information pursuant to section (d) of article 10 par. 1 of the
2004/25/EC Directive, there is not any kind of titles issued by the Company which confer
special control rights to their holders
• With regard to the additional information pursuant to section (f) of article 10 par. 1 of the
2004/25/EC Directive, there does not exist any limitations whatsoever with regard to voting
rights.
• The additional information pursuant to section (h) of article 10 par. 1 of the 2004/25/EC
Directive, relevant with the amendment of the Articles of Association of the Company and
the appointment and replacement of a member of the Board of Directors, are included in
another section of the current Directors Report that presents the additional information
pursuant to article 4. par. 7 of Law. 3556/2007.
• The additional information pursuant to section (i) of article 10 par. 1 of the 2004/25/EC
Directive can be found in the section of the current Directors Report that presents the
additional information pursuant to article 4 par. 7 of Law 3556/2007.
H. BoD Committtees
H.1. Audit Committee
H.1.1. Introduction
The Audit Committee operates within the framework of the application of the provisions of Law
4449/2017 and aims at assisting the Company's BoD in its duties with regard to financial
reporting, Internal Control System (ICS), Corporate Governance System (CGS), supervision of
the statutory audit, as well as information and IT systems security and the disclosure of the
sustainability policy, which is followed. Because of the enactment of the provisions of Law
4706/2020, the need for the re-establishment of the Audit Committee and the adjustment of
its Rules of Procedure (16.07.2021) arose.
H.1.2. Composition
The Audit Committee is an independent committee within the meaning of article 44, par. 1(a),
case (ab) of Law 4449/2017, as replaced by article 74, par. 4 of Law 4706/2020. It consists of
non-executive members of the BoD and of third parties, elected according to the resolution of
the Extraordinary General Meeting of Shareholders dated 22.12.2020, in application of article
44, par. 1(b) and 1(c). The term of office of the Committee is three years.
The Committee consists of four (4) members, three (3) of which are members of the BoD and
the other one (1) not a member of the Company’s BoD but a third party outside the Company.
Annual financial report for the year ended 31 December 2021
58
H.1.3. Functioning of the Committee
A quorum is present, and the Committee may validly deliberate on the agenda when the
meeting is attended by at least 3/4 of its members. Decisions of the Committee are taken by
majority vote after deliberations and in a case of a tie the Chair shall have a casting vote. In
the Chair's absence, the Committee is chaired by the most senior Independent Non-Executive
Member present.
The Audit Committee is convened by its Chair or the Chair's alternate, by means of a two (2)
days’ notice of meeting given to the Committee's members, or a five (5) days' notice, if the
meeting convenes outside the Company's registered office. The notice must clearly mention the
agenda of the meeting.
The agenda is set by the Chair of the Committee. Supporting documentation, if applicable, is
sent together with the notice of meeting or at a later stage, and in any case in due time for the
meeting.
The deliberations and decisions of the Committee are entered into minutes, kept and signed by
the members present at the meeting, according to article 93 of Law 4548/2018. Any member
of the Committee may request the entry of that member's opinion in the meeting’s minutes.
The Audit Committee is supported by a Secretary, who is the Chief Internal Auditor and attends
the Committee's meetings.
H.1.4. Responsibilities
The main functions and responsibilities of the Audit Committee within its object, are
summarized as follows:
External Audit
The Audit Committee monitors the process and performance of the statutory audit of the
company individual and consolidated financial statements of the Company and informs the BoD
for the issues that arose.
It oversees and monitors the independence of certified auditors accountants or audit firms, in
accordance with Articles 21, 22, 23, 26 and 27, as well as with Article 6 of Regulation (EU) No
537/2014, and in particular the appropriateness of non-audit services provided to the Company,
in accordance with Article 5 of Regulation (EU) No 537/2014.
It is responsible for the selection of certified auditors accountants or audit firms and the
determination of their remuneration and nominates the certified auditors – accountants or the
audit firms to be appointed in accordance with Article 16 of Regulation (EU) No 537/2014,
except in cases where Article 16 par.8 of Regulation (EU) No 537/2014 applies.
Financial Reporting Procedure
It monitors, reviews and evaluates the financial reporting preparation process, i.e. the
production systems and mechanisms, and the flow and diffusion of the financial information
produced by the Company’s organisational units involved. The above responsibilities of the
Audit Committee also include any other information published in any manner (i.e.
announcements published in Athex Exchange Group, press releases), regarding financial
information. In this context, the Audit Committee informs the BoD about its findings and
submits proposals for the improvement of the procedure, if it is deemed necessary.
It assesses the material issues and risks likely to impact the financial statements, and review
of the Management's critical accounting estimates and judgements in the preparation of the
financial statements.
Annual financial report for the year ended 31 December 2021
59
Internal Control & Corporate Governance Systems
Systems Supervision
The Committee supports the BoD in the assurance of the effectiveness and efficiency of the
Company's Internal Control and Corporate Governance Systems. More specifically:
It monitors the efficiency of the Internal Control System (ICS), principally through the work of
the Internal Audit Service, certified auditor accountant and external evaluator and submits its
proposals together with the Internal Audit Service's proposals, to the Company's BoD.
It supervises the implementation of the Corporate Governance System (CGS) adopted by the
BoD, and periodically evaluates its efficiency, mainly through the Internal Audit Service's and
the external evaluator's work, informs the BoD of its findings and submits its proposals,
together with those of the Internal Audit Service, to the BoD, seeking to remedy any
deficiencies.
It reviews and evaluates the policies and procedures regarding the periodic evaluation of the
CGS, especially in terms of adequacy and efficiency of financial reporting both on a company
and on a consolidated basis, and in terms of risk management and compliance, always
according to recognized evaluation and professional Internal Audit Standards. It also reviews
and evaluates the implementation of the provisions of law 4706/2020 on corporate governance
using external evaluators and submits its findings to the Company's BoD.
The Committee has an active role in the periodic evaluation of the CGS and the ICS by external
evaluators as it a) selects the nominees to perform the evaluation; b) proposes, selects and
approves the assignment of the evaluation; c) monitors and supervises the aforesaid
evaluation, as to the proper adherence to the agreements; and d) receives the Evaluation
Report, which includes a report of all evaluation findings and the respective analyses thereof,
and a summary of the evaluator's comments and the respective analysis thereof. The
Committee informs the BoD of all of the above.
It oversees the implementation of the response actions to the findings of the CGS and ICS
evaluation carried out by external evaluators or by the Internal Audit Service and informs
accordingly the BoD.
It reviews any published non-financial information.
As part of its above responsibilities, the Committee monitors and supervises the functions of
Risk Management, Internal Control and Regulatory Compliance also through the units of Risk
Management, Regulatory Compliance and the Internal Control Service, which report functionally
to the Committee.
Other matters
The Committee supervises the preparation and updating of the Conflict of Interests Policy and
relevant procedures of the Company. It also examines conflict of interests arising in the Group,
it approves conflict of interests response plans, and, where necessary, submits the relevant
reports to the BoD.
Reviews and approves the Non-audit Works Assignment Policy.
It supervises the implementation of the Group's Information and IT Systems Security Policy.
It provides support to the BoD in acquiring sufficient information on decision-making regarding
transactions between related parties, according to the approved procedure.
It examines, in cooperation with the Legal Counsel of the Company, at least once a year and/or
earlier if necessary, the pending legal cases that may affect the financial situation of the
Company.
It prepares and updates this Charter and submits it to the Company's BoD for approval,
following which, the Charter is published on the Company's website.
Annual financial report for the year ended 31 December 2021
60
Investor Information
The Committee submits an Annual Activity Report in the Annual Financial Report of the
Company and to the Ordinary General Meeting of the Company's Shareholders. This report
details the Committee's actions and the issues addressed by it in the previous year.
Through the Activity Report, the Committee informs investors of the Sustainable Development
Policy of the Company.
The Chair of the Committee attends the Annual General Meeting of the Company in order to
answer any questions of investors regarding the Committee's activities.
H.1.5. Evaluation
On an annual basis, or even sooner, if there are sufficient grounds for this, the Audit Committee
evaluates the adequacy and efficiency of the Audit Committee's Charter and submits it to the
BoD for approval.
Moreover, the Committee carries out annual self-evaluations of its performance, functioning
and overall qualifications of its members by means of a relevant questionnaire. The Chair of the
Committee is responsible for planning the evaluation. The evaluation results are discussed by
all the members of the Committee and the Chair takes steps to address any weaknesses in
order to improve its services.
The Audit Committee informs the BoD of the evaluation results and of any steps taken to
address any deficiencies. The Committee evaluation results are taken into consideration in the
evaluation of the Committee by the BoD in terms of efficiency and performance of duties, which
takes place on an annual basis as detailed in the BoD Charter.
The self-evaluation of the Audit Committee for 2021 has been completed without findings. The
update of BoD on its results is pending and the evaluation of these results by the other members
of the BoD is also pending.
H.1.6. Proceedings - Meetings
Regarding the activities of the Audit Committee in 2021, the relevant Report of its Chair, Mr.
Η. Kyriazis, is quoted:
Intro by the Chair of the Audit Committee
In my capacity as Chair of the Audit Committee of the Company "LAMDA DEVELOPMENT -
Holding and Real Estate Development Société Anonyme ", I hereby submit to you, on behalf of
the Audit Committee, the Activity Report for the year 2021, which refers to Audit Committee’
work based on its responsibilities as assigned and presented in detail in the Audit Committee
Charter published on the Company's website https://www.lamdadev.com
Composition
The current Audit Committee, established according to the terms and conditions of article 44,
par 1(c) of Law 4449/2017, as amended by article 74 of Law 4706/2020, was elected by
resolution of the Company’s Extraordinary General Meeting of Shareholders dated 22.12.2020,
following which the Audit Committee was established as a body and its Chair was elected by
decision of the Audit Committee that convened on the very same day, according to article 44,
par. 1(e) of Law 4449/2017, as amended by article 74, par. 4 of Law 4706/2020. More
specifically, the Audit Committee is composed of:
1. Chariton Kyriazis, Chair of the Audit Committee and Non-Executive Member of the Board of
Directors of the Company and Independent within the meaning of article 9, par. 1 & 2 of
Law 4706/2020, meeting in any case the criteria of article 4 of Law 3016/2002, as currently
in force;
2. Ioannis Zafeiriou, Member of the Audit Committee and Non-Executive Member of the Board
Annual financial report for the year ended 31 December 2021
61
of Directors of the Company and Independent within the meaning of article 9, par. 1 & 2 of
Law 4706/2020, meeting in any case the criteria of article 4 of Law 3016/2002, as currently
in force;
3. Evgenia Paizi, member of the Audit Committee and Non-executive Member of the Board of
Directors of the Company; and
4. Konstantinos Sfakakis, member of the Audit Committee, Third Person outside the Company,
Independent within the meaning of article 9, par. 1 & 2 of Law 4706/2020, meeting in any
case the criteria of article 4 of Law 3016/2002, as currently in force.
All Audit Committee members have sufficient knowledge of the sector that the Company
operates. At least one member of the Committee, Mr. Sfakakis, has sufficient knowledge in
auditing and accounting.
Meetings
During the fiscal year 2021 a total of seven (7) meetings were held. The following table shows
the statistics of the members' participation in the Audit Committee meetings:
Members
Audit Committee Meetings - Year 2021
Participation
percentage:
13 APR
19 APR
26 MAY
9 JUL
14 SEP
28 SEP
6 DEC
Kyriazis
Chariton
√
√
√
√
√
√
√
100%
Paizi Evgenia
√
√
√
√
√
√
85.7%
Sfakakis
Konstantinos
√
√
√
√
√
√
√
100%
Zafeiriou
Ioannis
√
√
√
√
√
√
√
100%
As regards the activities of the Audit Committee, the issues examined during the fiscal year 2021 were
the following:
A. Statutory Audit
• The Audit Committee monitored and examined the process of the statutory audit of the
Company's individual and consolidated statements for the financial year 2020 and the first-
half of the financial year 2021 as well as the content of the chartered auditor-accountant's
additional reports. It also monitored and reviewed the review procedure of the interim financial
statements carried out by the external auditors for the period 1.1.2021-30.9.2021, evaluating
every tax-accounting issue in order to ensure to the extent possible the proper consolidation
of HELLINIKON S.A. into the financial statements of the Group following the transfer of shares
on 25.6.2021.
• In this context, the Audit Committee discussed with the chartered auditor-accountant matters
concerning the Audit Plan for the financial year 2021 (the audit of which was completed in
2022), the Key Audit Matters in accordance with the sectors of business and financial risks of
the Company, and the results of the audit work. It has ascertained the correctness and
completeness of the statutory audit procedure in accordance with the relevant regulations.
• The Audit Committee confirmed the chartered auditor's independence. It reviewed in their
entirety the fees of the external auditors-accountants of PwC for the auditing work carried out
in 2021, and reviewed and approved additional fees for non-audit work, pursuant to the
Company Policy in force for the Assignment of Non-Audit Services, which implements the
applicable restrictions of European Regulation no. 537/2014 and the relevant HAASOB’s
(Hellenic Accounting and Auditing Standards Oversight Board) directives. In addition, PwC
stated in writing its independence according to the International Code of Ethics for Professional
Accountants of the International Ethics Standards Board for Accountants (the IESBA Code)
and the ethical requirements of the European Regulation 537/2014 and Law 4449/2017.
• It confirmed, according to Law 4449/2017, that the conditions for changing the chartered
Annual financial report for the year ended 31 December 2021
62
auditor for the statutory audit of the fiscal years 2020 and 2021 were not met. In addition,
according to HAASOB’s "Directive on the maximum duration of audit engagements" dated
7/4/2020 (par. 9.b), it established that the "change" of chartered auditors shall be required
for the statutory audit of the financial year 2024.
• It decided to remove the chartered auditors of the company "S.O.L. S.A." from the statutory
audit of HELLINIKON S.A.'s financial statements for the financial year from 01.01.2021 to
31.12.2021 and the assignment of the statutory audit of HELLINIKON S.A. to the chartered
auditor of the Group, PwC.
B. Financial Reporting Procedure
• The Audit Committee reviewed and evaluated the Financial Reporting procedure followed for
the preparation of the Annual Financial Statements of 2020, the Semi-Annual Financial
Statements of 2021 and the Nine-months Financial Statements of 2021 through the work of
the chartered auditor, and, having ascertained its rightful execution, it informed the Board of
Directors accordingly, and proposed their approval.
• The Audit Committee discussed with the Management, the CFO, the Chief Internal Auditor and
the Chartered Auditor about the key issues for updating/reviewing, as these resulted during
the audit of the financial results and the other proposals of the aforementioned persons.
• It was briefed by the Chief Internal Auditor about the positive result of the audit with regard
to the preparation of the interim financial statements of the Company and the Group for the
1st Quarter of 2021, and about the key aspects for updating/reviewing, as these resulted
during the audit of the financial results, following which it proposed their approval to the Board
of Directors.
C. Procedures of the Internal Audit and Risk Management Systems and the Internal Audit Unit
• The Audit Committee was informed, by means of a written statement of the Chief Internal
Auditor, about the independence of the Internal Audit Service.
• It was fully briefed about the procedures in place for the identification, recording, assessment
and management of the risks faced by the Company, and about the new online risk
management tool (Archer), and it supervised the implementation of the Risk Management
Unit's plan of work. The establishment of the new Risk Management feature is expected to be
completed within the 1st semester of 2022, whereupon a relevant presentation will be given
to the Board members.
• It was fully briefed about the progress of the Compliance Unit and the implementation of the
action plan for the years 2021 and 2022.
• It took an active part in the redesigning and implementation of the Corporate Governance
System and the Internal Audit System of the Company. More specifically:
o It reviewed the new and revised official corporate documents (regulations, policies and
procedures) prepared for the implementation of the new law 4706/2020 on corporate
governance regarding the compliance of the Company, and submitted, as and when
required, proposals for their approval by the Company's Board.
o It carried out the review and revision of its Charter and submitted a proposal for its
approval to the Company's Board of Directors (effective date: 16.07.2021).
o It evaluated the revised Internal Audit Service Charter and submitted a proposal for its
approval to the Company's Board of Directors (effective date: 16.07.2021).
o It took steps to ensure the reorganisation of the Risk Management Unit's and the
Regulatory Compliance Unit's reporting lines, according to law, and ensured that the
Company's organisational chart reflects the changes.
o It reviewed, through the work of the Internal Audit Service, the level of the Company's
compliance with the Greek Corporate Governance Code that was adopted by the
Company’s Board of Directors' meeting dated 16.7.2021.
o It reviewed, by means of an extraordinary audit carried out by the Internal Audit Service,
the website of the Company, mainly as regards the validity, accuracy and adequacy of
the information published.
• It held meetings with the external auditors, independent assets valuators (Savills), the CFO,
the Chief Internal Auditor, and other officers of the Company, in order to discuss extensively
the impact of COVID-19 on the financial results and the business of the Group, especially on
Annual financial report for the year ended 31 December 2021
63
the real property values, and the new steps that need to be taken to maintain the
competitiveness of the Company, especially its Shopping Centers.
• It was briefed on the pending legal cases of the Company through a detailed presentation
prepared by the Company's Legal Counsel.
• It examined cases of potential conflict of interests resolved according to the approved
procedure.
• It reviewed and assessed the adequacy and efficiency of the Internal Audit Service's work, and
was briefed about all the audits carried out within the reported period, the findings thereof,
the corrective actions agreed with the senior management and the timeline for their
implementation. In addition, it was given a follow up on the progress of the actions
implementation according to the set implementation timeline.
• It approved the revision of the Internal Audit Service's annual audit plan for the year 2021
proposed by the Chief Internal Auditor. Its revision was deemed necessary in order to
incorporated a new extensive audit concerning the compliance of the Company with the special
provisions of the new Greek Corporate Governance Code of the Hellenic Corporate Governance
Council (the "HCGC") (June 2021), adopted by the Company in Board of Directors’ meeting
dated 16.7.2021, and in order to highlight any non-compliance issues.
• It evaluates the needs for necessary resources, and the consequences of restrictions on the
resources or the auditing work of the Internal Audit Service in general, based on the audit plan
and the Company risks assessment submitted by the Chief Internal Auditor.
• During financial year 2021, and in addition to the Committee meetings, the Chair of the
Committee held twelve (12) meetings with the Chief Internal Auditor in order to be informed
of the progress of internal audits and of other matters pertaining to the competencies of the
Internal Audit Service. In addition, it held meetings with the Chair of the Board and the CEO
on matters concerning the internal audit of the Company, risk management, and the Corporate
Governance System.
• The Chair of the Committee carried out an evaluation of the Chief Internal Auditor's
performance in the context of the annual evaluation of the Group's senior officers for the year
2020.
• The Audit Committee performed a self-evaluation of its work for the year 2020, and made an
appraisal of its operation and the overall skills and qualifications of its members by filling out
a relevant questionnaire, the conclusions of which were discussed at length.
• It was briefed about the reorganisation of the Financial Division and the establishment of the
Financial Planning Department, with main responsibility the monitoring of the Hellinikon
project business plan.
• It was briefed on Whistleblowing matters highlighted recently, starting from the effective date
of the respective policy, i.e. from September 2021 onwards.
• It was briefed by the Senior Director, Technology, about the actions of the Technology Division
concerning the security of the IT systems.
• It discussed and took detailed resolutions on matters pertaining to a more efficient
organisation and operation of the Audit Committee and its activities plan.
For all the above issues, the Chair of the Audit Committee informed the Board of Directors as
needed on a case by case basis.
D. Sustainable Development
Sustainable Development is an integral part of the Company's long-term strategy. The Company,
according to its Board of Directors' decision dated 16.7.2021, implements a Sustainable
Development Policy, the main points of which may be summarised below:
The Policy sums up the commitment of the Company for a responsible management of the
economic, social and environmental impact arised from its operations to its stakeholders and
generally, on the economy, the society and the natural environment, in order on the one hand
mitigating any adverse consequences (e.g. greenhouse gas emissions) and on the other increasing
the positive effects (e.g. job creation), following the UN Sustainable Development Goals.
The Company's Sustainable Development Policy is based, inter alia, on the principles of Materiality
Annual financial report for the year ended 31 December 2021
64
and Stakeholder Engagement, as defined in the GRI Standards and the UN 2030 Agenda on
Sustainable Development (17 Sustainable Development Goals). It is also based on the values of
the Company - i.e. Extroversion, Innovation, Investment in the Company's Human Capital, and
Client Centric approach - and covers the following areas:
Environment: In every business and commercial development, the Company takes into
consideration the following environmental aspects:
• Climate change
• Air pollution, noise pollution, and particulate matter pollution
• Biodiversity (impact on ecosystems - animals, plants) and soil quality
• Sustainable use of raw materials and other materials
• Water and liquid waste.
Society: The operations of the Company create a series of social and economic effects on
stakeholders and the country in general. The most important socio-economic effects covered by
this policy include:
• Employment and economic value;
• Prosperity for the society and local communities;
• Innovation and digital transformation;
• Dignity and equality;
• Education and building future skills;
• Health, safety and well-being.
Governance: The Company aims, through the implementation of standards, principles and good
corporate government practices, to act ethically, with openness and transparency in every aspect
of its business activity, enhancing its competitiveness and adding value at all levels of its value-
chain. Under the current policy, a robust approach to corporate governance has been developed
including the following aspects:
• Corporate governance - Consultation/Participation of Stakeholders
• Regulatory compliance and business ethics
• Risk management, business continuity and high response in emergent conditions
• Responsible investment and funding
• Reliable procurement process
The Chair of the Committee worked in close cooperation with Company’s team responsible for
the Sustainable Development strategic goals and for the tailoring of the Policy, aiming at the
adoption of a comprehensive action plan involving all the operational units of the Group.
Maroussi, 30/03/2022
The Chair of the Audit Committee
H. Kyriazis
H.2. Remuneration and Nomination Committee
H.2.1. Establishment and Composition
The Remuneration and Nomination Committee of the Company, the «Committee» was
established according to the decision of the Board of Directors «BoD», dated 01.03.2011 and it
derives from the merger of the Remuneration Committee (established on 16.07.2004) and the
Nomination and Corporate Governance Committee (established on 11.09.2007). According to
Annual financial report for the year ended 31 December 2021
65
the provisions of Law 4706/2020, there was a need for the reestablishment of the Committee
and amendment of its Rules of Procedure.
The Committee consists of five (5) members by majority independent from the Company, within
the meaning of article 9 of Law 4706/2020. More specifically, three (3) out of the five (5)
members of the Committee are independent non-executive members and two (2) are non-
executive members of the BoD. The Chairman of the Committee is independent within the
meaning of article 9 of Law 4706/2020, non-executive member of the BoD. The Chairman and
the members of the Committee are appointed by the BoD of the Company. The participation in
the Committee does not exclude the possibility to participate in other committees of the BoD.
H.2.2. Operation
More specifically, the operation of the Committee is governed by articles 10, 11 and 12 of Law
4706/2020, articles 109 to 112 of Law 4548/2018, and the Guidelines of the Hellenic Capital
Market Commission for the Suitability Policy of article 3 of Law 4706/2020.
The Committee is in quorum and meets validly on the items of the agenda, when three (3)
members are present, by a majority of independents. The Committee meets at the registered
seat of the Company, or where-ever else the Company’s Articles of Association provides for, by
analogy to article 90 of Law 4548/2018. The Committee may meet by teleconference or
conference call.
The discussions and decisions of the Committee are recorded in minutes, which are signed by
the present members, according to article 93 of Law 4548/2018. Any member of the Committee
may request that his opinion be recorded in the minutes.
The drafting and signing of the minutes by all members of the Committee is equivalent to a
decision of the Committee, even if no meeting has taken place before. In such case, article 94
of Law 4548/2018 providing for the BoD «Signing of Minutes without a Meeting» applies by
analogy.
The Committee is assisted by a Secretary, who is a member of the Committee or an executive
of the Company at the discretion of the Committee and in accordance with its decision.
H.2.3. Duties and Authorities
The Remuneration & Nomination Committee intends to assist the BoD in its duties regarding all
objects of activity provided by the law relating to the Remuneration Committee and the
Nomination Committee, and operates in accordance with its detailed Rules of Procedure, which
are posted on the Company's website (www.lamdadev.com).
The duties and authorities of the Committee, regarding remuneration are as follows:
1. It submits proposals to the BoD concerning the Remuneration Policy that is submitted to
the General Meeting for approval, according to par. 2 of article 110 of Law 4548/2018.
2. It submits proposals to the BoD concerning the remuneration of the persons falling under
the scope of the Remuneration Policy according to article 110 of Law 4548/2018 and
concerning the remuneration of senior management of the Company, and mainly of the
Head of the Internal Audit Unit.
3. It examines information included in the final draft of the Annual Remuneration Report,
providing its opinion to the BoD, prior to the submission of the Report to the General
Meeting, according to article 112 of Law 4548/2018.
4. It has the responsibility to determine the remuneration system for the BoD members and
the top management and to make relevant proposals to the BoD, which decides on these
issues or to propose to the General Meeting, where this is required.
5. It examines proposals concerning variable remuneration of the management of the
Company and submits proposals to the BoD with respect to the total amount of annual
variable remuneration (i.e. excluding basic salary) in the Company.
Annual financial report for the year ended 31 December 2021
66
6. It examines proposals of the Company’s management concerning stock option plans or
granting of shares and it submits proposals to the BoD- and through it to the General
Meeting, when this is required.
7. It determines the performance criteria of the executive members of the BoD and their
gravity at the beginning of each financial year, for the short-term bonus plan, on the basis
of the strategic priorities of the Company and its business targets. Upon completion of the
financial year, it evaluates the Company’s performance towards these targets.
8. It examines the performance targets proposed by the management and their co-relation
with variable remuneration of executive BoD members and top management, or targets
connected with stock option plans or granting of shares and it submits proposal to the BoD.
9. It reviews on a regular basis, the salary of executive BoD members and other terms of their
contracts with the Company, including compensation, in the event of leaving, and pension
provisions.
10. It examines and proposes to the BoD the connection of the executive members’
remuneration with ESG and sustainable development indexes that could add long-term
value to the Company. In such case, it shall be ensured that these indexes are relevant and
reliable and promote the proper and effective management of ESG matters and sustainable
development matters.
11. It provides guidance and monitors the external advisor, if he/she has been hired for
remuneration issues. The external advisor is referred to in the annual report of the Company
together with a statement on any potential relationship between himself/herself and the
Company or members of the BoD individually.
12. It proposes to the BoD claw back of the total or part of the bonus attributed to executive
BoD members, due to breach of contractual terms or inaccurate financial statements of
previous fiscal years or due to wrong financial data in general, that were used for calculating
such bonus.
13. It proposes to the BoD the examination of additional compensation, in case of a premature
termination of employment of an executive member, depending on the circumstances.
14. It uses any resources it may deem appropriate for fulfilling its objectives, including services
provided by external advisors.
The duties and authorities of the Committee, regarding Nominations are as follows:
1. It selects the nominees of the BoD taking into consideration the factors and criteria set by
the Company, according to the Suitability Policy adopted.
2. It determines the requirements of the Company with respect to the size and composition
of the BoD, with the purpose to achieve completeness and balance, knowledge, experience
and management ability.
3. It proposes the suitability criteria of the BoD members, with the purpose to ensure
individual and collective suitability.
4. It proposes to the BoD the Suitability Policy and monitors its implementation, with the
support of the Internal Audit Unit, the Human Resources Department, the Legal
Department, the BoD Secretary and the Regulatory Compliance Unit, where necessary.
5. It maintains supporting evidence concerning the approval of the Suitability Policy, and any
amendments thereof, in an electronic file of the Company, through the Secretary of the
Committee.
6. It keeps records through the Chairman of the Committee with the results of the suitability
evaluation, and especially any weaknesses found between the anticipated and real
individual and collective suitability, as well as any necessary measures for their treatment.
7. It recommends to the BoD its staffing with persons of ethics and reputation, having the
experience required according to their duties and role, as well as of the sufficient time for
carrying out their duties.
8. Participates in the selection of third parties for the Audit Committee, when required.
9. It selects the appropriate methodological tools ensuring that nominees for BoD members
are aware of, among other things, the company culture, the values and the general
strategy of the Company, prior to undertaking their duties but also throughout their term
of office.
10. It monitors on a permanent basis the suitability of the BoD members, especially for
detecting instances where re-evaluation of suitability is required, in view of any new event
that may take place.
11. It proceeds with specific actions by the end of every six-month period, in order to ensure
that the individual suitability criteria for each BoD member, as these are described in the
process for monitoring suitability criteria, are met.
12. It examines periodically and consistently the needs for renewal of the BoD.
13. It has in place a clearly defined nomination process, which is implemented in a transparent
manner and in a way that ensures its effectiveness.
Annual financial report for the year ended 31 December 2021
67
14. It finds and recommends to the BoD suitable persons for becoming members of the BoD
on the basis of a specific process.
15. It has in place a framework for filing positions and succession of BoD members, so as to
identify the needs for filing positions or replacement, and to always ensure the smooth
continuation of the management and the fulfilment of the Company’s object.
16. It ensures the smooth succession of the BoD members with their gradual replacement, in
order to avoid lack of management.
17. It achieves through the succession framework, which takes into consideration mainly the
findings of the BoD evaluation, the necessary changes in the composition or skills, in order
to maximize the efficiency and the collective suitability of the BoD.
18. It proposes to the BoD, in order to be further referred to the General Meeting, the fulfilment
by the nominees for independent non-executive members of the BoD of the independence
criteria, provided for in par. 1 and 2 of article 9 of Law 4706/2020 and any other that may
be provided by the Internal Regulation of the Company or the Corporate Governance Code
adopted.
19. It proceeds with specific actions, in order to ensure that independent non-executive
members of the BoD have such capacity upon the time of undertaking their duties and
retain this capacity during their term of office. For this purpose, it monitors on a permanent
basis the fulfilment of independence criteria by the independent non-executive members
of the BoD.
20. It takes into consideration the adequate representation per gender, at a percentage of at
least twenty five (25%) of all BoD members, when submitting proposals for the
appointment of BoD members.
21. It adopts a diversity policy, with the aim of promoting on the one hand the necessary
differentiation in the BoD, and on the other hand the achievement of the multi-collection
of its members. When selecting the BoD members, it takes care so as to ensure variety of
views and experiences, in order for it to make the right decisions.
22. It maintains a list of nominees who have those special characteristics required for the
implementation of the long-term planning of the Company. In this context it ensures the
existence of an appropriate succession plan for the smooth continuation of the
management of the Company’s affairs and of decision making after any resignation of BoD
members, especially of executive members and of members participating in its
committees. The succession plan takes into consideration in particular the findings of the
evaluation of the BoD, in order to ensure that the required changes in its composition and
in the special characteristics are achieved and that the efficiency and collective suitability
of the BoD is maximized.
23. It drafts a complete succession plan of the Chief Executive Officer and takes care of:
i. the identification of the required quality characteristics that should be met in the person
of the Chief Executive Officer,
ii. the continuous monitoring and identification of potential internal nominees,
iii. the search for potential external nominees, if necessary, and
iv. the dialogue with the Chief Executive Officer regarding the evaluation of nominees for
his/her position and other top management positions.
24. It participates in the nomination process and in the drafting of a succession plan for the
BoD members and top management.
25. It defines the evaluation parameters on the basis of best practices and is in charge of the
following:
i. the evaluation of the BoD,
ii. the individual evaluation of the Chief Executive Officer and the Chairman,
iii. the succession plan of the Chief Executive Officer and the BoD members,
iv. the targeted composition profile of the BoD in relation with the strategy and suitability
policy of the Company.
26. It conducts the evaluation process in the form of questionnaires and interviews.
27. It takes care of the annual self-evaluation of the BoD and the periodic evaluation with an
external advisor at least every three years.
28. It provides guidance to the BoD for the annual evaluation of the Chief Executive Officer’s
performance. The results of the evaluation are communicated to the Chief Executive
Officer and are taken into consideration in determining his/her variable remuneration.
29. It takes, with the assistance of the BoD Secretary, the written confirmation of the BoD
members upon their appointment, that they accept the policies, procedures and other
internal documents of the Company in their entirety and that they are bound by them.
Annual financial report for the year ended 31 December 2021
68
30. It proposes to the BoD the replacement of its member, in case it is found that one or more
of the criteria of individual suitability cease to exist in this person, according to the
Suitability Policy of the Company.
31. It approves the Training Policy of the BoD members.
32. It uses any resources it deems appropriate for the fulfilment of its purposes, including
services by external advisors.
H.2.4. Evaluation
The Committee evaluates its Regulation with respect to its suitability and efficiency on a yearly
basis or earlier, if this is imposed by a significant reason, and it submits this to the BoD for
approval. The Regulation, that is each time in force, is posted on the website of the Company.
Moreover, the Committee proceeds with a self-evaluation of its performance, its operation and
the total qualifications of its members, on a yearly basis, through completion of a relevant
questionnaire.
The Chairman of the Committee is responsible for organizing such evaluation. The results of
the evaluation are discussed among all members of the Committee and the Chairman takes the
measures required for the settlement of any weaknesses found, with the aim to improve the
services provided.
The Committee informs the BoD on the results of the evaluation, as well as on the measures
taken for the settlement of any weaknesses. The results of the Committee’s evaluation are
taken into consideration when the efficiency of the Committee and its compliance with its duties
are evaluated by the BoD, a process that takes place on a yearly basis, and that is analytically
described in the Rules of Procedure of the BoD.
H.2.5. Proceedings - Meetings
Regarding the activities of the Remuneration & Nomination Committee in 2021, the relevant
Report of its Chair, Mr. I. Zafeiriou, is quoted:
Intro by the Chair of the Compensation & Nomination Committee
In my capacity as Chair of the Compensation & Nomination Committee of the Company "LAMDA
DEVELOPMENT - Holding and Real Estate Development Société Anonyme", I hereby submit to
you, on behalf of the Compensation & Nomination Committee, the Activity Report for the year
2021, referring to our work on the basis of the duties and responsibilities assigned to us, as
detailed in the Committee's Rules of Procedure published on the Company's website
https://www.lamdadev.com.
Composition
In order to comply with the requirements of the new legal framework introduced by Law
4706/2020 on the Corporate Governance of Sociétés Anonymes, the Compensation &
Nomination Committee has been expanded by virtue of Board of Directors' decision dated
14.04.2021, whereupon it consisted of: Mr Ioannis Zafeiriou, Mr Chariton Kyriazis, Ms Kalypso-
Maria Nomikou, Mr Fotios Antonatos, and Mr Kyriakopoulos Odysseas. Moreover, during the
meeting of 29.09.2021, the Company's Board of Director’s unanimously decided to appoint Mr
Vasileios Katsos, in place of the resigned Committee member, Mr Fotios Antonatos. More
specifically, the Compensation & Nomination Committee was established as a body on the same
day as follows:
1. Mr Ioannis Zafeiriou, Chair of the Compensation and Nomination Committee, and Non-
Executive Member of the of the Board of Directors of the Company and Independent within
the meaning of article 9, par. 1 & 2 of Law 4706/2020, meeting in any case the criteria of
article 4 of Law 3016/2002, as currently in force;
Annual financial report for the year ended 31 December 2021
69
2. Mr Chariton Kyriazis, Secretary of the Compensation and Nomination Committee and Non-
Executive Member of the Board of Directors of the Company, and Independent within the
meaning of article 9, par. 1 & 2 of Law 4706/2020, meeting in any case the criteria of
article 4 of Law 3016/2002, as currently in force;
3. Mr Vasileios Katsos, Member of the Compensation and Nomination Committee and Non-
Executive Member of the Board of Directors of the Company;
4. Mr Odysseas Kyriakopoulos (†), Member of the Compensation and Nomination Committee
and Non-Executive Member of the Board of Directors of the Company; and
5. Ms Kalypso-Maria Nomikou, Member of the Compensation and Nomination Committee and
Non-Executive Member of the Board of Directors of the Company, and Independent within
the meaning of article 9, par. 1 & 2 of Law 4706/2020, meeting in any case the criteria of
article 4 of Law 3016/2002, as currently in force.
Meetings
During the financial year 2021 a total of five (5) meetings were held. The following table shows
the statistics of the members' participation in the Compensation & Nomination Committee
meetings:
Members
Compensation & Nomination Committee Meetings -
Year 2021
Participation
percentage:
26 MAY
9 JUL
9 SEP
29 SEP
25 NOV
Zafeiriou Ioannis
√
√
√
√
√
100%
Kyriazis Chariton
√
√
√
√
√
100%
Katsos Vasileios
(starting from
29.09.2021)
-
-
-
√
√
100%
Antonatos Fotios
(until 29.09.2021)
√
√
√
-
-
100%
Kyriakopoulos
Odysseas (†)
√
√
√
√
√
100%
Nomikou Kalypso-
Maria
√
√
√
√
√
100%
The Compensation and Nomination Committee proceeded to a review of its Rules of Procedure,
submitted to the Board of Directors' meeting dated 16.07.2021 for approval. As regards the
activities of the Compensation and Nominations Committee, the issues examined during the
financial year 2021 were the following:
A. Remuneration Issues
• The Committee approved the revised Remunerations Policy, as submitted and approved
first by the Board of Directors on 26.05.2021 and then by the Ordinary General Meeting
of the Company's Shareholders on 23.06.2021.
• It reviewed the information included in the final draft of the Annual Remuneration Report,
and submitted its opinion to the the Board before submitting the Report to the Ordinary
Annual financial report for the year ended 31 December 2021
70
General Meeting on 23.06.2021 according to article 112 of Law 4548/2018.
• It prepared proposals to the Board of Directors regarding the remuneration of the persons
under the scope of the Remuneration Policy according to article 110 of Law 4548/2018
and regarding the remuneration of the Company's managing officers, especially the Chief
Internal Auditor.
• It reviewed proposals regarding variable compensation of the Company's management,
and submitted proposals to the Board regarding the total aggregate of annual variable
(i.e. excluding basic remuneration) compensation in the Company.
B. Nomination Issues
• It submitted the eligibility criteria applying to the members of the Board, reflected in the
Eligibility Policy, as the latter was submitted and approved first by the Board of Directors
on 26.05.2021 and then by the Ordinary General Meeting on 23.06.2021, with a view to
ensuring the suitability of nominees at individual and collective levels.
• It monitored the actions taken to ensure the proper implementation of the Eligibility Policy,
with the support of the Internal Audit Service, HR, Legal Services, the Secretary of the
Board, and the Regulatory Compliance Unit, whenever deemed necessary.
• It prepared questionnaires for the evaluation of the Board members, in order to ensure
that the criteria of individual eligibility, as described in the eligibility criteria monitoring
procedure, are met.
• It participated in the nomination procedure, and in the preparation of the succession plan
for the senior management officers.
• It set, on the basis of best practices, the evaluation factors applying to:
o the evaluation of the Board of Directors as a body;
o the individual evaluations of the CEO and the Chair of the Board.
• It reviewed and submitted to the Board for approval:
o the Training Policy for BoD members, Management Officers & Other Officers;
o the Procedure for the Recruitment and Performance Evaluation of Management Officers;
o the Procedure for the Effective Monitoring of Eligibility Criteria Fulfilment (Article 3, par.
6 of Law 4706/2020).
o the Procedure for the Disclosure of Relationships of Dependency between the
Independent, Non-executive BoD members and the Persons with which they have Close
Links.
For all of the foregoing, the Chair of the Compensation and Nomination Committee informed
the Board of Directors as needed on a case by case basis.
Maroussi, 22/03/2022
The Chair of the Compensation & Nomination Committee
I. Zafeiriou
Annual financial report for the year ended 31 December 2021
71
Internal Control and Risk Management
I.1. Description of the Internal Control System
The Internal Control System («ICS») is the set of controls, that ensure the proper
administration and operation of the Company.
On the basis of par. 2 of article 4 of Law 4706/2020, the BoD ensures the adequate and
efficient operation of the Company's ICS, which aims mainly at the following objectives:
• the consistent implementation of the business strategy, with the efficient use of available
resources
• the identification and management of the essential risks related to the Company's business
activity and its operation
• the efficient operation of the Internal Audit Service
• the assurance of the completeness and reliability of the data and information required for
the accurate and timely determination of the financial standing of the Company and the
preparation of reliable financial statements, as well as of its non-financial standing, if
article 151 of Law 4548 / 2018 is applicable
• the compliance with the regulatory and legal framework, as well as with the internal
regulations governing the operation of the Company
On the basis of par. 1a of article 13 of Law 4706/2020, the ICS includes the Risk Management
and the Regulatory Compliance Systems.
The ICS includes the following main components, which are analyzed in the following sections:
• Control Environment
• Risk Management
• Control activities
• Information and communication systems and
• Monitoring of the ICS
Within the context of the ICS and taking into account the "three-lines governance model", the
Company has on the second line the Risk Management Unit and the Regulatory Compliance
Unit, while on the third line it has the Internal Audit Service.
I.1.1 Control Environment
The control environment is the set of structures, standards, policies and procedures through
which the overall organization and the way the Company is managed, are determined. These
elements are the basis for the development of an effective ICS.
Integrity, Ethical Values and Management Behavior
The Company has adopted and applies a Code of Ethics that governs the behavior of its human
resources, including the members of the BoD, and the executives of the Company's
Management. In particular, it includes provisions regarding the corporate values and the basic
operating principles of the Company, such as:
• integrity and respect in employment relationships
• the commitment of employees towards corporate goals
• the commitment of the Company to the continuous professional training of its human
resources, but also the continuous effort of the employees to achieve their maximum
performance and the continuous improvement of their work results
• the decent behavior of employees in external activities
• the compliance with applicable laws and regulations, in particular with regard to:
o transactions on the Company’s shares and the disclosure of transactions and
o personal data,
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• business confidentiality
• anticorruption,
• conflict of interests,
• the activities of the employees, which are not connected to the Company,
• the use of the Company's assets,
• the Company's relationships with customers and suppliers, which shall be based on
trust, mutual respect, impartiality and honesty, thus ensuring long-term partnerships,
• the health and safety of employees,
• the principles of sustainable development regarding the environment and the
Company's relations with society and especially with vulnerable social groups and local
communities in the areas where it operates.
There are also procedures for informing involved parties, monitoring for compliance to the Code
and for managing discrepancies and implementing corrective actions.
In addition to the Code of Ethics, the Company has established and implements a Workplace
Non-discrimination, Anti-harassment, and Violence Prevention Policy, in order to ensure a work
environment where respect for human dignity prevails and discrimination on the basis of
personal characteristics (race, color, ethnicity or social background, genetic characteristics,
language, disability or health status, age) and choices (religion or belief, political opinion, sexual
orientation) are not allowed.
The Company, as a measure of best practice and promotion of corporate compliance, has also
established an Anti-Corruption Policy. The Policy places restrictions on the Company's
interactions with various public and private sector employees in order to maintain a high level
of professional conduct and reflects the Company's zero-tolerance approach towards any form
of corruption. The ultimate goal is the conduct of business and transactions with
professionalism, integrity and justice. In this context, the Company's staff is not allowed to
offer or accept directly or indirectly - through third parties - gifts (money, cash, items and
loans) from and to any third party, in order to gain or maintain a business advantage. The
Policy also sets rules regarding the provision of entertainment, meals, travel and
accommodation, political and charitable donations, direct payments or payments through third
parties, and the employment and internship in the Company of persons related to Government
employees and business partners. The Company encourages personnel, which becomes aware
of Corruption incidents to report them either to their immediate supervisor or to any member
of the Reports Management Committee, or to the Reports Management Committee as a body,
or to use the Whistleblowing System, by disclosing his/her name or anonymously.
The Company has a training Policy for members of the BoD, senior executives as well as other
executives, which provides for the basic steps of the Company's training system, mainly in
terms of the design and implementation of training for candidates and existing members of the
BoD, as well as executive managers and other executives of the Company, emphasizing on
issues of corporate culture, values and general strategy of the Company.
Organizational structure
The Company has adopted specific organizational structures and regulations for the execution,
supervision and control of its operations and for the delimitation of key areas of responsibility
and the establishment of appropriate reporting lines, on the basis of the size and nature of the
Company's operations, as reflected in its Internal Regulation, description of which is included
in Section B of this Corporate Governance Declaration.
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BoD and BoD Committees
Sections D and H of this declaration describe the regulations concerning the BoD and its
Committees, on the basis of article 10 of Law 4706/2020 (Audit Committee, Remuneration and
Nomination Committee).
Corporate responsibility
The Company has Rules of Procedure for the BoD and for the BoD Committees, through which
the regulations regarding the authorities, the delegated responsibilities, the obligations and the
operating principles and the rules of conduct are recorded in detail.
Management Committees have been set up and operate in the Company, such as the
Management Committee, the Investment Committee, which aim to support the Management in
matters of its competence, to monitor the progress of corporate affairs and to take the
necessary decisions, depending on their approval limits. The responsibilities of the Management
Committees are included in the Company’s Internal Regulation.
Human resources
The Company through its Human Resources Department has developed and implements policies
/ procedures for recruitment, remuneration, training and evaluation of Human Resources that
aim at attracting, developing and retaining capable employees while providing equal
opportunities to all. In particular, remuneration is connected with employee performance.
Performance appraisal runs through individual targeting, which is linked to the broader strategy
and achievement of the Company's goals. Benefits are also offered to all employees which aim
at enhancing the feeling of job security. Finally, development training programs are
implemented, in which all employees can participate, in order to meet their training needs,
improve their skills, their continuous professional development and their optimum response to
the fulfillment of the Company's goals.
I.1.2 Risk management
I.1.2.1. The role of the BoD with regards to Risk Management
The BoD reassesses regularly the opportunities and risks associated with the Company in
relation to the defined strategy, as well as the relevant measures taken for addressing such
risks, it defines the nature and extend of the exposure to risks that the Company intends to
assume in the context of its long-term strategic purposes, ensures the effectiveness of the Risk
Management System (RMS) as part of the ICS, ensures that the functions comprising the risk
management, are independent from the business sectors, and that they have in place the
appropriate financial and human resources and the powers for their effective operation, in
accordance with the requirements of their role
In situations of crisis or risk as well as where the circumstances require that measures should
be taken, which are reasonably expected to significantly influence the Company or decisions
regarding the development of the business activity and the risks assumed, which may influence
the Company’s financial standing, the executive members shall inform without delay and in
writing the BoD, either collectively or individually, by submitting a respective report with their
assessments and proposals.
Also, the non-executive members, receive information regarding the values, strategic planning
and the business plan of the Company, the opportunities and the risks in relation to the defined
strategy, as well as the relevant measures that have been taken with regards to those risks.
With regards to the risk management procedure, the BoD has the following responsibilities:
• Requesting, reviewing, and approving policies and procedures around risk that are
consistent with the organization’s strategy and risk appetite.
• Following up on management’s implementation of risk management policies and
procedures.
• Following up to be assured that risk management policies and procedures function as
they are intended.
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• Taking steps to foster risk awareness.
• Encouraging an organizational culture of risk adjusting awareness.
• Defining LD’s Risk Appetite.
I.1.2.2. The role of the Audit Committee with regards to Risk Management
While the BoD remains responsible for the final approval of the risk policy and risk
management, the Risk Committee has oversight and approval of the enterprise risk
management framework. To be more precise:
The Committee oversees the management of the principal risks and uncertainties of the
Company and their periodic review.
In this context, the Committee evaluates the methods employed by the Company for
identifying, monitoring and addressing principal risks through the ICS and the Internal Audit
Service (IAS), and for the proper reporting thereof in the published financial information.
Briefs the BoD of Directors about is findings.
It supervises and oversees the operation and work of the Risk Management Unit.
I.1.2.3. The Risk Management Unit (RMU) and its operation
The Company has a RMU. The aim of the RMU is to strengthen the risk management culture,
while its mission is to make a substantial contribution to the development of a modern
operating framework at all organizational levels, to identify, assess and manage the risks faced
by the company. RMU ensures that the risks taken by the company's units comply with the
risk appetite and tolerance limits set and shaped by the senior management. RMU has an
operational reference line to the Audit Committee, while administratively reports to the
Operations Division. The role and responsibilities of the RMU are reflected in its operating
charter, which was drafted and approved in July 2021.
The RMU responsibility is to oversee the practice and development of risk management
throughout the organization. The RMU is not intended to take the responsibility of managing
risks away from management, but to facilitate the development of risk management. The RMU
contribution is around the risk management processes, rather than “inside” them.
The responsibilities of the RMU are defined by the Audit Committee and approved by the BoD,
which has the final responsibility of oversighting the risk management framework of the
Company. Analytically, with regards to the risk management framework, the responsibilities
of the RMU include the following:
• Introduction, operation and coordination of an integrated RMS across all levels and
activities of the Company.
• Suitable training of the Company staff on the key values of risk management and on
developing a relevant culture across all levels of the organizational structure.
• Introduction and use of a common language with respect to risk management by all
components of the RMS and all operations of the Company.
• Contribution in defining the risk management strategy.
• Development and update of the policies and procedures of risk management.
• Development of methodologies for identification, recording, assessment, monitoring
and managing risks.
• Oversight of the implementation of general principles of risk management and the
proper functioning of the system.
• Definition and provision of know-how in developing KRIs (Key Risk Indicators).
• Development of an integrated risk assessment system based on the objectives and
the level of risk appetite set by the senior management.
• Ensure that responsibilities related to risk management are clearly defined.
• Collaboration with other departments and functions in order to achieve corporate
goals.
• Contribution to ensuring that the responsibilities of the BoD. and the BoD Committees
are clearly defined in terms of overseeing the Company's risks.
With regards to the risk management, the responsibilities of the RMU include the following:
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• Provision of independent advice on issues related to risk management, controls and
mitigations, as well as reports.
• Contribution in categorizing the risks aiming at their more efficient monitoring.
• Maintaining an up-to-date risk register.
• Monitoring of identified risks and changes with respect to the exposure on them.
• Contribution to the assessment of inherent risks, i.e., the likelihood and the impact,
for every risk included in risk register.
• Contribution to the provision of independent advisory services regarding the evaluation
of the adequacy and effectiveness of controls that the Company has adopted and
implements for mitigating the risks.
• Contribution to the assessment of the residual risk.
• Review and provision of independent advisory services regarding the development of
risk management plans (acceptance, transfer, reinforcing of existing controls for
further reduction / mitigation).
• Development of a monitoring system for management actions, in terms of their timely
implementation and the impact these actions have on reducing risk exposure or
achieving business opportunities.
With regards to reporting, the responsibilities of the RMU include the following:
• Monitoring of the progress with respect to the plans adopted for responding to risks.
• Preparing and submitting regular reports according to the information needs of
different recipients inside and outside the organization, regarding the risks that have
been undertaken, and the actions that have been launched to manage them.
• Informing the BoD, through the Committee, about significant risks and highlighting
points that require action.
RMU serves as a single focal point with regards to risk management information with
contracted partners, 3rd parties and contractors and with regards to the utilization of common
tools to share and manage operational, commercial, financial, internal, and external risks.
I.1.2.4. The role of the middle and high management with regards to Risk
Management
Middle and High Management is accountable for strategic risk management within areas under
their control, including the promotion and training of the risk management process to staff,
supported by the Risk Management Unit.
Management is also responsible for:
• The development of risk mitigation plans and the implementation of risk reduction
strategies.
• Reporting on risk status.
• Identifying, assessing, and introducing mitigations and controls.
• Liaising with the RMU as appropriate to ensure that the risk management process and
methodology used is up to date with the BoD and Risk Committee expectations.
• Assigning actions as appropriate to other staff involved in the risk management
process.
• Ensuring that contracted companies, 3rd parties and contractors under their
management span have identified their risks and comply with the Company’s risk
management processes and policies.
• Updating risk data in risk management infrastructure.
• Ensure that risk management processes are integrated with other planning processes
and management activities. The RMU may assist, as necessary.
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I.1.2.5. The role of staff with regards to Risk Management
Every staff member is responsible for effective management of risk including the identification
of potential risks.
Staff members are responsible to follow through completion of mitigation actions and tasks
assigned to them and report on their interim status. Access to risk management infrastructure
may be granted to facilitate their responsibilities and promote risk culture.
I.1.2.6. The role of 3
rd
parties with regards to Risk Management
The Company is applying a holistic approach into its activities with regards to risk
management. Thus, current, or future partners will be asked to submit for review their risk
management process, procedures and systems. Meanwhile they will be expected to form an
integral part of the Company’s risk management infrastructure and contribute in a transparent
and auditable manner to the Company’s system.
Entities under this category will be asked to comply with the Company’s risk management
policies and procedures and contribute to its RMS in a consistent manner. The Company will
provide the means and facilitate the integration into its system and ensure security and data
protection of the information shared.
3rd Party entities will need to establish and support the Company’s policies and procedures to
ensure continuity and uniformity of the risk management structure across the activities
performed.
I.1.2.7. Risk Management Policy
The risk management policy and the relevant procedures for its implementation involve all
levels of the hierarchy, from the BoD and the Audit Committee, the RMU, middle and senior
management, third parties and consulting services, external partners and other staff.
The key policy components, are the following:
Communicate and Consult
• Communication and consultation with internal and external stakeholders are important
throughout the risk management process to ensure the organisation has a
comprehensive picture of the risks it faces.
• Establish the Context and Goals
• Context and goals are divided to:
• The external context, aiming at building an understanding of our external stakeholders
and hence the extent to which this external environment will impact on our ability to
achieve corporate objectives.
• The internal context, aiming at understanding organisational elements and the way
they interact.
• The risk management context, based on which the goals, objectives, strategies, scope,
and parameters for the risk management process itself must also be considered.
Identify risks
Risk identification is a key step in the risk management process to ensure a complete list of
risks is identified.
Analyse Risks
Once a risk is identified, it is important to adequately describe it. The components of a
comprehensive risk description are:
• Event e.g. High staff turnover.
• Cause e.g. Staff job dissatisfaction; and
• Impact i.e. Inability to achieve one or more objectives.
Risk analysis involves:
• Identifying controls currently in place to manage the risk by either reducing the
consequence or likelihood of the risk.
• Assessing the effectiveness of current controls.
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• Identifying the likelihood of the risk occurring; and
• Identifying the potential consequence or impact that would result if the risk was to occur.
Evaluate Risks
When evaluating the effectiveness of current controls, the factors to consider include
consistency of application, understanding of control content and documentation of controls
where appropriate. Controls are aimed at bringing the risk within an acceptable level. The
evaluation of current controls can occur through several different processes including:
• Control self-assessment,
• Internal audit reviewing the effectiveness of controls and
• External audit reviewing the effectiveness of controls.
• The consequence and likelihood ratings, as identified after consideration of current
controls, are combined to determine the overall risk level. Subsequently, the Risk is
evaluated considering its overall risk level. This allows determination of whether further
risk treatment actions are required to bring the risk within an acceptable level.
Treat Risks (Response)
Risk treatment involves examining possible treatment options to determine the most
appropriate action for managing a risk. Treatment actions are required where the current
controls are not managing the risk within defined tolerance levels. Treatment options could
involve improving existing controls and implementing additional controls.
Possible risk response options include:
• Avoid the risk
• Treat - Change the likelihood
• Treat - Change the consequence
• Share/transfer the risk
• Retain the risk: accept the impact of the risk.
Monitoring and review
It is important for the effectiveness of the risk management framework to be monitored and
reviewed. As the environment in which we operate is constantly changing, so do our risks. If
risk information is inaccurate, poor decisions are made that could otherwise have been
avoided. Thus, risk owners and risk treatment owners have update responsibilities to ensure
continued currency of information pertaining to their risks. in addition, on an annual basis, the
entire risk register will be reviewed, with review participation being broader than solely risk
owners and risk treatment owners.
I.1.2.8. Other additions / events within 2021
In 2021, the risk management tool (ERM - Enterprise Risk Management) of the company RSA-
Archer was introduced, the purchase of which was decided in 2020. In 2021, the process of
its configuration and setup was started, as well as its gradual use by all functions and
operational units of the Company. The monitoring and management of risks is part of the
responsibilities of the departments and operational units, in accordance with the Company’s
operating charter.
The policy and procedure of periodic evaluation of the ICS were introduced in 2021 in
accordance with the legal and supervisory requirements, as reflected in Law 4706/2020 and
HCMC Decision 1/891/ 30.9.2020. Based on these documents, the assessment of adequacy
and effectiveness of the RMS, as part of the ICS was established. In addition, the assessment
of policies and procedures related to risk management, the operation of the RMU, as well as
the responsibilities of the BoD with regards to risk management were established through
relevant procedure.
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With regards to Risk Management, IAS:
The recording of the most significant risks of the Company proceeded and compared them
with the risks identified by the RMU, in order to confirm whether the main risks of the Company
have been identified, recorded and are successfully addressed and informed the Audit
Committee accordingly.
It held meetings with the external auditors, the independent appraisers, the CFO and the Head
of Internal Audit, in order to discuss in detail, the impact of COVID-19 on the financial results
and operations of the Group, and in particular on the values of real estate, as well as on the
measures taken aiming at smooth continuation of the operation of the Group.
Prepared the annual audit plan for 2021, taking into account the main areas of business and
financial risk, as well as the results of previous audits.
I.1.3 Control Activities
The Company has control mechanisms and safety valves for the execution of the operations
with emphasis on controls related to issues of conflict of interests, segregation of duties and
the management and security of Information Systems, aimed at preventing or detecting in
time, essential malfunctions, ensuring the reliability and efficiency of operations, as well as
compliance with laws and regulations.
These control mechanisms are based on the existence of detailed, written and approved by
the competent bodies policies, procedures, codes, operating regulations that include roles and
responsibilities of those involved in the execution of tasks. The above documents provide
specific control points, such as basic principles, segregation of duties, appropriate approvals,
production of information and reports of financial and non-financial nature with specific criteria,
classification of access to systems and files, etc.
Conflict of Interests
An important parameter in relation to the above is the prevention, detection and treatment of
situations related to conflict of interests. In this context, the Company has established a
Conflict-of-Interests Policy according to article 97 of Law 4548/2018 and articles 13 and 14 of
Law 4706/2020, which determines its requirements for the detection, prevention and
management of conflict of interests that affect the interests of the Company itself and its
affiliated entities within the meaning of article 32 of Law 4308/2014, as well as of its
customers, suppliers and partners. It also has a Process for managing conflict of interests,
aiming at the timely and proper management of relevant situations.
Information and Information Systems Security
Regarding issues of security of information and of information systems, given that the
Company is highly aware of information and information systems security issues, it has taken
measures for the development and the implementation of a structured and repetitive process
for the identification, mitigation and prevention of security-related risks, through which it has
achieved the effective protection of information and information systems, since in the past
years no material external or internal loss or non-availability of data and services has occurred.
The key controls in the individual stages of this process include:
1. Development of an integrated framework for the monitoring and control of its information
systems, consisting of:
• policies and procedures covering the entire scope of the Group's Information Systems
operations
• a set of control mechanisms
• a Disaster Recovery Plan
• continuous updates of software and hardware to meet all needs and requirements and
• regular internal and external audits designed to verify compliance with the applicable
policies and to evaluate the effectiveness and efficiency of the controls in place.
2. Continuous training of staff at all levels through a Cyber Security Awareness Program approved by the
National Cyber Security Center, offered via an e-learning platform in cooperation with a specialised firm,
aiming at:
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79
• familiarizing staff with the applicable security practices
• raising awareness on how to identify and respond to cyber security and information
security risks and
• Ensuring that all employees recognize the importance of information security and the
acceptance of the related responsibilities assigned to them.
3. The insurance coverage of the Group by means of a specialised "Cyber Risks" insurance product,
which covers the Company:
• against liability to third-party financial claims (e.g. business partners, suppliers, regulatory
authorities, etc.) arising from financial or moral loss or damage caused by acts or
omissions of the Company or by malicious acts of third parties (hacker attacks); and
• from incalculable financial loss from business interruption caused by malware until
recovery (profit loss, crisis management and damage recovery costs).
Personal Data Protection
Regarding the issue of personal data protection, the Company has developed an integrated system
that ensures compliance with the General Data Protection Regulation (GDPR). Specifically, the
Company has carried out -among other things- the following actions:
• It has appointed its Data Protection Officer to monitor compliance with the GDPR and to
act as the contact point for data subjects and the supervisory authority.
• It applies appropriate data protection procedures, indicatively on facilitating the exercise
of data subject rights and on information security breach management.
• It provides transparent information on personal data processing to various categories of
data subjects via data protection notices.
• It maintains a central register (record of processing activities) for its processing
operations.
• It uses technical and organisational measures to ensure appropriate data security,
including the timely recovery of availability and access to personal data in case of a
physical or technical incident, the anonymization of personal data, and the
pseudonymisation and encryption of personal data.
• It promotes a personal data and privacy protection culture across the organisation through
awareness-raising and staff training.
I.1.4. Information and Communication Systems
The information and communication systems mainly include the procedures for reviewing the
completeness and reliability of financial and non-financial information, but also the procedures and
channels of critical internal and external communication with stakeholders and the management
and investigation procedures for the anonymous and non - anonymous reports (Whistleblowing).
Financial and non-financial information
The Company has established a system of controls regarding the production of financial and non-
financial information process, which is also one of the main audit areas of the independent Internal
Audit Service, in order to ensure that this information is accurate, reliable and timely. In addition,
the Audit Committee monitors and evaluates the process of financial statement preparation, as
well as other disclosed information in any way (e.g. stock market announcements, press releases)
in relation to financial information. The main features of the above financial statements preparation
system concern:
• The organization - allocation of responsibilities (delegation of responsibilities and powers
that ensures the enhancement of efficiency while safeguarding the separation of
responsibilities, the staffing of financial department with appropriate staff).
• Accounting monitoring (consolidation of financial data and monitoring of intercompany
transactions, performing automated and non-automated control activities between the
various information systems, access only to authorized persons to accounting data and
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confidential information).
• Safeguarding of assets (existence of security mechanisms for fixed assets, stock, cash and
other assets, regular confirmation of their balances and access control only to authorized
personnel).
• Supervision and preventive control of the implementation of the procedures by the
competent bodies of the Company.
Corporate Communication Policy
The Company has a Corporate Communication Policy through which it handles issues such as
professional speeches, interviews, publications and in general participation in events on behalf of
the Company.
Information and services to shareholders
Regarding the information and services to shareholders, the Shareholders Services and Corporate
Announcements Department has the responsibilities provided by articles 19 and 20 of Law
4706/2020 and are referred to in section 3.6 of the Company’s Internal Regulation. The company
has also developed on its website, a communication platform for its shareholders and accordingly
a communication manager is appointed.
Communication with the Hellenic Capital Market Commission
Also, the Head of Internal Audit, in the context of the exercise of its duties, provides in writing,
any information requested by the Hellenic Capital Market Commission, cooperates with it and
facilitates in every possible way the task of monitoring, control and supervision by it.
Whistleblowing
In the context of good corporate governance and regulatory compliance, a Whistleblowing Policy
has been developed (EU Directive 2019/1937) and the principles and guidelines set out in it are
being implemented, in order that integrity, transparency and accountability are enhanced, and
that the interests and the reputation of the Company are protected. This Policy aims at encouraging
all stakeholders to report, by name (confidentially) or anonymously through existing reporting
channels, behaviors that are illegal or even immoral, as soon as they come to their notice.
Regarding Whistleblowing, within 2021, the mechanism for submitting, managing and
investigating reports was implemented. The BoD of the company approved respective policies and
procedures on the basis of which the internal distribution of responsibilities takes place and the
proper operation of the mechanism is ensured. All reports are recorded through multiple reporting
channels including a specially designed external platform that is accessible online and ensures the
independence and confidentiality of the reporting individuals. At the same time, information and
training was provided to all the staff of the Group through an interactive webinar with intelligible
audiovisual material, while for the information of investors, creditors and the general public, the
Policy has been posted on the Group's website. A Reports Management Committee, which has
been set up to monitor the Whistleblowing system, has already started managing and investigating
reports according to approved procedures, ensuring the confidentiality of information.
I.1.5. Monitoring of the ICS
The monitoring of the ICS concerns the process of continuous evaluation (both internally and by
an independent evaluator on a three-year basis), in particular as regards its adequacy (planning)
and its effectiveness (implementation).
I.1.5.1. Audit Committee
A detailed reference to the Audit Committee and its activities in relation to its responsibilities for
the year 2021 is made in par. H1 of this Corporate Governance Declaration.
I.1.5.2. Internal Audit Unit
The Company has an Internal Audit Service ("IAS") in accordance with the provisions of Law
4706/2020 and more specifically with articles 15 and 16.
IAS is an independent organizational unit within the Company, in order to monitor and improve
the operations and policies of the Company regarding the ICS.
The Chief Internal Auditor is appointed by the BoD of the Company upon proposal of the Audit
Committee and reports functionally to the Audit Committee and administratively to the CEO. The
BοD approves IAS’s Charter upon proposal of the Audit Committee and the remuneration of Chief
Internal Auditor, upon proposal of the Remuneration and Nomination Committee.
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For the proper performance of the IAS's work, the Chief Internal Auditor has access to any
organizational unit of the Company and takes note of any information required for the exercise of
her duties.
The main Responsibilities of IAS are those that are mentioned in the posted on the Company's
website (www.lamdadev.com) and revised as of 16.07.2021 Charter, based on articles 15, 16 of
Law 4706/2020. Indicatively:
It monitors, controls and evaluates:
• the implementation of the Company’s Internal Regulation and Internal Control System,
especially as regards the adequacy and accuracy of the financial and non-financial
information, risk management, compliance and corporate governance established by the
Company
• the quality assurance mechanisms
• the corporate governance mechanisms and
• the respect of the commitments included in the prospectuses and business plans of the
Company regarding the use of capital raised by regulated markets.
In relation to the above, the IAS prepares reports with its findings and suggestions for
improvement, if any, and submits them on a quarterly basis to the Audit Committee.
The Chief Internal Auditor:
• Submits to the Audit Committee an annual audit plan and the needs for necessary
resources, as well as the impact of a restriction of resources or the internal audit work in
general. Preparation of the annual audit plan is made using the risk-based approach after
taking into consideration the Audit Committee's opinion.
• Attends the General Meetings of Shareholders.
In detail all the responsibilities of Internal Audit Service are included in its Charter which are
posted on the Company's website.
I.1.5.3. Regulatory Compliance Unit
The Company has established a Regulatory Compliance Unit (RCU) with the main mission of
establishing and implementing appropriate and up-to-date policies and procedures, in order to
ensure timely and full compliance of the Company with the applicable regulatory framework and
the existence of a complete picture at all times for the degree of achievement of this purpose.
The basic principles guaranteed by the Company's RCU are the following:
• Business ethics
• Transparency
• Integrity
• Safeguarding the interests of shareholders
• Protecting the parties trading with the Company
• Social sensitivity
The responsibilities of the RCU include preventive, detection and response actions in relation to
issues within its competence under the Regulatory Compliance Policy and the regulatory
compliance procedures. For the proper performance of the RCU's work, it has access to all the
required sources of information inside and outside the Organization, communicates its findings in
a timely and valid manner, receives the necessary training and is properly informed so that to
monitor the effective adoption and strict implementation of changes in the regulatory framework.
The RCU is headed by the Chief Legal and Compliance Counsel.
The RCU reports functionally to the Audit Committee and administratively to the CEO. It submits
an action plan to the Audit Committee for approval on an annual basis and an annual compliance
report to the BoD through the Audit Committee.
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I.1.5.4. Independent Evaluation of the ICS
The Company has established a Policy for periodic evaluation of the ICS in accordance with the
legal and regulatory requirements as reflected in Law 4706/2020 and Decision HCMC 1/891/
30.9.2020 respectively. The purpose of the Policy is the periodic evaluation of the Company's ICS
with a view to its continuous improvement. The Audit Committee is responsible for the
development and update of the Policy with the support of the RCU and the IAS, as required.
The Company has also a procedure for the periodic evaluation of the ICS, which aims to determine
the required for the periodic evaluation of the ICS and to ensure compliance of the
Company with the current legal and regulatory framework and good practices.
In accordance with the above, the evaluator of the ICS at the end of his evaluation submits a
report of the evaluation results, which includes both a summary of his observations and their
analysis, the time of its preparation, the reference date of the evaluation and the period covered
by the evaluation report, which starts from the next day of the reference date of the previous
evaluation.
The summary includes the evaluator's conclusion, depending on the evaluation standards he
invokes, regarding the adequacy and effectiveness of the ICS. It also includes the most important
findings of the evaluation, the risks and the consequences arising from them as well as the
response of Management to them, including the relevant action plans with clear and realistic
timetables.
The recipients of the evaluation report are the assignors of the evaluation, in accordance with the
Company's Internal Regulation, and in any case the Audit Committee and the BoD of the company.
The annual Corporate Governance Declaration includes a relevant report on the results of the
evaluation report. In particular, the first reference to the evaluation report is expected to be
included in the Corporate Governance Declaration, as part of the Annual Financial Report of
31.12.2022 (HCMC 428 / 21/02/2022).
I.2. Statement of the BoD conducting an annual review of the corporate strategy, key
business risks and internal controls system
The BoD, in accordance with the requirements of the Hellenic Corporate Governance Code and
Law 4706/2020, ensured during 2021 the implementation of the annual review of the corporate
strategy, the main business risks and the internal controls system. All the above issues were
included in the agenda of the Board in 2021, in order for it to provide appropriate guidelines, to
perform its regular monitoring and be updated and to provide approval / ratification of relevant
documents and specific actions, both in terms of design and implementation. Specifically:
Corporate Strategy
During its meetings the BoD reviewed:
• The planning of the approved strategy of the Company.
• The preparation of the annual business plan and budget.
• The implementation of the approved strategy of the Company based on updated data and
information.
Main Business Risks
During meetings, BoD re-evaluated and proceeded to the case-by-case approvals for the following,
based on updated data and information and the comments and observations of the Audit
Committee:
A) The risk management framework and in particular:
• The design, development and updating of risk management policies and procedures, as
well as the operating charter of the MRF.
• The development of methodologies for identification, recording, assessment, monitoring
and management of risks. The development of an integrated risk assessment system
based on the objectives and the level of acceptance of business risk by the top
management.
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83
B) The effective implementation of the risk management framework, in particular as regards the
monitoring of the implementation of approved policies and procedures and in particular:
• The categorization of risks in order to monitor them more effectively.
• The maintenance of an up-to-date risk register.
• A risk assessment based on inherent risk.
• The monitoring of identified risks and changes related to exposure to them.
• The provision by the RMF of independent consulting services concerning the evaluation of
the adequacy and effectiveness of the controls that the Company has adopted and applies
in response to the risks.
• The review and provision by the RMF of independent consulting services regarding the
development of plans for dealing with the remaining risks (acceptance, transfer,
strengthening of existing control points for further reduction / mitigation).
• The monitoring of the progress of risk management plans.
Internal Controls System
During its meetings, it re-evaluated and proceeded to the case-by-case approvals for the following,
on the basis of updated data and information and the comments and remarks of the Audit
Committee:
A) The adequacy of the design of the ICS in the form of policies, procedures, regulations and other
documents, organizational arrangements, etc.
• In particular it proceeded to the approval of the revised corporate documents that were
prepared regarding the compliance of the Company in relation to the implementation of
Law 4706/2020 on corporate governance, as indicatively: The Rules of the Procedure of
the BoD, The Company’s Internal Regulation, the Rules of Procedure of the Audit
Committee, the Rules of Procedure of the Remuneration and Nominations Committee, the
Rules of Procedure of the IAS, of the RMU and of the RCU, the periodic evaluation Policy
of the ICS, the Whistleblowing Policy, the Sustainable Development Policy, the Workplace
non-discrimination, anti-harassment, and violence prevention Policy.
B) The effectiveness of the implementation of the ICS as it results from the audits of the IAS and
the observations and suggestions of the Audit Committee to the BoD. In more detail:
• The effectiveness of the implementation of the Corporate Governance System and the ICS
including the risk management and regulatory compliance systems, the corrective actions
agreed with the senior executives, their implementation time horizon and the monitoring
of the corrective actions implementation (follow- up).
• The level of compliance of the Company in relation to the Hellenic Corporate Governance
Code, adopted by its BoD at its meeting dated 16.7.2021.
I.3. Assignment of non-audit services to the statutory auditors or the audit firm
In compliance with Law 4449/2017, with the European Regulation 537/2014 and in accordance
with the Announcement of the Haasob (National Oversight Authority of the Accounting and Audit
Profession) with number 025/2018 and title "Instructions regarding the monitoring of the ceiling
on fees for non-audit services" the Company adopted and implements a Policy of Assignment of
Non-Audit Services to the Statutory Auditor. This Policy has set the rules for the assignment of
non-audit work to the statutory external auditors, in order to ensure their independence and that
the followed practices of the Company are fully harmonized with the content of national and
European legislation and international best practices.
In this context, the Company has adopted the following:
A. Determination of permitted non-audit services by statutory auditors
Pursuant to Article 5 of European Regulation 537/2014, the statutory auditor / audit firm may
provide specific non-audit services, which are set out in the Annex to the Policy.
Annual financial report for the year ended 31 December 2021
84
B. Maximum remuneration for non-audit services
A ceiling on fees is set for non-audit work to be assigned during each fiscal year, the amount of
which may not exceed 70% of the average amount of the statutory audit fees of the last three
years. The relevant calculation is applied at group level and refers to non-audit services assigned
to the audit firm that audits the Group and not to the entire network of the audit firm. Please note
that the calculation does not include services for the tax certificate.
For the calculation of the ceiling on fees the non-audit services mentioned in article 5.1 of
Regulation 537/2014 are also not taken into account.
The ceiling on fees for non-audit services is applied exclusively at the level of the certified public
accountant or audit firm that audits the Group and not to the entire network of the audit firm.
Therefore, if non-audit services are provided by affiliated entities from the same audit firm
network, even within the same Member State, the ceiling will not apply to non-audit services
provided by those entities, even if these are also audit firms.
The calculation of the ceiling on fees should be carried out not only in the audited Public Interest
Entity but also, where it exists, in its parent company and in the companies controlled by it. For
the calculation of the ceiling, the entities taken into account may have been established either
inside or outside the European Union.
For each assignment, the fees for all the assigned services specified in it is taken into account,
even if they are estimated to be implemented in future years.
It is noted that these services are valid for their provision by the statutory auditor / audit firm
located in Greece. In cases where the entity to which the service is provided is located in a different
country, different rules on allowed services may apply, which should be assessed on a case-by-
case basis, depending on national law and requirements by third country authorities.
C. Approval and notification of assignments
Prior to the assignment of any non-audit service, the following conditions must be ensured under
the responsibility of the statutory auditor:
a) The services to be assigned shall fall into the above categories of permitted services.
b) The amount of the fee is within the limits of point (B) above.
Any assignment will be preceded by the submission of a request to the Audit Committee, which
will indicate the object of the services, the fees, the legal entity that assigns and the competent
executive of the Group for communication purposes.
The request may be submitted electronically to the Chair of the Audit Committee, who by decision
of the Committee may be authorized to approve assignments whose fees are up to 5% of the
average fees of the previous three years.
For the following permitted non-audit services, no prior approval of the Audit Committee is
required but only immediate notification of the assignment. This exception does not apply, if the
fee of the individual assignment is over 50,000 €.
1. Services related to tax certificate.
2. Provision of assurance services related to financial statements and / or records resulting
from the accounting books and records of the entities.
3. Services related to due diligence.
4. Services related to the issuance of "comfort letters", in connection with the financial
statements or in relation to prospectuses, issued by the company or by its subsidiaries.
Periodic Services: In the case of service assignments which have a periodic character, or for which
it is foreseen that they are going to be renewed within a specific period of time, in proportion to
paragraph 11 of article 6 of Law 4412/2016, the calculation of the estimated value of the contract
takes as a basis:
(a) Either the total fair value of successive contracts of the same type concluded in the previous
12 months or financial year, adjusted, if possible, to take account of any changes in their quantities
or their value during the twelve months following initial contract
b) Or the estimated total value of successive contracts concluded during the twelve months
following the first delivery or during the financial year, if more than twelve months.
Services charged for an hourly fee: For the purposes of approval by the Audit Committee, the
Annual financial report for the year ended 31 December 2021
85
assigning company unit provides an estimation of the price and has the obligation to seek the
approval of the Committee, in case the invoicing is estimated to be exceeding by more than 15%
the estimate.
If the assignment provides for the possibility of extensions or automatic renewal of the contract,
then as value of the assignment shall be considered the amount that contains the value of possible
extensions or renewals and to the extent that fees are covered for a maximum of the next 48
months.
Segmentation: When the proposed provision of services may lead to the award of contracts in the
form of separate sections, the total estimated value of all these sections shall be taken into
account. In any case, if the time horizon for the execution of the project or the repeated services
extends beyond 48 months, only the fees corresponding to the 48 months following the assignment
is taken into account. The assignment shall not be divided in such a way as to avoid the application
of any provision herein, unless this is justified by objective reasons with a relevant explanatory
note submitted for approval by the Audit Committee.
The approval of the Audit Committee does not invalidate the obligation to approve the relevant
expense, which may be regulated by other procedures of the Group.
Fees monitoring: The monitoring of fees requests and the corresponding approvals at Group level
will be done by the Secretariat of the Audit Committee.
The statutory auditor and the Group contracting unint that assigns the work are jointly obliged to
obtain approval from the Audit Committee for each assignment in accordance with the above. In
case of non-compliance with this obligation, the assignment will be considered invalid, and no fee
will be due, regardless of whether the service has been provided in whole or in part.
This Policy is communicated to the statutory auditor, who agrees to abide by it to the extent that
it concerns him.
Annual financial report for the year ended 31 December 2021
86
I. EXPLANATORY REPORT OF THE BOARD OF DIRECTORS OF LAMDA DEVELOPMENT S.A.
(Par.7 & 8, Article 4, Law 3556/2007)
1. Structure of the Company’s share capital
The Company’s share capital on 31.12.2021 amounts to €53,021,014.50 divided into 176,736,715 shares,
with a nominal value of €0.30 each. All shares are listed for trading in the Securities Market of the Athens
Exchange.
The Company’s shares are common registered with a voting right. Each share of the Company embodies all
the rights and the obligations that are specified by the Law and the Company’s Articles of Association. The
liability of the shareholders is limited to the nominal value of the shares they hold.
2. Restrictions on the transfer of shares of the Company
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.
3. Significant direct or indirect participations in accordance with the provisions of articles 9 – 11
of L. 3556/2007
On 31.12.2021, the following shareholders held directly or indirectly, more than 5% of the share capital of the
Company, in accordance with the provisions of articles 9-11 of L.3556/2007:
Shareholder
Shares
Percentage of
Share Capital
31.12.2021
Consolidated Lamda Holdings S.A.
77,341,062
43.76%
Voxcove Holdings LTD
17,682,144
10.00%
Brevan Howard Capital Management
Limited (BHCML) / Tryfon Natsis &
Despoina Natsi
11,233,029
6.36%
Οn 31.07.2020 the Company announced that pursuant to the TR1 notification dated 29.07.2020 submitted by
Mr Tryfon Natsis (which replaces the TR1 submitted with respect to the same transactions on 27.07.2020), on
24.07.2020, Mr Tryfon Natsis held directly through a joint account that he maintains with Ms Despoina Natsi,
3.53% of the total shares and voting rights in the Company, and controlled in total 6.36% of the total voting
rights in the Company, due to the investment discretion that he has in the following funds i.e. Brevan Howard
TN Macro Master Fund Limited (BTN), Brevan Howard Master Fund Limited (BHM) and Brevan Howard Multi-
Strategy Master Fund Limited (BMS), which on 24.07.2020 acquired in total 2.83% of the shares and voting
rights in the Company. The abovementioned investment funds are managed by Brevan Howard Capital
Management Limited (BHCML), an entity with registered office in Jersey, authorised and regulated by Jersey
Financial Services Commission. It is also noted in the same TR1 notification that BHM, BTN and BMS funds are
Cayman based and have their own board of directors. Each of these funds is beneficially owned by feeder
funds, one Cayman based and one Delaware based. These feeder funds, which have the same boards of
directors as BHM, BTN and BMS, are beneficially owned by the investors within the feeder funds. BHM, BTN
and BMS have appointed BHCML as manager. Tryfon and Despina Natsis own shares in the Company in their
joint account. Mr Tryfon Natsis is a Co-Founder of Brevan Howard and has investment discretion in the BHM,
BTN and BMS funds.
No other physical or legal entity possesses more than 5% of the share capital of the Company, on the above
date.
4. Shares providing special control rights
None of the Company’s shares carry special control rights, without prejudice to point 6 herein.
Annual financial report for the year ended 31 December 2021
87
5. Voting rights restrictions
No restrictions on voting rights are foreseen in the Articles of Association of the Company.
6. Agreements among the shareholders of the Company
As per the Company’s announcements dated 02.07.2014 and 23.09.2014, on 26.08.2014 investment funds,
all managed by the Investment Firm Blackstone / GSO Capital Partners LP (hereinafter the “GSO Investment
Funds”), the Company and Consolidated Lamda Holdings S.A. entered in an agreement (hereinafter the
“Shareholders Agreement”) pursuant to which, for as long as the GSO Investment Funds hold in total,
directly or indirectly, at least 10% of the voting rights of the Company, the GSO Investment Funds shall be
entitled to nominate one member of the Board of Directors of the Company, their consent as shareholders will
be required in order for the Company’s General Meeting of the Shareholders to decide on a significant change
of the business scope of the Company or the delisting of its shares from the regulated market, and in addition
the GSO Investment Funds will benefit from customary anti-dilution rights, and the other minority protection
rights.
According to the Deed of Adherence dated 28.12.2017, which was signed among GSO Coastline Credit
(Luxembourg) Partners S.A.R.L., GSO Palmetto Opportunistic Investment (Luxembourg) Partners S.A.R.L.,
GSO Special Situations Master Fund S.A.R.L., GSO Cactus Credit Opportunities Oasis Credit (Luxembourg)
Partners SARL on the one side (hereinafter referred to as the "Transferors"), whose rights are controlled by
GSO Capital Partners LP, and Voxcove Holdings Limited (hereinafter the "New Shareholder") on the other side,
it was agreed that, in view of the transfer of 10,227,206 shares from the Transferors to the New Shareholder,
the latter shall adhere to the Shareholders' Agreement dated as of 26.08.2014 and signed between “GSO
Shareholders” (as defined in the agreement), GSO Capital Partners LP, Consolidated Lamda Holdings SA and
the Company. Under this Deed of Adherence, the New Shareholder enters into the above Shareholders’
Agreement and is bound by all its terms.
7. Rules governing the appointment and replacement of the members of the Board of Directors, as
well as for amendment of the Article of Association deviating from those provided for in Law
4548/2018
In accordance with the amended Article 10 of the Articles of Association, which regulates among other the
appointment and replacement of the members of the Board of Directors, the following are provided:
“ARTICLE 10’’
1. The Company is administered by a Board of Directors consisting of minimum five (5) to maximum
fifteen (15) Members that are elected by the Shareholders’ General Meeting and that may be Shareholders.
The Members may be either natural or legal persons. In the case that a legal person is Member of the Board
of Directors, it is required to designate a natural person to exercise its powers as member of the Board of
Directors. The elected Members of the Board of Directors may be reelected. The General Meeting may, as
and when it considers appropriate, elect Substitute Members, up to a number that shall not surpass that of
the ordinary Members.
2. Three (3) calendar days prior to any general meeting of shareholders which is convened for the purposes
of electing new members of the Board of Directors the Minority Shareholder (as defined in paragraph 11 of
the present article) is entitled to appoint for as long as it holds at least 10% of the Relevant Equity Shares (as
defined in paragraph 12 of the present article) one (1) member of the Board of Directors pursuant to the
provisions of Article 79 of Law 4548/ 2018. Such member of the Board can be removed at any time by decision
of the Minority Shareholder and be replaced by other member until the expiration of the relevant office term.
In the event that, and for as long as, the Minority Shareholder does not hold at least 10% of the Relevant
Equity Shares the above appointed person shall automatically cease to be a member of the Board of Directors.
3. The term of office of Board Directors members shall be five (5) years and may be extended until the
first Ordinary General Meeting convened after the expiration of the said term, but cannot exceed six (6) years
Annual financial report for the year ended 31 December 2021
88
in total.
4. In the event of resignation or death or in any other way termination of membership vacant board
positions shall be filled by substitute members, if any, elected by the General Meeting, pursuant to article 10,
paragraph 1 of the Articles of Association summoned in the order in which they were elected.
5. In the case that the filling of vacancies is not possible, whether because no substitute members have
been elected by the General Meeting, or because their number is exhausted, the Board of Directors may either
elect directors to fill in the vacancies, or carry on with the administration and representation of the Company
with the remaining directors and without replacing the former directors, on the condition that the remaining
number of directors is superior to one half of the initial number of directors as it was before the occurrence of
the aforementioned events. That said, the number of Board members cannot, at any time, be inferior to three
(3). The choice of one of the above solutions is made by the Board of Directors at its absolute discretion. The
Board of Directors may substitute only some of the vacant members provided that the Members after the
partial substitution exceed one half of the total number of the members before the occurrence of the vacancy
or vacancies.
6. The aforementioned right of the Board of Directors to elect Directors to replace vacant members, does
not apply if vacant members have been appointed by the Board of Directors pursuant to paragraph 2 of the
present article. Pursuant to paragraph 2 of this article, the sole responsible to decide the replacement of
vacant Members of the Board which have been appointed by the Board of Directors is the Minority Shareholder.
7. The right of the Board of Directors to continue to manage and represent the Company through any
remaining members and without having replaced any vacant members shall not prejudice the right of the
shareholder mentioned in paragraph 2 of the present article to exclusively replace any vacant member that
has been appointed by such Shareholder pursuant to paragraph 6 of the present article.
8. Should there be an election for replacing members, these shall be elected by the Board of Directors
upon decision of its remaining members, provided their number is not inferior to three (3), and shall stay in
office for the remaining of the term of office of the member to be replaced. The decision pertaining to the
election is subject to the publication formalities and shall be announced by the Board of Directors at the first
subsequent General Meeting, which has the power to replace the elected members even if no such item is
entered on the agenda. The right of the General Meeting set out above to elect permanent members in
replacement of those mentioned in paragraph 5 of the present article shall not exist in relation to members
that have been appointed by the shareholders pursuant to paragraph 2 of the present article given the
exclusive right of replacement granted to such shareholders pursuant to paragraphs 6 and 7 of the present
article.
9. The election of directors in replacement of vacancies shall be compulsory when the number of the
remaining directors is inferior or equal to half of the initial number of the Members of the Board of Directors,
as it was before the occurrence of one or more vacancies. A vacant Member of the Board of Directors
appointed pursuant to paragraph 2 of this article must be replaced by the appointment of a Member of the
Board of Directors pursuant to paragraphs 6 and 7 of this article.
10. In any case, the remaining members of the Board of Directors, regardless of their number, may convene
a General Meeting with the express purpose of electing a new Board of Directors. In this case, prior to such
General Meeting the shareholder mentioned in paragraph 2 of the present article shall fully exercise their
rights under the abovementioned paragraphs.
Annual financial report for the year ended 31 December 2021
89
11. “Minority Shareholder” means the legal entity “VOXVOCE HOLDINGS LIMITED” and any other person
which enters into its position by acquiring at least 10% of the Relevant Equity Shares of the Company (as
defined in paragraph 12 of the present article), acting legally and without breaching any relevant contractual
obligations.
12. “Relevant Equity Shares” means the share capital of the Company, as is outstanding from time to time,
excluding any shares issued under the stock option plan as approved by resolution of the General Meeting as
in force and under any other stock option plan being approved pursuant to Article 113 of Law 4548/ 2018.
13. The verb “hold”, in relation to shares, refers to shares being held directly and/or held through a
proxy/agent.”
In addition, in relation to the amendment of the Company’s Articles of Association, article 19, par. 2 and 3 of
the amended and in force Articles of Association, the following are provided:
“ARTICLE 19’’
…
2.Without prejudice to paragraph 3 of the present article, all issues pertaining to the convocation, quorum,
decision-making majority requirements and General Meeting competencies, as well as to participation and
voting rights in the General Meeting, are regulated in accordance with the provisions of Law 4548/2018, as
in force, In addition to the competence of the General Meeting, the Board of Directors may also be competent
to decide that a bond will be issued, except for when the bonds to be issued are convertible into shares,
subject to the second subparagraph of paragraph 4 of Article 16 hereof, or if they carry a right to participate
in profits.
3.Any material change in the Company’s business (resulting into the Company ceasing to be active in the
development of real estate as its core business activity), any amendment of Article 2 of the present Articles
of Association as well as any ceasing of operations of any material subsidiaries of the Company or any
agreement by the Company to implement such abovementioned material change or amendment of Article 2
or the aforementioned ceasing of operations shall be treated as a matter which falls under Article 130(3) of
Law 4548/ 2018 and the exclusive competence of the General Meeting which validly resolves on such matter
only if no objections are raised by shareholders that hold 10% of the Relevant Equity Shares (as defined under
article 10 of the present articles of association).
…..”
8. Authority of the Board of Directors or certain of its members regarding the issuance of new
shares or the purchase of own shares pursuant to articles 24 and 114 of Law 4548/2018
A. According to the provisions of article 24, paragraph 1 of the L. 4548/2018 and in combination with the
provisions of article 6 of the Articles of Association of the Company, within five years since the relative decision
of the General Meeting of the Shareholders with which an increase in the share capital is conducted, the Board
of Directors has the right by a 2/3 majority decision of its members, to increase the share capital by issuing
new shares. The amount of the increase cannot exceed more than three times the amount of the share capital
that has already been paid-in, at the date the relative decision was made by the General Meeting. The
abovementioned authority of the Board of Directors may be renewed by the General Meeting of the
shareholders for a time period that does not exceed five years for each renewal.
B. According to the provisions of article 114 of the L. 4548/2018, by virtue of a decision of the General Meeting,
which is made by increased quorum and majority, a stock option plan may be introduced in favour of members
of the Board of Directors and personnel of the Company, and of affiliated companies according to article 32 of
Annual financial report for the year ended 31 December 2021
90
the L. 4308/2014, in the form of the option to purchase shares, according to the terms of this decision, a
summary of which ispublicized. The decision of the General Meeting especially specifies the maximum number
of shares that can be issued, which cannot exceed 10% of the existing shares, the price and the terms of
distribution of the shares to the beneficiaries. The Board of Directors decides on any other relevant details not
otherwise determined by the General Meeting, issues the stock option certificates and the shares to the
beneficiaries who have exercised their option, increasing respectively the capital and certifying the relative
increase of it, according to the paragraph 3 of article 113 of the L. 4548/2018.
Pursuant to the above provisions, the Extraordinary General Meeting of the Shareholders on 22.12.2020
decided a Stock Incentive Award (stock option) according to the provisions of article 113 Law 4548/2018 that
will be offered to Officers and employees of the Company and its affiliates within the meaning of article 32 of
Law 4308/2014. The Options are divided into a) "Initial Options" for up to 5,500,000 Company shares
(equivalent to 3.112% of the Company's share capital), and b) "additional options" for up to 2,750,000
Company shares (equivalent to 1.556% of the Company's share capital). Exercise price under the Award is
set to €6.70 per share. In order to fulfil the Options that will be exercised under the Award, the Company shall
proceed to a corresponding capital increase and issue of new shares according to the provisions of article 113,
Law 4548/2018. The Term of the Award is set to six (6) years, commencing in December 2020 and ending in
December 2026. In addition to the foregoing special authorisations expressly provided herein, the
Extraordinary General Meeting authorises the Board to specify the Participants of the Award, the special terms
applying to the award and the exercise of the Options, and any other term that may be deemed necessary or
suitable for the implementation of the Award, in accordance with the applicable laws and the Company's best
practices, within the scope of the Board of Directors powers and competencies.
C. Pursuant to the provisions of article 49 and 50 of the L. 4548/2018, as it applies, subject to prior approval
by the General Meeting of the Shareholders, the Company may acquire its own shares, under the responsibility
of the Board of Directors, provided that the par value of the shares acquired, including the shares previously
acquired and still held by the Company, does not exceed the one tenth (1/10) of its paid-up share capital. The
resolution of the General Meeting must also set the terms and conditions of the acquisitions, the maximum
number of shares that may be acquired, the effective period of the approval granted, which may not exceed
24 months, and, in the case of acquisition for value, the maximum and minimum consideration.
In implementation of the above provisions the Annual General Meeting of the Shareholders of the Company,
on 23.06.2021 decided on the purchase of own shares within a period of 24 months, i.e. from 24.06.2021
until 23.06.2023, up to 10% of its paid-up share capital, at a maximum purchase price of €14.00 per share
and a minimum purchase price equal to the nominal value of the share, that is €0.30 per share and instructed
the Board of Directors to implement this decision in cases where it deemed necessary. The Board of Directors
of the Company during its meeting on 23.06.2021decided that the Company may proceed to the
materialization of the abovementioned decision, as best served its interests.
Therefore, the total number of own shares that the Company holds on 31.12.2021 amounts to 533,292 shares,
equivalent to 0.302% of its share capital.
9. Significant agreements put in force, amended or terminated in the event of a change in the
control of the Company, following a public offer
In the event of a change in the control of the Company, due to the disposal of all shares held by Consolidated
Lamda Holdings S.A., the Shareholders Agreement is considered automatically expired.
Furthermore, in case of the loss of the control of the Company by Consolidated Lamda Holdings S.A., shall be
considered as an event of default with respect to the following bond loan contracts:
A. LAMDA Development S.A.: Common Bond Loan of €320 million (capital balance at 31.12.2021) with
320,000 common, bearer bonds of the Company, with a nominal value of €1,000 each, trading in the category
of Fixed Income Securities of the Regulated Market of the Athens Exchange.
B. LAMDA DOMI S.M.S.A.: Syndicated bond loan with the banks HSBC France, Eurobank, Alpha Bank and
Piraeus Bank, loan balance €83.7 million as of 31.12.2020.
C. LAMDA FLISVOS MARINA S.A.: Syndicated bond loan with Piraeus Bank, loan balance €5.6 million as of
31.12.2020. The said bond loan was fully repaid by the issuing company on February 4, 2022.
D. PYLAIA S.M.S.A.: Syndicated bond loan with the banks Eurobank, Alpha Bank and Piraeus, loan balance
€72 million as of 31.12.2020.
Annual financial report for the year ended 31 December 2021
91
E. LAMDA Development SA: Joint bond syndicated loan capital up to three hundred and forty seven million
two hundred thousand euros (€347,200,000) with Eurobank and Piraeus Bank, with bonds registered and not
listed on the regulated market, which will be issued in case of forfeiture of the letter of guarantee of equal
value, which has been delivered to the HRADF, as a beneficiary, to ensure the claims of the latter arising from
the SPA and related to the payment of the credited part of the purchase price of the shares issued by
"HELLINIKON SA"
F. SINGIDUNUM BUILDINGS d.o.o. Belgrade: Joint bond syndicated loan with a capital balance of thirty million
nineteen thousand eight hundred five euros and sixty one cents (€30,019,805.61) on 31.12.2021 with the
banks EUROBANK CYPRUS LIMITED, Direktna Banka Belgrade and Alpha Bank SA.
10. Every agreement that the Company has concluded with members of its Board of Directors or
with its employees, which foresees compensation in case of resignation or dismissal without
substantial cause or termination of the term of office or employment due to a public offer
The Company has no agreements with members of the Board of Directors or with its employees, which foresee
compensation in case of resignation or dismissal without substantial cause or termination of the term of office
or employment as a result of a public offer.
Maroussi, 6 Arpil 2022
Board of Directors
_______________________
Anastasios K. Giannitsis
Chairman of the BoD
______________________
Odissefs E.Athanasiou
Chief Executive Officer
_____________________
Evgenia G.Paizi
Member of the BoD
Annual financial report for the year ended 31 December 2021
92
III. Independent auditor’s report
Annual financial report for the year ended 31 December 2021
93
Annual financial report for the year ended 31 December 2021
94
Annual financial report for the year ended 31 December 2021
95
Annual financial report for the year ended 31 December 2021
96
Annual financial report for the year ended 31 December 2021
97
Annual financial report for the year ended 31 December 2021
98
Annual financial report for the year ended 31 December 2021
99
Annual financial report for the year ended 31 December 2021
100
Annual financial report for the year ended 31 December 2021
101
Annual financial report for the year ended 31 December 2021
102
Annual financial report for the year ended 31 December 2021
103
Company and Consolidated Financial Statements for the year ended 31 December 2021
Statement of financial position (Company and Consolidated)
Amounts in € thousands
Note
GROUP
COMPANY
31.12.2021
31.12.2020 ²
31.12.2021
31.12.2020 ²
ASSETS
Non-current assets
Investment property
6
1.840
1.840
Inventories
10
-
-
Right-of-use assets
19
8.156
7.087
Tangible assets
7
4.625
5.060
Intangible assets
8
2.353
115
Investments in subsidiaries
9
606.758
310.562
Investments in joint ventures and associates
9
1.467
3.737
Deferred tax assets
24
546
4.588
Restricted cash
13
167.000
-
Other receivables
11
84.594
9.883
Derivative financial instruments
23
-
-
Other financial instruments
14
756
-
878.095
342.872
Current assets
Inventories
10
-
-
Trade and other receivables
11
92.873
49.502
Current tax assets
172
3.088
Restricted cash
13
210.000
-
Cash and cash equivalents
12
31.505
829.352
334.550
881.942
Assets classified as held for sale¹
9
2.570
-
Total assets
1.215.215
1.224.814
EQUITY
Share capital and share premium
15
1.024.508
1.024.576
Treasury shares
16
(3.729 )
(3.729)
-
Other reserves
17
10.218
3.132
Retained earnings/(Accumulated losses)
(26.340 )
(212.973)
(203.296)
Equity attributable to equity holders of the Company
818.024
824.412
Non-controlling interests
-
-
Total equity
818.024
824.412
LIABILITIES
Non-current liabilities
Borrowings
18
314.098
313.162
Lease liabilities
19
6.677
6.351
Deferred tax liabilities
24
-
-
Derivative financial instruments
23
-
-
Net employee defined benefit liabilities
20
459
549
Provisions for infrastructure investments for HELLINIKON
S.A.
22
-
-
Consideration payable for the acquisition of HELLINIKON
S.A.
9
-
-
Other non-current liabilities
37.381
-
358.615
320.062
Current liabilities
Borrowings
18
-
-
Lease liabilities
19
1.697
769
Trade and other payables
21
36.879
79.571
Provisions for infrastructure investments for HELLINIKON
S.A.
22
-
-
Current tax liabilities
-
-
38.576
80.340
Liabilities directly associated with assets classified as held
for sale¹
9
-
-
Total liabilities
397.191
400.402
Total equity and liabilities
1.215.215
1.224.814
¹ Assets and liabilities related to the subsidiary LAMDA ILIDA OFFICE S.M.S.A. and to the joint venture LAMDA AKINITA S.A. are accounted
as assets held for sale under IFRS 5 (note 9)
² Comparative figures of statement of financial position 31.12.2020 for the Group and the Company have been restated due to revised IAS
19 (note 2.2)
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
104
Income statement (Company and Consolidated)
GROUP
COMPANY
Amounts in € thousands
Note
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
Revenue
25
42.533
1.536
Dividends income
8.917
35.769
Net gain/(loss) from fair value adjustment on
investment property
6
(43.630 )
-
-
Loss from inventory impairment
10
(272 )
-
-
Profit from disposal of investment property
6
-
-
Cost of sales of inventory - land
10
(2.509 )
-
-
Expenses related to investment property
26
(11.883 )
(13.262 )
-
-
Expenses related to the development of the Ellinikon site
(31.979 )
(9.354 )
(24.035)
(9.951)
Employee benefits expense
27
(21.022 )
(13.504 )
(13.617)
(7.643)
Depreciation
7,8,
19
(8.602 )
(7.514 )
(2.617)
(1.371)
Provision for impairment relating to subsidiaries, joint
ventures and associates
9
(3.590)
(3.000)
Provision for impairment of receivables from subsidiaries
33
(1.126)
(1.723)
Gain on disposal of subsidiary
9
9.586
-
Other operating income / (expenses) - net
28
(5.902 )
(8.389 )
(5.077)
(3.939)
Operating profit/(loss)
(29.855 )
10.974
9.678
Finance income
29
1.426
2.065
Finance costs
29
(58.892 )
(32.603 )
(18.089)
(10.763)
Share of net profit of investments accounted for using
the equity method
9
(484 )
-
-
Profit/(loss) before income tax
(59.246 )
(5.689)
980
Income tax expense
30
(68.094 )
(3.988)
(2.411)
Profit/(loss) for the year
(56.128 )
(9.677)
(1.431)
Profit/(loss) attributable to:
Equity holders of the parent
(51.664 )
(9.677)
(1.431)
Non-controlling interests
(4.464 )
-
-
(56.128 )
(9.677)
(1.431)
Earnings/(losses) per share attributable to the
equity holders of the Parent during the year
(expressed in € per share)
- Basic
34
(0,29 )
(0,05)
(0,01)
- Diluted
34
(0,29 )
(0,05)
(0,01)
Weighted Average number of shares
34
176.721.722
176.736.715
Revised Weighted Average number of shares
34
177.741.707
176.736.715
¹ Comparative figures of income statement 01.01-31.12.2020 for the Group and the Company have been restated due to revised
IAS 19 (note 2.2)
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
105
Comprehensive income statement (Company and Consolidated)
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
Profit/(loss) for the year
(56.128 )
(9.677)
(1.431)
Cash flow hedges, after tax
(609 )
-
-
Currency translation differences
(1 )
-
-
Items that may be subsequently
reclassified to profit or loss
(610 )
-
-
Actuarial gain / (losses), after tax
(73 )
(41 )
(53)
(36)
Change in income tax rate
(10 )
-
-
Items that may not be subsequently
reclassified to profit or loss
(83 )
(41 )
(53)
(36)
Other comprehensive income for the year
(651 )
(53)
(36)
Total comprehensive income for the year
(56.779 )
(9.730)
(1.467)
Profit/(loss) attributable to:
Equity holders of the parent
(52.129 )
(9.730)
(1.467)
Non-controlling interests
(4.650 )
-
-
(56.779 )
(9.730)
(1.467)
¹ Comparative figures of Comprehensive income statement 01.01-31.12.2020 for the Group and the Company have
been restated due to revised IAS 19 (note 2.2)
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
106
Statement of changes in equity (Consolidated) 2021
Attributable to equity holders of the parent
Non-
controlling
interests
Total equity
Amounts in € thousands
Share
capital and
share
premium
Treasury
share
Other
reserves
Retained
earnings /
(Accumulated
losses)
Total
GROUP
1 January 2021 ¹
(26.340 )
Total income:
Profit for the year
Other comprehensive income for the year:
Cash flow hedges, after tax
Actuarial gain / (losses), after tax
(72 )
(72 )
(1 )
(73 )
Currency translation differences
(5 )
Change in income tax rate
(10 )
(10 )
(10 )
Total other comprehensive income for the year
Total comprehensive income for the year
Transactions with the shareholders:
Other reserves
(745 )
Change of other reserves due to sale of subsidiary
(49 )
Issue of share capital
Acquisition of treasury shares
(3.729 )
(3.729 )
(3.729 )
Employees share option scheme
Dividends to non-controlling interest
(4.602 )
(4.602 )
Change in income tax rate
(68 )
(68 )
(68 )
Total transactions with the shareholders
(68 )
(3.729 )
(696 )
(4.560 )
(1.218 )
31 December 2021
(3.729 )
¹ Amounts as at 01.01.2021 have been restated due to revised IAS 19 (Note 2.2)
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
107
Statement of changes in equity (Consolidated) 2020
Attributable to equity holders of the parent
Non-
controlling
interests
Total
equity
Amounts in € thousands
Share capital
and share
premium
Other
reserves
Retained
earnings /
(Accumulated
losses)
Total
GROUP
1 January 2020
Restated due to revised IAS 19
1 January 2020
Total income:
Loss for the year
(51.664 )
(51.664 )
(4.464 )
(56.128 )
Other comprehensive income for the year:
Cash flow hedges, after tax
(416 )
(416 )
(193 )
(609 )
Actuarial gain / (losses), after tax
(48 )
(48 )
(41 )
Currency translation differences
(1 )
(1 )
(1 )
Total other comprehensive income for the year
(465 )
(465 )
(186 )
(651 )
Total comprehensive income for the year
(465 )
(51.664 )
(52.129 )
(4.650 )
(56.779 )
Transactions with the shareholders:
Other reserves
(1.847 )
Transaction costs
Employees share option scheme
Dividends to non-controlling interest
(329 )
(329 )
Non-controlling interest arising on a business combination (note 9)
Restated due to revised IAS 19 related to acquisition of a subsidiary
Total transactions with the shareholders
(1.820 )
31 December 2020
(26.340 )
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
108
Statement of changes in equity (Company) 2021
Amounts in € thousands
Share capital and
share premium
Treasury
shares
Other
reserves
Retained
earnings /
(Accumulated
losses)
Total Equity
COMPANY
1 January 2021 ¹
1.024.576
-
3.132
(203.296)
824.412
Total income:
Loss for the year
-
-
-
(9.677)
(9.677)
Other comprehensive income for the year:
Actuarial gain / (losses), after tax
-
-
(53)
-
(53)
Total other comprehensive income for the year
-
-
(53)
-
(53)
Total comprehensive income for the year
-
-
(53)
(9.677)
(9.730)
Transactions with the shareholders:
Change in income tax rate
(68)
-
-
-
(68)
Acquisition of treasury shares
-
(3.729)
-
-
(3.729)
Employees share option scheme
-
-
7.139
-
7.139
Total transactions with the shareholders
(68)
(3.729)
7.139
-
3.342
31 December 2021
1.024.508
(3.729)
10.218
(212.973)
818.024
¹ Amounts as at 01.01.2021 have been restated due to revised IAS 19 (Note 2.2)
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
109
Statement of changes in equity (Company) 2020
Amounts in € thousands
Share capital and
share premium
Treasury
shares
Other reserves
Retained earnings /
(Accumulated
losses)
COMPANY
1 January 2020
1.023.856
2.852
(202.147)
824.561
Restated due to revised IAS 19
-
118
282
400
1 January 2020
1.023.856
2.970
(201.865)
824.961
Total income:
Profit for the year
-
-
(1.431)
(1.431)
Other comprehensive income for the year:
Actuarial gain / (losses), after tax
-
(36)
-
(36)
Total other comprehensive income for the year
-
(36)
-
(36)
Total comprehensive income for the year
-
(36)
(1.431)
(1.467)
Transactions with the shareholders:
Transaction costs
720
-
-
720
Employees share option scheme
-
198
-
198
Total transactions with the shareholders
720
198
-
918
31 December 2020
1.024.576
3.132
(203.296)
824.412
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
110
Cash Flow Statement (Company and Consolidated)
Note
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
Profit/(loss) for the year
(56.128 )
(9.677)
(1.431)
Adjustments for:
Tax
30
(3.118 )
3.988
2.411
Depreciation
7,8,19
2.617
1.371
Share of profits of associates
9
(2.284 )
-
-
Dividends income
(135 )
(203 )
(8.917)
(35.769)
Provision for impairment of receivables from
subsidiaries
33
1.126
1.723
Provision for impairment relating to subsidiaries,
joint ventures and associates
9
3.590
3.000
Impairment of receivables
11
71
(74)
Net loss from sale/valuation on derivative
instruments at fair value through profit or loss
23
(984 )
-
-
Loss from sale of investment tangible assets /
inventories
(880 )
-
-
(Gain) / loss related to loss/acquisition share of
control
9
(1.212 )
(9.586)
-
Provision for retirement benefit obligations
20
(156)
52
Employees share option scheme
17
7.139
198
Finance income
29
(283 )
(928 )
(1.426)
(2.065)
Finance costs
29
18.089
10.763
Loss from inventory impairment
10
(308 )
-
-
Net gains / (losses) from fair value adjustment on
investment property
6
(325.299 )
-
-
Other non cash income / (expense)
(3.965 )
(1.824 )
(119)
-
6.739
(19.821)
Changes in working capital:
(Increase)/decrease in inventories
10
(5.261 )
-
-
Decrease/(increase) in trade receivables
11
(11.151 )
(17.677 )
(19.761)
(16.199)
(Decrease)/increase in trade payables
21
(21.421 )
2.570
(8.716)
(Decrease)/increase related to payments in
advance from contracts for HELLINIKON S.A.
21
500
-
(36.601 )
(16.691)
(24.915)
Income taxes paid
(2.735 )
(2.265 )
(6)
(46)
Net cash (outflow)/inflow from operating
activities
(18.874 )
(9.958)
(44.782)
Cash flows from investing activities
Purchase of tangible assets and investment
property
6,7
(27.314 )
(11.723 )
(2.287)
(3.455)
Purchase of intangible assets
8
(508 )
(334)
-
Proceeds from sale of tangible assets and
investment property
6,7
-
-
Dividends/pre-dividends received
338
19.466
Interest received
153
707
Loans to related parties
(80.000)
-
Proceeds from repayment of loans to related
parties
2.270
648
Consideration paid for the acquisition of interest
held in participation minus cash equivalents at the
date of the acquisition
9
(308.064 )
(8.394 )
(901)
(13.944)
(Purchase)/sale of other financial instruments at
fair value through profit or loss
14
(756 )
(756)
-
Cash equivalents at the date of the acquisition
9
-
-
(Increase)/decrease in the share capital of
participations
9
(300 )
(5.260 )
(300.086)
15.824
Restricted cash
13
(377.000 )
(377.000)
-
Net cash (outflow) / inflow from investing
activities
(698.510 )
(24.608 )
(758.603)
19.246
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
111
GROUP
COMPANY
Amounts in € thousands
Note
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
Cash flows from financing activities
Transaction costs on issue of shares
(4.865 )
-
(4.865)
(Purchase) of treasury shares
16
(3.380 )
(3.380)
-
Dividends paid to non-controlling interests
9
(329 )
-
-
Loans received from related parties
-
(10.373)
Loans received/repayment of loans from
related parties
(10.000 )
(7.253)
-
Proceeds from borrowings
18
-
320.000
Repayment of borrowings
18
(30.464 )
(254.602 )
-
(89.128)
Repayment of lease liabilities
19
(3.557 )
(2.759 )
(1.500)
(1.144)
Interest paid and related expenses
18,29
(29.355 )
(19.755 )
(16.795)
(3.929)
Interest paid related to lease liabilities
19
(4.071 )
(4.341 )
(358)
(97)
Borrowings transaction costs
18
(32 )
(9.488 )
-
(7.240)
Net cash (outflow) / inflow from
financing activities
(55.089 )
(29.286)
203.224
Net decrease in cash and cash equivalents
(720.753 )
(797.847)
177.688
Cash and cash equivalents at the beginning of
the year
12
829.352
651.664
Cash and cash equivalents at end of the
year
12
31.505
829.352
¹ Comparative figures of cash flow statement 01.01-31.12.2020 for the Group and the Company have been restated due to
revised IAS 19 (note 2.2)
Notes on pages 112 to 189 form an integral part of this financial statements
Annual financial report for the year ended 31 December 2021
112
Notes to the financial statements
1. General information
These financial statements include the standalone financial statements of the company LAMDA DEVELOPMENT
“the Group”) for the fiscal year ended 31 December 2021. The names of the subsidiaries are presented in note
9. The annual financial statements of the Group’s subsidiaries are uploaded on the web-site
www.lamdadev.com. The Company’s shares are listed on the Athens Stock Exchange.
subsidiaries. The Group’s most significant investments are: three shopping and leisure centers (The Mall
Athens and Golden Hall in Athens and Mediterranean Cosmos in Thessaloniki), office complexes in Greece and
Romania, Flisvos Marina in Faliro, as well as the metropolitan redevelopment of Hellinikon Airport area, where
the Group will develop residencies, hotels, shopping centers, offices, cultural and training centers, information
and health centers, other infrastructure, a metropolitan park of 2 million sq.m., as well as the redevelopment
of the 3.5 km long coastline, including the exploitation of the 337 berths in the Marina of Agios Kosmas.
The Company is domiciled in Greece , 37A Kifissias Ave., 15123, Maroussi with the Number in the General
Electronic Commercial Registry: 3379701000 and its website address is www.lamdadev.com. The entity
Consolidated Lamda Holdings S.A., which is domiciled in Luxembourg, holds 43,76% of Company’s shares as
of 31.12.2021.
These consolidated and standalone financial statements have been approved for release by the Company’s
Board of Directors on 6 April 2022 and are subject to the approval of the ordinary General Meeting of
Shareholders.
2. Summary of significant accounting policies
2.1 Basis of preparation of annual financial statements of preparation
These standalone and consolidated financial statements have been prepared by Management in accordance
with International Financial Reporting Standards (IFRS) and Interpretations of the International Financial
Reporting Interpretations Committee (IFRIC), as they have been adopted by the European Union, and present
the financial position, the operating results and the cash flows based on the going concern assumption which
assumes that the Group has plans in place to avoid material disruptions to its operations and available financial
resources to meet its operating requirements. In this respect, the Management has concluded that a) the basis
of the going concern assumption of these financial statements is appropriate and b) all assets and liabilities
have been presented properly in accordance with the Group accounting policies.
The Management decision to apply the going concern assumption is based on the estimations related to the
possible effects of the COVID-19 pandemic. This decision is based on the forecasts of future cash flows, the
current cash position of the Group, as well as the recent developments regarding the financing of the property
development in Ellinikon within 2021 and until April 2022 (note 18).
The impact due to the coronavirus pandemic COVID-19 for the year ended 2021
The COVID-19 pandemic continued to affect shopping center operations in 2021. EBITDA profits in 2021 were
approximately €19m lower than in 2019 (pre-pandemic), due to the suspension of shopping centers, the
provision of legislative concessions in rents as well as the restrictive measures taken to limit the spread of the
pandemic. EBITDA of shopping centers in 2021 increased significantly by approximately €8,5 million compared
to 2020, achieving accelerated recovery rates, especially in the second half of 2021, at pre-pandemic (2019)
operating profit levels.
The EBITDA profits of the shopping centers in the Fourth Quarter of 2021 amounted to €14m, compared to
€5m in the corresponding period in 2020. It should be noted, however, that in the period November-December
2020 the shopping centers remained virtually closed, making the comparison essentially without object. It is
worth noting that the EBITDA profits of the shopping centers during the Fourth Quarter of 2021 were
marginally €2,5m lower than the historically high operating profitability rates of the corresponding period in
2019, despite the adverse market conditions due to the emergence new, more contagious, variant (Omicron)
of the coronavirus and the implementation of stricter measures to prevent the spread of the pandemic.
Despite the lift of the restrictive measures click-inside/click-away to the retail trade operations since mid-May
2021 (15.05.2021), the emergence of a new, more contagious, variant (Omicron) of the coronavirus, forced
the authorities to re-implement measures to prevent the spread of the pandemic, which have adversely
Annual financial report for the year ended 31 December 2021
113
impacted the entire retail trade. During November-December 2021, a slowdown in the recovery rate to pre-
pandemic levels (2019) for both tenants’ sales and footfall in our Shopping Centers was evident.
The Group continues to carefully monitor the events regarding the spread of coronavirus COVID-19. Until
today, the Group has taken precautious measures for the safety of its employees and visitors of the Shopping
Centers, in compliance with obligations as imposed each time by the official competent authorities.
The Management of the Company has carried out all the necessary analyses in order to confirm its cash
adequacy at the level of the Company and the Group. The Group's cash flow is sufficient to ensure that its
contingent obligations are met, taking into consideration the recent progress regarding the financing of the
development of Ellinikon project (note 18). In addition, according to estimates, the main financial covenants
of the Group's loans will continue to be satisfied.
The factors above have been taken into account by Management when preparing the financial statements for
the Group and the Company for the year ended 31 December 2021. The Management, in order to ensure that
all the necessary actions and initiatives are taken to minimize any impact on the Group's activities, evaluating
the aforementioned factors, as well as the general financial risks, in combination with the uncertain economic
environment, continually assess the situation and the possible future outcomes. However, Management is not
able to accurately predict the likely developments in the Greek economy and its impact on the Group activities.
Specifically, the economic impact on the global economy and overall business activities in relation to the
coronavirus pandemic COVID-19 and the consequent emergency mitigation measures that have affected global
economic activity cannot be assessed with reasonable certainty at this stage due to the inability to reliably
predict the extent and duration of the pandemic. Management will continue to monitor and closely assess the
situation.
Estimated development for the year 2022
Impact of the COVID-19 pandemic
The COVID-19 pandemic continues to adversely impact the global as well as domestic economic activity but
at slower pace. Governments proceeded on vaccination programs, containment measures are imposed when
necessary, while a number of fiscal actions emerged, in European Union and in Greece, intended to mitigate
potential negative economic impacts. In 2021 it has adversely impacted sectors of the Greek economy that
are related to the Group activities, such as the retail trade. However, at global as well as at domestic level
there is a gradual lift of measures that were imposed for the to prevent the spread of the pandemic as a crucial
level of immunity is achieved. The Group continues to carefully monitor the events regarding the spread of
coronavirus COVID-19. The extent to which the Group will be affected by COVID-19 in the next quarters of
2022 will largely depend on the possible future developments of the pandemic. Until today, the Group has
taken precautious measures for the safety of its employees as well as it has acted immediately in compliance
with obligations as imposed each time by the official competent authorities.
Impact from inflationary pressures and the energy crisis (war in Ukraine)
In the context of the inflationary pressures observed in international markets as well as in Greece, the
Company’s rental income is mostly inflation adjusted, linked to an adjustment clause in connection to changes
in the consumer price index (CPI). The said adjustment clause is translated into a 1.5-2 percentage points
margin over the officially announced consumer price index.
Increasing energy costs, a trend observed recently in the international markets as well as in Greece, have not
adversely impacted the Shopping Malls’ operating expenses in FY2021, on account of the “locked” energy
prices based on agreements with the respective providers for the entire 2021 and until the expiration of such
contracts at the end of April 2022. Under the existing contracts, the annual variable energy cost for the
Shopping Malls amounts to c.€2m. The majority of the said expenses relate to the common areas in the
Shopping Malls, which are undertaken by the shopkeepers/tenants. Group LAMDA Development will soon
proceed to an open tender, aimed at covering its electricity energy needs. In view of the very high prices in
the wholesale electricity market, the Group examines all available options to reduce the burden for itself as
well as for its customers/partners in its properties. Finally, the Group will intensify its actions for the
implementation of eligible "green" energy investments in order to reduce future energy costs by reducing its
dependence on traditional energy sources.
Regarding the Ellinikon project, the business plan includes forecasts of increase in construction costs based
on the international valuation standards RICS (Royal Institution of Chartered Surveyors) as well as inflation
forecasts. It should be noted that Ellinikon's project is in its initial phase and any increases in construction
costs as well as inflationary pressures can be offset by future value adjustments.
Annual financial report for the year ended 31 December 2021
114
In relation to the war in Ukraine and the current geopolitical developments, it is worth highlighting the
following: (a) the Company does not own subsidiaries and/or other investments in Russia/Ukraine, (b) in the
Shopping Malls there are no shopkeepers/tenants originated from the said countries and (c) there are no
customers from said countries who have submitted deposits for the future purchase of both apartments on
the Marina Tower and land plots for Beach Villas.
The Company's Management closely monitors and evaluates the events in relation to the war in Ukraine to
take the necessary measures and to adjust its business plans (if required) in order to ensure business
continuity and limitation of any negative effects on the Group's activities. At this stage it is not possible to
predict the general impact that may have on the financial status of the Group's customers a prolonged energy
crisis and increase in prices in general. Based on its current assessment, it has concluded that no additional
provisions for impairment are required for the Group's financial and non-financial assets as at 31 December
2021.
The Management of the Company has carried out all the necessary analyses in order to confirm its cash
adequacy at Company and Group level. The Group's cash flow is sufficient to ensure that its contingent
obligations are met. In addition, according to estimates, it is predicted that the main financial covenants of
the Group's loans will continue to be satisfied.
In note 3 “Financial risk factors” of the financial statements for the year ended 31 December 2021, there is
information on the approach of the total risk management of the Group, as well as on the general financial
risks that the Group faces regarding the going concern principle.
This consolidated and Company financial statements have been prepared under the historical cost convention,
except for the investment property, the financial instruments held at fair value through profit or loss and the
derivative financial instruments which are presented at fair value.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise judgement in the process of applying the group’s
accounting policies. In addition, the use of certain estimates and assumptions is required that affect the
balances of the assets and liabilities, the disclosure of contingent assets and liabilities as at date of preparation
of the financial information and the amounts of income and expense during the reporting period. Although
these estimates are based on the best knowledge of management in relation to the current conditions and
actions, the actual results can eventually differ from these estimates. The areas involving a higher degree of
judgment or complexity, or areas where assumptions and estimates are significant to the financial information
are disclosed in note 4.
2.2 New standards, amendments to standards and interpretations
Certain new standards, amendments to standards and interpretations have been issued that are mandatory
for periods beginning on or after 1st January 2021. The Group’s assessment of the effect of these new
standards, amendments to standards and interpretations is presented below.
Standards and Interpretations effective for the financial year 2021
IFRS 16 “Leases” (Amendment) “Covid-19-Related Rent Concessions”
(COMMISSION REGULATION (EU) No. 2020/1434 of 9Th October 2020, L 331/20 - 12/10/2020)
The amendment provides lessees (but not lessors) with relief in the form of an optional exemption from
assessing whether a rent concession related to COVID-19 is a lease modification. Lessees can elect to account
for rent concessions in the same way as they would for changes which are not considered lease modifications.
The Group decided to adopt the relief provided by the amendment and account for Covid-19-Related Rent
Concessions as changes which are not considered lease modifications. Impact of rental concessions received
during the current financial year is presented in note 19.
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendments) “Interest rate benchmark reform –
Phase 2”
(COMMISSION REGULATION (EU) No. 2021/25 of 13th January 2021, L 11/7 - 14/1/2021)
These apply to annual accounting periods starting on or after 1st January 2021. Earlier application is permitted.
In August 2020, the IASB issued amendments to several IFRS Standards (IFRS 9 “Financial Instruments”, IAS
39 “Financial Instruments: Recognition and Measurement”, IFRS 7 “Financial Instruments: Disclosures”, IFRS
4 “Insurance Contracts” and IFRS 16 “Leases”). The package amendments complement those issued in 2019
and focus on the effects on financial statements when a company replaces the old interest rate benchmark
with an alternative benchmark rate as a result of the reform of inter-bank offered rates (IBOR). The
amendments in this final phase relate to:
• changes to contractual cash flows: a company will not have to derecognize or adjust the carrying amount of
financial instruments for changes required by the reform, but will instead update the effective interest rate to
reflect the change to the alternative benchmark rate,
Annual financial report for the year ended 31 December 2021
115
• hedge accounting: a company will not have to discontinue its hedge accounting solely because it makes
changes required by the reform, if the hedge meets other hedge accounting criteria, and
• disclosures: a company will be required to disclose information about new risks arising from the reform and
how it manages the transition to alternative benchmark rates.
These amendments do not affect the Group's financial statements.
Standards and Interpretations effective after 31st December 2021
The following new standards, amendments and IFRICs have been published but are in effect for the annual
fiscal period beginning the 1st of January 2022 and have not been adopted from the Group earlier.
IFRS 16 (Amendment) “Covid-19-Related Rent Concessions - Extension of application period”
(COMMISSION REGULATION (EU) No. 2021/1421 of 30th August 2021, L 305/17 -31/8/2021)
The amendment is effective for annual reporting periods beginning on or after 1 April 2021.
The amendment extended by one year the relief to cover rent concessions that reduce only lease payments
due on or before 30 June 2022.
The Group will apply this amendment, but no significant impact is expected based on management’s current
assessment of the ongoing COVID-19 situation.
Several Narrow-scope Amendments to IFRS
(COMMISSION REGULATION (EU) No. 2021/1080 of 28th June 2021, L 234/90 - 2/7/2021)
These apply to annual accounting periods starting on or after 1st January 2022.
In May 2020, the IASB issued several narrow-scope amendments to IFRS Standards. The package of
amendments includes narrow-scope amendments to three Standards as well as the Board’s Annual
Improvements, which are changes that clarify the wording or correct minor consequences, oversights or
conflicts between requirements in the Standards.
Amendments to IFRS 3 “Business Combinations” update a reference in IFRS 3 to the Conceptual Framework
for Financial Reporting without changing the accounting requirements for business combinations. In addition,
an exception was added for some types of liabilities and contingent liabilities acquired in a business
combination. Finally, it is clarified that the acquirer should not recognize contingent assets, as defined in IAS
37, at the acquisition date. Amendments to IAS 16 “Property, Plant and Equipment” prohibit a company from
deducting from the cost of property, plant and equipment amounts received from selling items produced while
the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds
and related cost in profit or loss. Amendments to IAS 37 “Provisions, Contingent Liabilities and Contingent
Assets” clarify that ‘costs to fulfil a contract’ comprise the incremental costs of fulfilling that contract and an
allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before a
separate provision for an onerous contract is established, an entity recognizes any impairment loss that has
occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract.
Annual Improvements make minor amendments to IFRS 9 “Financial Instruments” and the Illustrative
Examples accompanying IFRS 16 “Leases”. The amendment to IFRS 9 addresses which fees should be included
in the 10% test for derecognition of financial liabilities. Costs or fees could be paid to either third parties or
the lender. Under the amendment, costs or fees paid to third parties will not be included in the 10% test. The
amendment to IFRS 16 removed the illustration of payments from the lessor relating to leasehold
improvements in Illustrative Example 13 of the standard in order to remove any potential confusion about the
treatment of lease incentives.
The Group is currently assessing the impact of these amendments on its financial statements.
IAS 1 “Presentation of Financial Statements” (Amendment) - “Classification of Liabilities as
Current or Non-current”
This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted.
In January 2020 the IASB issued amendment to IAS 1 “Presentation of Financial Statements” that affect
requirements for the presentation of liabilities. Specifically, they 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) specifying that an entity’s right
to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected
by management’s intentions or expectations about whether the entity will exercise its right to defer settlement;
(c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying
liabilities an entity will or may settle by issuing its own equity instruments.
The Group expects no impact to financial statements since the existing accounting policies are consistent with
the proposed amendments. These amendments have not yet been endorsed by the European Union.
Annual financial report for the year ended 31 December 2021
116
IAS 1 “Presentation of Financial Statements” (Amendment) - “Accounting policy disclosures”
(COMMISSION REGULATION (EU) No. 2022/357 of 2nd March 2022, L 68/1 -3/3/2022)
This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted.
In February 2021 the IASB issued amendments to IAS 1 “Presentation of Financial Statements” and IFRS
Practice Statement 2 “Making Materiality Judgements”. The amendments to IAS 1 require companies to
disclose their material accounting policy information rather than their significant accounting policies. The
amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to
accounting policy disclosures.
The Group has not yet assessed the impact of the amendment on its financial statements.
IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” (Amendment) -
“Definition of accounting estimates”
(COMMISSION REGULATION (EU) No. 2022/357 of 2nd March 2022, L 68/1 -3/3/2022)
This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted.
In February 2021 the IASB issued amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates
and Errors”. The amendments to IAS 8 clarify how companies should distinguish changes in accounting policies
from changes in accounting estimates. That distinction is important because changes in accounting estimates
are applied prospectively only to future transactions and other future events, but changes in accounting
policies are generally also applied retrospectively to past transactions and other past events.
The Group has not yet assessed the impact of the amendment on its financial statements.
IAS 12 “Income Taxes” (Amendment) – “Deferred Tax related to Assets and Liabilities arising from
a Single Transaction”
This applies to annual accounting periods starting on or after 1st January 2023. Earlier application is permitted.
In May 2021 the IASB issued amendments to IAS 12 “Income Taxes”. The amendments to IAS 12 specify how
companies should account for deferred tax on transactions such as leases and decommissioning obligations.
IAS 12 “Income Taxes” specifies how a company accounts for income tax, including deferred tax, which
represents tax payable or recoverable in the future. In specified circumstances, companies are exempt from
recognizing deferred tax when they recognize assets or liabilities for the first time. Previously, there had been
some uncertainty about whether the exemption applied to transactions such as leases and decommissioning
obligations—transactions for which companies recognize both an asset and a liability. The amendments clarify
that the exemption does not apply and that companies are required to recognize deferred tax on such
transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and
decommissioning obligations.
The Group will assess the impact of the amendment on its financial statements. These amendments are not
expected to affect the Group. These amendments have not yet been endorsed by the European Union.
There are no other new standards or amendments to standards, which are mandatory for periods beginning
during the current period and subsequent periods that may have significant impact on the Group’s financial
statements.
Change of accounting policy regarding the distribution of personnel benefits in periods of services,
according to IAS 19 “Employee benefits”
In May 2021, the International Financial Reporting Interpretations Committee ("the Committee") issued the
final agenda decision under the title "Attributing Benefits to Periods of Service" (IAS 19), which includes
explanatory material regarding the way of distribution of benefits in periods of service following a specific
defined benefit plan proportionate to that defined in Article 8 of Law 3198/1955 regarding provision of
compensation due to retirement (the "Labor Law Defined Benefit Plan"). In particular, the aforementioned
final decision of the Committee's agenda provides explanatory information on the application of the basic
principles and regulations of IAS 19 in respect of the distribution of benefits in periods of service similar to
that of the Labor Law Defined Benefit Plan. This explanatory information differentiates the way in which the
basic principles and regulations of IAS 19 have been applied in Greece in the previous years, and therefore,
according to what is defined in the “IASB Due Process Handbook (par 8.6)”, entities that prepare their financial
statements in accordance with IFRS are required to amend their Accounting Policy accordingly. Based on the
above, the aforementioned final decision of the Committee's agenda is treated as a Change in Accounting
Policy. The aforementioned decision will be implemented in accordance with paragraphs 19-22 of IAS 8. The
change in accounting policy is applied retrospectively with a corresponding adjustment of the opening balance
of every affected equity item for the older of the presented periods and other comparative amounts for every
prior period presented as if the new accounting policy had always been effective. The application of this final
agenda decision in the accompanying consolidated financial statements has led to attributing benefits in the
Annual financial report for the year ended 31 December 2021
117
last 16 years until the date of employee retirement following the scale recorded in Law 4093/2012. Before the
implementation of the above final agenda, the Group distributed the obligation with the linear method in the
first 16 years of service of the employee in the company. The Group applied the change in the aforementioned
accounting policy on the annual financial statements for the year ending December 31, 2021. The following
tables present the effect of implementing the final agenda decision regarding every affected specific item of
the financial statements. The tables do not include the items non-affected by the change in accounting policy:
Amounts in € thousand
GROUP
Extract of Statement of Financial Position
31.12.2019
IAS 19
Amendment
1.1.2020
Deferred tax assets
7.260
(226)
7.034
Other reserves
6.891
272
7.163
Retained earnings / (Accumulated losses)
26.593
551
27.144
Non-controlling interests
85.746
49
85.795
Net employee defined benefit liabilities
1.684
(1.098)
586
Amounts in € thousand
COMPANY
Extract of Statement of Financial Position
31.12.2019
IAS 19
Amendment
1.1.2020
Deferred tax assets
7.113
(126)
6.987
Other reserves
2.852
118
2.970
Retained earnings / (Accumulated losses)
(202.147)
282
(201.865)
Net employee defined benefit liabilities
976
(526)
450
Amounts in € thousand
GROUP
Extract of Statement of Comprehensive Income
01.01.2020
to
31.12.2020
IAS 19
Amendment
Restated
01.01.2020
to
31.12.2020
Employee benefits expense
(13.606)
102
(13.504)
Income tax expense
3.142
(24)
3.118
Actuarial gains / (losses) after tax
(197)
156
(41)
Amounts in € thousand
COMPANY
Extract of Statement of Comprehensive Income
01.01.2020
to
31.12.2020
IAS 19
Amendment
Restated
01.01.2020
to
31.12.2020
Employee benefits expense
(7.750)
107
(7.643)
Income tax expense
(2.385)
(26)
(2.411)
Actuarial gains / (losses) after tax
(114)
78
(36)
2.3 Consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group and they are deconsolidated from the date that
such control ceases.
The Group applies the acquisition method to account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities assumed to the
former owners and the shares issued by the Group. The consideration transferred includes the fair value of
Annual financial report for the year ended 31 December 2021
118
any asset or liability resulting from a possible contingent consideration arrangement. Subsequent changes in
the fair value of a contingent consideration that has been classified as an asset or liability are recognized under
IFRS 9 either in the Income Statement or as a change in other comprehensive income. If a contingent
consideration does not fall within the scope of IFRS 9, it shall be measured in accordance with the appropriate
IFRS. If it has been classified as part of the Equity it will not be recalculated and the subsequent settlement
will be accounted for in equity. Identifiable assets acquired, liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair value at the acquisition date. The Group recognizes
any non-controlling interest in the subsidiary, either at fair value or at the non-controlling interest’s
proportionate share of the subsidiary’s equity.
Acquisition-related costs are recorded in Income Statement.
If the business combination is achieved in stages, the fair value of the equity interest held by the Group to the
acquired entity is re-measured to fair value at the acquisition date. Any gains or losses arising from such re-
measurement are recognized in Income Statement.
Inter-company transactions, balances and unrealized gains on transactions between Group entities are
eliminated. Unrealized losses are also eliminated, unless the transaction provides evidence of impairment of
the transferred asset. Accounting policies applied by subsidiaries have been adjusted to conform to those
adopted by the Group.
Company recognizes investments in its subsidiaries in the standalone financial statements at cost less any
impairment. In addition, the acquisition cost is adjusted to reflect changes in price resulting from any
modifications of contingent consideration.
The Company determines at each reporting date whether there is any indication that the investment in a
subsidiary is impaired. In case of such indication, Management determines recoverable amount as the higher
amount between the value in use and the fair value less the cost to sell. When the carrying amount of the
subsidiary exceeds its recoverable amount, the respective impairment loss is recognized in the Income
Statement. The determination of the recoverable amount of each subsidiary depends directly on the fair value
of investment property held by the subsidiary, as the investment property is the most significant asset. The
impairment that has been recognized in previous reporting periods are examined at each reporting date for a
possible reversal.
(b) Transactions with non-controlling interest
The Group accounts transactions with non-controlling interests that do not result in loss of control, like
transactions with the major owners of the Group. The difference between fair value of any consideration paid
and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity.
Gains or losses on disposals to non-controlling interests are also recorded in equity.
(c) Disposal of subsidiary
When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value,
while any arising differences recognized in Income Statement. Following this, the asset is recognized as
investment in associate, joint venture of financial asset at fair value. In addition, any relevant amounts
previously recognized in other comprehensive income are accounted for as if the Group had directly disposed
of the related assets or liabilities, meaning that may be reclassified to Income Statement.
(d) Associates
Associates are all entities over which the group has significant influence but not control. Investments in
associates are accounted under the equity method. Under the equity method, the investment is initially
recognised at acquisition cost, that is increased or decreased by the recognition of the Group’s share in profit
or loss of associates post acquisition. Investments in associates include goodwill identified on acquisition.
In case the ownership interest in an associate is reduced but Group’s significant influence is retained, only a
proportionate share of the amount previously recognized in other comprehensive income is reclassified to
Income Statement.
The Group’s share of post-acquisition profit or loss is recognized in the Income Statement, while its share of
post-acquisition movements in other comprehensive income is recognized in other comprehensive income.
The cumulative post-acquisition movements are adjusted against the carrying amount of the investment in
associates. In case the Group’s share of losses in an associate exceeds its investment value, no further losses
are recognized, unless it has made payments or further commitments have been assumed on behalf of the
associate.
Annual financial report for the year ended 31 December 2021
119
The Group determines at each reporting date whether there is any objective evidence that the investments in
the associates is impaired. In case of such evidence, the Group calculates the amount of the impairment as
the difference between the recoverable amount of the investments in associates and it’s carrying value and
recognizes the amount in Income Statement, added to “Share of net profit of investments accounted for using
the equity method”.
Unrealised gains and losses on transactions between the Group and its associates are eliminated to the extent
of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted to
ensure consistency with the policies adopted by the Group.
The Company accounts investments in associates in the standalone financial statements at acquisition cost
less any impairment. The Group and the Company determine at each reporting date whether there is any
objective evidence that the investment in associates is impaired. In case of such evidence, Management
determines recoverable amount as the higher amount between the value in use and the fair value less the
cost to sell. When the carrying amount of the associates exceeds the recoverable amount, the respective
impairment loss is recognized in the Income Statement. The determination of the recoverable amount of each
associate depends directly on the fair value of investment property held by the subsidiary, as the investment
property is the most significant asset. The impairment that has been recognized in previous reporting periods
are examined at each reporting date for possible reversal.
(e) Joint arrangements
According to IFRS 11 investments in joint arrangements are classified as joint operations or joint ventures and
classification depends on contractual rights and obligations of the investor. The Group assessed the nature of
its investments in joint arrangements and concluded that refer to joint ventures. Joint ventures are accounted
through equity method.
Under the equity method of accounting, investments in joint ventures are initially recognized at acquisition
cost, that is subsequently increased or decreased by the recognition of Group’s share of the post-acquisition
profits or losses of joint ventures and movements in other comprehensive income. In case the Group’s share
of losses in a joint venture exceeds its investment value (which includes any long-term investment that, in
substance, consists part of the Group’s net investment in the joint ventures), no further losses are recognized,
unless it has made payments or further commitments have been assumed on behalf of joint ventures.
Unrealized gains on transactions between the Group and its joint ventures are eliminated to the extent of the
Group’s interest in the joint ventures. Unrealized losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of joint ventures have been adjusted
where necessary to ensure consistency with the policies adopted by the Group.
The Company accounts investments in joint ventures in the standalone financial statements at acquisition cost
less any impairment. The Group and the Company determines at each reporting date whether there is any
objective evidence that the investment in the joint ventures is impaired. In case of such evidence, Management
determines recoverable amount as the higher amount between the value in use and the fair value less the
cost to sell. When the carrying amount of investment exceeds the recoverable amount, the respective
impairment loss is recognized in the Income Statement. The determination of the recoverable amount of each
joint venture depends directly on the fair value of investment property held by the joint venture, as the
investment property is the most significant asset. The impairment that has been recognized in previous
reporting periods are examined at each reporting date for possible reversal.
(f) Acquisition of assets - IFRS 3 par.2 (b)
Pursuant to paragraph 2 (b) of IFRS 3 "Business combinations", in case of acquisition of subsidiaries, which
do not fall within the definition of a business combination but constitute the acquisition of assets or group of
assets that are not a business, the acquirer recognizes the individual identifiable acquired assets and liabilities
at acquisition cost, which is allocated to the individual identifiable assets and liabilities based on their relative
fair values at the acquisition date. In addition, such transactions do not result in goodwill.
2.4 Segment reporting
Operating segments are determined and reported in financial statements according to the internal reporting
provided to the Group’s Management. The Group’s Management is responsible for the resources allocation
and the segments performance, as well as for the Group’s strategic decisions. The activities of the Group
concern the business sector of real estate in Greece and the Balkans. The Board of Directors (which is
responsible for making financial decisions) defines the segments of activity according to the use of the
Annual financial report for the year ended 31 December 2021
120
Group's investment properties and its geographical location. The Group redefines its operating segments
when the structure of its main activities and its organizational structure change..
2.5 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of
the primary economic environment in which each Group entity operates (‘the functional currency’). The
consolidated financial statements are presented in Euro (€), which is the Group’s financial statements
presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange differences (gains and losses) resulting from the settlement
of such transactions in foreign currency and from the translation of monetary items from foreign to functional
currency according to the exchange rates of at reporting date, are recognised in the Income Statement.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyper-
inflationary economy), that have a functional currency different from the Group presentation currency are
translated into the Group presentation currency as follows:
i. Assets and liabilities at each reporting date are translated at the closing rate at the reporting date,
ii. Income and expenses of each income statement are translated at average exchange rates (unless this
average is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates. In such cases, income and expenses are translated at the rate of the dates of the
transactions) and
iii. All the exchange differences resulting by the above are recognised in other comprehensive income.
During consolidation procedure, exchange differences arising from the translation of the net investment in
foreign entities are recognised in equity. When a foreign operation is sold, cumulative exchange differences
are recognized in the Income Statement as part of the disposal gain or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign subsidiaries are treated as assets
and liabilities of the foreign entity and translated at the closing rate of the reporting date.
2.6 Investment property
Property that is held for either long-term rentals or for capital appreciation or both, and that is not owner-
occupied by the Group, is classified as investment property.
Investment property comprises freehold properties as well as with surface right, like land, buildings, land and
buildings held under finance and operating leases, properties under construction to be developed for future
use as investment property, as well as properties for which the Group has not yet identified a specific use.
Investment property is measured initially at its cost, including related direct transaction costs. Investment
properties deriving from finance and operating leases are initially recognized at the lower of fair value of the
property or the present value of the minimum lease payments.
After initial recognition, investment property is carried at fair value. Fair value is based on active market
prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If
this information is not available, the Group uses alternative valuation methods such as recent prices on less
active markets or discounted cash flow projections. These valuations are performed semi-annually by
independent external valuers in accordance with the guidance issued by the International Valuation Standards
Committee.
Fair value measurement on property under construction is only applied if the fair value is considered to be
reliably measured. Otherwise, it is recognized at cost and remain at cost (less any impairment) until (a) the
fair value can be reliably measured or (b) the construction is completed.
Investment property that is being redeveloped for continuing use as investment property, or for which the
market has become less active continues to be measured at fair value.
Annual financial report for the year ended 31 December 2021
121
The fair value of investment property reflects, among other things, rental income from current leases, income
from concession arrangements and assumptions about rental income from future leases in the light of current
market conditions.
The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the
property. Some of those outflows are recognised as a liability, including finance lease liabilities in respect of
leasehold land classified as investment property. Other outflows, including contingent rent payments, are not
recognised in the financial statements.
Subsequent expenditure is charged to the property’s carrying amount only when it is probable that future
economic benefits associated with the expenditure will flow to the Group and the cost of the item can be
measured reliably. Repairs and maintenance costs are expensed in Income Statement when incurred.
Changes in fair values are recognized in the Income Statement. Investment properties are derecognised when
they have been disposed or its use has been terminated and no cash flow is expected from its disposal.
If an investment property becomes owner-occupied, it is reclassified as tangible asset, and its fair value at the
date of reclassification becomes its cost for subsequent accounting purposes.
If an item of owner-occupied property becomes an investment property because its use has changed, any
difference resulting between the carrying amount and the fair value of this item at the date of transfer is
recognized in equity as a revaluation of tangible under IAS 16. However, any fair value revaluation gain is
recognized in Income Statement to the extent that it reverses a previous impairment loss. Any remaining gain
is recognised in other comprehensive income and increasing assets revaluation reserve within equity.
If the use of an inventory changes and the property is classified as an investment property, any difference
between the carrying amount and its fair value at the date of transfer is recognized in the Income Statement.
In general, reclassifications from and to investment properties take place when there is a use change that is
evidenced as follows:
(a) commencement of owner-occupation, for a transfer from investment property to owner-occupied property;
(b) commencement of development with a view to subsequent sale, for a transfer from investment property
to inventory;
(c) the expiration of owner-occupied property, for a transfer from owner-occupied property to investment
property;
(d) commencement of an operating lease to a third party, for a transfer from inventories to investment
property.
2.7 Tangible assets
Tangible assets include land, buildings and facilities in third party buildings, transportation equipment and
machinery, furniture and other equipment, as well assets under construction.
All tangible assets are shown at cost less subsequent depreciation and any impairment. Cost includes
expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are accounted by increasing the tangible assets carrying amount or recognised as a separate
asset, only when it is probable that future economic benefits will flow to the Group and under the assumption
that their cost can be measured reliably.
Repairs and maintenance costs are expensed in Income Statement when incurred.
Depreciation on tangible assets is calculated using the straight-line method with equal annual allocations over
the item’s estimated useful life, in order to write down the cost in its residual value. The expected useful life
of tangible assets is as follows:
- Buildings and facilities in third party
buildings
10-25
years
- Transportation equipment and machinery
5-10 years
- Furniture and other equipment
5-10 years
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122
The ‘tangible assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each
reporting date.
When tangible assets carrying amounts are greater than their recoverable amount, the difference (impairment
loss) is recognized immediately in Income Statement. In case of write-off of assets that are fully obsolete, the
net book value is recognised as loss in Income Statement.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are
recognized in the Income Statement.
2.8 Intangible assets
(a) Goodwill
Goodwill represents the difference of the cost of an acquisition over the fair value of the Group’s share of the
net identifiable assets of the acquired subsidiary, associate, or joint venture at the date of acquisition. Goodwill
on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates and joint
ventures is included in investments in associates and joint ventures.
Goodwill is tested annually for impairment and carried at cost less any accumulated impairment losses. Gains
and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
For impairment testing purposes, goodwill is allocated to cash-generating units which represent each entity.
(b) Software
The software mainly concerns software licenses used for the administrative operations of the Group. Expenses
that improve or extend the operation of software programs beyond their original specifications are capitalized
and added to their original acquisition value. Software is valued at acquisition cost less depreciation and any
impairment losses. Depreciation is charged on a straight-line basis over the estimated useful lives of the assets
up to 5 years.
(c) Other intangible assets
Other intangible assets mainly concern tourist port licenses as well as customer relations. In particular, they
concern:
a) the operating license of the tourist port of Flisvos until 2047,
b) the favorable relationship with the ETAD lasting until 2020,
c) the customer relations of Flisvos Marina lasting until 2031,
d) the operating license of the tourist port of Agios Kosmas for 99 years from the acquisition of HELLINIKON
S.A., as well as
e) the customers relations of Agios Kosmas Marina lasting until 2027.
Other intangible assets are valued at acquisition cost less depreciation and any impairment losses.
Depreciation is charged on a straight-line basis over the estimated useful lives of the assets, which range from
1 to 99 years.
2.9 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortization but are tested annually for impairment
and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Assets that are subject to amortisation as well as investments in subsidiaries, joint ventures and associates
are tested for impairment whenever there are indications that their carrying amount may not be recoverable.
The recoverable amount is the higher of the assets’ net realisable value, less costs to sell, and value in use.
For the purposes of the impairment’s estimation, the assets are categorized at the lower level for which the
cash flows can be determined separately.
Specifically, for the investments in subsidiaries, joint ventures and associates that own directly or indirectly
investment property (which comprise the largest part of the Group) the valuations of the investment property
are taken into account as described in note Error! Reference source not found..
Impairment losses are recognised as an expense to the Income Statement, when they occur.
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123
2.10 Financial assets
(a) Recognition and measurement of financial assets
The Group recognizes a financial asset in its Statement of Financial Position when, and only when, it becomes
a party to the contractual provisions of the instrument. The Group initially recognizes trade and other
receivables on the date of transaction. At initial recognition, under IFRS 9, all financial assets, except for
certain trade receivables, are recognized initially at their fair value plus transaction costs (except financial
assets measured at Fair Value through Profit or Loss, where transaction costs are expensed).
(b) Classification of non-derivative financial assets
i) Debt financial instruments
Debt financial instruments within the scope of IFRS 9 are classified according to: (i) the Group’s business
model for managing the assets, that is, if the objective is to hold for the purpose of collecting contractual cash
flows or collecting contractual cash flows as well as the sale of financial assets; and (ii) whether the
instruments’ contractual cash flows on specified dates represent “solely payments of principal and interest” on
the principal amount outstanding (the “SPPI criterion”), in the below three categories:
• Debt instruments at amortized cost,
• Debt instruments at Fair Value through Other Comprehensive Income (“FVOCI”), and
• Debt instruments at Fair Value through Profit or Loss (“FVPL”).
The subsequent measurement of debt financial instruments depends on their classification as follows:
Debt instruments at amortized cost:
Include financial assets that are held within a business model with the objective to hold the financial assets in
order to collect contractual cash flows that meet the SPPI criterion. After initial measurement these debt
instruments are measured at amortized cost using the effective interest method. Gains or losses arising from
derecognition and impairment recognized in the Income Statement as finance costs or income, as well as the
EIR income through the amortization process. This category includes Group’s debt financial instruments,
except for investments in mutual funds and bonds that are measured at fair value through Profit or Loss.
The financial assets that are classified in this category mainly include the following assets:
• Cash and cash equivalents
• Restricted cash
• Trade receivables
• Loans to subsidiaries, included in “Other receivables” and «Trade and other receivables”
Trade receivables:
Trade receivables are amounts owned by customers for the sale of products or the provision of services within
the ordinary course of business. If the receivables are collected inside the normal business cycle of the
business, which is not more than one year, they are recorded as current assets, if not, they are presented as
non-current assets. Trade receivables are initially recognized at fair value and subsequently measured at
amortized cost using the effective interest method, less the provision for impairment.
Loans to subsidiaries:
Includes non-derivative financial assets with fixed or determinable payments that are not traded on active
markets and are not intended to be sold. They are included in current assets, except for those with a maturity
of more than 12 months from the reporting date that are included in non-current assets.
Debt instruments at FVOCI:
Include financial assets that are held within a business model with the objective both to collect contractual
cash flows and to sell the financial assets and meet the SPPI criterion. After initial measurement these debt
instruments are measured at fair value with unrealized gains or losses recognized as other comprehensive
income in revaluation reserve. When the assets are sold, derecognized or impaired the cumulative gains or
losses are transferred from the relative reserve to the Income Statement of the period. Interest income
calculated using the effective interest method, foreign exchange gains or losses and impairment losses are
recognized in Income Statement.
Annual financial report for the year ended 31 December 2021
124
Τhe Group did not hold on 31.12.2021 Debt instruments at FVOCI.
Debt instruments at FVPL:
Include financial assets that are not classified to the two above categories because cash flow characteristics
fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual
cash flows, or to both collect contractual cash flows and sell. After initial measurement these debt instruments
are measured at fair value with unrealized gains or losses, including any interest income, recognized in Income
Statement in the account “Other operating income / (expenses) – net”. In this category are included the
Group’s investments in mutual funds and bonds.
ii) Equity financial instruments
Equity financial instruments within the scope of IFRS 9 are classified according to the Group’s intention to hold
or not for the foreseeable future and its election at initial recognition to classify at FVOCI or not, in the below
two categories:
• Equity instruments at FVOCI, and
• Equity instruments at FVPL.
The subsequent measurement of equity financial instruments depends on their classification as follows:
Equity instruments at FVOCI:
Include financial assets, which the Group intends to hold for the foreseeable future (“Not held for sale”) and
which the Group has irrevocably elected at initial recognition to classify at FVOCI. This election is made on an
investment-by-investment basis. After initial measurement these financial assets are measured at fair value
with unrealized gains or losses recognized as other comprehensive income in revaluation reserve. When the
assets are sold or derecognized the cumulative gains or losses are transferred from the relative reserve to
retained earnings (no recycling to income statement of the period). Equity instruments at FVOCI are not
subject to an impairment assessment under IFRS 9. Dividends are recognized as “dividends income” in Income
Statement, unless the dividend clearly represents a recovery part of the cost of the investment.
Τhe Group did not hold on 31.12.2021 Equity instruments at FVOCI.
Equity instruments at FVPL:
Include financial assets, which the Group has not irrevocably elected at initial recognition to classify at FVOCI.
After initial measurement these equity instruments are measured at fair value with unrealized gains or losses,
including any interest or dividend income, recognized in Income Statement as financial income or expenses
respectively.
(c) Derecognition of financial assets
The Group ceases recognizing a financial asset when and only when:
• the contractual rights to the cash flows from the financial asset expire or
• the Group has transferred its contractual right to receive cash flows from an asset, or retains this right
to receive cash flows from an asset but has assumed a contractual obligation to pay the cash flows to
a third or more parties, or has transferred substantially all risks and rewards of the asset, or has
neither transferred nor retained substantially all the risks and rewards of the asset but has transferred
the control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has assumed a contractual
obligation to pay the cash flows to a third or more parties, but in parallel has neither transferred nor retained
substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized
to the extent of the Group’s continuing involvement in the asset. When the Group’s continuing involvement
takes the form of a guarantee over the transferred asset, the extent of continuing involvement is measured
at the lower of the carrying amount of the asset and the maximum amount of consideration that the Group
could be required to repay (“the guaranteed amount”). When the entity’s continuing involvement takes the
form of a written or purchased option (or both) on the transferred asset (including cash-settled options), the
extent of the entity’s continuing involvement is the amount of the transferred asset that the Group may
repurchase. However, in case of a written put option on an asset that is measured at fair value, the extent of
the continuing involvement is limited to the lower of the fair value of the transferred asset and the option
exercise.
Annual financial report for the year ended 31 December 2021
125
(d) Impairment of financial assets
IFRS 9 requires the Group to recognize loss allowance for Expected Credit Losses (“ECLs”) on:
• Debt instruments at amortized cost,
• Debt instruments at FVOCI, and
• Contract assets (as defined in IFRS 15).
The Group has trade and other receivables (including those arising from operating leases that are measured
at amortized cost and are subject to the model of expected credit losses in accordance with IFRS 9.
Cash and cash equivalents, as well as restricted cash, are also subject to IFRS 9 impairment requirements.
IFRS 9 requires the Group to adopt the expected credit loss model for each of the above asset categories.
i) Trade and other receivables
The Group applies the simplified approach of IFRS 9 for the calculation of expected credit losses. The provision
for impairment is always measured in an amount equal to the expected credit losses over the life of the
receivable. For the purposes of determining the expected credit losses in relation to trade and other receivables
(including those deriving by operating leases), the Group uses a credit loss provisioning table based on the
maturity of the outstanding claims. Credit loss projections are based on historical data taking into account
future factors in relation to debtors and the economic environment. All assumptions, accounting policies and
calculation techniques applied for the calculation of expected credit losses will continue to be subject of review
and improvement, subject to the conditions of the trade and economic environment.
ii) Loans to subsidiaries
Expected credit losses are recognized on the basis of the following:
- expected 12-month credit losses are recognized on initial recognition, reflecting part of the cash flow
deficiencies, during the lifetime, that will arise if there is a breach within 12 months after the reporting date
weighted by the probability of default. The requirements of this category are referred to as in step 1.
- expected credit losses, over the lifetime, are recognized in the event of a significant increase in credit risk
detected subsequent to the initial recognition of the financial instrument, reflecting cash flow deficiencies
arising from all probable default events over the lifetime of a financial instrument, weighted with the probability
of default. The requirements of this category are referred to as in step 2.
- expected credit losses, over the lifetime, are always recognized for receivables with impaired credit value
and are reported as in step 3. A financial asset is considered impaired when one or more events have occurred
that have a detrimental effect on its estimated future cash flows financial asset.
2.11 Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the Statement of Financial
Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to
settle on a net basis, or realise the asset and settle the liability simultaneously. The legally enforceable right
must not be contingent on future events and must be enforceable in the normal course of business and in the
event of default, insolvency or bankruptcy of the company or the counterparty.
2.12 Derivative financial instruments and hedging activities
The Group uses derivative financial instruments to hedge the risks related to future rate fluctuation.
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are
subsequently remeasured at their fair value. The method of recognizing the gain or loss resulting by the above
valuation depends on whether the derivative is designated as a hedging instrument, and if so, by the nature
of the item being hedged.
For the purpose of hedge accounting, derivative financial instruments are classified as:
• fair value hedge: hedging the exposure to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment
• cash flow hedge: hedging the exposure to variability in cash flows that is either attributable to particular risk
associated with a recognized asset or liability (such as all or some future interest payments on variable rate
debt) or a highly probable forecast transaction
Annual financial report for the year ended 31 December 2021
126
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship
to which the Group wishes to apply hedge accounting and the risk management objective and strategy for
undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item
or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes
in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or
cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving
offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they
actually have been highly effective throughout the financial reporting periods for which they were designated.
Hedge accounting:
Fair value hedge:
Gains or losses from subsequent measurement of the hedging instrument at fair value are recognized in the
Income Statement as “Finance costs – net” (or other comprehensive income, if the hedging instrument hedges
an equity instrument for which the Group has elected to present changes in FVOCI).
Cash flow hedge:
The effective portion of the gain or loss on the hedging instrument is recognized directly as other
comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognized immediately
in the Income Statement as “Other operating income / (expenses) – net”.
Amounts recognized as other comprehensive income are transferred to the Income Statement in the same
period or periods during which the asset acquired or liability assumed affects profit or loss (such as in the
periods when the hedged financial income or financial expense is recognized or when a forecast sale occurs).
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is
terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for
cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve and the cost
of hedging reserve remains in equity until, for a hedge of a transaction resulting in recognition of a non-
financial item, it is included in the non-financial item’s cost on its initial recognition or, for other cash flow
hedges, it is reclassified to Income Statement in the same period or periods as the hedged expected future
cash flows affect Income Statement.
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss
previously recognized in other comprehensive income are transferred to the income statement.
Certain derivative instruments that are not qualify as hedging instruments and no longer meet the criteria for
hedge accounting, are classified as derivatives available for sale and accounted for at fair value through profit
or loss. Changes in the fair value of any of these derivative instruments are recognized immediately in the
Income Statement within “Other operating income / (expenses) – net”.
At 31.12.2021 the Group does not own instruments for fair value hedging. At the same date the Group owned
instruments of cash flow hedging applying risk hedge accounting, hence the changes of the fair value were
registered at special reserve in the equity (note 17).
2.13 Inventories
Inventories mainly include land and buildings for sale, as well as land under development for the purpose of
future sale within the ordinary course of business. Inventories are initially accounted at acquisition cost or
their deemed cost, being their fair value at the reclassification date from investment property. They are
subsequently carried at the lower of cost and net realisable value.
Property under development
Properties under development are land held for the purpose of their development and subsequent sale. At the
reporting date they are presented at the lower of cost and net realisable value.
The cost consists of the cost of acquiring the assets, as well as the development cost (construction costs, fees
of designers and other professionals during the development phase and borrowing costs for their further
utilization).
Net realisable value of each property is the estimated selling price in the ordinary course of business, less
costs to complete redevelopment and related selling expenses.
The properties under development are transferred upon their completion to the land and buildings for sale.
Land and buildings for sale
Land and buildings for sale are complete properties that were not sold up to the reporting date and are
presented at the lower of cost and net realisable value.
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127
The cost consists of the cost of acquiring the assets, the cost of development as described above, and the
relevant costs of preparing to sell them.
Net realisable value of each property is the estimated selling price in the ordinary course of business, less
related selling expenses.
Impairment provisions
To calculate the net realisable value of each property, as described above, the Group's Management estimates
both the sale values and the completion cost as an area with increased appraisal uncertainty, as such estimates
take into account market conditions affecting each property, as well as its sales strategy.
At each reporting date it is estimated whether an impairment provision should be made if the conditions are
such that the cost exceeds the net realizable value of the property. Write-offs and impairment losses are
recognized in profit or loss when they arise.
Time classification of real estate under development
Inventories relating to properties under development are classified as current assets when their sale is
expected to occur within the normal operating cycle of the Group. Especially in the case of inventories of
Ellinikon area, the first phase of the investment period is defined as the normal operating cycle. Land held for
further development purposes on which no development or development activities have been commenced,
and which are not expected to be completed within the normal operating cycle, are classified as non-current
assets.
Inventories with surface right
The property inventories for which the Group does not have full ownership but holds land with a surface right
for 99 years are presented in the Statement of Financial Position in the "Rights-of-use assets".
2.14 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held with banks, time deposits and other short-term
highly liquid investments with original maturities of three months or less and low risk.
Bank overdrafts are shown within current loans in Statement of Financial Position and Cash Flow Statement.
Restricted Cash
Restricted cash refer to amounts that cannot be used by the Group until the occurrence of a specific time point
or event in the future and are not cash equivalents. In cases where restricted cash are expected to be used
within one year from the reporting date they are classified as current assets. However, if they are not expected
to be used within one year from the reporting date, they are classified as non-current assets.
2.15 Share Capital – Share Premium – Treasury shares
The share capital includes the shares that have been issued and are in circulation. The share premium reserve
includes the price paid in addition to the nominal value of the shares. Expenses related to the issue of new
shares are deducted from the share premium reserve, net of taxes.
The treasury shares represent shares of the Company which were acquired and held by the Group. Treasury
shares are deducted from equity at acquisition cost including any costs, net of tax. No gain or loss is recognized
in the Income Statement when acquiring, selling, issuing or cancelling treasury shares. The sale or purchase
price and related gains or losses, net of transaction costs and taxes, are recognized directly in equity.
2.16 Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts payables are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the business if longer).
Trade payables are recognised initially at fair value and subsequently measured at amortized cost using the
effective interest method.
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128
2.17 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
valued at amortised cost using the effective interest method. Any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the Income Statement over the period of the
loans using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the reporting date.
2.18 Borrowing costs
General and specific borrowing costs directly attributable to the acquisition, construction or production of a
qualifying asset, are capitalized as part of the cost of this asset, for the time required until the asset is ready
for use or sale. Qualifying asset is an asset that necessarily take a substantial period of time to get ready for
its intended use or sale. Borrowing costs deriving during the development of investment properties are not
capitalized since these assets are stated at their fair value.
Income earned on the temporary investment of specific borrowings that have been drawn for the acquisition,
construction or development of an asset is deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognized in the Income Statement for the period in which they are incurred.
Borrowing costs include interest and other costs incurred in connection with borrowing funds.
2.19 Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the Income Statement,
except for the extent that it relates to items recognised in other comprehensive income or directly in equity.
In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated using the financial statements of each company included in the
consolidated financial statements, along with the applicable tax law in the respective countries where these
companies operate. Management periodically evaluates position in relation to the tax authorities and
recognizes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the
tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred
income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable profit
nor loss. Deferred income tax is determined using tax rates (and tax laws) that have been enacted or
substantively enacted by the reporting date and are expected to apply when the related deferred income tax
asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Deferred tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries,
associates and joint ventures, unless the Group is able to control the reversal of temporary differences and
the temporary differences are not expected to be reversed in the near future.
Deferred tax liabilities are recognized for deductible temporary differences arising from investments in
subsidiaries, associates and joint ventures only to the extent that they are probable that they will be reversed
in the future and that future taxable profits will be available to settle the temporary differences.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes
levied by the same taxation authority or different taxable entities where there is an intention to settle the
balances on a net basis.
2.20 Employee benefits
(a) Short-term benefits
Short-term employee benefits in cash and in kind are recognized as an expense when they become accrued.
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129
(b) Right of leave
Employees' annual leave and long-term leave entitlements are recognized when they arise. Provision is made
for the estimated annual leave and long-term service obligation as a result of services offered up to the
reporting date.
(c) Retirement benefits
The Group participates in retirement schemes in accordance with the Greek legislation by paying into publicly
administered social security funds on a mandatory basis. Benefits after retirement include both defined
contribution plans and defined benefits plans.
Defined contribution plans include payments of fixed contributions into State Funds. The obligation of the
employer is limited to the payment of the employer contributions to the Funds, as a result of which no further
obligation of the Group arises in case the State Fund is unable to pay a pension to the insured. The accrued
cost of defined contribution plans is recorded as an expense in the year that arises and is included in staff
costs.
Defined benefit plans comprise retirement benefit plans according to which the Group pays to the employee
an amount upon retirement that is based on the employee’s period of service, age and salary.
The liability recognized in the Statement of Financial Position in respect of defined benefit pension plans is the
present value of the defined benefit obligation. The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality
corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms
to maturity approximating to the terms of the related pension obligation. In countries where there is no deep
market in such bonds, the market rates on government bonds are used.
The current service cost of the defined benefit plan is recognized in the Income Statement, except where
included in the cost of an asset. The current service cost reflects the increase in the defined benefit obligation
resulting from employee service in the current year, benefit changes curtailments or settlements.
Actuarial gains and losses arising from adjustments based on historical data are recognized in equity in other
comprehensive income in the period in which they arise.
Past-service costs are recognized immediately in the Income Statement.
The cost of interest is calculated by applying the discount rate to the net defined benefit liability for the defined
benefits plan. The net interest is included in employee benefit expense in the Income Statement.
(d) Termination benefits
Termination benefits are payable whenever an employee’s employment is terminated by the Group, before
the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these
benefits. The Group recognizes these benefits earlier than: a) when the Group cannot withdraw the offer of
these benefits any longer and b) when the Company recognizes expenses from reorganization that is included
in the scope of IAS 37 where the payment from termination benefits is included. In case of an offer made to
encourage voluntary redundancy, the termination benefits are measured based on the number of employees
expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period
are discounted to their present value.
(e) Share-based compensation
The Group implements a number of stock option plans in which the Company receives services from its
employees in exchange for equity securities of the parent Company, Lamda Development SA. The fair value
of employee services received in exchange for equity securities is recognized as an expense with a
corresponding increase in equity. The total amount to be recognized as an expense is determined in relation
to the fair value of the rights granted:
- including any market performance conditions (e.g. the entity’s share price)
- excluding the impact of any non-market performance vesting conditions (e.g. profitability, sales growth
targets and stay of the employee in the Company for a specified period), and
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130
- including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold
shares for a specific period of time).
The total expense is recognized over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each period, the Company revises its estimates regarding
the number of options that are expected to vest based on the non-market vesting, as well as the service
conditions, and recognizes the impact of the revision to original estimates, if any, in profit or loss, with a
corresponding adjustment to equity.
In addition, in some cases employees may provide the service before the option grant date and therefore the
fair value is calculated at the option grant date, so that the entity can recognize the expense during the period
in which the provision of the service started and the option grant date.
When the options are exercised, the Company issues new shares. Receipts received, net of any direct
transaction costs, are credited to the share capital (nominal value) and to the share premium.
The granting of options by the Company to the employees of the Group's subsidiaries is accounted for as a
capital contribution. The fair value of the services provided by the employees, which is measured in relation
to the fair value at the date of grant, is recognized during the vesting period as an increase in the investment
in a subsidiary with a corresponding credit of the equity in the financial statements of the parent Company.
2.21 Grants
Government grants are recognised at fair value when it is virtually certain that the grant will be collected and
the Group will comply with anticipated conditions.
Government grants relating to expenses are deferred and recognized in the Income Statement over the period
necessary to match them with the costs they are intended to compensate.
Government grants relating to the purchase of tangible assets are included in non-current liabilities as deferred
government grants and are credited to the Income Statement on a straight line basis over the expected lives
of the related assets.
At reporting date, there were no government grants.
2.22 Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past
events, when it is probable that an outflow of resources will be required to settle the obligation and when the
amount can be reliably estimated.
In case there are a number of similar obligations, the likelihood that an outflow will be required in settlement
is determined by considering the class of similar obligations as a whole. In this case, a provision is recognized
even if the likelihood of an outflow with respect to any one item included in the same class of obligations may
be small.
Provisions are measured at the present value of the expenditure required, according to management’s best
estimate, to settle the present obligation at the reporting date (note Error! Reference source not found.).
The discount rate used to determine the present value reflects current market assessments regarding the time
value of money and the risks related to the specific liability.
The above also applies to the recognition and subsequent measurement of provisions for infrastructure in
HELLENIKON S.A. concerning the unavoidable obligation of the Group, as defined in the shares purchase
agreement for the acquisition of 100% of the shares of HELLENIKON S.A. and for a specific period of time, for
the implementation of public benefit projects such as roads, utility networks, undergrounding and pedestrian
bridges etc. which will be transferred to the ownership of the Greek State upon their completion free of charge.
2.23 Revenue recognition
Revenue comprises the fair value of revenues from property leases, provision of services and management of
real estate, as well as real estate purchases and sales, net of value added tax (VAT), discounts and followed
by the intragroup revenue eliminations. Revenue is recognised as follows:
(a) Revenue from investment property
Revenue from investment properties includes operating lease revenue, revenue from maintenance and
Annual financial report for the year ended 31 December 2021
131
management of real estate, concession rights and commercial cooperation agreements.
The revenue from operating leases is recognized in the Income Statement using the straight-line method over
the duration of the lease. The most significant part of the revenue from operating leases refers to the annual
base remuneration that each tenant pays into the shopping centers (Base Remuneration – standard
remuneration deriving from the commercial cooperation agreement), which is adjusted annually by CPI plus
indexation which varies from tenant to tenant. When the Group provides incentives to its customers, the cost
of these incentives is recognized over the duration of the lease or commercial cooperation, using the straight
line method, reducing revenue.
The revenue from maintenance and management of real estate, concessions and commercial cooperation
agreements is recognized during the period for which the concession and commercial cooperation services are
provided.
(b)Berthing services
Berthing services are recognized in the Income Statement at the year that the services offered with reference
to the completion of the specific transaction calculated based on the services offered, as a proportion of the
total services to be offered.
(c) Sale of real estate
Revenue from the sale of real estate is only recognized in the financial statements when the final contract has
been signed.
When the outcome of a contract cannot be reliably estimated, the revenue is recognized only to the extent
that the contract costs incurred will probably be recoverable. Contract expenses are recognized when incurred.
(d) Interest income
Interest income is recognized on a time-proportion basis using the effective interest method. When a
receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated
future cash flow discounted at original effective interest rate. Afterwards, interests are calculated by using the
same rate on the impaired value (new carrying amount).
(e) Dividend income
Dividend income is recognized when the right to receive payment is established.
2.24 Leases
(a) Group as the lessee
Assets and liabilities arising from leases are initially measured at the present value of future leases. Lease
liabilities contain the present value of the following payments:
• Fixed amount payments deducting any claims related to rent incentives
• Variable amount payments based on an index or percentage
• Payments that are expected to be made by the lessee as guaranteed residual values
• Payments related to the price of exercising the right of purchase, when the exercise of the right by the
lessee is almost certain
• Payments for penalties for early termination of the lease, if it is considered reasonable that the lessee will
proceed to the termination of the contract
Rent payments are discounted using the imputed rental rate. If this interest rate cannot be determined, then
the lessee uses the incremental borrowing rate, which is the rate at which the lessee would borrow funds to
purchase an asset of similar value in a similar economic environment and under the same trading terms and
conditions.
The right to use an asset is measured at cost and includes the following items:
• The amount of the initial measurement of the lease liability
• Rent payments made before or at the start of the lease deducting any lease incentives received
• Any initial costs directly related to the lease
• Costs related to the restoration of the leased asset
Annual financial report for the year ended 31 December 2021
132
Each rent payment is divided between the liability and the finance expense. The finance expense is charged
to the Income Statement during the term of the lease and is calculated at a fixed interest rate on the balance
of the liability for each period. The value of the right of use is amortized using the straight-line method with
equal charges either during the useful life of the asset with a right of use or during the term of the contract
depending on which period is shorter. In the case that the right of use concerns an investment property, then
the value of the right of use is depreciated through the Income Statement as a change in the fair value of
investment property.
Payments related to short-term leases, as well as contracts where the value of the asset is of small value are
recognized as an expense in the Income Statement during the term of the lease. Leases with a duration of
up to 12 months are defined as short-term contracts. Low value assets include mainly office and IT equipment.
(b) Group company as the lessor
Assets leased to third parties under operating leases are included in investment properties and measured at
fair value (note Error! Reference source not found.). Note 2.24 describes the accounting policy of revenue
recognition from leases.
2.25 Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements
when the dividend distribution is approved by the Shareholders Ordinary General Assembly. The first dividend
is recognized at its payment.
3. Risks management and fair value estimation
3.1 Financial risk factors
The Group is exposed to financial risks, such as market risk (foreign exchange, interest rates and market
prices), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial
performance.
Financial risks management is carried out by the central Group finance department, that operates under
specific policies approved by the Board of Directors. The Board of Directors provides instructions and directions
for overall risk management, as well as specific instructions regarding the management of specific risks, such
as foreign exchange risk, interest-rate risk and credit risk.
Management continually assesses the possible impact of any changes in the macroeconomic and financial
environment in Greece so as to ensure that all necessary actions and measures are taken in order to minimize
any impact on the Group’s Greek operations. Despite the aforementioned uncertainties, the Group’s operations
continue without any disruption. However, Management is not able to accurately predict the likely
developments in the Greek economy and its impact on the Group activities. Further information regarding the
impact and uncertainties for pandemic COVID-19 is presented in note 2.1.
(a) Market risk
i) Foreign exchange risk
The Group operates in Greece and Balkans and is exposed to foreign exchange risk arising from various
currency exposures. The major part of the Group’s transactions is denominated in Euro. Foreign exchange risk
arises from future commercial transactions, recognised assets and liabilities and net investments in foreign
operations.
The Group’s stable policy is to avoid purchasing foreign currency in advance and contracting FX future
contracts with external counter-parties, as well as FX hedging.
The Group has certain investments in subsidiaries operating abroad whose net assets are exposed to foreign
currency translation risk at their financial statements translation for consolidation purposes. In relation to the
operations outside Greece, the most important operations relate to Serbia where the currency translation rate
does not show a large fluctuation. Also, the Group operations outside Greece does not include significant
commercial transactions and therefore there is not a significant foreign exchange risk.
ii) Inflation risk
The Group is exposed to fluctuations in demand and offer of real estate in the domestic market which are
affected by the macroeconomic developments in the country and the developments in the domestic real estate
Annual financial report for the year ended 31 December 2021
133
market (including inventories of the Ellinikon project). Any extreme negative changes of the above may have
a corresponding negative impact on business activity, operating cash flows, fair value of the Group's
investment property, and in equity.
Decrease in the demand or increased offer or shrinking of the domestic real estate market could adversely
affect the Group's business and financial condition, as well as negatively affect the Group's investment property
occupancy, the base consideration of commercial cooperation contracts, the level of demand and ultimately
the fair value of these properties. Also, the demand of spaces in the Group’s investment property may decrease
due to the adverse economic condition or due to increased competition. The above may result to lower
occupancy rates, renegotiation of commercial cooperation contracts terms, higher costs required for entering
into commercial agreements, lower revenue from base remuneration, as well as lower term commercial
cooperation contracts.
The Group enters into long term operating lease arrangements for a minimum of 6 years, and the lease
payments are adjusted annually according to the Consumer Price Index plus average margin coming up to
1,5-2%.
iii) Cash flow and fair value interest rate risk
Interest risk mainly derives from the Group’s loans with floating interest rates based on Euribor. This risk is
partially hedged through cash held at floating rates.
The Group's exposure to the risk of changes in market interest rates mainly concerns the long-term borrowings
of the Group with floating interest rates. The Group also manages interest rate risk by having a balanced loan
portfolio with fixed and floating interest rates. As of December 31, 2021 approximately 44,2% of the Group's
loans had a fixed interest rate which concerns the common Bond Loan of nominal value €320m and the bond
yield is 3.40%.
The Group analyses its interest rate exposure and manages the interest rate risk through refinancing, renewal
of existing loans, alternative financing and hedging.
Specifically, to cover the changes in interest rates, the Group has entered into interest rate swaps for the
conversion of floating interest rates into fixed ones, with respect to part of the loan of the subsidiary LAMDA
DOMI S.M.S.A. which amounts to €61,4 million as at 31.12.2021, as well as for part of the loan of the
subsidiary PYLAIA S.M.S.A. which amounts to €53,2 million as at 31.12.2021. The change in the fair value of
the derivatives (interest rate swaps) was recorded in the statement of comprehensive income and the income
statement as hedge accounting is applied.
The sensitivity analysis below is based on change in a variable keeping all other variables constant. Actually,
such a scenario is not likely to happen, and changes in variables can be related for example to change in
interest rate and change in market price.
As of December 31, 2021 a change by +/- 0,25% on reference rates (Euribor) of loans at functional currency
with floating rate, would have an impact of -/+ €0,24 million in finance cost at Group level and no effect at
Company level. The impact (increase / decrease) on results before tax of the year and the equity respectively
of the Group and the Company would be corresponding.
(b) Credit risk
Credit risk is managed on Group level. Credit risk arises from credit exposures to customers, cash and cash
equivalents, as well as restricted cash.
Regarding Group revenue, these are mainly deriving by customers with an assessed credit history and credit
limits, while certain sale and collection terms are applied.
Revenue will be significantly affected in case customers are unable to fulfil their contractual obligations due to
either downsizing of their financial activities or weakness of the local banking system.
However, the Group on December 31, 202 has a well-diversified tenant mix consisting mainly of well-known
and reputable companies. The customers’ financial condition is monitored on a recurring basis. The Group
Management considers that there is no substantial risk for doubtful debts, other than those for which sufficient
provisions have already been recognized. In addition, customers' credit risk is significantly reduced due to the
Group's policy of receiving bank letters of guarantee from tenants.
Annual financial report for the year ended 31 December 2021
134
The maximum exposure to credit risk at the reporting date is the carrying value of the trade and other
receivables.
As for the bank deposits of the Group and the Company, they are placed in banks that are classified in the
external credit rating of Moody’s. The credit risk of total cash ("Cash and cash equivalents" and "Restricted
cash") that were placed in banks is classified in the table below according to the level of credit risk as follows::
31.12.2021
31.12.2020
(Moody’s Rating)
GROUP
COMPANY
GROUP
COMPANY
Α1
157
100
-
-
Aa3
-
-
143
100
Β2
498.602
384.215
-
-
Β3
40.177
24.170
-
-
Caa1
-
-
574.924
529.040
Caa2
-
-
305.467
300.142
n/a
77
-
2.350
-
539.013
408.485
882.884
829.282
The balance of the account "Cash and cash equivalents" refers to cash on hand and bank deposits. As at
31.12.2021, the bank assets of the Group were concentrated in mainly 3 banking organizations in Greece at
a rate of more than 10%, which is a significant concentration of credit risk. No significant losses are expected
due to the creditworthiness of the banks in which the Group maintains its various bank accounts.
(c) Liquidity risk
Existing or future risk for profits and capital arising from the Group's inability to either collect overdue debts
without incurring significant losses or to meet its obligations when payable, since cash outflows may not be
fully covered by cash inflows. The Group ensures the required liquidity in time to meet its obligations in a
timely manner, through the regular monitoring of liquidity needs and debt collection from tenants, the
maintenance overdraft accounts with systemic banking institutions and the prudent management of cash.
The liquidity of the Group is monitored by the Management at regular intervals. The following is a table with
the analysis of the maturity of financial liabilities for which future cash outflows will be required:
Amounts in € thousands
GROUP
31 December 2021
Less
than 1
year
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
Borrowings ¹
67.023
34.207
234.364
507.280
842.874
Derivative financial instruments
504
27
(1.115)
65
(519)
Consideration payable for the acquisition of
HELLINIKON S.A. ²
-
166.650
-
448.350
615.000
Trade and other payables ³
67.810
6.402
-
-
74.212
Lease liabilities ³
3.097
3.260
10.306
166.249
182.912
138.434
210.546
243.555
1.121.944
1.714.479
GROUP
31 December 2020
Less
than 1
year
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
Borrowings ¹
37.512
36.564
172.646
614.744
861.466
Derivative financial instruments
-
513
1.195
2.278
3.986
Trade and other payables ³
3.900
16.655
-
-
20.555
Lease liabilities ³
2.358
3.001
9.739
170.057
185.155
43.770
56.733
183.580
787.079
1.071.162
Annual financial report for the year ended 31 December 2021
135
COMPANY
31 December 2021
Less
than 1
year
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
Borrowings ¹
11.031
11.031
33.124
331.031
386.217
Trade and other payables ³
34.877
37.382
-
-
72.259
Lease liabilities ³
1.697
1.765
2.433
2.479
8.374
47.605
50.178
35.557
333.510
466.850
COMPANY
31 December 2020
Less
than 1
year
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
Borrowings ¹
11.031
11.031
33.124
342.062
397.248
Trade and other payables ³
78.220
-
-
-
78.220
Lease liabilities ³
769
778
2.329
3.244
7.120
90.020
11.809
35.453
345.306
482.588
¹ "Borrowings" includes the balances of borrowings (outstanding capital) including future contractual interest at maturity,
at unpaid values, which differ from the corresponding book values in the Statement of Financial Position valued at
amortized cost under IFRS 9. Since the amount of contractual non-discounted cash flows is related to both floating and
non-fixed interest rate loans, the amount presented is determined by the conditions prevailing at the reporting date - that
is, the actual discounted cash flows were used to determine the discounted cash flows. interest rates valid on 31 December
2021 and 2020, respectively.
² "Consideration payable for the acquisition of HELLINIKON S.A." presented in non-discounted values, which differ from
the corresponding book values in the Statement of Financial Position that are valued at amortized cost under IFRS 9.
³ Those relate to liabilities as at 31.12.2021 and 31.12.2020 as recognized in the respective Financial Statements valued
at amortized cost. The item "Trade and other payables" does not include the "Unearned income", the "Pre-sales property
of HELLINIKON S.A." and the "Payment in advance related to sale of joint venture" of note 21.
As at 31.12.2021, the short-term bank bond loans mainly include the bank bond loan of the subsidiary
SINGIDUNUM-BUILDINGS DOO, with the credit institutions "Eurobank Cyprus Limited", "Alpha Bank S.A." and
"Direktna Banka AD Kragujev", outstanding balance €30,0m on 31.12.2021, expiring on 30.06.2022. The
Group is in the process of refinancing this loan. Also, the subsidiary L.O.V. S.M.S.A. ("LOV") signed on
23.06.2020 with the credit institution under the name "National Bank of Greece A.E." ("NBG") program and
coverage agreement for the issuance of a bond loan of up to €220m, lasting seven years with three distinct
series. As at 31.12.2021 the short-term part of this loan amounts to €5,4m. Finally, the joint bond loan of
LAMDA FLISVOS MARINA A.E. with Piraeus Bank maturing on 30.11.2022 had a balance of 31.12.2021 €4,7m.
This loan was repaid in full within the first quarter of 2022.
The Company, on 27.01.2020 signed with “Eurobank S.A.” and “Piraeus Bank S.A.” the “Heads of Terms”
regarding the bank financing intended to cover part of the capital to be invested by the Group during the first
five years of the Ellinikon Property development (note 9).
On 07.04.2021, the Company signed with the aforementioned banks an agreement for the update of the “Head
of Terms”. The update emanated from the gradual evolution and maturity of the Company’s plans regarding
the envisaged projects and investments during the first five years of the Project. The aforementioned bank
financing agreement includes:
(a) the financing of infrastructure and other developments’ works during the first five years of the Project
(Phase A), as well as the financing of V.A.T., with a bond loan of up to €442m to be issued by HELLINIKON
S.A. (plus an amount of up to €100m for financing of recoverable VAT cost), with a duration of 10 years from
the Transfer Date;
(b) the financing of the commercial development on Vouliagmenis Avenue (Vouliagmenis Mall), as well as the
financing of VAT, with a bond loan of up to €415 million to be issued by a special purpose vehicle controlled
by LAMDA DEVELOPMENT SA (plus an amount of up to €86 million for financing recoverable VAT cost), with a
duration of 6 years from the first drawdown (with the possibility of the issuing company to extend the maturity
for an additional 5 years, reaching 11 years in total from first loan drawdown); and
(c) the financing of the commercial development within the Aghios Kosmas marina (Marina Galleria), as well
as the financing of VAT, with the issuance of a bond loan of up to €102m to be issued by a special purpose
vehicle controlled by LAMDA DEVELOPMENT S.A. (plus an additional amount of up to €19 million for financing
of recoverable VAT cost), with a duration of 5 years from the first drawdown (with the possibility of the issuing
company to extend the maturity for an additional 6 years, reaching 11 years in total from the loan first
drawdown) and in conjunction with the financing mentioned in points (a) and (b) above,
Annual financial report for the year ended 31 December 2021
136
(d) the issuance of a letter of guarantee of €175 million, to secure the fulfillment of LAMDA DEVELOPMENT
S.A. obligations to cover any cost overruns of Phase A of the Project, as well as to cover any shortfall in sales
and/or assets exploitation intended to finance Phase A of the Project budget l.
Regarding the (a) above, HELLINIKON S.A. signed on 06.04.2022 with the banks "Eurobank S.A." and "Piraeus
Bank S.A." the program and the contract for the coverage of a bond loan for the financing of infrastructure
and other developing projects regarding Phase A’ of the Project, amounting to €394m, as well as the financing
of VAT (additional amount up to €100m), with a duration until the completion of 10 years from the Date of
Transfer, a fact that covers its revised needs. Additionally, regarding (d) above, LAMDA DEVELOPMENT S.A.
signed on 06.04.2022 the relevant contractual agreements.
Regarding (b) and (c) above the Company is still in progress to finalize the contractual agreements with the
mandated lead arranger banks.
The above development regarding the debt will significantly enhance the liquidity of the Group.
Management based on the current levels of cash and forecasts for future cash flows is convinced that the
Group and the Company will generate sufficient cash flows from their ongoing activities as well as from their
financing activities to adequately meet future working capital and other cash needs. The Group and the
Company have a good reputation, significant creditworthiness and an excellent and constructive relationship
with the financial institutions that finance them, events that facilitate the negotiations regarding the
refinancing and the provision of additional funds to fulfill seamlessly their investment plan, as evidenced by
recent developments regarding the financing of the development of the investment in Ellinikon (note 18).
Surplus cash held by the Group over and above balance required for working capital needs, are managed by
the Group treasury Department. Group Treasury Department invests surplus cash in interest bearing current
accounts, time deposits, money market deposits and marketable securities, choosing instruments with
appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-
mentioned forecasts. Cash and cash equivalents are considered assets with high credit risk since the current
macroeconomic environment in Greece affects significantly the local banks No losses are expected due to the
creditworthiness of the banks in which the Group maintains the various bank accounts.
Further to the above, the Group and the Company have contingencies in respect of guarantees and other
matters arising in the ordinary course of business, for which no significant additional burdens are expected to
arise as described in note 32.
3.2 Capital risk management
The Group and Company objectives when managing capital are to safeguard the ability to continue as a going
concern in order to provide satisfactory returns to shareholders and benefits to other stakeholders, as well as
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group and Company may adjust the amount of
dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with industry practices, the Company and the Group monitors capital on the basis of the gearing
ratio. This ratio is calculated as Total Debt divided by Total Equity plus Total Debt. Total Debt is calculated as
total “Borrowings” (non-current and current portion), plus “Accrued interest” (note 21), plus “Lease liabilities”
(non-current and current portion), plus “Consideration payable for the acquisition of HELLINIKON S.A.”. Total
equity as shown in the Statement of Financial Position.
In 2021, as well as in 2020, the Company’s and Group strategy was to maintain the gearing ratio at optimum
level.
Gearing ratio:
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Borrowings
715.804
713.505
314.098
313.162
Lease liabilities
182.912
185.155
8.374
7.120
Accrued interest
5.507
5.697
4.926
4.926
Consideration payable for the acquisition of
HELLINIKON S.A.
501.245
-
-
-
Total borrowings
1.405.468
904.357
327.398
325.208
Total equity
1.301.243
1.101.764
818.024
824.412
Total borrowings + Total equity
2.706.711
2.006.121
1.145.422
1.149.620
Gearing ratio
51,9%
45,1%
28,6%
28,3%
Annual financial report for the year ended 31 December 2021
137
3.3 Risk Management Unit
The Company has a RMU. The aim of the RMU is to strengthen the risk management culture, while its mission
is to make a substantial contribution to the development of a modern operating framework at all organizational
levels, to identify, assess and manage the risks faced by the company. RMU ensures that the risks taken by
the company's units comply with the risk appetite and tolerance limits set and shaped by the senior
management. RMU has an operational reference line to the Audit Committee, while administratively reports
to the Operations Division. The role and responsibilities of the RMU are reflected in its operating charter, which
was drafted and approved in July 2021.
The RMU responsibility is to oversee the practice and development of risk management throughout the
organization. The RMU is not intended to take the responsibility of managing risks away from management,
but to facilitate the development of risk management. The RMU contribution is around the risk management
processes, rather than “inside” them.
The responsibilities of the RMU are defined by the Audit Committee and approved by the BoD, which has the
final responsibility of oversighting the risk management framework of the Company. Analytically, with regards
to the risk management framework, the responsibilities of the RMU include the following:
• Introduction, operation and coordination of an integrated RMS across all levels and activities of the
Company.
• Suitable training of the Company staff on the key values of risk management and on developing a relevant
culture across all levels of the organizational structure.
• Introduction and use of a common language with respect to risk management by all components of the
RMS and all operations of the Company.
• Contribution in defining the risk management strategy.
• Development and update of the policies and procedures of risk management.
• Development of methodologies for identification, recording, assessment, monitoring and managing risks.
• Oversight of the implementation of general principles of risk management and the proper functioning of
the system.
• Definition and provision of know-how in developing KRIs (Key Risk Indicators).
• Development of an integrated risk assessment system based on the objectives and the level of risk appetite
set by the senior management.
• Ensure that responsibilities related to risk management are clearly defined.
• Collaboration with other departments and functions in order to achieve corporate goals.
• Contribution to ensuring that the responsibilities of the BoD. and the BoD Committees are clearly defined
in terms of overseeing the Company's risks.
With regards to the risk management, the responsibilities of the RMU include the following:
• Provision of independent advice on issues related to risk management, controls and mitigations, as well
as reports.
• Contribution in categorizing the risks aiming at their more efficient monitoring.
• Maintaining an up-to-date risk register.
• Monitoring of identified risks and changes with respect to the exposure on them.
• Contribution to the assessment of inherent risks, i.e., the likelihood and the impact, for every risk included
in risk register.
• Contribution to the provision of independent advisory services regarding the evaluation of the adequacy
and effectiveness of controls that the Company has adopted and implements for mitigating the risks.
• Contribution to the assessment of the residual risk.
• Review and provision of independent advisory services regarding the development of risk management
plans (acceptance, transfer, reinforcing of existing controls for further reduction / mitigation).
• Development of a monitoring system for management actions, in terms of their timely implementation
and the impact these actions have on reducing risk exposure or achieving business opportunities.
With regards to reporting, the responsibilities of the RMU include the following:
• Monitoring of the progress with respect to the plans adopted for responding to risks.
• Preparing and submitting regular reports according to the information needs of different recipients inside
and outside the organization, regarding the risks that have been undertaken, and the actions that have
been launched to manage them.
• Informing the BoD, through the Committee, about significant risks and highlighting points that require
action.
Annual financial report for the year ended 31 December 2021
138
3.4 Fair value measurement
The Group in the notes of financial statements provides the required disclosures regarding the fair value
measurement through a three-level hierarchy, as follows:
- Level 1: Financial instruments that are traded in active markets and their fair value is determined based on
the published quoted prices valid at the reporting date for similar assets and liabilities.
- Level 2: Financial instruments that are not traded in active markets whose fair value is determined using
valuation techniques and assumptions based either directly or indirectly on market data at the reporting date.
- Level 3: Financial instruments that are not traded in active markets whose fair value is determined using
valuation techniques and assumptions that are not substantially based on market data.
The items in the Statement of Financial Position that are measured and presented at fair value are investment
property (note 6), derivative financial products (note 23), and Other financial instruments (note 14).
4. Significant accounting estimates and Management judgements
Estimates and judgements of the Management are continually evaluated and are based on historical experience
and expectations of future events that are believed to be reasonable under the circumstances.
4.1 Significant accounting estimates and assumptions
The Group makes estimates and assumptions concerning the development of future events. The estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next 12 months concern the following.
(a) Estimate of fair value of investment property
The best evidence of fair value is current prices in an active market for similar lease and other contracts. When
there is absence of such information, the Group determines the amount within a range of reasonable fair value
estimates. In making its judgement, the Group considers information from a variety of sources including:
i) Current prices in an active market for properties of different nature, condition or location (or subject to
different lease or other contracts terms), adjusted to reflect those differences;
ii) Recent prices of similar properties in less active markets, with adjustments to reflect any changes in
economic conditions since the date of the transactions that occurred at those prices; and
iii) Discounted cash flow projections based on reliable estimates of future cash flows, deriving from the terms
of any existing lease and other contracts and (where possible) from external evidence such as current market
rents for similar properties in the same location and condition, and using discount rates that reflect current
market assessments of the uncertainty in the amount and timing of the cash flows.
Due to the uncertainty and the risks associated with the COVID-19 pandemic, there is a significant estimation
uncertainty on the valuations of investment properties (shopping malls) – in operation at the reporting date
according to the Group's independent chartered appraisers as mentioned in detail in note 6.
The disclosures for the fair value estimations of the investment property are presented in note 6.
(b) Estimate of the carrying value of the investement in subsidiaries, associates and joint-
ventures
The Management on an annual basis, evaluates if there are indications for impairment regarding its
investments in subsidiaries, associates and joint ventures. When there are indications for impairment the
Management evaluates the recoverable value of the investments and compares it with the carrying amount in
order to decide if there is a reason for an impairment provision. The Management determines the recoverable
value as the biggest amount between the value in use and the fair value minus any disposal costs. Fair value
is determined mainly by the fair value of the investment property that each entity owns as at December 31st
each year, as this is the most significant amount of its assets.
Disclosures regarding the estimation of the carrying value of investments in subsidiaries, associates and joint
ventures are presented in note 9.
Annual financial report for the year ended 31 December 2021
139
(c) Provisions related to contingent liabilities and legal issues
The Group’s companies are currently involved in various disputes and legal cases, for which the Management
periodically review the status of each significant case and assess probability of financial outflow, based in part
on the advice of legal counsels. In case the contingent financial outflow from any dispute or legal case is
considered probable and the amount can be reliably estimated, the Group companies recognize a provision in
financial statements. Significant Management judgment is required in both the determination of probability
and the determination as to whether the amount can be estimated reliably. As additional information becomes
available, the Management reassess the potential liability and may revise assessments of the probability of an
unfavorable outcome as well as the related estimate of potential outflow. Such revisions in the estimates may
have a material impact on the Group’s or the Company’s financial position and results of operations. In note
30 all significant disputes and legal cases are disclosed in detail, as well as the Management’s estimation over
them.
(d) Estimation of net realizable value of inventories – property under development
The Management of the Group at each reporting date estimates the carrying amount of inventories for sale
and those held for development and subsequent sale based on their net realizable value. The net realizable
value of each property is based on the estimated by the Management selling price within the normal operating
cycle, reduced by the estimated completion costs and the costs associated with the eventual sale. The
estimates of the Management of the Group for both future sales values and the cost of completion constitute
an area with increased estimation uncertainty, since such kind of estimates take into account the market
conditions that affect each property as well as its sale strategy. The Group according to the estimates of the
Management (including valuations by external independent appraisers) proceeded to an impairment test of
the inventories held on 31 December 2021 and there was no need to reduce the carrying amount of the
inventories – property under development to their net realizable value.
(e) Estimation for adjustment to the transaction consideration for the acquisition of the shares
of HELLINIKON S.A.
Regarding the determination of the variable consideration for the acquisition of the shares of HELLINIKON S.A.
as described in note 9, significant judgment is required from the Management due to the risks that may arise
for the development projects and the long-term duration of the project.
4.2 Decisive judgements of the management for the application of the
accounting principles
There are no areas that require management estimates in applying the Group’s accounting policies.
5. Segment information
The Group is operating into the business segment of real estate in Greece and in other neighbouring Balkan
countries. The BoD (which is responsible for the decision making) defines the segments according to the use
and of the investment property and their geographical location.
Management monitors the operating results of each segment separately for the purpose of making decisions
about resource allocation and performance assessment. Segment performance is evaluated based on revenue
and EBITDA (Earnings before interest, tax, depreciation and amortization). It is noted that the Group applies
the same accounting policies as those in the financial statements in order to measure the performance of the
operating segment. Group financing, including finance costs and finance income, as well as income taxes are
monitored on a group basis and are included within the administration segment without being allocated to the
profit generating segments.
The Group due to the change of its composition and the internal reorganization, after the acquisition of the
shares of the company HELLINIKON S.A. (sector "Elliniko") (note 9) but also the acquisition of control in the
company LAMDA MARINAS INVESTMENTS S.M.S.A. during the corresponding period of 2020 (sector
"Investments in marinas"), has proceeded to redefine the operational sectors. The new operating segments
reflect the financial information by sector as the regular basis of the Board of Directors.
Segment information for the comparative period have been adjusted for comparison purposes.
Α) Group’s operating segments
Segment information for the year ended 31 December 2021 was as per below:
Annual financial report for the year ended 31 December 2021
140
Amounts in € thousands
GREECE
BALKANS
Administrativ
e and
Management
Services
Eliminations
among
segments
Total
Hellinikon
Shopping
centers
Investments
in Marinas¹
Other
investment
property
Other
investment
property
Revenue from third parties
-
60.234
18.989
2.528
10
6.361
(9.032)
79.090
Net gains/(losses) from fair
value adjustment on
investment property and
inventories
315.521
9.424
-
301
(219)
-
-
325.027
Cost of sales of inventories
-
-
-
880
-
-
-
880
Expenses related to investment
property
-
(14.210)
-
(972)
-
-
3.299
(11.883)
Expenses related to the
development of the Ellinikon
site
(31.979)
-
-
-
-
-
-
(31.979)
Gain on disposal of subsidiary
-
-
-
1.212
-
-
-
1.212
Other
-
(638)
(4.840)
(129)
(310)
(26.740)
5.733
(26.924)
Share of net profit of
investments accounted for
using the equity method
-
-
-
-
(349)
-
-
(349)
EBITDΑ
283.542
54.810
14.149
3.820
(868)
(20.379)
-
335.074
¹ The results of Ag. Kosma Marina are included above in the "Investments in Marinas".
The total amount of government compensation from discounts on rents related to the shopping center sector
(€16,6m) and other investment property (€0,1m), which were granted for the period from January to July
2021, are included in the line of Revenue from third parties (note 10). Also the EBITDA of Investments in
Marinas includes the positive effect from the discount of the rent in Marina Flisvou amounting to €3,4m.
Segment information for the year ended 31 December 2020 was as per below:
Amounts in € thousands
GREECE
BALKANS
Administrative
and
Management
Services
Eliminations
among
segments
Total
Hellinikon
Shopping
centers
Investments
in Marinas
Other
investment
property
Other
investment
property
Revenue from third parties
-
52.535
11.240
2.883
2.188
391
(1.441)
67.796
Net gains/(losses) from fair
value adjustment on
investment property and
inventories
-
(44.167)
-
850
(5)
-
-
(43.322)
Cost of sales of inventories
-
-
-
-
(2.481)
(28)
-
(2.509)
Expenses related to
investment property
-
(15.373)
-
(1.064)
-
-
3.175
(13.262)
Expenses related to the
development of the Ellinikon
site
(9.354)
-
-
-
-
-
-
(9.354)
Other
-
(235)
(3.741)
(283)
(332)
(15.568)
(1.734)
(21.893)
Share of net profit of
investments accounted for
using the equity method
-
-
8.382
184
(6.079)
-
-
2.487
EBITDA
(9.354)
(7.240)
15.881
2.570
(6.709)
(15.205)
-
(20.057)
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions
with third parties.
Amounts in €
thousands
GREECE
BALKANS
Administrative
and
Management
Services
Total
31 December 2021
Hellinikon¹
Shopping
centers
Investments
in Marinas
Other
investment
property
Other
investment
property
Assets per segment
1.851.510
1.069.302
164.415
55.364
79.546
450.800
3.670.937
Capital expenses
(CAPEX)
18.431
6.229
555
-
-
2.607
27.822
Liabilities per segment
1.369.678
593.414
126.969
35.703
42.302
231.628
2.339.694
¹ Assets, liabilities and CAPEX of Marina Ag. Kosma are included in the operational segment «Hellinikon».
Amounts in € thousands
GREECE
BALKANS
Administrati
ve and
Management
Services
Total
31 December 2020
Hellinikon
Investmen
ts in
Marinas
Other
investmen
t property
Other
investment
property
Assets per segment
980.584
163.671
107.691
36.715
898.581
2.187.242
Capital expenses (CAPEX)
7.389
820
-
-
3.514
11.723
Liabilities per segment
592.811
127.313
39.712
207
325.435
1.085.478
Annual financial report for the year ended 31 December 2021
141
A reconciliation of the Group’s total adjusted EBITDA to total profit after income tax is provided as follows:
Amounts in € thousands
Adjusted EBITDA for reportable segments
31.12.2021
31.12.2020
EBITDA
335.074
(20.057)
Depreciation of property, plant and
equipment
(8.602)
(7.514)
Finance income
283
928
Finance costs
(58.892)
(32.603)
Profit / (loss) before income tax
267.863
(59.246)
Income tax
(68.094)
3.118
Profit / (loss) for the year
199.769
(56.128)
Β) Geographical segments
The segment information for the year ended 31 December 2021 was as per below:
31 December 2021
Amounts in € thousands
Total revenue
Non-current assets
Greece
79.085
2.869.329
Balkans
5
3.952
79.090
2.873.281
The segment information for the year ended 31 December 2020 was as per below:
31 December 2020
Amounts in € thousands
Total revenue
Non-current assets
Greece
65.608
1.209.337
Balkans
2.188
33.521
67.796
1.242.858
6. Investment property
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Opening balance
1.002.228
1.039.312
1.840
1.840
Right-of-use assets – Investment property
-
152
-
-
Net gain / (loss) from fair value adjustment
9.778
(43.630)
-
-
Disposal of investment property
(13.120)
-
-
-
Subsequent expenditures on investment
property
4.649
6.394
-
-
IFRS 5 – Assets held for sale (note 9)
(30.000)
-
-
-
Investment property – in operation
973.536
1.002.228
1.840
1.840
Opening balance
-
-
-
-
Additions due to HELLINIKON S.A. (note 9)
540.344
-
-
-
Net gain / (loss) from fair value adjustment
315.521
-
-
-
Transfers to inventories – at fair value (note 10)
(6.493)
-
-
-
Transfers to inventories – at cost (note 10)
(14.431)
-
-
-
Capital expenditures on investment property
19.374
-
-
-
Changes in infrastructure costs (note 22)
19.069
-
-
-
Investment property – under development
873.384
-
-
-
Closing balance
1.846.920
1.002.228
1.840
1.840
Investment property includes property which is leased on the basis of operating leases with a fair value of
€180,6m and concerns the Mediterranean Cosmos shopping center. The rights-of-use asset of the that
property according to IFRS 16 "Leases" as at 31.12.2021 amounts to €77,7m and is included above in the
"investment property - in operation" (note 19).
Annual financial report for the year ended 31 December 2021
142
The fair value for all investment property was determined on the basis of its highest and best use by the Group
taking into account each property’s use which is physically possible, legally permissible and financially feasible.
This estimate is based on the physical characteristics, the permitted use and the opportunity cost for each
investment of the Group.
Investment property is valued on each semester or more often, in case that the market conditions meaning
the terms of any existing lease and other contracts or the levels of selling prices, differ significantly from those
in the previous reporting period. The valuations are prepared by independent qualified valuers mainly using
the Discounted Cash Flows (DCF) for the operating properties, that are based on reliable estimates of future
cash flows, deriving by the terms of any existing leases and other contracts and (where possible) by external
evidence such as current market rents for similar properties in the same location and condition, using discount
rates of the investment property, the designation of an exit value, as well as the current market assessments
regarding the uncertainty in the amount and timing of these cash flows. For the investment properties under
development a combination of residual value method and the above income approach is applied. In some
cases where necessary the valuation is based on comparable approach. The aforementioned valuation methods
come under hierarchy level 3 as described in note 3.
The main valuation assumptions as at 31.12.2021 in relation to the ones at 31.12.2010 are presented below.
A. Investment properties – In operation
The fair value of both shopping malls and offices has been measured using the Discounted Future Cash Flow
(DCF) method following the main assumptions:
• With regards to the Shopping Centres, The Mall Athens has a freehold status, Mediterranean Cosmos
is held under a lease that expires in 2065 and Golden Hall is held under a lease that expires in 2103.
As far as the office buildings are concerned, they are owned by the Group.
• In short, the discount rates and exit yields according to the latest valuations as at reporting date are
as follows:
Discount rates
Exit yields
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Shopping Centers
The Mall Athens
8,30%
8,25%
6,80%
6,75%
Mediterranean Cosmos
9,35%
9,25%
8,60%
8,50%
Golden Hall
9,00%
9,00%
7,50%
7,50%
Offices
Cecil, Kefalari
8,50%
8,50%
7,25%
7,50%
• In relation to the annual consideration that every tenant of the Malls pays (Base Consideration – fixed
consideration that is set in the contract), it is adjusted annually according to the CPI plus a slight
indexation which is differentiated between the tenants. The average Consumer Price Index (CPI) used
for the entire calculation period is based on escalating average inflation in a sequence of forecasts for
the period 2022-2029+, range from +1,35% to +1,95%.
• Regarding The Mall Athens and Mediterranean Cosmos, the discount rates and exit yields are slightly
increased compared to 31.12.2020, as the malls tend to their maturity.
Sensitivity analysis
The most important valuation variables of investment properties are the assumptions regarding the future
EBITDA (including the estimates regarding the future monthly rents) of each investment property as well as
the discount rates applied at the valuation of the investment property. Therefore, the following table presents
4 basic scenarios regarding the impact that will have on the valuations of the following investment properties
an increase / decrease of the discount rate by +/- 25 basis points (+/- 0.25%) per shopping center and office
building, as well as an increase / decrease of exit yields by +/- 25 basis points (+/- 0.25%).
Annual financial report for the year ended 31 December 2021
143
Amounts in € thousands
Discount rates
Exit yields
+0,25%
-0,25%
+0,25%
-0,25%
The Mall Athens
(7,2)
7,3
(7,7)
8,3
Mediterranean Cosmos
(2,8)
2,8
(1,8)
1,9
Golden Hall
(4,3)
4,4
(4,1)
4,3
Shopping Centers
(14,2)
14,5
(13,6)
14,5
Cecil, Kefalari
(0,2)
0,3
(0,3)
0,3
Offices
(0,2)
0,3
(0,3)
0,3
Total
(14,4)
14,7
(13,8)
14,7
There are real estate liens and pre-notices over the total investment properties – in operation of the Group on
31.12.2021.
B. Investment properties – Under development
Investment properties under development relate to projects under construction with ownership status as well
as with a right for use of 99 years, which was acquired with the completion of the transfer of shares of
Hellinikon S.A., intended for the following mentioned uses according to the Integrated Development Plan of
the Metropolitan Pole of Hellinikon - Agios Kosmas, in accordance with the provisions of article 2 of law
4062/2012 as amended:
a) Retail and service shops, including shopping malls and the commercial development of the Riviera
Galleria within the Marina of Agios Kosmas as well as parking lots.
b) Tourist and hotel facilities as well as recreation areas, resorts and sports facilities.
c) Education and research offices and facilities, such as schools, universities, research centers and other
related facilities.
d) Areas of recreation and greenery, catering and refreshments, sports facilities and other cultural
activities, public services and standard urban infrastructure.
At the reporting date, based on the estimated fair values of investment property, profits of a fair value of
€315,5m arose.
Discount rates
Exit yields
31.12.2021
31.12.2021
Investment properties – under
development
6,75%-11,42%
4,50%-9,00%
Sensitivity analysis
The most important valuation variables of investment properties are the assumptions regarding a) discount
rates b) exit yields by +/- 50 basis points (+/- 0,50%) as well as c) the impact of timing by 12 months delay
and d) change in construction costs (including infrastructure costs). Therefore, the following table presents
the basic scenarios regarding the impact that the above variables will have on the valuations:
Amounts in €
thousands
Discount rates
Exit yields
Timing
Impact
1
Change in
construction
costs
2
-0,50%
+0,50%
-0,50%
+0,50%
+12 months
1
-15%
+15%
Fair Value
Impact
87,4
(79,8)
59,3
(59,3)
(11,4)
39,5
(39,5)
¹The timing impact is mainly related to the possible delay in the scheduled time of issuance of building
permits for the investment properties of Phase A, which includes majority of these properties.
²Based on the report of the independent appraiser, the construction costs that have been supported by
the above impact from the change of +/- 15% are based on the Group's business plan, which incorporates
specific assumptions of construction costs and inflation assumptions, as the latter were disclosed to the
independent appraiser.
The above-mentioned assessments of investment property have taken into account the financial situation in
Greece as described in note 2.1, and the exported result is the best, based on the circumstances, assessment
of the Group's investment properties. The changes in the fair value of the investment properties and mainly
of the shopping centers, in relation to those of the comparative period, differ as they incorporate the effect in
the shopping centers of the spread of the coronavirus COVID-19.
According to the independent valuers, given the uncertainty from the evolution of the COVID-19 pandemic
and the possible future effects on the real estate markets, both in our country and internationally, and in the
Annual financial report for the year ended 31 December 2021
144
absence of sufficient comparative data, conditions of «substantial valuation uncertainty» are created. This
environment could have a significant impact on real estate market both in our country and internationally.
The Group's total property portfolio was valued by external valuers at fair value, as estimated by the Royal
Institution of Chartered Surveyors (RICS). At the valuation date, external valuers consider that they can rely
less on prior market data for comparative purposes with a view to approach fair value. Due to the above
current situation, the valuers are facing an unprecedented situation in terms of their judgment. Their
assessment is therefore subject to "material valuation uncertainty" as described in VICA 3 and VPGA 10 of the
RICS Red Book Global. Consequently, less certainty - and a greater degree of caution - accompanies this
report than under normal circumstances. External valuers have confirmed that the statement "increased
uncertainty" does not mean that one cannot rely on valuations. Instead, the above statement is used to be
clear and transparent to all parties, in a professional manner, so that in the current emergency situation, less
certainty is given to the valuations than would otherwise be the case. Due to increased valuation uncertainty
about the impact of Covid-19, future cash flows incorporated in the valuation models provide for increased
rent loss, additional vacancy for leases expiring in 2022, and an increase and time extension of operating
expenses that will be covered exclusively by the company for an extended period of time.
There was no change in the valuation methodology used for real estate investments as a result of Covid-19.
Management and external valuers are of the opinion that discount rates and exit yields are reasonable based
on current market conditions and returns expected by investors for these shopping centers, which are
considered among the top shopping centers in Greece.
The information provided to the valuers and the assumptions and valuation models used by valuers are
reviewed by the investment property management team, the investment property manager and the CFO. The
valuers discuss and are present directly to the Audit Committee for an overview of the interim and annual
results.
Management will observe the trends that will be formed in the investment property market in the next few
months since the complete impact of the consequences of the economic situation in Greece may affect the
value of the Group’s investment property in the future. In this context, the Management carefully monitors
the events regarding the spread of coronavirus, as the short-term impact on the Group’s investment property
that are directly connected to the Group’s net asset value, remain currently unknown.
Land for sale in Spata, Athens
The subsidiary, LAMDA Estate Development S.M.S.A., on 17.05.2021 signed a purchase agreement based on
which two plots of land of a total area of approximately 85 acres in Spata, Athens, were sold for a total
consideration of €14,0m which is approximately to the acquisition cost.
Annual financial report for the year ended 31 December 2021
145
7. Tangible assets
GROUP
Amounts in € thousands
Land
Buildings
Vehicles
and
machinery
Furniture,
fittings and
equipment
Assets under
construction
Total
Acquisition cost
1 January 2020
-
562
6.427
9.607
1.515
18.111
Additions
-
672
247
1.523
2.832
5.274
Disposals / Write-offs
-
-
(54)
-
-
(54)
Business combinations
-
36.090
6.956
94
-
43.140
31 December 2020
-
37.324
13.576
11.224
4.347
66.471
1 January 2021
-
37.324
13.576
11.224
4.347
66.471
Additions
-
379
409
1.219
1.836
3.843
Changes in infrastructure costs (note 22)
397
-
-
-
-
397
Disposals / Write-offs
-
-
(6)
-
-
(6)
Additions due to acquisition of HELLINIKON S.A.
(note 9)
8.044
-
1
326
-
8.371
Reclassications
-
2.795
-
1.075
(6.017)
- 2.147
31 December 2021
8.441
40.498
13.980
13.844
166
76.929
Accumulated depreciation
1 January 2020
-
(383)
(5.708)
(7.245)
-
(13.336)
Depreciation for the year
-
(1.330)
(613)
(503)
-
(2.446)
Disposals / Write-offs
-
-
17
-
-
17
31 December 2020
-
(1.713)
(6.304)
(7.748)
-
(15.765)
1 January 2021
-
(1.713)
(6.304)
(7.748)
-
(15.765)
Depreciation for the year
-
(1.729)
(595)
(719)
-
(3.043)
Disposals / Write-offs
-
-
5
20
-
25`
31 December 2021
-
(3.442)
(6.894)
(8.447)
-
(18.783)
Net book value as at 31 December 2020
-
35.611
7.272
3.476
4.347
50.706
Net book value as at 31 December 2021
8.441
37.056
7.086
5.397
166
58.146
COMPANY
Amounts in € thousands
Buildings
Vehicles and
machinery
Furniture,
fittings and
equipment
Assets under
construction
Total
Acquisition cost
1 January 2020
367
195
1.648
1.271
3.481
Additions
1
113
749
2.538
3.401
Disposals / Write-offs
-
(6)
-
-
(6)
31 December 2020
368
302
2.397
3.809
6.876
1 January 2021
368
302
2.397
3.809
6.876
Additions
2
-
77
2.208
2.287
Disposals / Write-offs
-
(5)
-
-
(5)
Reclassications
2.795
-
1.075
(6.017)
(2.147)
31 December 2021
3.165
297
3.549
-
7.011
Accumulated depreciation
1 January 2020
(275)
(118)
(1.261)
-
(1.654)
Depreciation for the year
(12)
(19)
(133)
-
(164)
Disposals / Write-offs
-
2
-
-
2
31 December 2020
(287)
(135)
(1.394)
-
(1.816)
1 January 2021
(287)
(135)
(1.394)
-
(1.816)
Additions
(259)
(35)
(279)
-
(573)
Disposals / Write-offs
-
3
-
-
3
31 December 2021
(546)
(167)
(1.673)
-
(2.386)
Net book value as at 31 December 2020
81
167
1.003
3.809
5.060
Net book value as at 31 December 2021
2.619
130
1.876
-
4.625
At Group level, the "Additions due to the acquisition of Hellinikon S.A." of €8,4m are related to the cost of land
(€8,0m) and other equipment (€0,4m) (note 9). The additions mainly concern plots of land on which the
following projects are to be carried out:
a) Administration offices for general use purposes by the Administration;
b) the extension of the Marina of Agios Kosmas as well as;
c) centers for information and provision of information of the general public regarding the work of Hellenikon
and the possibilities of navigation and activity within it.
Annual financial report for the year ended 31 December 2021
146
At Group and Company level, the " Reclassifications " are related to the Company's investment in upgrading
the SAP 4/HANA operating system, the implementation of which was completed in 2021, as well as the
completion of the renovation for the new offices.
Tangible assets are not secured by liens and pre-notices on 31.12.2021.
8. Intangible assets
GROUP
Amounts in € thousands
Goodwill
Software
Other
intangible
assets
Total
Acquisition cost
1 January 2020
-
3.006
-
3.006
Additions
-
55
-
55
Business combination
9.587
-
8.602
18.189
31 December 2020
9.587
3.061
8.602
21.250
1 January 2021
9.587
3.061
8.602
21.250
Additions
-
509
-
509
Additions due to acquisition of HELLINIKON S.A.
(note 9)
-
23
1.668
1.691
Reclassifications
-
2.147
-
2.147
31 December 2021
9.587
5.740
10.270
25.597
Accumulated depreciation
1 January 2020
-
(2.835)
-
(2.835)
Depreciation for the year
-
(63)
(1.544)
(1.607)
31 December 2020
-
(2.898)
(1.544)
(4.442)
1 January 2021
-
(2.898)
(1.544)
(4.442)
Depreciation for the year
-
(260)
(511)
(771)
31 December 2021
-
(3.158)
(2.055)
(5.213)
Net book value as at 31 December 2020
9.587
163
7.058
16.808
Net book value as at 31 December 2021
9.587
2.582
8.215
20.384
During the acquisition of Hellinikon S.A., there were additions amounting €1,7m due to the recognition of the
operating license as well as the existing clientele of the existing marina of Agios Kosmas which consists of 337
berths (Note 9).
At Group and Company level, the "Reclassifications" are related to the Company's investment in upgrading
the SAP 4/HANA operating system, the implementation of which was completed in 2021.
COMPANY
Amounts in € thousands
Software
Total
Acquisition cost
1 January 2020
2.807
2.807
Additions
55
55
31 December 2020
2.862
2.862
1 January 2021
2.862
2.862
Additions
333
333
Reclassifications
2.147
2.147
31 December 2021
5.342
5.342
Accumulated depreciation
1 January 2020
(2.695)
(2.695)
Depreciation for the year
(52)
(52)
31 December 2020
(2.747)
(2.747)
1 January 2021
(2.747)
(2.747)
Depreciation for the year
(242)
(242)
31 December 2021
(2.989)
(2.989)
Net book value as at 31 December 2020
115
115
Net book value as at 31 December 2021
2.353
2.353
Annual financial report for the year ended 31 December 2021
147
Impairment test for goodwill
As at 31 December 2021 the Group carried out an impairment test for goodwill that arose during the acquisition
of control in the company LAMDA MARINAS INVESTMENTS S.M.S.A. on February 2020. Intangible assets relate
to goodwill on acquisition, as well as the fair value of other intangible assets: a) license of the tourist port until
2047, b) favorable relationship with the ETAD lasting until 2020 and c) Marina client relationships lasting until
2031. The impairment test performed was based on expected future cash flows, taking into account the
following key assumptions:
∙ Right of use asset Marina Flisvos till 2047.
∙ Average revenue growth equal to 5,7% by 2026 and 2,1% afterwards.
∙ Average increase in operating expenses equal to 3,9% until 2026 and 1,5% afterwards.
∙ Discount rate after taxes equal to 8,1%.
Following the completion of the aforementioned work, the Management estimates that the net value of the
intangible assets are fully recoverable based on current conditions.
On 31.12.2021, the Group analyzed the sensitivity of recoverable amounts to a reasonable and possible
change in some of the key assumptions (indicatively the change of half (0.5)% percentage point in the discount
rate is mentioned). This analysis does not indicate a situation in which the carrying amount of the above
intangible assets exceeds their recoverable amount.
Annual financial report for the year ended 31 December 2021
148
9. Investments in subsidiaries, joint ventures and associates
The Group’s structure on 31.12.2021 is as per below:
Company
Country of
incorporation
% direct
interest
% in-direct
interest
% Total
interest
LAMDA DEVELOPMENT S.A. – Parent
company
Greece
Subsidiaries:
HELLINIKON GLOBAL I S.A.
Luxembourg
100%
100%
HELLINIKON S.A.
Greece
100%
100%
LAMDA MALLS A.E.
Greece
54,57%
13,73%
68,30%
PYLAIA S.M.S.A.
Greece
68,30%
68,30%
LAMDA DOMI S.M.S.A.
Greece
68,30%
68,30%
L.O.V. S.M.S.A.
Greece
100%
100%
LOV LUXEMBOURG SARL
Luxembourg
50%
50%
100%
LAMDA ESTATE DEVELOPMENT S.M.S.A.
Greece
100%
100%
KRONOS PARKING S.M.S.A.
Greece
100%
100%
LAMDA PRIME PROPERTIES S.M.S.A.
Greece
100%
100%
LAMDA ILIDA OFFICE S.M.S.A.
Greece
100%
100%
MALLS MANAGEMENT SERVICES S.M.S.A.
Greece
100%
100%
ATHENS OLYMPIC MUSEUM AMKE
Greece
99%
1%
100%
MC PROPERTY MANAGEMENT S.M.S.A.
Greece
100%
100%
LAMDA DEVELOPMENT WORKS S.M.S.A.
Greece
100%
100%
LAMDA LEISURE S.M.S.A.
Greece
100%
100%
GEAKAT S.M.S.A.
Greece
100%
100%
DEVELOPMENTAL Dynamic Holdings
S.M.S.A.
Greece
100%
100%
LAMDA MARINAS INVESTMENTS S.M.S.A.
Greece
100%
100%
LAMDA FLISVOS HOLDING S.A.
Greece
83,39%
83,39%
LAMDA FLISVOS MARINA S.A.
Greece
64,40%
64,40%
LAMDA DEVELOPMENT (NETHERLANDS) BV
Netherlands
100%
100%
SINGIDUNUM - BUILDINGS DOO
Serbia
100%
100%
TIHI EOOD
Bulgaria
100%
100%
LAMDA DEVELOPMENT MONTENEGRO DOO
Montenegro
100%
100%
PROPERTY DEVELOPMENT DOO
Serbia
100%
100%
LAMDA DEVELOPMENT SOFIA EOOD
Bulgaria
100%
100%
ROBIES SERVICES LTD
Cyprus
90%
90%
ROBIES PROPRIETATI IMOBILIARE SRL
Romania
90%
90%
LAMDA DEVELOPMENT ROMANIA SRL
Romania
100%
100%
Joint ventures:
LAMDA AKINITA S.A.
Greece
50%
50%
Associates:
SC LAMDA MED SRL
Romania
40%
40%
ATHENS METROPOLITAN EXPO AE
Greece
11,67%
11,67%
METROPOLITAN EVENTS
Greece
11,67%
11,67%
STOFERNO S.A.
Greece
25%
25%
Notes on the above-mentioned participations:
• The country of the establishment is the same with the country of operating.
• The interest held corresponds to equal voting rights.
• Investments in joint ventures relates to strategic investments of the Group mainly for utilization and
exploitation of investment properties. The Group sold the joint venture LAMDA AKINITA S.A. on February
2022.
• The investments in associates do not have significant impact to the Group’s operations and results
however they are consolidated with the equity method since the Group has significant influence over their
operations.
• The Group provides guarantees to banks including pledged shares deriving from its borrowings.
• The subsidiary LAMDA DEVELOPMENT SOFIA EOOD is under liquidation.
• The Group completed the liquidation and termination of the subsidiaries PROPERTY DEVELOPMENT DOO
(December 2021) and TIHI EOOD (February 2022)
• The Group sold the subsidiary LAMDA ILIDA OFFICE S.M.S.A. in December 2021.
Annual financial report for the year ended 31 December 2021
149
• On 16.03.2021 the Group acquired 100% of the shares of SINGIDUNUM - BUILDINGS DOO which is now
consolidated using the full consolidation method, compared to the equity method previously (joint
venture).
(a) Investments of the Company in subsidiaries
The Company’s investment in subsidiaries is as follows:
Amounts in € thousands
31.12.2021
Name
Country of
incorporation
% Interest
held
Cost
Impairment
Carrying
amount
HELLINIKON GLOBAL I S.A.
Luxembourg
100%
300.131
-
300.131
LAMDA MALLS A.E.
Greece
68,30%
51.496
-
51.496
L.O.V. S.M.S.A.
Greece
100%
133.367
-
133.367
LOV LUXEMBOURG SARL
Luxembourg
100%
368
-
368
LAMDA ESTATE DEVELOPMENT S.M.S.A.
Greece
100%
31.420
(27.600)
3.820
LAMDA PRIME PROPERTIES S.M.S.A.
Greece
100%
9.272
-
9.272
MALLS MANAGEMENT SERVICES S.M.S.A.
Greece
100%
1.224
(700)
524
ATHENS OLYMPIC MUSEUM AMKE
Greece
100%
1.109
-
1.109
MC PROPERTY MANAGEMENT S.M.S.A.
Greece
100%
745
-
745
LAMDA DEVELOPMENT WORKS S.M.S.A.
Greece
100%
9.070
(3.130)
5.940
LAMDA LEISURE S.M.S.A.
Greece
100%
3.750
(3.050)
700
GEAKAT S.M.S.A.
Greece
100%
15.073
(10.030)
5.043
DEVELOPMENTAL Dynamic Holdings S.M.S.A.
Greece
100%
1.410
(1.310)
100
LAMDA MARINAS INVESTMENTS S.M.S.A.
Greece
100%
16.665
-
16.665
LAMDA DEVELOPMENT (NETHERLANDS) BV
Netherlands
100%
104.678
(27.200)
77.478
LAMDA DEVELOPMENT MONTENEGRO DOO
Montenegro
100%
800
(800)
-
LAMDA DEVELOPMENT SOFIA EOOD
Bulgaria
100%
363
(363)
-
ROBIES SERVICES LTD
Cyprus
90%
1.823
(1.823)
-
LAMDA DEVELOPMENT ROMANIA SRL
Romania
100%
741
(741)
-
Total
683.505
(76.747)
606.758
Amounts in € thousands.
31.12.20220
Name
Country of
incorporation
% Interest
held
Cost
Impairment
Carrying
amount
HELLINIKON GLOBAL I S.A.
Luxembourg
100%
36
-
36
LAMDA MALLS A.E.
Greece
68,30%
51.496
-
51.496
L.O.V. S.M.S.A.
Greece
100%
133.367
-
133.367
LOV LUXEMBOURG SARL
Luxembourg
100%
318
-
318
LAMDA ESTATE DEVELOPMENT S.M.S.A.
Greece
100%
45.461
(27.599)
17.862
LAMDA PRIME PROPERTIES S.M.S.A.
Greece
100%
9.272
-
9.272
LAMDA ILIDA OFFICE S.M.S.Α.
Greece
100%
1.000
-
1.000
MALLS MANAGEMENT SERVICES S.M.S.A.
Greece
100%
1.224
-
1.224
ATHENS OLYMPIC MUSEUM AMKE
Greece
100%
416
-
416
MC PROPERTY MANAGEMENT S.M.S.A.
Greece
100%
745
-
745
LAMDA DEVELOPMENT WORKS S.M.S.A.
Greece
100%
9.070
(940)
8.130
LAMDA LEISURE S.M.S.A.
Greece
100%
2.350
(2.350)
-
GEAKAT S.M.S.A.
Greece
100%
15.023
(10.030)
4.993
DEVELOPMENTAL Dynamic Holdings S.M.S.A.
Greece
100%
1.310
(1.310)
-
LAMDA MARINAS INVESTMENTS S.M.S.A.
Greece
100%
16.415
-
16.415
LAMDA DEVELOPMENT (NETHERLANDS) BV
Netherlands
100%
92.488
(27.200)
65.288
LAMDA DEVELOPMENT MONTENEGRO DOO
Montenegro
100%
800
(800)
-
PROPERTY DEVELOPMENT DOO
Serbia
100%
11.685
(11.685)
-
LAMDA DEVELOPMENT SOFIA EOOD
Bulgaria
100%
363
(363)
-
ROBIES SERVICES LTD
Cyprus
90%
1.823
(1.823)
-
LAMDA DEVELOPMENT ROMANIA SRL
Romania
100%
741
(741)
-
Total
395.403
(84.841)
310.562
Annual financial report for the year ended 31 December 2021
150
The movement in investment in subsidiaries is as follows:
Amounts in € thousands
31.12.2021
31.12.2020
Opening balance
310.562
312.971
Increase / (Decrease) in share capital
301.086
(15.824)
Provision of impairment
(3.590)
(3.000)
Business combinations
-
12.393
Change in consolidation method
-
4.022
Sale of subsidiary
(1.300)
-
Closing balance
606.758
310.562
Increase / decrease in share capital
The Company, within 2021, proceeded to share capital increase in subsidiaries LAMDA ILIDA OFFICE S.M.S.A.
with an amount of €0,3m, LAMDA LEISURE S.M.S.A. with an amount of €1,4m, GEAKAT S.M.S.A. with an
amount of €0,05m, DEVELOPMENTAL Dynamic Holdings S.M.S.A. with an amount of €0,1m, HELLINIKON
GLOBAL I S.A. with an amount of €300,1m for financing purposes of the 1st installment according to the
contract of purchase and sale of shares of the company HELLINIKON S.A. (note 9), LAMDA DEVELOPMENT
(NETHERLANDS) BV with an amount of €12,2m, ATHENS OLYMPIC MUSEUM AMKE with an amount of €0,7m,
LAMDA MARINAS INVESTMENTS S.M.S.A. with an amount of €0,25m and LOV LUXEMBOURG S.A. R.L. with
an amount of €0,05 m. At the same time, the Company decreased its share capital in its subsidiary LAMDA
ESTATE DEVELOPMENT S.M.S.A. with an amount of €14,0m.
Provision of impairment for 2021
MALLS MANAGEMENT SERVICES S.M.S.A.
(700)
LAMDA DEVELOPMENT WORKS S.M.S.A..
(2.190)
LAMDA LEISURE S.M.S.A.
(700)
Total
(3.590)
Acquisition held in participation – Business combination
Acquisitions of businesses within the scope of IFRS 3 are accounted for using the acquisition method. The
consideration transferred in a business combination is measured at fair value, which is calculated as the sum
of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to
the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the
acquiree. Acquisition-related costs are generally recognised in the income statement as incurred.
Goodwill is measured as the excess of (a) the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the
acquiree (if any) over (b) the net of the acquisition-date amounts of the identifiable assets acquired and the
liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree
(if any), the excess is recognized immediately in the income statement.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or
liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at
the acquisition date that, if known, would have affected the amounts recognized at that date.
The Company at 23.01.2020 agreed to acquire from the company under the name “D- Marinas B.V.” of DOGUS
Group, the remaining 50% of the shares issued by LAMDA MARINAS INVESTMENTS S.M.S.A., which currently
held 83.39% of the shares issued by LAMDA Flisvos Holding S.A., a shareholder of the 77.23% of LAMDA
Flisvos Marina S.A. and manager of the Flisvos Marina. The purchase price amounts to €12,393 thousands and
was funded through the use of proceeds deriving from the share capital increase of 2019, according to the
decision of the Annual General Assembly of 24.06.2020 in relation to the partial redirection of funds raised.
On completion of the transfer at 20.02.2020, LAMDA DEVELOPMENT S.A. has become the sole shareholder of
LAMDA MARINAS INVESTMENTS S.M.S.A., wholly controlling LAMDA Flisvos Marina S.A. Therefore, LAMDA
Flisvos Marina S.A. which is the manager of Flisvos Marina is fully consolidated in the Company’s financial
statements. As a result, the transaction is a business acquisition and has been recognized as business
combinations under IFRS 3 Business Combinations in the Company’s annual financial statements.
Annual financial report for the year ended 31 December 2021
151
The acquisition was accounted for using the business combination method. Therefore, the total transferred
assets as well as the total liabilities of LAMDA MARINAS INVESTMENTS S.M.S.A. were valued at fair value.
The following table summarizes the fair values of assets and liabilities of the sub-group LAMDA MARINAS
INVESTMENTS SMSA at the date of acquisition 20.02.2020:
Statement of financial position
Amounts in € thousands
Tangible assets
43.140
Right-of-use assets
100.140
Intangible assets
8.602
Deferred tax assets
1.048
Trade and other receivables
1.259
Cash and cash equivalents
5.551
Total assets
159.740
Share capital and share premium
8.044
Retained earnings / (accumulated losses) and other reserves
21.240
Total equity
29.284
Borrowings
6.480
Lease liability
100.141
Net employee defined benefit liabilities
193
Deferred tax liabilities
4.883
Trade and other payables
18.759
Total liabilities
130.456
Total equity and liabilities
159.740
Fair value of acquired interest in assets
29.284
Provisional fair value of current participation
(12.616)
Provisional fair value of acquired interest attributable to non-
controlling interest
(13.862)
Goodwill
9.587
Total purchase consideration
12.393
The consideration for the acquisition of 50% of the company LAMDA MARINAS INVESTMENTS S.M.S.A.
amounts to €12,4m. The consideration was higher than the fair value of the acquired assets by €9,6m
(goodwill).
Non-controlling interests
The Group’s non-controlling interests during 31.12.2021 amount to €99,0m (31.12.2020: €94,7m) out of
which €85,8m (31.12.2020: €81,8m) comes from the subsidiary LAMDA MALLS S.A. representing 31.7% on
the LAMDA MALLS S.A. sub-group’s equity, which subsidiaries by 100% are LAMDA DOMI S.M.S.A. and PYLAIA
S.M.S.A.. Also, the Group’s non-controlling interests of €13,4m at 31.12.2021 (31.12.2020: €12,9m) come
from the sub-group LAMDA MARINAS INVESTMENTS S.M.S.A. and represent 35.6% of it’s equity.
Annual financial report for the year ended 31 December 2021
152
The main financial statements of LAMDA MALLS SA’s sub-Group are presented below:
Statement of financial position
Amounts in € thousands
31.12.2021
31.12.2020
Investment property
514.609
502.644
Other non-current assets
11.594
11.144
Receivables
9.609
8.291
Cash and cash equivalents
42.341
33.024
578.153
555.103
Deferred income tax liabilities
47.492
47.816
Long-term borrowings
148.196
151.922
Long-term lease liability
77.289
77.949
Other non-current liabilities
1.225
3.115
Short-term borrowings
3.920
2.525
Short-term lease liability
420
145
Trade and other payables
28.832
13.522
307.374
296.994
Equity
270.779
258.109
Profit/(loss) attributable to:
Equity holders of the parent
184.942
176.288
Non-controlling interests
85.837
81.821
Income statement and other comprehensive income
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Revenue
35.720
31.230
Net gain / (loss) from fair value adjustment on
investment property
10.822
(23.367)
Other operating income / (expenses) - net
(10.914)
(12.433)
Finance costs - net
(9.338)
(9.159)
Profit/(loss) before income tax
26.290
(13.729)
Income tax expense
(181)
2.419
Profit/(loss)
26.109
(11.310)
Other comprehensive income for the year
338
(631)
Total comprehensive income for the year
26.447
(11.941)
Attributable to non-controlling interests
8.384
(3.785)
Dividends paid to non-controlling interests
-
329
Cash flow statement
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Cash inflow from operating activities
20.467
7.735
Cash (outflow) / inflow from investing activities
(2.238)
(7.102)
Cash (outflow) / inflow from financing activities
(8.912)
(4.040)
Net decrease in cash and cash equivalents
9.317
(3.407)
Annual financial report for the year ended 31 December 2021
153
The main financial statements of LAMDA MARINAS INVESTMENTS S.M.S.A.’s sub-Group are presented below:
Statement of financial position
Amounts in € thousands
31.12.2021
31.12.2020
Tangible assets
40.981
42.353
Right-of-use assets
93.118
96.845
Intangible assets
16.175
16.645
Trade and other receivables
2.328
2.185
Cash and cash equivalents
11.813
5.643
164.415
163.671
Borrowings
4.673
5.577
Lease liability
98.461
99.877
Net employee defined benefit liabilities
101
217
Deferred tax liabilities
1.718
2.651
Trade and other payables
22.016
18.991
126.969
127.313
Equity
37.446
36.358
Profit/(loss) attributable to:
Equity holders of the parent
24.084
23.456
Non-controlling interests
13.362
12.902
Income statement and other comprehensive income
Amounts in € thousands
01.01.2021
to
31.12.2021
20.02.2020
to
31.12.2020
Revenue
16.108
11.240
Employee benefits expense
(1.716)
(1.332)
Depreciation
(6.123)
(6.280)
Other operating income / (expenses) - net
(1.376)
(2.408)
Finance income/(costs) net
(5.740)
(4.897)
Profit before income tax
1.153
(3.677)
Income tax expense
(454)
1.186
Profit
699
(2.491)
Other comprehensive income for the year
389
(21)
Total comprehensive income for the year
1.088
(2.512)
Attributable to non-controlling interests
400
(796)
Dividends paid to non-controlling interests
-
-
Cash flow statement
Amounts in € thousands
01.01.2021
έως
31.12.2021
Cash inflow from operating activities
10.216
Cash (outflow) / inflow from investing activities
-
Cash (outflow) / inflow from financing activities
(4.046)
Net decrease in cash and cash equivalents
6.170
Annual financial report for the year ended 31 December 2021
154
(b) Investments of the Group and the Company in associates
The Company participates in the following joint ventures:
Amounts in € thousands
31.12.2021
Company
Country of
incorporation
% interest
held
Cost
Impairment
Carrying
amount
LAMDA AKINITA S.A.
Greece
50%
4.454
(1.884)
2.570
Total
4.454
(1.884)
2.570
Amounts in € thousands.
31.12.2020
Company
Country of
incorporation
% interest
held
Cost
Impairment
Carrying
amount
LAMDA AKINITA S.A.
Greece
50%
4.454
(1.884)
2.570
Total
4.454
(1.884)
2.570
The Group participates in the following joint ventures:
Amounts in € thousands
31.12.2021
Company
Country of
incorporation
% interest
held
Cost
Share of
interest held
Carrying
amount
LAMDA AKINITA S.A.
Greece
50%
4.454
(1.916)
2.538
Total
4.454
(1.916)
2.538
Amounts in € thousands
31.12.2020
Company
Country of
incorporation
% interest
held
Cost
Share of
interest held
Carrying
amount
LAMDA AKINITA S.A.
Greece
50%
4.454
(1.906)
2.548
SINGIDUNUM-BUILDINGS DOO
Serbia
79,99%
54.105
(25.034)
29.071
Total
58.559
(26.940)
31.619
The investment of the joint venture LAMDA AKINITA S.A. is presented in the Statement of Financial Position
31.12.2021 under "Assets held for sale"» (note 9).
The movement of the consortia of the Group and the Company is analyzed as follows:
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Opening balance
31.619
36.436
2.570
6.593
Increase / (Decrease) in share capital
-
5.460
-
-
Share in profit / (loss)
(429)
(6.041)
-
-
Adjustment of investment due to acquisition of
interest held in participation
-
8.382
-
-
Acquisition of interest held in participation / Change
in the consolidation method
(28.652)
(12.618)
-
(4.023)
Assets held for sale
(2.538)
-
(2.570)
-
Closing balance
-
31.619
-
2.570
Annual financial report for the year ended 31 December 2021
155
Notes on the above-mentioned joint ventures:
• Joint ventures are structured through separate companies that provide the Group with rights to their net
assets.
• On March 16, 2021, the Group acquired from IMO Property Investments AD Beograd the remaining 20.01%
of the shares of SINGIDUNUM-BUILDINGS DOO. Until now, the Group owned 79.99% of the shares of
SINGIDUNUM-BUILDINGS DOO through the subsidiary LAMDA DEVELOPMENT (NETHERLANDS) B.V .. With
the completion of the transaction on 16.03.2021, LAMDA DEVELOPMENT S.A. becomes the sole shareholder
and acquires the control of SINGIDUNUM-BUILDINGS DOO, controlling the subsidiary LAMDA
DEVELOPMENT (NETHERLANDS) B.V .. Following the above, SINGIDUNUM-BUILDINGS DOO is consolidated
by the method of full consolidation in the financial statements.
• In December 2021 the Company agreed to sell the percentage (50%) of the shares held in the joint venture
LAMDA AKINITA S.A. The transaction was completed on 01.02.2022.
(c) Investments of the Group and the Company in associates
The Company participates in the following associates’ equity:
Amounts in € thousands
31.12.2021
Company
Country of
incorporation
% interest
held
Cost
Impairment
Carrying
amount
ATHENS METROPOLITAN EXPO S.A.
Greece
11,67%
1.167
-
1.167
STOFERNO S.A.
Greece
25,00%
300
-
300
Total
1.467
-
1.467
In February 2021 the Company acquired 25% of the shares of STOFERNO S.A. against a total price of €0,3
m. STOFERNO S.A. is active in the courier industry.
Amounts in € thousands
31.12.2020
Company
Country of
incorporation
% interest
held
Cost
Impairment
Carrying
amount
ATHENS METROPOLITAN EXPO S.A.
Greece
11,67%
1.167
-
1.167
Total
1.167
-
1.167
The Group participates in the following associates’ equity:
Amounts in € thousands
31.12.2021
Company
Country of
incorporation
% interest
held
Cost
Share of
interest held
Carrying
amount
ATHENS METROPOLITAN EXPO S.A.
Greece
11,67%
1.167
-
1.167
SC LAMDA MED SRL
Romania
40,00%
933
1.173
2.106
STOFERNO S.A.
Greece
25,00%
300
(89)
211
Total
2.400
1.084
3.483
Amounts in € thousands
31.12.2020
Company
Country of
incorporation
% interest
held
Cost
Share of
interest held
Carrying
amount
ATHENS METROPOLITAN EXPO S.A.
Greece
11,67%
1.167
-
1.167
SC LAMDA MED SRL
Romania
40,00%
933
1.140
2.073
Total
2.100
1.140
3.240
Annual financial report for the year ended 31 December 2021
156
The movement of associates of the Group and the Company is as follows:
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Opening balance
3.239
3.444
1.167
1.167
Share capital increase
300
-
300
-
Share in profit / (loss)
(56)
198
-
-
Decrease in share capital
-
(200)
-
-
Dividend contribution
-
(203)
-
-
Closing balance
3.483
3.239
1.467
1.167
(d) Assets held for sale
1. LAMDA ILIDA OFFICE S.M.S.Α
On 05.05.2021 the Company signed a contract with the company "Prodea Investments" for the sale of all the
shares held by the Company in its 100% subsidiary LAMDA ILIDA OFFICE S.M.S.A. The sale of the shares was
completed on 17.12.2021 and the gross sale price amounted to €10,9m (the net price after repayment of an
intragroup loan owed by the Company to LAMDA ILIDA OFFICE S.M.S.A. amounted to €0,3m). LAMDA ILIDA
OFFICE S.M.S.A. at the time of the transfer of the shares it had a claim from the subsidiary of the L.O.V.
S.M.S.A. amount of €30,0m which is an advance of LAMDA ILIDA OFFICE S.M.S.A for the future purchase of
the office building "Ilida Business Center" in the context of a relevant pre-signed agreement. This property
(net book value €30m), as well as the Group's liability (€30,0m) to LAMDA ILIDA OFFICE S.M.S.A are
presented according to IFRS 5 in the Statement of Financial Position of the Group on 31.12.2021 as "Assets
classified as held for sale" and " Liabilities directly associated with assets classified as held for sale"
respectively. The final transfer of this property was completed on 11.03.2022. LAMDA ILIDA OFFICE S.M.S.A.
is presented in the functional section "GREECE - Other investment property and land" (note 5).
The assets held for sale by LAMDA ILIDA OFFICE S.M.S.A. on 30.11.2021 amounted to €(1,3m), forming the
gross profit from the sale to €1,6m. Subtracting the expenses related to the sale, the net profit from the sale
amounted to €1,2m, which are presented in the Income Statement of the Group (line "Gain on disposal of
subsidiary"). The net cash outflow of the Group during the sale of LAMDA ILIDA OFFICE S.M.S.A. amounted
to €0,4m, consisting of the net sale price and the derecognition of LAMDA ILIDA OFFICE S.M.S.A.
Gain on disposal of the subsidiary LAMDA ILIDA OFFICE S.M.S.A. at Company level amounted to €9,6m, which
are presented in the Income Statement of the Group (line "Gain on disposal of subsidiary").
2. LAMDA AKINITA S.A.
In December 2021 the Company agreed to sell the percentage (50%) of the shares held in the joint venture
LAMDA AKINITA S.A. for a price of €2,58m. LAMDA AKINITA S.A. owns a plot of land on Viltanioti Street in
Kato Kifissia. The transaction was completed on 01.02.2022. The above joint venture is presented in the
functional sector "GREECE - Other investment property and land" (note 2.2). The Investment of the Group
and the Company in the affiliated company LAMDA AKINITA S.A. is presented on 31.12.2021 in the line "Assets
classified as held for sale" according to IFRS 5.
(e) Asset acquisition as per IFRS 3 par 2(b)
Pursuant to paragraph 2 (b) of IFRS 3 "Business combinations", in cases of acquisition of subsidiaries, which
do not fall within the definition of business association but constitute the acquisition of assets or group of
assets that are not a business, the acquirer recognizes the individual identifiable assets and liabilities at cost,
which is allocated to the individual identifiable assets and liabilities based on their relative fair values at the
acquisition date. In addition, such transactions do not result in goodwill.
1. HELLINIKON S.A.
On 14.11.2014 a “share sale and purchase agreement” (the “SPA”) was signed between a) the Hellenic
Republic Asset Development Fund – (the “HRADF”) (as the Seller), b) HELLINIKON GLOBAL I S.A., a wholly
owned (100%) subsidiary of the Company (as the Purchaser) and c) the Company (as the Guarantor of the
Purchaser) for the acquisition of 100% of the shares of HELLINIKON S.A. On July 19, 2016 an “amendment
agreement” (the “Amendment Agreement”) was signed by the same parties. On September 26, 2016, by Law
4422/2016 (Government Gazette A' 181/27.09.2016), the SPA and the Amendment Agreement (together the
“Agreement”) were ratified by the Hellenic Parliament. On 15.06.2021 the SPA and the Amendment Agreement
were also signed by the Hellenic Republic (as a third party undertaking certain obligations). Finally, on
Annual financial report for the year ended 31 December 2021
157
25.06.2021, following the fulfillment of certain conditions precedent that were provided in the SPA, HRADF
and HELLINIKON GLOBAL I S.A. signed the Share Transfer Agreement for the acquisition of 100% of the share
capital of HELLINIKON SA, in accordance with the respective provisions of the SPA. On that date, i.e. on 25
June 2021, which represents the date of acquisition of HELLINIKON S.A. by the Group, the shares of
HELLINIKON S.A. were also transferred to HELLINIKON GLOBAL I S.A.
Under the Agreement, the Group is committed (a) to procure the development of the Metropolitan Pole of
Ellinikon – Agios Kosmas (the “Site”) by the Company in compliance with the Business Plan and the Integrated
Development Plan (as these are defined in the SPA) and that Hellinikon S.A. incurs capital expenditures, for
development and infrastructure works and the implementation of the Integrated Development Plan, amounting
to €4,6bn within a 15-year period and (b) to ensure i) funding of HELLINIKON S.A. in accordance with the
Business Plan and the SPA for the purposes of implementing the entirety of the Integrated Development Plan
ii) that its debt to shareholders contribution ratio does not exceed 3:1 and iii) the provision of bank guarantees
for the deferred amount of the consideration paid.
The consideration paid for the acquisition of HELLINIKON S.A.’s shares, as stated in the Agreement, comprises
of a fixed amount of €915m payable in instalments over a 10-year period, plus a variable component (“Earn
out right”) which is contingent upon the achievement of an investment return on the development project
above a specified threshold. At the date of the acquisition, the initial instalment of €300m was paid. The Group
calculated the present value of the consideration paid at the date of the acquisition at the amount of €792,8m,
using a discount rate of 3,4%. According to the estimation of the Group Management, at reporting date, no
payments of earn out right to the seller are expected. According to the Agreement the variable consideration
applies from the seventh anniversary of the acquisition of Ellinikon.
Analysis for the total purchase price for the share of HELLINIKON S.A.:
Amounts in € thousands
Conventional payment dates
30.6.2021
300.000
30.6.2023
166.650
30.6.2027
8.350
30.6.2028
220.000
30.6.2031
220.000
Total
915.000
Amounts in € thousands
GROUP
Balance as at 31.12.2020
-
Acquisition of shares of HELLINIKON S.A. – Present value
792.752
Payment 1
th
installment
(300.000)
Finance costs (note 29)
8.493
Balance as at 31.12.2021
501.245
At the date of the acquisition by the Group, HELLINIKON S.A.’s principal assets comprised of freehold land
and 99-year leasehold (“surface rights”) on land, aggregating 6 million square meters.
Based on the Group’s business plan, some land plots of the Site will be sold either as land or after development
into properties, some land plots will be leased out to third parties either as land or after development into
properties and some others will be used by the Group for the provision of its services or for administrative
purposes.
Prior to the acquisition by the Group, HELLINIKON S.A. had no significant activities; HELLINIKON S.A.’s
activities were related mainly to the operation of Agios Kosmas Marina, which represented the major revenue
stream for the company. The acquisition of the shares of HELLINIKON S.A. has been accounted for as an asset
acquisition since the transaction did not satisfy the definition of a business under IFRS 3 «Business
combination».
The Group accounted for the acquisition of HELLINIKON S.A. based on IFRS 3 par.2(b), taking into account
the IFRIC agenda decision issued in November 2017 for accounting of asset acquisitions. In this respect, the
Group measured the individual identifiable assets acquired and liabilities assumed at the consideration paid
based on their relative fair values at the date of acquisition.
Annual financial report for the year ended 31 December 2021
158
The Group recognized the following assets and liabilities upon acquisition of HELLINIKON S.A.:
Amount in € thousands
Investment property
540.344
(1)
Right-of-use assets
26.619
(1) & (2)
Tangible assets
8.371
Intangible assets
1.691
Inventories
804.738
(1)
Trade and other receivables
1.082
Cash and cash equivalent
794
Trade and other payables
(362)
Provision for infrastructure
(590.528)
(3)
Total present value
792.749
1. The land of the Site acquired was classified as inventories, investment property and right-of-use assets
based on Management’s intended use (i.e. sale, lease etc.) and the Group’s rights on land (i.e. owned
land and surface right on land).
2. Right-of-use assets relate to surface right on land. Out of the total amount of €26,6m, the amount of
€8,8m relates to leasehold land that meets the definition of property, plant and equipment and the
amount of €17,8m relates to leasehold land that meets the definition of inventory. Leasehold land of
total amount €190,2m that meets the definition of investment property is presented in the line item
“Investment property”.
3. Provision for infrastructure relates to the Group’s contractual unavoidable obligation, stipulated by the
Agreement, to perform, within a specified time period, infrastructure investments of public interest,
such as building of roads, utility networks, underpasses and flyovers etc., which will be delivered to
the competent organizations and bodies upon completion/construction with no consideration. The
amount of €590,5m represents the present value of the Management’s best estimate of the
expenditure required to construct this infrastructure, using a discount rate of 3,4%. The corresponding
amount is included as part of the cost of the assets under development, classified as investment
property, tangible assets and inventories.
On the Site, the Group will carry out the “Ellinikon project”, a large urban development project which is
expected to take 25 years to complete. The Ellinikon project will comprise:
- Total sqm to be built are approximately 2,7m sqm, which will mainly include residential housing, hotels,
shopping centers, offices, sports and cultural centers, health and education centers and infrastructure;
- A Metropolitan Park of approximately 2m sqm (including 300.000 sqm of buildable area being part of the
total buildable area above). The Metropolitan Park will be operated by the Group and will be income generating
(for example from the shops, sports facilities and museums that will be built within the park); and
- The enhancement of the 3,5 km coastal front, including the exploitation and operation of a 337 berths Marina.
2. SINGIDUNUM-BUILDINGS DOO
The Company on 16.03.2021 agreed to acquire from IMO Property Investments AD Beograd the remaining
20.01% of the shares of the company Singidunum-Buildings DOO, which until now owned 79.99% of the
shares of Singidunum-Buildings DOO through of the subsidiary LAMDA Development (Netherlands) BV..
Upon completion of the transaction on 16.03.2021, LAMDA DEVELOPMENT S.A. becomes the sole shareholder
and acquires the control of Singidunum-Buildings DOO, through the control of the subsidiary LAMDA
Development (Netherlands) B.V.. Following the above, Singidunum-Buildings DOO is consolidated by the
method of full consolidation in the financial statements of the Company. Consequently, the transaction
constitutes an acquisition of an asset, since the above entity has no operation other than holding land
(inventories), and has been recognized based on the scope of IFRS 3 "Business Combinations" in the financial
statements as at 30.06.2021. Therefore, the total transferred assets as well as the total liabilities of
Singidunum-Buildings DOO were valued at fair value.
Annual financial report for the year ended 31 December 2021
159
The following table summarizes the provisional value of the assets and liabilities of Singidunum-Buildings DOO
at the acquisition date of the remaining 20% on 16.03.2021:
Amount in € thousands
Tangible assets
60
Inventories
72.945
Trade and other receivables
174
Cash and cash equivalents
5
Borrowings
(37.520)
Trade and other payments
(512)
Net asset value
35.152
Minus: value of current investment in Singidunum –
Buildings DOO
(28.652)
Consideration paid 20,01%
6.500
The consideration paid for the acquisition of 20,01% of the company Singidunum-Buildings DOO amounted to
€6,50mil. The consideration was lower than the value of the assets and liabilities acquired by €669k and as a
result the resulting difference has been included in the cost of inventories in the consolidated financial
statements.
10. Inventories
Amounts in € thousands
GROUP
31.12.2021
31.12.2020
Land for sale
25.528
25.528
Property for sale
1.244
1.244
Property under development
940.803
-
Merchandise
8
-
Total
967.583
26.772
Minus: provision for impairment
Land for sale
(18.708)
(18.678)
Property for sale
(678)
(678)
(19.386)
(19.356)
Net realisable value
948.197
7.416
Non-current assets
606.051
-
Current assets
342.146
7.416
Total
948.197
7.416
At the reporting date, inventory include land for sale, property for sale and property under development for
the purpose of future sale within the ordinary course of business of the Group and are being measured at the
lower of cost and net realizable value (NRV).
Property under development
Balance as at 31.12.2020
-
Additions due to acquisition of HELLINIKON S.A. (note 9)
804.738
Infrastructure cost
11.962
Transfers from investment property – at fair value (note 6)
6.493
Transfers from investment property – at cost (note 6)
14.431
Changes in infrastructure costs (note 22)
30.234
Acquisition of interest held in participation (note 9)
72.945
Balance as at 31.12.2021
940.803
Inventories that have been classified as current assets include land under construction, amounting to €261,8m,
which related to plots of land in Elliniko, that are expected to be sold directly to third parties within the normal
operating cycle of the Group at the beginning of investment period.
Inventories that have been classified as non-current assets, amounting to €606,1m relate to land and land of
the area in Elliniko, which the Group intends to keep for their development and sale beyond the usual operating
cycle and for the duration of the investment period.
In addition to the above, at the reporting date the Group owns plots for sale in Greece in the Perdika area of
Aegina with a fair value of €5,9m (31.12.2020: €5,9m), as well as in the Balkans and more specifically in
Montenegro at Budva with a fair value of €1,0m (31.12.2020: €1,0m).
The Company does not hold inventory as at 31.12.2021.
Annual financial report for the year ended 31 December 2021
160
11. Trade and other receivable
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Trade receivables
21.044
21.909
1.829
43
Minus: provision for impairment of trade receivables
(11.159)
(9.241)
-
-
Trade receivables – net
9.885
12.668
1.829
43
VAT receivable and other receivables from Public
sector
25.234
11.431
12.535
10.649
Receivables from refund of property transfer tax
16.323
16.323
-
-
Government rebate from rent reduction
4.366
-
-
-
Preliminary expenses related to the development in
the Ellinikon site
-
21.282
-
19.160
Prepaid land lease
9.164
9.373
-
-
Receivables for related parties (note 22)
31
40
45.591
574
Loans to related parties (note 22)
3.301
3.193
87.533
9.681
Deferred expenses
6.824
3.375
4.679
1.936
Dividends receivables
-
203
24.882
16.303
Minus: provision from impairment
(58)
(342)
(75)
(11)
Other receivables
4.063
2.638
493
1.050
Total
79.133
80.184
177.467
59.385
Receivables analysis:
Non-current assets
29.225
29.479
84.594
9.883
Current assets
49.908
50.705
92.873
49.502
Total
79.133
80.184
177.467
59.385
State compensation from discounts on rents
According to the Legislative Content Act (GG A’ 68) and subsequent ministerial decisions, the associate
shopkeepers/tenants were exempted from the obligation to pay their full rent for the months of January to
May 2021. Respectively for the same period the Government will compensate the Group by paying 60% of the
rents. The government has extended the measure of reduction of professional leases by 40% and 100% with
a corresponding compensation of 60%, for the months of June and July to specific categories of entrepreneurs.
The total amount of state compensation, from discounts on rents, granted for the period from January to June
2021 amounted to €16,4m out of which up to 31.12.2021 an amount of €12,4m has been collected. Within
the first quarter of 2022, an additional €1,8m has been collected.
Preliminary costs for the development of the Property in Ellinikon
The preliminary expenses for the development of the Property in Ellinikon relate to any kind of remuneration
of third parties (indicatively of designers, civil engineers, technicians, architects and other consultants and
other experts), as well as includes apportionment of remuneration and benefits for staff employed directly for
respective purposes and work, in the context of the development of the Property during the period before the
acquisition of the shares of HELLINIKON S.A.. At the balance sheet date, all expenses at Group level have
been redistributed and recognized as cost-additions to the individual assets (tangible assets, right of use
assets, inventories and investment properties). On a standalone level and after the acquisition of HELLINIKON
S.A. the relevant receivable has been redistributed as a receivable from related parties (Note 21).
The classification of the item “Trade and Other Receivables” of the Group and the Company to financial and
non-financial assets and the expected credit loss (ECL) allowance for financial assets as at 31 December 2021
and 31 December 2020 is presented below:
GROUP
Simplified
approach
General approach
Total
Financial assets
Stage 1
Stage 2
Stage 3
Gross carrying amount 31.12.2021
49.129
49.129
ECL (Expected Credit Loss) allowance
(11.217)
-
-
-
(11.217)
Net carrying amount 31.12.2021
37.912
-
-
-
37.912
Non-financial assets 31.12.2021
41.222
-
-
-
41.222
Total trade and other receivables 31.12.2021
79.134
-
-
-
79.134
Annual financial report for the year ended 31 December 2021
161
Company
Simplified
approach
General approach
Total
Financial assets
Stage 1
Stage 2
Stage 3
Gross carrying amount 31.12.2021
75.793
-
-
115.728
191.521
ECL (Expected Credit Loss) allowance
(75)
-
-
(31.193)
(31.268)
Net carrying amount 31.12.2021
75.718
-
-
84.535
160.253
Non-financial assets 31.12.2021
17.214
-
-
-
17.214
Total trade and other receivables 31.12.2021
92.932
-
-
84.535
177.467
GROUP
Simplified
approach
General approach
Total
Financial assets
Stage 1
Stage 2
Stage 3
Gross carrying amount 31.12.2020
65.588
65.588
ECL (Expected Credit Loss) allowance
(9.583)
-
-
-
(9.583)
Net carrying amount 31.12.2020
56.005
-
-
-
56.005
Non-financial assets 31.12.2020
24.179
-
-
-
24.179
Total trade and other receivables 31.12.2020
80.184
-
-
-
80.184
Company
Simplified
approach
General approach
Total
Financial assets
Stage 1
Stage 2
Stage 3
Gross carrying amount 31.12.2020
40.033
-
-
70.863
110.896
ECL (Expected Credit Loss) allowance
(11)
-
-
(64.085)
(64.096)
Net carrying amount 31.12.2020
40.022
-
-
6.778
46.800
Non-financial assets 31.12.2020
12.585
-
-
-
12.585
Total trade and other receivables 31.12.2020
52.607
-
-
6.778
59.385
• Expected credit loss (ECL) allowance - Simplified approach
The Group and the Company apply the simplified approach mainly on restricted cash, prepayments to third
parties and other receivables. Specifically, the Group applies the simplified approach on lease receivables by
using a credit loss provisioning table based on maturity of outstanding claims whereas the Company on trade
receivables from sales to related parties.
The Group taking into account the impact from the Covid-19 pandemic, applied certain ECL approaches at
sectors that were significantly affected mainly in the Food & Beverage and cultural units.
• Expected credit loss (ECL) allowance - General approach
The Company applies the general approach on receivables from loans and interest from related parties.
Stage 3 includes loans amounting to €101,2m, impaired by €16,7m, granted by the parent company to its
subsidiaries HELLENIKON S.A., LAMDA DEVELOPMENT ROMANIA SRL, LAMDA DEVELOPMENT SOFIA EOOD,
ROBIES SERVICES LTD and LAMDA DEVELOPMENT MONTENEGRO DOO (note 33). For these loans, interest
receivables of €14,6m have been recognized which have been impaired by €14,2m. The financial assets at
Stage 3 are considered impaired and credit losses are recognized for the duration of the loan.
During 2021, the Group according to IFRS 9 recognized expected credit loss amounting €2,220 thousands
which relates to trade and other receivables, as well as time and restricted cash deposits (notes 26 and 28).
VAT and Public Sector receivables
Regarding the VAT receivables, the amount is not discounted. The VAT receivables can be presented as
receivables to be set-off up to 5 years and can be set-off with VAT payables.
For “VAT receivables and receivables from Public Sector” item no expected credit loss provision has been
applied.
Receivables from property transfer tax
Additionally, LOV had to pay for the transfer of specific real property in the past (on 2006), property transfer
tax of approximately €13,7m, reserving its rights with regard to this tax and finally taking recourse to the
administrative courts against the silent rejection of its reservations by the competent Tax Authority. In 2013
Annual financial report for the year ended 31 December 2021
162
the said recourse was accepted in part and the re-calculation of the owed property tax was ordered, which led
to the returning to LOV of an amount of approximately €9,5m. Further to appeals on points of law filed by
both parties, the Council of State rejected LOV’s appeal and accepted the Hellenic Republic’s appeal;
consequently the case was referred back to the Administrative Court of Appeals, which initially postponed the
issue of a final decision and obliged the parties to adduce evidence for the determination of the market value
of the property; after resuming hearing of the case, the Administrative Court of Appeals finally rejected the
recourse, determined the taxable value of the property and obliged the competent Tax Authority to re-calculate
the transfer tax due upon the new taxable value. Following this decision, LOV had to pay transfer tax of
approximately €16,3m. Filing of an appeal on points of law is pending and is estimated by the legal counsels
of the Company to have high chances of success. In specific, grounds of appeal challenging re-calculation of
transfer tax upon the market value of the property, to the extent it exceeds the objective value, are expected
to succeed with very high probability.
12. Cash and cash equivalents
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Cash at bank
152.013
58.884
31.485
5.282
Short-term deposits
10.000
824.000
-
824.000
Cash in hand
389
271
20
70
Total
162.402
883.155
31.505
829.352
Taking into account the credit status of the banks that the Group keeps its current accounts, no significant
credit losses are anticipated. The above comprise the cash and cash equivalents used for the purposes of the
cash flow statement.
The significant reduction in cash at bank compared to 31.12.2020 occurs as on 25.06.2021 due to the contract
for the transfer of shares that was signed for the acquisition of 100% of the share capital of "HELLINIKON
S.A." by "HELLINIKON GLOBAL I S.A.", a 100% subsidiary of LAMDA DEVELOPMENT S.A., in accordance with
the provisions of the Share Purchase Agreement dated 14.11.2014. In the context of the above, the first
instalment of the Share Acquisition Price amounting to €300m (note 9) was paid by "HELLINIKON GLOBAL I
S.A.". In addition, the change on a Company and Group level concerns a deposit pledge of €377m in order to
secure a bond loan to finance the Ellinikon project (note 18).
Regarding the deposits and cash at bank of the Group and the Company, those are placed in banks that are
classified in the external credit rating of Moody’s. A further analysis of the credit risk of bank cash is presented
in note 3.1.b.
As for the cash at bank and cash in hand of the Group and the Company, those are placed in banks that are
classified in the external credit rating of Moody’s. As for the deposits and bank assets of the Group and the
Company, they are placed in banks that are classified in the external credit rating of Moody’s. A further analysis
of the credit risk of bank cash is presented in note 3.1.b.
13. Restricted cash
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Cash at bank
377.000
-
377.000
-
Total
377.000
-
377.000
-
Non-current assets
167.000
-
167.000
-
Current assets
210.000
-
210.000
-
Total
377.000
-
377.000
-
In order to secure the bond loan, which was signed by the Company with the banks " Eurobank S.A." and
"Piraeus Bank S.A.", from which is expected to cover part of the amount of funds that the Group will invest
within the first five years for the development of the Property (note 9), the Company granted a cash collateral
of €167m which will be released, for the payment of the 2nd installment of the Share Acquisition Price of
"HELLINIKON S.A." on the 2nd anniversary of the Transfer Date and an additional amount of €210m for the
payment of the initial share capital of the special purpose companies that will be established for the commercial
development on Vouliagmenis Avenue (Vouliagmenis Mall) and the commercial development within the area
of the marina of Aghios Kosmas (Riviera Galleria).
Annual financial report for the year ended 31 December 2021
163
14. Financial instruments by category
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Financial assets
Debt instruments at amortized cost:
Trade and other receivables
9.827
12.668
1.829
43
Receivables from related parties
31
40
45.591
574
Loans to related parties
3.301
3.193
87.533
9.681
Dividend receivables
-
203
24.882
16.303
Other financial assets
8.429
23.578
418
20.199
Cash and cash equivalent
162.402
883.155
31.505
829.352
Restricted cash
377.000
-
377.000
-
Equity instruments at fair value through profit or
loss:
Other financial assets
1
756
-
756
-
Derivatives at fair value through profit or loss:
Derivative financial instruments
310
-
-
-
1
Other financial assets relates to corporate non-listed bonds that have been classified to the level 3 of the fair value
measurement hierarchy.
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Financial liabilities
Financial liabilities at amortized cost:
Trade and other payables
35.391
12.182
13.722
2.849
Liabilities to related parties
-
-
6.888
5.974
Loans from related parties
-
-
40.002
56.485
Interest payable
5.507
5.697
4.926
4.926
Dividends payable
4.602
-
-
-
Property pre-sales HELLINIKON S.A.
23.200
-
500
-
Other financial payables
13.088
13.388
11
1.457
Borrowings (bank and bond loans)
715.804
713.505
314.098
313.162
Consideration payable for the acquisition of
HELLINIKON S.A.
501.245
-
-
-
Derivatives at at fair value through profit or loss:
Derivative financial instruments
-
673
-
-
Derivatives at at fair value through OCI:
Derivative financial instruments
376
1.577
-
-
15. Share capital and share premium
Amounts in € thousands
Number of
shares
Ordinary
shares
Share
premium
(after
transaction
costs)
Total
1 January 2020
176.736.715
53.021
970.835
1.023.856
Transaction costs
-
-
720
720
31 December 2020
176.736.715
53.021
971.555
1.024.576
1 January 2021
176.736.715
53.021
971.555
1.024.576
Change in income tax rate
-
-
(68)
(68)
31 December 2021
176.736.715
53.021
971.487
1.024.508
Share’s nominal value of the Company is €0,30.
Annual financial report for the year ended 31 December 2021
164
16. Treasury shares
Treasury shares schedule 24.06.2021-23.06.2023
The Annual Ordinary General Meeting of the Company's Shareholders, during the meeting of 23.06.2021,
approved the purchase of own shares within a period of 24 months, ie from 24.06.2021 to 23.06.2023, up to
10% of its total share capital, with maximum purchase price of 14.00 euros per share and minimum purchase
price equal to the nominal value, ie 0,30 euros per share and instructed the Board of Directors to implement
this decision, in cases where it deems it necessary. The Board of Directors of the Company during its meeting
on 23.06.2021, decided to proceed with the implementation of the above decision, judging that this served its
interests.
According to the above, the total number of treasury shares held by the Company on 31.12.2021 amounts to
533,292 treasury shares, which represent 0,302% of the total number of common registered shares of the
Company.
Number of
shares
Treasury share
in € thousands
1 January 2021
-
-
Acquisition of treasury
shares
533.292
(3.729)
31 December 2021
533.292
(3.729)
17. Other reserves
Amounts in € thousands
Statutory –
Tax-free
reserves
Hedging
reserves
1
Employees
share
option
scheme
Cumulative
actuarial
gains
1
Currency
translation
differences
Total
GROUP
1 January 2020
7.549
(403)
-
(28)
45
7.163
Changes during the year
1.847
(416)
198
(19)
(1)
1.609
31 December 2020 ²
9.396
(819)
198
(47)
44
8.772
1 January 2021
9.396
(819)
198
(47)
44
8.772
Changes during the year
696
619
7.139
(72)
102
8.484
31 December 2021
10.092
(200)
7.337
(119)
146
17.256
¹ Reserves from the cumulative actuarial losses and the hedging reserves are disclosed net of deferred tax.
² Comparative figures of 31.12.2020 for the Group have been restated due to revised IAS 19 (note 2.2)
Amounts in € thousands
Statutory – Tax-
free reserves
Employees share
option scheme
Cumulative
actuarial gains
1
Total
COMPANY
1 January 2020
2.970
-
-
2.970
Changes during the year
-
198
(36)
162
31 December 2020 ²
2.970
198
(36)
3.132
1 January 2021
2.970
198
(36)
3.132
Changes during the year
-
7.139
(53)
7.086
31 December 2021
2.970
7.337
(89)
10.218
¹ Reserves from the cumulative actuarial losses are disclosed net of deferred tax.
² Comparative figures of 31.12.2020 for the Company have been restated due to revised IAS 19 (note 2.2)
Statutory reserve - Special and extraordinary reserves - Tax free reserve
(a) A legal reserve is created under the provisions of Greek law (Law 2190/20, articles 44 and 45) according
to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to the reserve
until it reaches one third of the paid share capital. The legal reserve can only be used, after approval of the
Annual General meeting of the shareholders, to offset retained losses and therefore can not be used for any
other purpose.
Annual financial report for the year ended 31 December 2021
165
(b) Tax-free and special taxed reserves are created under the provisions of tax law from tax free profits or
from income or profits taxed under special provisions.
The above-mentioned reserves can be capitalised or distributed, after the approval of the Annual General
meeting, after taking into consideration the restrictions which will apply at each time. The Group does not
intent to distribute or capitalise these reserves and therefore did not account for the tax liability which would
arise in such case.
Stock option plan
The Stock Acquisition Program Reserve concerns a program for the provision of stock option options to the
Company's employees, as well as to the employees of its affiliated companies within the meaning of Article 32
of Law 4308/2014.
The Extraordinary General Meeting of the Company's Shareholders, held on Tuesday, December 22, 2020,
approved the establishment and implementation of a Share Allocation Program in the form of stock options,
in accordance with the provisions of article 113 of Law 4548/2018 to executives of the Management and the
staff of the Company, as well as to the staff of companies affiliated to it within the meaning of article 32 of
Law 4308/2014 (hereinafter the Program).The stock option for acquisition of shares are divided into a) "Initial
rights", which will amount to a maximum of 5,500,000 shares of the Company (ie 3.112% of the share capital
of the Company) and b) "Additional rights", which will amount to a maximum of up to 2,750,000 shares of the
Company (ie 1.556% of the share capital of the Company). The offering price of each share available under
the Program is set at 6,70 euros. In order to satisfy the options that will be exercised within the framework of
the Program, the Company will proceed to a corresponding increase of its share capital and issue of new
shares, in accordance with the provisions of article 113 of Law 4548/2018. The duration of the Program is set
at six (6) years, starting from December 2020 and ending in December 2026. The Extraordinary General
Meeting of Shareholders approved the granting of authorization to the Board of Directors, as determined by
the beneficiaries of the Program, the specific conditions for granting and exercising the rights, as well as any
other condition deemed necessary or expedient for the implementation of the Program, the relevant legal
framework and the best practices applied by the Company, within the responsibilities of the Board of Directors.
The purpose of the Program is to recognize the contribution of the Company's personnel / Executives in
increasing the value of the Company and to provide the possibility of long-term capital investment, by creating
"ownership interest" and finally, by linking the performance of each participant with corporate performance
The Board of Directors of the Company, upon the relevant recommendation of the Chief Executive Officer, is
solely responsible for the selection at its sole discretion of those Participants, to whom DPAM will be granted,
while determining the number of DPAM granted to each Beneficiary, the contribution of each Beneficiary to
the work and performance of the Company and the Group, in combination with its operational level of
responsibility. Detailed report on the Program is made at the Company's website www.lamdadev.com.
The rights that mature and for whatever reason were not exercised in the respective years, may be exercised
in whole or in part until December 2026. Upon exercise of the options, the revenue collected, after deducting
any transaction costs, is credited to the share capital (at nominal value) and at share premium.
The exercise price of the options has been determined by the General Assembly.
The estimated appraisal value of the fair value of the initial options granted during the year ended 31 December
2020 was €3,33 per option. This value includes all possible scenarios regarding the chances of exercising and
the additional rights. The fair value at the date of issue is determined independently, using the model "Binomial
options pricing model" which includes Monte Carlo simulation taking into account the exercise price, the
duration of the option, the impact of impairment of earnings per share (where significant), the date of purchase
of the share and the expected volatility of the share prices, the expected return on dividends, the risk-free
interest rate for the duration of the option and the correlations and fluctuations of the group companies.
The assumptions of the model include:
a) the options are granted in relation to the services provided and mature in 2, 3, or 5 years. Mature rights
can be exercised in whole or in part until December 2026.
b) exercise price: €6,70
c) date of concession: 23 December 2020
d) expiry date: 22 December 2026
e) share price at the date of concession: €7,11
f) expected volatility of the Company's share price: 36.3%
g) expected dividend yield: 0%
h) interest - free interest rate: 0%.
Annual financial report for the year ended 31 December 2021
166
Expected price volatility is based on historical volatility (based on the remaining life of the rights), adjusted
for any expected future changes due to publicly available information.
During 2021 no rights have been exercised by the beneficiaries of the above program, since the first maturity
date of the options is 22 December 2022.
On 31.12.2021 the total outstanding (not exercised) options were 8.250.000.
The total fair value of the rights, which was valued based on "Binomial options pricing model", amounted to
€18,3m from which amount of €7,139 thousands was recorded in the income statement of 2021.
18. Borrowings
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Non-current borrowings
Common bond Loan – Public
314.098
313.162
314.098
313.162
Bond Loans – Banks
357.487
386.237
-
-
Total non-current borrowings
671.585
699.399
314.098
313.162
Current borrowings
Bond Loans – Banks
44.219
14.106
-
-
Total current borrowings
44.219
14.106
-
-
Total borrowings
715.804
713.505
314.098
313.162
Movement in borrowings is as per below:
1.1-31.12.2021
Amounts in € thousands
GROUP
COMPANY
Balance as at 1 January 2021
713.505
313.162
Common Bond loans – Public
10.870
-
Business combination (note 9)
37.520
-
Refinance of Bond loans – Banks
4.900
-
Recognition of interest at fair value
652
-
Borrowings transaction costs – amortization
1.516
936
Borrowings transaction costs
(32)
-
Repayment of borrowings
(30.465)
-
Sale of subsidiary (note 9)
(22.662)
Balance as at 31 December 2021
715.804
314.098
1.1-31.12.2020
Amounts in € thousands
GROUP
COMPANY
Balance as at 1 January 2020
439.098
89.128
Common Bond Loans – Public
320.000
320.000
Bond loans – Banks
210.000
-
Business combination
6.480
-
Recognition of interest at fair value
721
-
Borrowings transaction costs – amortization
1.295
402
Borrowings transaction costs
(9.488)
(7.240)
Repayment of borrowings
(254.602)
(89.128)
Balance as at 31 December 2020
713.505
313.162
Bank bond loans are secured by mortgages and promissory notes on the Group’s investment properties (note
6), in some cases by additional pledging the shares of each subsidiary (note 9), as well as/or by assigning
receivables from subsidiaries that have loans and insurance claims.
The total borrowing as at 31.12.2021 includes unamortized bond issue costs amounting to €8,7m (31.12.2020:
€10,2m), out of which amount of €0,6m corresponds to short-term borrowing while the remaining €8,1m to
Annual financial report for the year ended 31 December 2021
167
long-term borrowing. Part of the unamortized costs are the unamortized issue costs for the Joint Bond Loan
issued by the Company on July 21, 2020 which amount to €5,9m on 31.12.2021.
Short-term borrowing at consolidated level compared to the comparative reporting period appears to be
increased mainly due to the loans of Singidunum-Buildings DOO after the acquisition of control in March 2021
(note 9).
As at 31.12.2021, the short-term bank bond loans mainly include the bank bond loan of the subsidiary
SINGIDUNUM-BUILDINGS DOO, with the credit institutions "Eurobank Cyprus Limited", "Alpha Bank S.A." and
"Direktna Banka AD Kragujev" outstanding €30,0m on 31.12.2021, expiring on 30.06.2022. The Group is in
the process of refinancing this loan. Also, the subsidiary L.O.V. S.M.S.A. ("LOV") signed on 23.06.2020 with
the credit institution under the name "National Bank of Greece A.E." ("NBG") program and coverage agreement
for the issuance of a bond loan of up to €220m, lasting seven years with three distinct series. As at 31.12.2021
the short-term part of this loan amounts to €5,4m. Finally, the joint bond loan of LAMDA FLISVOS MARINA
A.E. with Piraeus Bank maturing on 30.11.2022 had a balance of 31.12.2021 €4,7m. This loan was repaid in
full within the first quarter of 2022.
The maturity of non-current borrowings is as follows:
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Between 1 and 2 years
11.100
14.215
-
-
Between 2 and 5 years
169.041
107.871
-
-
Over 5 years
491.444
577.313
314.098
313.162
Total
671.585
699.399
314.098
313.162
The carrying amount of the loans with floating rate approaches their fair value as it is presented in the
statement of financial position
The fair value estimation of the total borrowings is based on inputs for the asset or liability that are not based
on observable market data (that is, unobservable inputs).
At 31.12.2021, the average base effective interest rate of the Group is 0,06% and the average bank spread
is 3,12%. Therefore, the Group total effective borrowing rate stands at 3,18% at 31.12.2021.
On 29.03.2021, the refinancing of the bond loan of €4,9m of the subsidiary LAMDA Prime Properties S.M.S.A.
was completed, with Alpha Bank with a new maturity date on 30.06.2027.
The subsidiary Singidunum Buildings DOO, in Serbia, signed, on 24.06.2021, the amendment of the original
Financing Agreement with the credit institutions «Eurobank Cyprus Limited», «Alpha Bank S.A.» and «Direktna
Banka AD Kragujevac AC». The new maturity date of the initial Financing Agreement is set for 31.12.2022.
The outstanding capital as at 31.12.2021 amounts to €30,0m and constitutes the largest part of the short-
term bond borrowing of the Group as at 31.12.2021.
The subsidiary L.O.V. S.M.S.A. («LOV») signed on 23.06.2020 with «National Bank of Greece S.A. » («NBG»)
the Bond Programme and Subscription Agreement for the issuance of a bond loan of an amount of up to
€220m («Bond Loan») with a duration of 7 years comprising of three (3) distinct series. Two out of three
series, amounting to €165,1m, have been disbursed on June 30th, 2020 utilized for the repayment of the
outstanding balance – on the disbursed date – (a) of the Bond Loan dated 30.05.2007 (€154,1m) and (b) the
outstanding balance of the intercompany loan dated 27.04.2020 (€11,0m). At 31
st
July 2020 the third series
has been partially disbursed, amounting to €44.9m. Finally, at 30.09.2021 the outstanding balance of €10,0m
has been disbursed.
Debt Covenants
The Company’s subsidiary LAMDA DOMI S.M.S.A secured syndicated bond loan of current balance €82,2m,
granted by the following banking institutions: Eurobank Ergasias, Alpha Bank, Bank of Piraeus and HSBC
France has the following covenants: Loan to value < 60% and Debt Service Ratio > 120%. Also, the secured
bond loan of the Company’s subsidiary PYLAIA SMSA granted by Eurobank Ergasias, of current balance €70,9m
has the following covenants: Loan to value < 60% and Debt Service Ratio >120%. For L.O.V. S.M.S.A. the
secured bond loan of current balance €212,0m, has the following covenants: Loan to value < 65% and Debt
Service Cover ratio > 115%. Also for the secured bond loan of Lamda Prime Properties S.M.S.A. of current
balance €4,7m with Alpha Bank has the following covenants: Loan to value < 60% and Debt Service Ratio
>115%. For the secured Common Bond Loan of Lamda Flisvos Marina S.A. of current balance €4,7m by Piraeus
Bank the following financial covenants have to be satisfied i.e. EBITDA over (/) Interest + Principal ≥ 1,15
Annual financial report for the year ended 31 December 2021
168
along with Debt over (/) Equity ≤ 3. Lastly, the common bond loan of the company of balance €320m at Group
and Company level must satisfy the covenant adjusted assets to adjusted liabilities ≥135%. During
31.12.2021, all above mentioned ratios are satisfied at Group and Company level.
Financing for the development of the Property of Ellinikon
The Company, on 27.01.2020 signed with “Eurobank S.A.” and “Piraeus Bank S.A.” the “Heads of Terms”
regarding the bank financing intended to cover part of the capital to be invested by the Group during the first
five years of the Ellinikon property development (note 9).
On 07.04.2021, the Company signed with the aforementioned banks an agreement for the update of the “Head
of Terms”. The update emanated from the gradual evolution and maturity of the Company’s plans regarding
the envisaged projects and investments during the first five years of the Project. The aforementioned bank
financing agreement includes:
(a) the financing of infrastructure and other developments’ works during the first five years of the Project
(Phase A), as well as the financing of V.A.T., with a bond loan of up to €442m to be issued by HELLINIKON
S.A. (plus an amount of up to €100m for financing of recoverable V.A.T. cost), with a duration of 10 years
from the Transfer Date;
(b) the financing of the commercial development on Vouliagmenis Avenue (Vouliagmenis Mall), as well as the
financing of V.A.T., with a bond loan of up to €415m to be issued by a special purpose vehicle controlled by
LAMDA DEVELOPMENT S.A. (plus an amount of up to €86m for financing recoverable V.A.T. cost), with a
duration of 6 years from the first drawdown (with the possibility of the issuing company to extend the maturity
for an additional 5 years, reaching 11 years in total from first loan drawdown); and
(c) the financing of the commercial development within the Aghios Kosmas marina (Riviera Galleria), as well
as the financing of V.A.T., with the issuance of a bond loan of up to €102m to be issued by a special purpose
vehicle controlled by LAMDA DEVELOPMENT S.A. (plus an additional amount of up to €19m for financing of
recoverable V.A.T. cost), with a duration of 5 years from the first drawdown (with the possibility of the issuing
company to extend the maturity for an additional 6 years, reaching 11 years in total from the loan first
drawdown) and in conjunction with the financing mentioned in points (a) and (b) above,
(d) the issuance of a letter of guarantee of €175m, to secure the fulfillment of LAMDA DEVELOPMENT S.A.
obligations to cover any cost overruns of Phase A of the Project, as well as to cover any shortfall in sales
and/or assets exploitation intended to finance Phase A of the Project budget l.
Regarding the (a) above, HELLINIKON S.A. signed on 06.04.2022 with the banks "Eurobank S.A." and "Piraeus
Bank S.A." the bond program and subscription agreement for the financing of infrastructure and other
developments’ works of Phase A of up to €394m, as well as for the financing of V.A.T. (additional amount up
to €100m), with a duration until the completion of 10 years from the Date of Transfer, a fact that covers its
revised needs. Regarding, (d) above, LAMDA DEVELOPMENT S.A. signed on 06.04.2022 the relevant
contractual documents.
Regarding the (b) and (c) above the Company is still in progress to finalize the contractual agreements with
the mandated lead arranger banks.
In addition, within the context of the Agreement, a letter of guarantee was issued by "EUROBANK S.A." and
delivered to the HRADF as security for the deferred payment amount. More specifically, on the Transfer Date
(25.06.2021), the subsidiary "HELLINIKON GLOBAL I S.A.", the Buyer, as provided in the Agreement, issued
a Deferred Payment Bond in favor of the HRADF for an amount equal to the present value of the deferred
payment amount, i.e. an amount of €347,2m, calculated according to the terms of the Agreement. The
abovementioned amount of the Deferred Payment Bond will be recalculated annually, on each Transfer Date
anniversary, in accordance with the provisions of the transfer agreement, with a maximum amount of
€347,2m.
Furthermore, in order to secure the above Deferred Payment Bond, the Company signed on 24.06.2021, with
"Eurobank S.A." as a Bondholder Agent and with "Eurobank S.A." and "Piraeus Bank S.A.", as lenders, a bond
loan of up to €347,2m ("Bond Loan"), which can be issued and covered over a period of 10 years and 6
months. As a security of the abovementioned Bond Loan, the Company granted a cash collateral of €167m,
which will be released for the payment of the 2nd installment of "HELLINIKON S.A." Shares Acquisition Price.
on the 2nd anniversary of the Transfer Date and an additional amount of €210m for the payment of the initial
share capital of the special purpose vehicles that will be established for the commercial development on
Vouliagmenis Avenue (Vouliagmenis Mall) and the commercial development within the area of the marina of
Aghios Kosmas (Riviera Galleria).
Annual financial report for the year ended 31 December 2021
169
It is noted that the interest rate of all financings is floating and the margin has been determined on standard
market terms. In the context of the financings, which are foreseen to be governed by Greek law, and to secure
their repayment, the provision of collateral rights is provided, which is common in such project finance as, for
example, establishment of mortgage on assets (of HELLINIKON S.A. and of the above-mentioned special
purpose vehicles, which will carry out the commercial developments Vouliagmenis Mall and Marina Galleria),
restrictions on distributions to shareholders pertaining to each loan, pledge of the shares of the borrowing
subsidiaries and pledge of part of the receivables and sources of revenue from the operation of the Project, as
well as on the receivables from the Share Purchase Agreement. Furthermore, regarding the financing of the
projects of the first five years, a specific mechanism is envisaged for the control and use of the proceeds from
the sales of assets, and amongst other things, the use of a part of them to finance the Project budget.
Annual financial report for the year ended 31 December 2021
170
Total debt
The Group defines as "Total Debt" the total of "Borrowings" (non-current and current portion), plus "Accrued interest" (note 21), including "Lease Liabilities" ( non-
current and current portion), and "Consideration payable for the acquisition of HELLINIKON S.A.".
The change in total debt is presented below:
GROUP
Balance
31.12.2020
Cash flow
Non-cash changes
Balance
31.12.2021
Amounts in € thousands
Accrued
interest
Borrowings
issue costs -
amortization
Recognition
of interest at
fair value
Acquisition
/ Disposal
of
subsidiary
Additions /
remeasurem
ent of leases
Concessions
in rents
Reversal of
discounting
Borrowings (non-current and current)
713.505
(14.726)
-
1.516
652
14.857
-
-
-
715.804
Accrued interest
5.697
(25.547)
25.357
-
-
-
-
-
5.507
Lease Liabilities (non-current and
current)
185.155
(7.628)
8.940
-
-
-
409
(3.964)
-
182.912
Consideration payable for the acquisition
of HELLINIKON S.A.
-
(300.000)
-
-
-
792.752
-
-
8.493
501.245
Total
904.357
(347.901)
34.297
1.516
652
807.609
409
(3.964)
8.493
1.405.468
Annual financial report for the year ended 31 December 2021
171
19. Leases
The Group leases fixed assets through operating leases which mainly consist of land plots, offices and motor
vehicles. The most valuable lease contract of the Group is the concession agreement until 2065 for the land
plot on which the Mediterranean Cosmos shopping center was developed and operates and is leased out by
Ecumenical Patriarchate, the Landlord of the plot area as well as the lease of the exploitation rights of Flisvos
marina until 2047 from the Public Property Company SA (former Greek Touristic Property SA). The remaining
rental contracts are made for a period between 2 and 5 years and may have extension options. The Company
leases motor vehicles from leasing companies and office building space from a subsidiary company of the
Group for a period not exceeding the 4 years.
The lease terms are negotiated on an individual basis and contain a wide range of different terms and
conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security
for borrowing purposes.
The variances of the right-of-use assets for the Group and the Company are presented below:
Group
Amounts in € thousands
Properties
under
development
Motor
vehicles
Marina
facilities &
berths
Office
space
Total
Right-of-use assets - 1 January 2021
-
791
96.790
6.452
104.033
Additions due to acquisition of
HELLINIKON S.A. (note 9)
26.619
-
-
-
26.619
Additions
14.055
410
-
-
14.465
Depreciation
(49)
(291)
(3.711)
(737)
(4.788)
Right-of-use assets - 31 December
2021
40.625
910
93.079
5.516
140.329
Right-of-use asset HELLINIKON S.A.
In "Properties under development" and particularly in "Additions due to acquisition of HELLINIKON S.A." (note
9), leases refer to land plots with a surface right for 99 years amounting to €26,619 thousand, of which €8,831
thousand relates to tangible assets and €17,788 thousand to inventories under development for subsequent
sale. Also, in "Properties under development" the "Additions for the year" amounting to € 4,055 thousand
refer to the cost of real estate development in areas with a surface right for 99 years, out of which €14,032
thousand relates to tangible assets and €23 thousand to inventories. The part of the leases related to
Investment properties has already been included in the "Investment properties", while the part of the
respective obligation does not appear as it is part of the payment of the 1st installment of the price of €300m.
Amount of €77,680 thousand (31.12.2020: €78,058 thousand) concerns the property of the Mediterranean
Cosmos shopping center which is leased on the basis of operating leases and is classified according to the
IFRS 16 standard "Leases" under "Investment property" (note 6). The use rights regarding the exploitation of
a tourist port concern the operational lease for the exploitation of Marina Flisvos.
Amounts in € thousands
Motor
vehicles
Marina
facilities &
berths
Office space
Total
Right-of-use assets - 1 January 2020
195
-
-
195
Recognition of right-of-use asset due to
changes in participation share (note 9)
68
100.072
-
100.140
Additions
733
-
6.637
7.370
Depreciation
(182)
(3.095)
(184)
(3.461)
Modifications
(24)
(187)
-
(211)
Right-of-use assets - 31 December 2020
790
96.790
6.453
104.033
Company
Amounts in € thousands
Office space
Motor vehicles
Total
Right-of-use assets - 1 January 2021
6.453
634
7.087
Additions
2.485
387
2.872
Depreciation
(1.566)
(237)
(1.803)
Right-of-use assets - 31 December 2021
7.372
784
8.156
Annual financial report for the year ended 31 December 2021
172
Amounts in € thousands
Office space
Motor
vehicles
Total
Right-of-use assets - 1 January 2020
737
104
841
Additions
6.752
652
7.404
Depreciation
(1.033)
(122)
(1.155)
Modifications
(3)
-
(3)
Right-of-use assets - 31 December 2020
6.453
634
7.087
The recognized lease liabilities for the Group and the Company are as follows:
Group
Amounts in € thousands
Land plot
Motor
vehicles
Marina
facilities &
berths
Office space
Total
Lease liabilities - 1 January 2021
78.057
794
99.820
6.484
185.155
Additions
-
409
-
-
409
Accrued interest
3.436
36
5.224
245
8.941
Lease payments
(3.331)
(315)
(3.143)
(840)
(7.629)
Concession in rents
(482)
-
(3.482)
-
(3.964)
Lease liabilities – 31 December 2021
77.680
924
98.419
5.889
182.912
Current lease liabilities
3.097
Non-current lease liabilities
179.815
Total
182.912
Amounts in € thousands
Land plot
Motor
vehicles
Marina
facilities &
berths
Office space
Total
Lease liabilities - 1 January 2020
78.478
198
-
-
78.676
Recognition of lease liability due to changes in participation
share (note 9)
-
68
100.072
-
100.140
Additions due to remeasurement of lease liabilities
152
-
-
-
152
Additions
-
734
-
6.637
7.371
Accrued interest
3.462
18
4.406
65
7.951
Lease payments
(3.316)
(200)
(3.366)
(218)
(7.100)
Concession in rents
(719)
-
(1.105)
-
(1.824)
Modifications
-
(24)
(187)
-
(211)
Lease liabilities - 31 December 2020
78.057
794
99.820
6.484
185.155
Current lease liabilities
2.358
Non-current lease liabilities
182.797
Total
185.155
Company
Amounts in € thousands
Office space
Motor vehicles
Total
Lease liabilities - 1 January 2021
6.484
636
7.120
Additions
2.485
387
2.872
Accrued interest
328
30
358
Lease payments
(1.603)
(256)
(1.859)
Concession in rents
(117)
-
(117)
Lease liabilities – 31 December 2021
7.577
797
8.374
Current lease liabilities
1.697
Non-current lease liabilities
6.677
Total
8.374
Amounts in € thousands
Office space
Motor vehicles
Total
Lease liabilities - 1 January 2020
759
105
864
Additions
6.752
652
7.404
Accrued interest
84
13
97
Lease payments
(1.108)
(134)
(1.242)
Concession in rents
(3)
-
(3)
Lease liabilities – 31 December 2020
6.484
636
7.120
Current lease liabilities
769
Non-current lease liabilities
6.351
Total
7.120
Annual financial report for the year ended 31 December 2021
173
The lease liabilities as at 31.12.2021 are payable as follows:
Amounts in € thousands
Group
Company
No later than 1 year
3.097
1.697
Between 1 and 2 years
3.260
1.765
Between 3 and 5 years
10.306
2.433
Over than 5 years
166.249
2.479
Total
182.912
8.374
The effect that resulted for the Group from the application of the amendment of IFRS 16 "Concessions to rents
related to COVID-19", corresponds to an amount of a total of € 3,964 thousand for the period 1.1-31.12.2021
which is included in the Income Statement and specifically in the line "Expenses related to investment
property" (note 26) amounts to €482 thousand and in the line "Other (expenses) / operating income (net)"
amount €3,482 thousand (note 28). Respectively for the period 1.1-31.12.2020 the effect corresponds to a
total amount of €1,824 thousand which is included in the Income Statement and specifically in the line
"Expenses related to investment property" (note 26) amount of €719 thousand and the line" Other (expenses)
/ operating income (net) »amount € 1,105 thousand (note 28).
The Group and the Company do not face any significant liquidity risk regarding lease obligations while there
are no significant lease commitments that have not entered into force until the end of the reporting period.
20. Net employee defined benefit liabilities
The amounts recognized in the Statement of Financial Position are as follows:
Amounts in € thousand
GROUP
COMPANY
31.12.2021
31.12.2020 ¹
31.12.2021
31.12.2020 ¹
Amounts recognized in the Statement of Financial
Position
Present value of obligations
914
796
459
549
Fair value of plan assets
-
-
-
-
Net liability recognized in the Statement of
Financial Position
914
796
459
549
The amounts recognized in the Income Statement are as follows:
Amounts in € thousand
GROUP
COMPANY
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020 ¹
01.01.2021
to
31.12.2021
01.01.2020 to
31.12.2020 ¹
Amounts recognized in the Income Statement
Service cost
130
85
85
46
Interest cost
1
3
1
2
Regular effect in Income Statement
131
88
85
47
Recognition of past service cost
23
-
3
-
Settlement / Curtailment / Termination loss / (gain)
1.952
106
614
27
Restructuring expense
-
-
-
-
Intragroup personnel transfer
-
-
(136)
-
Other expense / (income)
-
-
-
11
Total effect in Income Statement
2.106
194
567
85
The amounts recognised in the Other Comprehensive Income are as follows:
Amounts in € thousand
GROUP
COMPANY
31.12.2021
31.12.2020 ¹
31.12.2021
31.12.2020 ¹
Remeasurements
Actuarial gain/(loss) due to changes in assumptions
(11)
(16)
(4)
(10)
Actuarial gain/(loss) due to experience
(82)
(42)
(63)
(37)
Total effect in Other Comprehensive Income
(93)
(58)
(67)
(47)
Annual financial report for the year ended 31 December 2021
174
Movement of liability the Statement of Financial Position:
Amounts in € thousand
GROUP
COMPANY
31.12.2021
31.12.2020 ¹
31.12.2021
31.12.2020 ¹
Defined Benefit Obligation - start of the year
796
586
549
450
Subsidiary acquisition / participation percentage
change
-
78
-
-
Service cost
130
85
85
46
Interest cost
1
3
1
2
Benefits paid
(2.081)
(120)
(724)
(33)
Recognition of past service cost
23
-
3
-
Settlement / Curtailment / Termination loss / (gain)
1.952
106
614
27
Restructuring expense
-
-
-
-
Intragroup personnel transfer
-
-
(136)
-
Other expense / (income)
-
-
-
11
Actuarial gain / (losses)
93
58
67
47
Defined Benefit Obligation - end of the year
914
796
459
549
Cumulative effect in Other Comprehensive
Income (before deferred taxation)
(151)
(58)
(114)
(47)
¹ Comparative figures of 31.12.2020 for the Group and the Company have been restated due to revised IAS 19 (note 2.2)
The principal actuarial assumptions that were used for accounting purposes are as follows:
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Discount rate
0,66%
0,57%
0,66%
0,57%
Inflation rate
2,10%
1,43%
2,10%
1,43%
Salaries increase percentage
2,10%
1,43%
2,10%
1,43%
Weighted plan duration
5,28
4,87
3,87
4,27
In case that the discount rate changes by (0,5), the impact to the Group defined benefit pension plans would
change by €25 thousands. In case that the salaries change by 0,5%, the change to the Group defined benefit
pension plans of the Group would change by €24 thousands.
The estimated future contributions that derive by the defined benefit pension plans until the retirement of
the last employee of the Group are as follows:
Amounts in € thousands
31.12.2021
GROUP
COMPANY
No later than 1 year
338
239
Between 1 and 2 years
40
17
Between 2 and 5 years
115
61
More than 5 years
456
155
948
471
Annual financial report for the year ended 31 December 2021
175
21. Trade and other payables
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Trade payables
35.391
12.182
13.722
2.849
Liabilities to related parties (note 33)
-
-
6.888
5.974
Loans from related parties (note 33)
-
-
40.002
56.485
Social security cost and other taxes / charges
4.886
2.611
1.251
1.351
Payable to the Municipality of Amarousiou
-
1.422
-
1.422
Provision L.O.V. S.M.S.A. for the obligation based on G.G.
and completion cost for The Mall Athens ¹
9.800
8.949
-
-
Unearned income
23.802
21.710
-
-
Accrued expenses
15.624
10.997
6.710
6.529
Accrued interest
5.507
5.697
4.926
4.926
Dividends payable
4.602
-
-
-
Pre-sales property of HELLINIKON S.A.²
23.200
-
500
-
Payment in advance related to sale of joint venture
(note 9)
250
-
250
-
Other liabilities
3.288
3.017
11
35
Total
126.350
66.585
74.260
79.571
Non-current
21.487
16.654
37.381
-
Current
104.863
49.931
36.879
79.571
Total
126.350
66.585
74.260
79.571
¹ The subsidiary L.O.V. S.Μ.S.A. in the context of G.G. for the approval of the Urban Plan of the area in which
the shopping center "The Mall Athens" is located, has cumulatively recognized in the financial statements of
31.12.2021 a total provision of €9,8m. This amount is an estimate and can be adjusted by the process of
implementation of the obligations arising from the specific PD.
² The Group has received from reservations of property from potential buyers of real estate in Ellinikon €23,2
m in 2021 and a total of €29,4m until 05.04.2022.
Significant effect on the change of trade and other payables compared to 31.12.2020 is the integration of
trade and other payables of the company of HELLENIKON S.A. as a consequence of the start of the construction
period and the pre-sale of properties.
Trade and other payables’ carrying amounts value approach their fair value which is calculated according to
the fair value hierarchy 3 as described in note 3.4.
22. Provisions for infrastructure investments for HELLINIKON S.A.
GROUP
Amounts in € thousands
31.12.2021
31.12.2020
Provisions for infrastructure investments for HELLINIKON S.A.
635.008
-
Non-current
479.553
-
Current
155.455
-
Total
635.008
-
Estimated cost of infrastructure projects
As at 31.12.2021, the estimated cost of the infrastructure projects concerns the unavoidable obligation of the
Group, as defined in the share purchase agreement for the acquisition of 100% of the shares of HELLINIKON
S.A. and for a specific time period, for the implementation of public benefit projects such as roads, utility
networks, underground and footbridges, etc. which will be transferred to the ownership of the Greek
goverment upon their completion free of charge. The amount of €635,0m relates to the present value of
provisions (note 9).
Annual financial report for the year ended 31 December 2021
176
Amounts in € thousands
GROUP
Balance 31.12.2020
-
Acquisition of shares of HELLINIKON S.A. (note 9)
590.528
Changes during the year
(15.323)
Additions for the year due to revised budget
49.700
Finance cost (note 29)
10.103
Balance 31.12.2021
635.008
Below, a table is presented with the analysis of the maturity of the provisions (at present value) for
infrastructure investments for HELLINIKON S.A. for required future cash outflows:
All amounts in € thousands
GROUP
31 December 2021
Less
than 1
year
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
Provisions for infrastructure investments for HELLINIKON S.A.
155.455
110.536
150.198
218.819
635.008
23. Derivative financial instruments
GROUP
31.12.2021
31.12.2020
Amounts in € thousands
Assets
Liabilities
Assets
Liabilities
Interest rate swaps – cash flow hedges
(IRS)
310
376
-
2.251
Total
310
376
-
2.251
Non-current
310
376
-
2.251
Current
-
-
-
-
Total
310
376
-
2.251
The Company does not own derivative financial instruments.
The nominal value of the loans that have been offset by Interest Rate Swaps (IRS) on 31.12.2021, concern
the subsidiaries LAMDA DOMI S.M.S.A., €43,4m Series A and €18,0m Series B, ending in November 2025,
and PYLAIA S.M.S.A., €53,2m ending in May 2026. Interest rate swaps have been valued at fair value by the
counterpart bank. As at 31.12.2021, the variable interest rates on long-term loans covered by financial
hedging interest derivatives were based on the 3-month Euribor reference interest rate plus an average margin
of 3,07% for the subsidiary LAMDA DOMI S.M.S.A. and Euribor 3 months plus 3% margin for the subsidiary
PYLAIA S.M.S.A.
The total fair value of the derivative financial instrument, (which is described under hierarchy 2 in note 3.4),
is presented in the statement of financial position as long-term liability since the remaining duration of the
loan agreement which is hedged, exceeds 12 months.
The movement in fair value is related to the effective portion of the cash flow hedge and is recognized in Other
Comprehensive Income (special reserve of equity) or through the Income Statement. The effectiveness test
of the cash flow hedges is based on discounted cash flows according to the forward rates (3-month Euribor)
and their volatility rating.
Annual financial report for the year ended 31 December 2021
177
24. Deferred tax
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The amounts which have been offset are as follows:
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Deferred tax liabilities:
(175.975)
(116.338)
-
-
Deferred tax assets:
677
4.745
546
4.588
(175.298)
(111.593)
546
4.588
The amounts which have not been offset are as follows:
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Deferred tax liabilities:
(175.140)
(118.801)
(61)
(354)
Deferred tax assets:
(158)
7.208
607
4.942
(175.298)
(111.593)
546
4.588
The gross movement on the deferred income tax account is as follows:
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Opening balance
(111.593)
(114.673)
4.588
6.986
Charged / (credited) in the income
statement
(74.132)
6.743
(3.665)
(2.410)
Effect due to change in the income tax rate
through the income statement
8.941
-
(323)
-
Charged / (credited) in equity
(299)
201
20
12
Effect due to change in the income tax rate
through equity
(47)
-
(74)
-
Acquisition of interest held in participation
(3.864)
-
-
Sale of subsidiary
1.832
-
-
-
Closing balance
(175.298)
(111.593)
546
4.588
The movement in deferred tax assets and liabilities during the year, without taking into consideration the
offsetting of balances without the same tax jurisdictions, is as per below.
Deferred Tax Liabilities:
GROUP
Amounts in € thousands
Depreciation
& cost
difference
Revenue
recognition
Net profit /
(losses) from
fair value
adjustment on
investment
property,
inventories and
loans
Other
Total
1 January 2020
49.065
85
72.718
522
122.390
Charged / (credited) in the income
statement
2.321
(19)
(10.504)
441
(7.761)
Acquisition of interest held in
participation
4.172
-
-
-
4.172
31 December 2020
55.558
66
62.214
963
118.801
1 January 2021
55.558
66
62.214
963
118.801
Charged / (credited) in the income
statement
(16.934)
(171)
76.098
(822)
58.171
Sale of subsidiary
-
-
(1.832)
-
(1.832)
31 December 2021
38.624
(105)
136.480
141
175.140
Annual financial report for the year ended 31 December 2021
178
COMPANY
Amounts in € thousands
Depreciation &
cost difference
Other
Total
1 January 2020
66
-
66
Charged / (credited) in the income statement
4
284
288
31 December 2020
70
284
354
1 January 2021
70
284
354
Charged / (credited) in the income statement
(9)
(284)
(293)
31 December 2021
61
-
61
Deferred Tax Assets:
GROUP
Amounts in € thousands
Provision for
impairment
of
receivables
Tax losses
Transaction
Costs
Provision
for
redundancy
Derivative
financial
instruments
Right-of-
use
assets
and lease
liabilities
Other
Total
1 January 2020
496
6.245
378
135
186
(6)
283
7.717
(Charged) / credited in the
income statement
(137)
(1.916)
(85)
15
162
736
207
(1.018)
(Charged) / credited in
equity
-
-
-
14
192
-
(5)
201
Acquisition of interest held
in participation
336
-
-
(28)
-
-
-
308
31 December 2020
695
4.329
293
136
540
730
485
7.208
1 January 2021
695
4.329
293
136
540
730
485
7.208
(Charged) / credited in the
income statement
(408)
(4.281)
(31)
(18)
(230)
(1.706)
(346)
(7.020)
(Charged) / credited in
equity
-
-
(68)
18
(296)
-
-
(346)
31 December 2021
287
48
194
136
14
(976)
139
(158)
COMPANY
Amounts in € thousands
Provision
for
impairment
of
receivables
Tax losses
Transaction
costs
Provision for
redundancy
Other
Total
1 January 2020
317
6.245
378
107
5
7.052
(Charged) / credited in the income
statement
(146)
(1.916)
(85)
12
13
(2.122)
(Charged) / credited in equity
-
-
-
12
-
12
31 December 2020
171
4.329
293
131
18
4.942
1 January 2021
171
4.329
293
131
18
4.942
(Charged) / credited in the income
statement
(47)
(4.329)
(31)
(44)
170
(4.281)
(Charged) / credited in equity
-
-
(68)
14
-
(54)
31 December 2021
124
-
194
101
188
607
Annual financial report for the year ended 31 December 2021
179
The following are also noted:
• Deferred tax assets are recognised per entity based on the amounts of future taxable profit for which
Management believes that there is a high probability of occurrence against which temporary difference
that have resulted in a deferred tax asset can be set-off.
• In relation to the deferred tax assets for tax losses, the Management estimates the anticipated future
profitability of the Company, as well as its subsidiaries and at the level that the future results will not
be sufficient to cover the tax losses, no deferred tax asset has been recognized.
• The Company has not recognised deferred tax assets with respect to accumulated tax losses as at
31.12.2021 of approximately €69 million (31.12.2020: €31 million).
• The Group has not recognised deferred tax assets with respect to accumulated tax losses as at
31.12.2021 of approximately €159 million (31.12.2020: €65 million).
• The largest proportion of deferred tax liabilities and assets are recoverable after 12 months from the
balance sheet date as these relate primarily to temporary differences associated with depreciation
differences, fair value changes for investment properties and inventory, provision for redundancy and
tax losses.
• The share of non-controlling interests in the net deferred tax liability as at 31.12.2021 was €15,682
million (31.12.2020: €16,126 million).
25. Revenue
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Revenue from property leasing
56.760
51.769
111
108
Berthing services
16.567
9.615
-
-
Parking revenue
5.223
4.076
-
-
Real estate management
145
89
374
432
Revenue form intragroup recharge of
preliminary expenses regarding the
development of Ellinikon Property ¹
-
-
41.061
-
Income from sales of inventories – land
-
2.180
-
-
Consulting
10
32
987
996
Other
985
35
-
-
Total
79.090
67.796
42.533
1.536
¹ Refer to any kind of remuneration of third parties (indicatively of designers, civil engineers, technicians, architects and
other consultants and other experts), as well as includes apportionment of remuneration and benefits for staff employed
directly for respective purposes and work, in the context of the development of the Ellinikon Property. These expenses
were made by the Company during the period before the acquisition of the shares of HELLINIKON S.A. and up to
31.12.2021, and have been recharged to HELLINIKON S.A.
The significant drop in the Group’s revenue is mainly due to the impact of the coronavirus pandemic COVID-
19 on the revenues from the operation of the Group's shopping centers and is attributed to the exemption of
the associate shopkeepers/tenants from the obligation to pay the total rent as well as to the Group’s decision
for additional discounts. Moreover, the Group has completely lost the revenues from the relevant car park
operations, the advertising income as well as the turnover rent due to the lockdown and the decrease in footfall
and tenants’ sales. At Group level, positive impact on the total revenue is due to the addition of the revenue
of Ag. Kosma Marina after the acquisition of the shares of HELLINIKON S.A. at the end of June 2021.
At Group level, the aggregate floating (contingent) remuneration for the year 2021 was €0,7m and €0,6m for
the year 2020.
Annual financial report for the year ended 31 December 2021
180
26. Expenses related to investment property
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Variable leases
(879)
(668)
-
-
Shopping center common charges
2
(2.966)
(5.814)
-
-
Proportion in the common charges of vacant units
(874)
(651)
-
-
Parking expenses
(1.846)
(2.206)
-
-
Promotion and marketing expenses
(967)
(553)
-
-
Administrative and financial services
-
(14)
-
-
Technical advisors’ fees
(255)
(282)
-
-
Insurance costs
(1.004)
(976)
-
-
Lawyer fees
(26)
(23)
-
-
Commercialization
(38)
(68)
-
-
Maintenance and repairs
(1.111)
(1.162)
-
-
Taxes – charges
(816)
(782)
-
-
Provision for impairment of receivables
(1.408)
(570)
-
-
Concessions in rents
1
482
719
-
-
Other
(175)
(212)
-
-
Total
(11.883)
(13.262)
-
-
1
The impact from IFRS 16 (Amendment) «Covid-19-Related Rent Concessions – Extension of application
period» which amount to €482 thousands (2020: €719 thousands) as per note 19.
2
Common charges were increased during 2020 due to the increased proportion of the Group during the
lockdown which was related to COVID-19.
27. Employee benefits expense
GROUP
COMPANY
All amount in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Wages and salaries
(22.645)
(16.596)
(15.261)
(12.252)
Social security costs
(3.762)
(2.674)
(2.363)
(1.772)
Cost – defined contribution funds
(2.000)
(194)
(568)
(85)
Loans to management at fair value
-
82
-
74
Employee share option plan
(7.437)
(198)
(7.139)
(198)
Other benefits
(2.108)
(1.563)
(1.522)
(1.049)
Total
(37.952)
(21.143)
(26.853)
(15.282)
Breakdown of employee benefits
expense
Income statement:
Wages and salaries
(21.022)
(13.504)
(13.617)
(7.643)
Expenses related to the Ellinikon
development project
(10.797)
(3.131)
(8.770)
(3.131)
Capitalized expenses to the statement of
financial position
(6.133)
(4.508)
(4.466)
(4.508)
Total
(37.952)
(21.143)
(26.853)
(15.282)
The number of employees of the Group on 31.12.2021 amounted to 544 people and of the Company to 140
people. At the end of the fiscal year 2020, the number of employees of the Group amounted to 409 people
and of the Company to 189 people.
The average employed staff of the Group during the year 2021 amounted to 483 people.
At a consolidated level, the number and the remuneration and expenses of the staff show a significant change
mainly due to the hiring of staff by the Group regarding the Ellinikon development project.
Annual financial report for the year ended 31 December 2021
181
28. Other operating income / (expenses) - net
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Professional fees
(6.967)
(4.180)
(4.701)
(2.224)
Promotion and marketing expenses
(199)
(838)
-
(528)
IT expenses and other maintenance
(868)
(572)
(276)
(60)
Common charges and consumables
(1.430)
(2.356)
(318)
(333)
Taxes – charges
(649)
(422)
(18)
(10)
Travel / transportation expenses
(207)
(181)
(146)
(135)
Insurance
(690)
(326)
(173)
(114)
Short term and low value leases
(294)
(502)
(196)
(239)
Donations and grants
(105)
(433)
(105)
(313)
Gains / (Losses) from sale / valuations of financial
instruments held at fair value through profit or
loss
984
(673)
-
-
Liability settlement
-
280
-
-
Refund of VAT and other taxes
-
229
-
-
Berthing and other services
-
780
-
-
Concessions in rents ¹
3.482
1.105
-
-
Provision for impairment of receivables
(812)
68
(71)
74
Other
1.853
(368)
927
(57)
Total
(5.902)
(8.389)
(5.077)
(3.939)
¹ The impact from IFRS 16 (Amendment) «Covid-19-Related Rent Concessions – Extension of application
period» which amount to €3,482 thousands (2020: €1,105 thousands) as per note 19.
29. Finance income / (costs) - net
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Finance costs:
- Borrowings interest expense - contractual
(25.357)
(20.830)
(12.497)
(7.344)
- Borrowings interest expense – transaction
costs (note 18)
(1.538)
(1.295)
(936)
(402)
- Expenses from loans granted from related
parties (note 313)
-
(41)
(1.333)
(1.908)
- Recognition of interest at fair value
(652)
(721)
-
-
- Interest expense on lease liabilities (note 19)
(8.941)
(7.951)
(358)
(97)
- Finance cost related to consideration payable
for the acquisition of HELLINIKON S.A. (note 9)
(8.493)
-
-
-
- Finance cost related to provisions for
infrastructure investments for HELLINIKON
S.A. (note 22)
(10.103)
-
-
-
- Other costs and commissions
(3.784)
(1.803)
(2.954)
(1.036)
(58.868)
(32.641)
(18.078)
(10.787)
Exchange differences
(24)
38
(11)
24
(58.892)
(32.603)
(18.089)
(10.763)
Finance income:
- Income from loans granted to related parties
(note 33)
160
172
1.306
1.323
- Interest income
123
756
120
742
283
928
1.426
2.065
Total
(58.609)
(31.675)
(16.663)
(8.698)
There are none capitalized borrowings costs for the year 2021 and 2020.
Annual financial report for the year ended 31 December 2021
182
30. Income tax
According to law 4799/2021 passed on 18.05.2021, the corporate income tax rate of legal entities in Greece
is set for 2021 to 22% (2020: 24%).
The effective tax rate at Group and Company level based on their results of 2021 and 2020, is mainly affected
by the non-recognition of deferred tax asset over the tax losses of the period.
The tax rate for the subsidiaries registered in foreign countries differs from country to country as follows:
Serbia 15%, Romania 16%, Montenegro 9-15%, Luxembourg 24,94%, Bulgaria 10%, Cyprus 12,5% and
Netherlands 25,5%.
Under Greek tax regulations, an income tax advance calculation on each year’s current income tax liability is
paid to the tax authorities. Net operating losses which are tax deductible, can be carried forward against
taxable profits for a period of five years from the year they are generated.
Companies which are under public status, are not subject to income tax. Respectively, HELLINIKON S.A. during
it’s ownership by the HRADF, it was under public status and therefore not subject to income tax.
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Income tax
(2.903)
(3.624)
-
-
Deferred tax (note 24)
(74.132)
6.742
(3.665)
(2.411)
Effect due to change in the income tax rate
8.941
-
(323)
-
Total
(68.094)
3.118
(3.988)
(2.411)
There is a positive impact of €8,8m at Group level and a negative impact by €0,3m at Company level due to
the change of the tax rate by 2% which is reflected in the income statement.
The tax on the Company's profit before tax differs from the theoretical amount that would arise using the
weighted average tax rate applicable to profits of the company as follows:
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Profit / (loss) for the year before tax
267.863
(59.246)
(5.689)
980
Tax calculated at domestic tax rate applicable
to profits in the respective countries
(58.826)
13.717
1.252
(235)
Income not subject to tax
3.951
-
4.071
8.585
Expenses not deductible for tax purposes
(3.860)
(3.336)
(2.874)
(3.105)
Tax effect on deductible interest income
(256)
(318)
(256)
(318)
Loss for which no deferred tax provision was
recognized
(17.733)
(6.945)
(4.820)
(6.054)
Impairment loss for which no deferred tax
provision was recognized
(310)
-
(1.038)
(1.284)
Effect due to change in the income tax rate
8.940
-
(323)
-
Taxes
(68.094)
3.118
(3.988)
(2.411)
Annual financial report for the year ended 31 December 2021
183
Tax certificate and unaudited tax years
The unaudited tax years considering the statute of limitations for the Company and the Group’s companies
are as follows:
Company
Years
Company
Years
LAMDA DEVELOPMENT S.A.
2016-2021
DEVELOPMENTAL Dynamic Holdings
S.M.S.A.
2016-2021
HELLINIKON GLOBAL I S.A.
2017-2021
LAMDA MARINAS INVESTMENTS
S.M.S.A.
2016-2021
HELLINIKON S.A.
2021
LAMDA FLISVOS HOLDING A.E.
2019-2021
LAMDA MALLS A.E.
2017-2021
LAMDA FLISVOS MARINA S.A.
2016-2021
PYLAIA S.M.S.A.
2016-2021
LAMDA DEVELOPMENT
(NETHERLANDS) BV
2013-2021
LAMDA DOMI S.M.S.A.
2016-2021
SINGIDUNUM - BUILDINGS DOO
2017-2021
L.O.V. S.M.S.A.
2016-2021
LAMDA DEVELOPMENT MONTENEGRO
DOO
2017-2021
LOV LUXEMBOURG SARL
2017-2021
LAMDA DEVELOPMENT SOFIA EOOD
2017-2021
LAMDA ESTATE DEVELOPMENT
S.M.S.A.
2016-2021
ROBIES SERVICES LTD
2016-2021
KRONOS PARKING S.M.S.A.
2016-2021
ROBIES PROPRIETATI IMOBILIARE
SRL
2017-2021
LAMDA PRIME PROPERTIES S.M.S.A.
2016-2021
LAMDA DEVELOPMENT ROMANIA SRL
2017-2021
MALLS MANAGEMENT SERVICES
S.M.S.A.
2016-2021
LAMDA AKINITA S.A.
2016-2021
ATHENS OLYMPIC MUSEUM AMKE
2020-2021
SC LAMDA MED SRL
2017-2021
MC PROPERTY MANAGEMENT
S.M.S.A.
2016-2021
ATHENS METROPOLITAN EXPO AE
2016-2021
LAMDA DEVELOPMENT WORKS
S.M.S.A.
2016-2021
METROPOLITAN EVENTS
2016-2021
LAMDA LEISURE S.M.S.A.
2016-2021
STOFERNO A.E.
2018-2021
GEAKAT S.M.S.A.
2016-2021
For the year ended 31 December 2011 and onwards as the Law 4174/2013 (article 65A) currently stands (and
as per Law 2238/1994 previously provided in article 82), up to and including fiscal years starting before 1
January 2016, the Greek societes anonymes and limited liability companies whose annual financial statements
are audited compulsorily were required to obtain an «Annual Tax Certificate», which is issued after a tax audit
is performed by the same statutory auditor or audit firm that audits the annual financial statements (as a
general principle, 5 years from the end of the fiscal year to which the tax return should have been filed).
The Company has been tax audited for the fiscal year 2013-2020 by audit firm and the relevant tax certificates
have been issued. For the most important Greek companies of the Group that are subject to the process of
issuing a tax certificate, the tax audit for the financial year 2020, was completed by PricewaterhouseCoopers
S.A. and the «Annual Tax Certificates» have been issued while the audit for the year 2021 is in progress.
For the subsidiary LAMDA MALLS S.A. tax audit is underway by the competent tax authorities for the years
2017 and 2018.
In October 2021, the tax audit of the subsidiary LAMDA FLISVOS HOLDING S.A. was completed for the years
2015-2018 without any charge for the company.
For the subsidiary LAMDA FLISVOS MARINA S.A. a tax audit is underway by the competent tax authorities for
the years 2016 to 2018, while during the tax audit of the year 2015, differences in the unused tax losses were
identified. The company filed an appeal against the relevant act of corrective determination of income tax for
the tax year 2015. The management of the company and its legal advisors estimate that there is a significant
chance that the appeal will succeed.
For the years ended after 31 December 2015 and remain tax unaudited by the competent tax authorities, the
Management estimates that any taxes that may arise will not have a material effect on the financial
statements.
Pursuant to the following provisions: (a) art. 36 of Law 4174/2013 (unaudited cases of income taxation), (b)
para. 1 art. 57 of Law 2859/2000 (unaudited cases of Value Added Tax), and (c) para. 5 art. 9 of Law
2523/1997 (imposition of penalties for income tax cases) the right of the State to impose the tax for the fiscal
years up to 2014 has been suspended until 31.12.2021, subject to special or exceptional provisions which
Annual financial report for the year ended 31 December 2021
184
may provide for a longer limitation period and under the conditions that they define. Following the no.
433/2020 of the decision of the Council of State and according to relevant circulars regarding the limitation
period of the right of the State to impose proportional stamp duties and special contribution in favor of OGA,
it was clarified that for financial periods before the entry into force of the provisions of K.F. D., ie before
01/01/2015, the general provisions on limitation of the Civil Code, such as the provision of article 249 of the
Civil Code, cannot be applied, and consequently the limitation period of the right of the State to impose the
due stamp duty and the special contribution in favor of OGA, is determined in five years in the first place,
calculated from the end of the year in which the obligation to pay arises, with the possibility of extending this
right to ten years, provided that the conditions of par. 4 of article 84 of the Income Tax Law are met (Law
2238/1994). For the fiscal years after 01.01.2015, the provisions of article 36 of the K.F.D. are applicable with
a five-year deadline at the first place. Therefore, the Group provides, when considered appropriate, and on a
company by company basis for possible additional taxes that may be imposed by the tax authorities. As a
result, the Group’s tax obligations have not been defined permanently. At 31.12.2021 no such provisions have
been formed for the Group's and Company's unaudited, by the tax authorities, years.
31. Commitments
Capital commitments
Regarding the development of the Ellinikon site have been undertaken and have not yet been executed capital
commitments for services of architectural studies, project management as well as construction contracts
amounting to €50,8m, which relate to projects that have been classified as follows:
Amounts in € thousands
31.12.2021
Inventories
32.257
Investment property
9.690
Tangible assets
8.811
Total
50.758
On 31.03.2022 the Group had undertaken and had not performed capital commitments for services of
architectural studies, project management as well as construction contracts amounting to €94,5m for the
Ellinikon development project.
The commitments undertaken on 31.12.2020 related to capital expenditures related to the development of
the property in Ellinikon and which had not been executed until 31.12.2020 amounted to €5,6m.
As at 31.12.2020, commitments related to capital expenditures were made, amounting to €0,8m related to
the investment property and specifically the extension of the west wing of the Golden Hall shopping center
which were executed in 2021.
The Group has no contractual obligations for the repairs and maintenance of its investment property.
32. Contingent liabilities and assets
The Group and the Company have contingencies in respect of letter of guarantees for good performance and
other matters arising in the ordinary course of business, for which no significant additional burdens are
expected to arise as follows:
GROUP
COMPANY
Amounts in € thousands
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Liabilities
Letters of guarantee related to obligations
313.451
39.572
307.434
30.004
Assets
Letters of guarantee related to receivables
(from tenants)
43.262
42.145
-
-
On 25.06.2021 a letter of guarantee was issued by "EUROBANK S.A." and delivered to the HRADF as security
for the deferred payment amount. More specifically, on the Transfer Date (25.06.2021), the subsidiary
"HELLINIKON GLOBAL I SA", the Buyer, as provided in the Agreement, issued a Deferred Payment Bond in
favor of the HRADF for an amount equal to the present value of the deferred payment amount, i.e. an amount
of €347,2m, calculated according to the terms of the Agreement. The abovementioned amount of the Deferred
Annual financial report for the year ended 31 December 2021
185
Payment Bond will be recalculated annually, on each Transfer Date anniversary, in accordance with the
provisions of the transfer agreement, with a maximum amount of €347,2m.
In addition to the issues mentioned above there are also the following particular issues, which are not required
under IAS 37 to formulate provisions as in accordance with the relevant opinions of the Group companies’
legal advisors and the estimates of the Group's Management, are not considered likely that outflow of
resources will be required to settle each matter:
L.O.V. S.M.S.A. «THE MALL ATHENS»
- A petition for annulment had been filed and was pending before the Council of State related to LOV,
regarding the plot of land where the Maroussi Media Village (or “Olympiako Chorio Typou”) and the
Commercial and Leisure Centre “The Mall Athens” were built. The said petition was heard on 3.5.2006
and the decision no 391/2008 of the Fifth Chamber of the Council of State was issued committing for
the Plenary Session of the Council of State. Further to successive postponements the case was heard
on 05.04.2013. By virtue of its decision No 376/2014, the Plenary Session accepted the said petition
and the Court annulled the silent confirmation by the competent planning authority of the Ministry of
Environment, Planning & Public Works (namely, DOKK) that the studies of the project submitted to
such authority were compliant with article 6 paragraphs 1 and 2 of Law 3207/2003. The Council of
State annulled the aforementioned act, because it identified irregularities of a procedural nature in the
issuance of the licenses required for the project. Given the nature of said irregularities, LOV proceeded
to initiate the procedure required further to the issuance of the said decision. In this context, a
presidential decree was issued on 24.02.2020 (GG D’ 91), approving the Special Spatial Plan, the
Strategic Environmental Study and the Detailed Street Plan for the wider area (the former Maroussi
Media Village). Pursuant to the provisions of the said presidential decree, the building permit of the
Shopping Center “The Mall Athens” was issued on 30.07.2021, which safeguards the full and
unhindered operation of the Shopping Center.
LAMDA DOMI S.M.S.A. «GOLDEN HALL»
- With respect to LAMDA DOMI S.M.S.A., a public (already private) law entity under the trade name
“Hellenic Olympic Committee” (“HOC”) has filed a lawsuit against the Public Real Estate Property
Company S.A. (“ETAD”). By means of the said lawsuit, the HOC claims to be entitled to, and therefore
to be granted, the use, management and exploitation of a plot of land of its ownership in which the
International Broadcasting Centre (“IBC”) is built. The HOC also claims ETAD to be declared as liable
for an overall amount of 90,784,500 Euros, which is alleged to have been the lease price paid by the
company under the trade name “LAMDA DOMI S.M.S.A.” (“LAMDA DOMI”) to ETAD (and its
predecessor “HELLENIC OLYMPIC REAL ESTATE S.A”) for the period 30.04.2007-30.06.2019. The said
lawsuit is based on the alleged by the HOC contravention of Article 35 of Law 3342/2005 to Article 17
of the Constitution and more specifically on the allegation that the delegation of use, management
and exploitation deprives the HOC from its right to use the plot and benefit therefrom as its rightful
owner. Pursuant to an impleader by ETAD, LAMDA DOMI filed a “supporting intervention” in favor of
ETAD. Pursuant to the hearing of the case on 13.05.2021, decision No. 2374/2021 of the Multi-Member
First Instance Court of Athens was issued. By means of said decision, the HOC’s lawsuit has been
dismissed.
HELLINIKON S.A.
- HELLINIKON S.A. has no significant open legal cases against her, but on the other hand there are
several open cases in her favour. Therefore, although until the date of publication of the annual financial
statements of 31.12.2021 the result cannot be reliably measurable, the Company's Management
concludes that by the time those will be finalized, the result will not affect, significantly, the financial
results of the Group.
Other issues
- The Group provides, when considered appropriate, and on a company-by-company basis for possible
additional taxes that may be imposed by the tax authorities. As a result, the Group’s tax obligations
have not been defined permanently. At 31.12.2020 no such provisions have been formed for the
Group's and Company's unaudited, by the tax authorities, years. For details regarding the unaudited
tax years for the rest of the Group companies, please see note 23.
33. Related party transactions
The following transactions were carried out with related parties:
Annual financial report for the year ended 31 December 2021
186
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
i) Income from sale of goods and services
- income from subsidiaries
-
-
42.476
1.465
- income from joint ventures
32
32
32
32
32
32
42.508
1.497
ii) Purchase of goods and services
- purchases from subsidiaries
-
-
896
3.490
- purchases from companies which controlling interests
belong to Latsis family
-
964
-
-
-
964
896
3.490
iii) Dividends income
- income from subsidiaries
-
-
8.782
35.566
- income from associates
135
203
135
203
135
203
8.917
35.769
iv) Transactions and remuneration of members of
BoD and management
Members of BoD:
- BoD fees and other short-term employment benefits
2.017
1.711
2.017
1.711
Management:
- Salaries and other short-term employment benefits
5.663
3.567
3.535
3.359
7.680
5.278
5.552
5.070
v) Interest income
- interest income from subsidiaries
-
-
1.159
1.158
-
-
1.159
1.158
vi) Interest expense
- interest expense of parent company
-
41
-
41
- interest expense of subsidiaries
-
-
1.333
1.867
-
41
1.333
1.908
Amounts in € thousands
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Receivables from related parties:
- subsidiaries
-
-
45.585
534
- joint ventures
6
40
6
40
- associates
25
-
-
-
31
40
45.591
574
Dividends receivable from related parties:
- subsidiaries
-
-
24.882
16.100
- associates
-
203
-
203
-
203
24.882
16.303
Payables to related parties:
- subsidiaries
-
-
6.888
5.974
-
-
6.888
5.974
Receivables and payables from/to related parties are satisfied and their carrying amounts approach their fair
value.
GROUP
COMPANY
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Annual financial report for the year ended 31 December 2021
187
ix) Loans to related parties:
Opening balance
-
-
6.777
8.014
Loans granted during the year
-
-
80.000
11.000
Interest received
-
-
-
(53)
Loan repayments
-
-
(2.270)
(11.618)
Loan and interest impairment
-
-
(1.131)
(1.723)
Interest charged
-
-
1.159
1.158
Closing balance
-
-
84.535
6.777
At Company level, the loans to related parties refer to loans of initial capital €115,8m, less impairment €31,2m,
that the parent company has granted to its subsidiaries HELLINIKON S.A., LAMDA DEVELOPMENT ROMANIA
SRL, LAMDA DEVELOPMENT SOFIA EOOD, ROBIES SERVICES LTD and LAMDA DEVELOPMENT MONTENEGRO
DOO. During 2021 the Company provided a long-term loan of €80m to HELLINIKON S.A..
GROUP
COMPANY
x) Loans from related parties:
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Opening balance
-
10.123
56.485
65.449
Loan repayments
-
(10.000)
(10.948)
(10.373)
Interest paid
-
(164)
(6.868)
(498)
Interest charged
-
41
1.333
1.908
Closing balance
-
-
40.002
56.485
At Company level, the loans from related parties refer to loans of initial capital €35,8m that the parent
company has granted to the companies LAMDA PRIME PROPERTIES S.M.S.A. and LOV LUXEMBOURG SARL.
During 2021, the Company repaid interest of €6,5m to the subsidiary LOV LUXEMBOURG SARL and €0,4m to
both LAMDA ILIDA OFFICE S.M.S.Α. and LAMDA PRIME PROPERTIES S.M.S.A. Also in 2021, the Company
repaid loan of €19,9m to the subsidiary LAMDA ILIDA OFFICE S.M.S.Α..
GROUP
COMPANY
xii) Loans to personnel and management:
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Opening balance
3.193
2.970
2.903
2.699
Loans received during the year
-
-
-
-
Fair value adjustment
-
82
-
74
Change during the year
(52)
(30)
(52)
(30)
Recognition of finance income
160
172
147
160
Closing balance
3.301
3.193
2.998
2.903
Services from and to related parties, as well as sales and purchases of goods, take place based on the price
lists in force with non-related parties.
Annual financial report for the year ended 31 December 2021
188
34. Earnings / (losses) per share
The calculation of basic and diluted earnings / (losses) per share is as follows:
The basic earnings / (losses) per share (EPS) are calculated by dividing the net gains / (losses) of the period
corresponding to the shareholders of the parent with the weighted average number of common shares
outstanding during the period, taking into account the average term of the common shares acquired by the
Group as treasury shares.
GROUP
COMPANY
Amounts in € thousands
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Profit / (loss) attributable to equity holders of the
Company
191.242
(51.664)
(9.677)
(1.431)
Weighted average number of ordinary shares in
issue
176.736.715
176.736.715
176.736.715
176.736.715
Minus: Weighted average number of treasury
shares
14.993
-
14.993
-
Total weighted average number of ordinary shares
in issue during the year
176.721.722
176.736.715
176.721.722
176.736.715
Basic earnings per share (EPS) (in euro)
1,08
(0,29)
(0,05)
(0,01)
Diluted earnings / (losses) per share is calculated by dividing the net profits / (losses) attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares outstanding during the year
plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares. Regarding the aforementioned rights, the number of shares
that could have been acquired at fair value (defined as the average annual stock market price of the Company's
shares) is calculated, based on the value of the participation rights related to the existing rights programs
from shares. The number of shares resulting from the above calculation is compared with the number of shares
that could have been issued in case of exercise of the rights. The resulting difference is added to the
denominator as an issue of ordinary shares without consideration. Finally, no adjustment is made to profits /
(losses) (numerator).
GROUP
COMPANY
GROUP
COMPANY
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
01.01.2021
to
31.12.2021
01.01.2020
to
31.12.2020
Weighted average number of ordinary shares in
issue (for basic EPS)
176.721.722
176.736.715
176.721.722
176.736.715
Effect from employees share option scheme
(weighted average number)
1.019.984
-
1.019.984
-
Weighted average number of ordinary shares in
issue (for diluted EPS)
177.741.707
176.736.715
177.741.707
176.736.715
Diluted earnings per share (EPS) (in euro)
1,08
(0,29)
(0,05)
(0,01)
35. Dividends per share
For the forthcoming General Meeting of the Company’s Shareholders no dividend is expected to be proposed
for the fiscal year 2021.
36. Audit and other fees
GROUP
COMPANY
All amounts in € thousands
1.1.2021
to
31.12.2021
1.1.2020
to
31.12.2020
1.1.2021
to
31.12.2021
1.1.2020
to
31.12.2020
Audit fees
482
360
154
110
Annual Tax certificate’s fees
306
262
40
36
Fees for other assurance services
246
124
236
116
Total
1.034
746
430
262
Annual financial report for the year ended 31 December 2021
189
37. Comparative information
In addition to what is mentioned in note 2.2 regarding the change of accounting policy regarding the
distribution of personnel benefits in periods of services, according to IAS 19 “Employee benefits”, the presented
figures for the previous year have been restated/amended for comparability purposes, without significant
effect on equity, sales and results after taxes of the previous year of the Group and the Company. In addition,
in the Statement of Cash Flows the "Interest paid and related expenses" and the " Interest paid related to
lease liabilities" have been reclassified from Operating activities to Financing activities in order to reflect more
representatively the current financial profile of the Group and the Company in relation to IFRS 7.
38. Events after the financial date
There are no other events after the balance sheet date considered to be material to the financial position of
the Company apart from the following:
• In the context of the business plan implementation for the development of the landmark Ellinikon project,
the Company and HELLINIKON S.A. signed on 27.01.2022 a Framework Agreement with a company of the
group BROOK LANE CAPITAL for the development of a state-of-the-art Mixed Use Tower, within the
Commercial Hub in the Vouliagmenis Avenue, which will be completed during the first five-year phase of
the Ellinikon project. The said agreement concerns the development of a Mixed Use Tower consisted of
office space, luxury hotel and residences, which is intended to constitute a landmark building of the whole
area. Subject to the fulfillment of the conditions included in the said Framework Agreement, the
development will be carried out through a special purpose vehicle, whose share capital will be held by a
company of the group BROOK LANE CAPITAL and by HELLINIKON S.A. at 70% and 30% respectively. The
time required for the fulfillment of the aforesaid conditions is estimated at approximately six months. The
design of the Mixed Use Tower has been assigned to the leading international architectural firm AEDAS,
while the management of the hotel and residences will be assigned to an internationally renowned
management company (hotel operator). The total investment for the development of the Mixed Use Tower
is estimated at €200m.
• On 11.03.2022 the process of the technical and financial evaluation of the submitted offers regarding the
Infrastructure construction works in Phase 1 of the project has been completed. The process that started
in July 2021 and was completed on 11.03.2022, has resulted in the selection of AVAX S.A. to be awarded
as Main Contractor. The works will start in March 2022 and will continue until September 2025.
Infrastructure works in Phase 1 will be delivered gradually and include, inter alia, the provision of an
extensive road network. The road netwok includes the Poseidonos Avenue underpass and flyover, as well
as the construction of utilities networks to serve all planned Buildings. Among those are the buildings for
residential and commercial developments and the Sports complex, the Metropolitan Park as well as other
developments planned during Phase 1 of the project.
• HELLINIKON S.A. signed on 06.04.2022 with the banks "Eurobank S.A." and "Piraeus Bank S.A." the
program and the contract for the coverage of a bond loan for the financing of infrastructure and other
developing projects mentioned in Phase A’ of the Project, amounting to €394 m, as well as the financing
of V.A.T. (additional amount up to €100 m), duration until the completion of 10 years from the Date of
Transfer, a fact that covers its revised needs (note 18).
Maroussi, 6 April 2022
Chairman of the BoD Chief Executive Officer Chief Financial Officer
______________________
Anastasios K. Giannitsis
ID H865601
______________________
Odissefs E. Athanasiou
ID AB510661
_____________________
Charalampos Ch.
Gkoritsas
ID AE109453
Annual financial report for the year ended 31 December 2021
190
V.ANNEX – Use of proceeds
Use of proceeds from the Share Capital Increase for the period from 17.12.2019 to
31.12.2021
Pursuant to the provisions of paragraph 4.1.2 , the part A' of the decision No25/17.07.2008 of the Athens
Stock Exchange BoD and the decision No8/754/14.04.2016 of the Capital Market Commission BoD, it is
disclosed that from the share capital increase of the Company by payment in cash and with preemptive rights
to the existing shareholders of the Company, acquiring new shares at a ratio of 1,216918965991410 new
shares for every one (1) existing share, based on the decision of the Extraordinary General Meeting of
shareholders of the Company that took place at 10.10.2019 as was further specified by the resolution of the
Company’s Board of Directors adopted on 21.11.2019, fund up to €650.000.098,00 were raised, minus the
issuance expenses of €10.000.000. From the share capital increase, 97.014.940 new common registered
shares of subscription price €6,70 each and nominal value €0,30 each, which following the approval of the
Listings and Market Operation Committee – Athex Stock Exchange at 19.12.2019, were listed for trading on
the Main Market of the Athens Stock Exchange on 23.12.2019. The Board of Directors held a meeting on
17.12.2019 and certified the payment of the total amount of the share capital increase. Until 30.06.2021 the
raised capital, was allocated according to the use as described in the Prospectus which was approved by the
BoD of the Capital Market Committee at 25.11.2019, as was amended by the resolution of the Company’s
Board of Directors adopted on 28.05.2020 in conjunction with the decision of the Annual General Meeting of
shareholders of the Company that took place at 24.06.2020, as following:
ALLOCATION OF
RAISED CAPITAL AS
PROVIDED FOR IN
THE
INFORMATIVE
BULLETIN
ALLOCATION OF RAISED
CAPITAL AS PROVIDED FOR IN
THE
INFORMATIVE BULLETIN as
was amended by the
resolution of the Company’s
Board of Directors adopted on
28.05.2020 (announcement
29.05.2020) in conjunction
with the decision of the Annual
General Meeting of
shareholders of the Company
that took place at 24.06.2020
(announcement 26.06.2020)
ALLOCATED
CAPITAL
USE FROM
17.12.2019
UNTIL
31.12.2019
ALLOCATED
CAPITAL
USE FROM
01.01.2020
UNTIL
31.12.2020
ALLOCATED
CAPITAL
USE FROM
01.01.2021
UNTIL
31.12.2021
TOTAL
ALLOCATED
CAPITAL
USE UNTIL
31.12.2021
UNALLOCATED
CAPITAL AT
31.12.2021
Note
-
12.393
-
12.393
-
12.393
-
2
40.000 40.000 3.070 36.930
-
40.000
-
3
10.000 10.000
-
9.280
-
9.280 720 4
650.000 650.000 3.070 58.603 300.000 361.673 288.327
Total
-
120.607
C. Acquisition of participation in the company
LAMDA MARINAS INVESTMENTS S.M.S.A (which
was previously named LAMDA DOGUS
INVESTMENTS S.A.) aiming to increase the
participation held and the control of the company
LAMDA Flisvos Marina S.A.
D. Coverage of working capital needs, within 3 years
from the completion of the Share Capital Increase, as
well as for the coverage of the bond loan issued by a
subsidiary in order to cover the undertaken
obligations of the latter.
Issuance expenses
300.000
300.000
167.000
1
Β. Development of two malls in the Property through
participation in share capital increase of a company
which will be established for this purpose, within 3
years from the completion of the Increase.
133.000
120.607
-
-
-
TIME SCHEDULE FOR THE USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE
(all amounts in € thousands)
Allocation of the Capital Proceeds based on the
objective of the Informative Bulletin (section
4.1.2 "Reasons for Issuing the CBL and Use of
Capital")
Α. Participation in share capital increase of
HELLINIKON GLOBAL I S.A. in order to be used by
it to pay as Purchaser of the first two installments of
the price as described in the Share Purchase
Agreement under the terms and conditions of the
Contract and the above Amending Contract, ie an
amount of €300m will be used to pay the first
installment on the Date of Transfer and amount of
€167m will be used to pay the second installment on
the second anniversary of the Transfer Date, provided
that by then construction permits have been issued
for all buildings - landmarks.
467.000
467.000
-
-
Annual financial report for the year ended 31 December 2021
191
Notes:
1. For the period between 01.01.2021 and 31.12.2021, and specifically on 25.06.2021 the contract for
the transfer of shares was signed for the acquisition of 100% of the share capital of "HELLINIKON
S.A." by "HELLINIKON GLOBAL I S.A.", a 100% subsidiary of LAMDA DEVELOPMENT S.A., in
accordance with the provisions of the Share Purchase Agreement dated 14.11.2014. In the context of
the above, the Company proceed with a share capital increase of "HELLINIKON GLOBAL I SA", in order
to be used for the first instalment of the Share Acquisition Price amounting to €300m, under the terms
of the contract above and the subsequent amending contract, at the date of the transfer of shares.
2. For the period from 01.01.2020 up to 31.12.2020, the Company paid the amount of €12,393
thousands for the acquisition of participation in the company LAMDA MARINAS INVESTMENTS S.M.S.A
(which was previously named LAMDA DOGUS INVESTMENTS S.A.) aiming to increase the participation
held and the control of the company LAMDA Flisvos Marina S.A.
3. Out of the amount of €40.000 thousands which will be used within 3 years from the completion of the
share capital increase for the coverage of working capital needs, the amounts that have been allocated
are:
a) For the period from 17.12.2019 up to 31.12.2019, the amount of €3,070 thousands
b) For the period from 01.01.2020 up to 31.12.2020, the amount of €36,930 thousands
4. The distribution of the unallocated amount from the issuance expenses will be decided at a later stage
from the competent bodies of the Company.
5. The remaining unutilized proceeds of the amount of €288,327 thousands were placed either in term
deposits or in sight deposits in accordance with the provisions of the information provided by the
Informative Bulletin at 31.12.2021.
Annual financial report for the year ended 31 December 2021
192
Use of proceeds from the issuance of the Common Bond Loan from 21.07.2020 to
31.12.2021
At the meeting of the Capital Markets Commission as of 07.07.2020, the Prospectus of 07.07.2020 the
Company for the public offer with cash payment and the approval of admission for trading by Athens Exchange
up to 320.000 dematerialized, common, bearer bond of a total amount Euro 320.000.000 was approved.
Following the completion of the option exercise period, the aforementioned issuance of the common bond loan
(hereinafter referred to as "CBL") was fully covered.
The distribution price of the Bonds was defined at Euro 1.000 each, i.e. 100% of its nominal value. The
characteristics of this loan are the following: (a) The bond yield is 3.40% and is fixed over the term of the
loan, (b) Interest is calculated on six‐month basis, (c) The term of the loan is seven (7) years and its repayment
will be realized at the end of the period of seven (7) years. Upon the completion of the Public Offer on
17.07.2020, and according to the aggregated allocation reporting generated using the Athens Stock Exchange
Electronic Book Building (EBB), a total of 320.000 dematerialized, common, bearer bonds of the Company
were issued with nominal value Euro 1,000 each and raised funds of Εuro 320.000.000.
The allocation of issued bonds is as follows: 223.000 Bonds (69,7%) of all issued Bonds were allocated to
Private Investors and 97.000 Bonds (30,3%) of all issued Bonds were allocated to Special Investors.
On 21.07.2020, the Company's Board of Directors conducted the certification of payment of the capital raised.
Following, three hundred twenty thousand (320 k) dematerialized, common, bearer bonds issued were listed
for trading on the Fixed Income Securities of the Organized Market of the Athens Exchange with the approval
of the Athens Exchange Board of Directors as of 22.07.2020.
In view of the above, it is hereby disclosed that an amount of Euro 312,76 thousands , i.e. an amount of Euro
320.000 in cash raised from the CBL coverage preference and subscription rights holders, less the amount of
Euro 7.240 thousands related to issuance expenses, as also incorporated without deviation into the section
4.1.3 “CBL Issuance Expenses” of the Company's Prospectus of 07.07.2020, available as till 31.12.2021 as
follows:
Annual financial report for the year ended 31 December 2021
193
Notes:
1. The amount of €81m was allocated on 24.07.2020 for the repayment of the syndicated bond loan of
the Issuer outstanding balance amounting to €89.1m on 31.12.2019.
2. The amount of € 43,760 thousand that according to the method of disposal was to be allocated within
3 years from the Date of Issuance of the CBL τo cover the working capital needs, interest and financial
expenses of the Issuer, has been allocated in full as follows:
(a) For the period from 21.07.2020 to 31.12.2020, the amount of € 18,514 thousand.
(b) For the period from 01.01.2021 to 31.12.2021 the amount of € 25,246 thousand.
3. The funds that remained unallocated on 31.12.2021 amounting to €188,000 thousand were deposited
in a current bank account, as part of securing the bond loan signed on 24.06.2021 by Lamda
Development S.A. with the banks " Eurobank S.A." and "Piraeus Bank S.A." for the Ellinikon
development project, according to the provisions of the Prospectus.
Allocation of the
Capital Proceeds
based on the
objective of the
Prospectus
Capital
proceeds for
the period
from
21.07.2020 to
31.12.2020
Capital
proceeds for
the period
from
01.01.2021 to
31.12.2021
Total capital
proceeds till
31.12.2021
Non
allocated
balance as
at
31.12.2021
Note
81.000 81.000
- 81.000 - 1
100.000
- 80.000 80.000 20.000 2
63.000 - - - 63.000
43.760
18.514 25.246 43.760 -
25.000
- - - 25.000
7.240 7.240
- 7.240 -
320.000 106.754 105.246 212.000 108.000
Total
ii) Amount of €163m will be available to the subsidiaries of the Issuer within two years, for the implementation of
the Hellinikon Project, as follows:
a) amount of €100 million will be initially allocated to HELLINIKON SA through an intra-group loan with
duration up to 2 years. After its repayment, this amount will remain available for the partial coverage of a
bank letter of guarantee of €150 million (see the section Basic Business Terms of section 3.10.3 "Loan
agreements with credit institutions" of the Prospectus), which expires after the completion of the first phase
of construction of the Project, estimated at 5 years. This bank letter of guarantee ensures the fulfillment of
the Issuer's obligations for any Project cost overruns, as well as for the coverage of any revenue reduction
coming from sales and/or exploitation of assets, which aim to finance the Project budget. Upon expiration of
the above guarantee letter, the Issuer will allocate €100 million to the finance the next installments of the
Consideration and for investments in the next phases of the Project, ie after five years from the Transfer
Date (see the section 3.4.2.1 "Investments for the development of the Property" of the Prospectus) and/or
for coverage of the Issuer's working capital in the specific period of time. It is noted that, in case of the
collapse of the bank letter of guarantee, the amount of €100m will be used for the repayment of the
equivalent claim of the guarantee letter of the issuing bank.
b) amount of €63m will be allocated to Project Implementation Companies within 2 years after the Transfer
Date, through direct or indirect participation in share capital increase of these companies. This amount aims
to finance the development of a shopping center within the urban area in Vouliagmeni Avenue with estimated
gross leasable area of approx. 72,000 sq.m., and the development of a shopping center with estimated
building area of approx. 30,000 sq.m. in the land area of the Agios Kosmas marina.
iii) amount of €43.8m will be allocated to cover the working capital needs, interest and financial expenses of the
Issuer within 3 years from the Date of Issuance of the CBL.
iv) amount of €25m will be used for new investments of the Issuer in Greece in the sectors of development and
exploitation of real estate such as shopping malls, office buildings and marinas, within 3 years from the Date of
Issuance of CBL, through acquisition of shares and/or through participation in share capital increase of other
companies operating in the above sectors.
Common Bond Loan issue expenses
Table of allocation of the Capital Proceeds from the issuance of the Common Bond Loan of € 320,000,000
(amounts in thousand Euro )
Allocation of the Capital Proceeds based on the objective of the
Prospectus (section 4.1.2 "Reasons for Issuing the CBL and Use
of Capital")
i) Amount of €81m for the fully repayment of the syndicated bond loan of the Issuer outstanding balance
amounting to €89.1m on 31.12.2019.