THESSALONIKI PORT AUTHORITY
(ThPA SA)
TRADE REG. NO. 42807/06/Β/99/30
GEMI No. 58231004000
for the Fiscal Year
from January 1 until December 31, 2021 ,
pursuant to Article 4, Law 3556/2007.
Based on the International Financial Reporting
Standards as they have been adopted by the
European Union
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
TABLE OF CONTENTS
Α. Statements by Members of the BoD ....................................................................................................... 5
B. Management Report by the Board of Directors of .................................................................................... 6
C. Corporate Governance Statement, pursuant to art. 152, Law 4548/2018 ................................................ 24
D. Independent Auditors’ Report .............................................................................................................. 54
Report on the Audit of the Separate and Consolidated Financial Statements ............................................... 54
E. Annual Financial Statements ................................................................................................................ 62
Financial Position Statement for Group and Company ................................................................................ 62
Comprehensive Income Statement for Group and Company ...................................................................... 64
Statement of Changes in Equity for Group and Company ........................................................................... 65
Cash Flow Statement for Group and Company .......................................................................................... 67
F. Notes on the Annual Financial Statements ............................................................................................ 69
1. Incorporation and Company activity .................................................................................................. 69
2. Legal Framework ............................................................................................................................. 69
3. Concession agreement for the right of use and exploitation of the terrestrial port zone of the Port of
Thessaloniki ............................................................................................................................................ 70
4. Framework for the preparation and basis for the presentation of the financial statements ....................... 71
4.1. Framework for the preparation .......................................................................................................... 71
4.2. Presentation basis ........................................................................................................................... 71
4.3. Standards-Amendments and Interpretations in force since 01.01.2021 ................................................ 72
4.4. Important judgments, estimates and assumptions .............................................................................. 75
5. Summary of significant accounting policies ........................................................................................... 78
5.1 Consolidation .................................................................................................................................... 78
5.2 Foreign currency ............................................................................................................................... 79
5.3 Property Investments ........................................................................................................................ 79
5.4 Tangible fixed assets utilized for own purposes .................................................................................... 80
5.5 Intangible assets ............................................................................................................................... 81
5.6 Impairment of assets ......................................................................................................................... 81
5.7 Financial Instruments ........................................................................................................................ 81
5.8 Income taxation (Current and Deferred) ............................................................................................. 85
5.9 Inventories ....................................................................................................................................... 86
5.10 Cash and equivalents ....................................................................................................................... 86
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
5.11 Share capital ................................................................................................................................... 86
5.12 Provisions for risks and expenses and contingent liabilities/receivables: .............................................. 86
5.13 State subsidies ................................................................................................................................ 86
5.14 Dividends ........................................................................................................................................ 87
5.15 Income recognition .......................................................................................................................... 87
5.16 Earnings per Share .......................................................................................................................... 89
5.17 Post service personnel benefits ......................................................................................................... 89
5.18 Leases ............................................................................................................................................ 90
5.19 Expenses ........................................................................................................................................ 91
6. Risk Management ................................................................................................................................ 91
6.1 Market Risk .................................................................................................................................... 91
6.2 Credit risk ...................................................................................................................................... 92
6.3 Liquidity risk .................................................................................................................................. 93
6.4 Capital risk management ................................................................................................................. 93
6.5 Fair value ....................................................................................................................................... 93
6.6 Economic conjuncture risk - Macroeconomic business environment in Greece ..................................... 94
7. Segmental reporting ................................................................................................................ 94
7.1 Financial data per segment ...................................................................................................... 95
7.2 Calculation of earnings before tax, financial results and total depreciations (EBITDA) ............................ 99
8. Item analysis & other disclosures ......................................................................................................... 99
8.1 Investment property ................................................................................................................ 99
8.2 Tangible Assets ..................................................................................................................... 100
8.3 Intangible Assets .................................................................................................................. 102
8.4 Right of use asset ..................................................................................................................... 103
8.5 Long-term and other receivables ...................................................................................................... 104
8.6 Inventories ..................................................................................................................................... 104
8.7 Trade receivables ............................................................................................................................. 105
8.8 Advances and other receivables ............................................................................................. 108
8.9 Cash and cash equivalents – Other financial assets ............................................................................ 109
8.10 Equity .............................................................................................................................. 110
8.10.1 Share capital ............................................................................................................. 110
8.10.2 Reserves .................................................................................................................. 110
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
8.11 Provisions for liabilities to employees .................................................................................. 111
8.12 Other provisions ................................................................................................................ 113
8.13 Other long-term liabilities .................................................................................................. 113
8.14 Short-term liabilities .......................................................................................................... 114
8.15 Income taxes payable ....................................................................................................... 116
8.16 Sales ................................................................................................................................ 116
8.17 Cost of sales ..................................................................................................................... 117
8.18 Other revenue and profits .................................................................................................. 117
8.19 Administrative Expenses .............................................................................................................. 118
8.20 Distribution Expenses ........................................................................................................ 118
8.21 Number of personnel and payroll cost ............................................................................................ 119
8.22 Other expenses and losses ............................................................................................................. 120
8.23 Financial income (expenses)........................................................................................................... 120
8.24 Income tax (current and deferred) ................................................................................................ 121
8.25 Dividends ...................................................................................................................................... 123
8.26 Transactions with related parties .................................................................................................... 123
8.27 Commitments, Contingent receivables – liabilities and Guarantees ....................................... 124
8.27.1 Pending cases ............................................................................................................................ 124
8.27.2 Guarantees ................................................................................................................................ 125
8.27.3 Open tax years ........................................................................................................................... 125
8.27.4 Capital expense commitments ..................................................................................................... 126
8.28 Leasing ............................................................................................................................ 127
8.28.1. Group and Company as lessor .................................................................................................... 127
8.28.2.
Group and Company as lessee .................................................................................................... 127
8.29 Earnings per share ............................................................................................................ 128
8.30 Events after the date of the financial statements................................................................. 129
Thessaloniki Port Authority
Société Anonym
(Th. P. A. SA)
5
Α. Statements by Members of the BoD
(pursuant to article 4, par. 2c, Law 3556/2007)
The members of the Board of Directors of Public Limited Company with trade name “THESSALONIKI PORT
1. Athanasios Liagkos, son of Eleftherios, Executive Chairman of BoD
2. Franco Nicola Cupolo, son of Giuseppe, Managing Director (MD) – Chief Executive Officer (CEO),
3. Artur Davidian, son of Eduard, Member of the Board of Directors, specifically appointed for this by virtue
of the decision no 7637/28-3-2022 of the Board of Directors
in our aforementioned capacity, declare and warrant by the present that insofar as we know:
The corporate and consolidated financial statements of the Société Anonyme “ThPA S.A.” for the fiscal year
01.01.2021 – 31.12.2021, which were prepared in compliance with the International Financial Reporting
Standards, as adopted by the European Union, depict in a true manner the assets and liabilities, the net
position and the operating results of the Company and the Group.
The annual Board of Directors Report depicts in a true manner the development, performance, and position
of the Company and the Group, including an outline of the major risks and uncertainties it faces.
The BoD Executive Chairman
The Managing Director & Chief
Executive Officer
The Member appointed
by the BoD
Athanasios Liagkos
ID Card no. AK 148312
Franco Nicola Cupolo
Passport no. YB5642474
Artur Davidian
Passport no. 550219895
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th.P.A. SA) (amounts in € unless otherwise specified)
6
B. Management Report by the Board of Directors of
ThPA “ThPA S.A.”
TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
Dear Shareholders,
We submit, for your approval, the corporate and consolidated financial statements of the Company and the
Group ThPA S.A. for the financial year 1.1.2021 – 31.12.2021.
The present corporate and consolidated financial statements have been prepared in compliance with the
International Financial Reporting Standards (IFRS) as adopted by the European Union, the implementation of
which is obligatory for the Company and the Group and for fiscal years that end on or after 31.12.2004, since
it is listed on the Athens Stock Exchange. The Report based on the relevant provisions of Law 4548/2018 (article
153), of Law 3556/2007 (Gov. Gaz. 91
Α
/30.4.2007, article 4) and the implemented decisions by the Securities
and Exchange Commission issued on it and especially decision no. 8/754/14.04.2016 of the Board of Directors
of the Securities and Exchange Commission and Law 3016/2002 on corporate governance.
1. Nature of activities:
1.1. The purpose of the Company and the Group as described in Article 3 (3) of its Statute is to fulfill the
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th.P.A. SA) (amounts in € unless otherwise specified)
7
• to cruise ships and cruise passengers,
• to ships (anchoring, berthing and other services),
• in car park services &
• in the offering of spaces for commercial and other uses
• intermodal services and dry terminals
1.3. The Port’s competitive environment is determined by its geographic location, the type,
origin/destination of the transported cargoes, the quality and cost of the services rendered and
includes ports with different operating features.
The wider geographic territory presently served by the Port of Thessaloniki is:
the Northern Regions of Greece
the Republic of Northern Macedonia, South Western Bulgaria and Southern Serbia.
the Black Sea countries.
ThPA S.A. intends to attract new major clients from the Republic of Northern Macedonia, SW Bulgaria
and North Serbia by upgrading its infrastructure, procuring of the necessary equipment and, in
parallel, improving the performance of its marketing and sales services.
1.4. The key clients of the Group and the Company are industrial companies, shipping agents, container
transportation companies, freight transport companies, while its sales are marketed:
• via a system of collaborating shipping agents who represent third parties.
• by direct contact and negotiation between ThPA S.A. and the officers of the clients.
1.5 The Group and the Company has the exclusive right for the use and exploitation of the land, buildings
and facilities at the Terrestrial Zone in the Port of Thessaloniki, which is owned by the Greek State.
The terrestrial port zone of ThPA S.A. covers an area of roughly 1.550.000 m², and extends along
roughly 3.500 meters. It possesses of 6.200 meters of wharfs with a net depth up to 12 meters, 6
piers, administration and technical support buildings, warehouses, depots, special equipment and
other facilities.
The aforementioned exclusive right was vested to ThPA S.A. for 40 years, by virtue of the concession
contract dated June 27, 2001 between the Greek State and ThPA S.A. and expiring (after expansion)
in the year 2051. As mentioned below, on February 02, 2018, an amendment to the consolidated
version of the Concession Agreement dated 27 June 2001 was amended and codified, with an annual
grant amount equal to 3.5% of the consolidated income.
1.6 The driving force for the Group and the Company is its personnel, which is divided into the clerical
personnel (Administrative, Technical, Auxiliary) and the longshoremen. In 2021 the Group employed
467 people and the Company 466 people (of whom 292 were regular personnel, 119 longshoremen
and 55 Technical Institute of Education (TEI) students, Hellenic Manpower Organization (HMO)
apprentices and temporary personnel), against 460 in 2020 (241 regular, 124 longshoremen and 95
TEI students, HMO apprentices and temporary personnel). Labor relations are regulated by the
General Personnel Regulation, the National General Collective Agreement, or the Sectoral (Industry-
wide) or similar-profession Contracts, while the remuneration of the employees are governed by the
Operational Collective Agreement for regular personnel and longshoremen. The company invests in
the continuous training and briefing of its personnel by virtue of educational and training programs
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th.P.A. SA) (amounts in € unless otherwise specified)
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and seminars on general issues, such as communication, management, economics, hygiene and
safety.
2. Goals and strategies
2.1. The Port of Thessaloniki is the first transit Port in Greece with respect to conventional cargo. It is the
European Union Port nearest to the Balkan and the Black Sea Zone countries, offers safety to the
cargo in transit and possesses of a natural sea entrance which may cater for ships with deep drafts.
One of its advantages is the Container Terminal, operating on a 24-hour basis with fixed rates, the
operation of the Conventional Port with two shifts and high level equipment and the “Free Zone”
which is one of the 58 in operation throughout the European Union and aimed to principally facilitate
and develop trade between EU Member-States and third countries.
2.2. The aim of the strategy of the Group and the Company is to increase their shareholders’ assets, by:
• maintaining the important (dominating) position the Port holds with respect to its area and
elevating it to become the principal Port in the Balkans;
• reinforcing its role in the Eastern Mediterranean as a center for combined transports, and
• evolving into a transit hub and important Regional Port-Gateway for the Southeastern
European markets, where a significant share will be held by the handling of containers in
transit.
2.3. The main goal of the Company's pricing policy is to offer professional and efficient services at
competitive prices.
2.4. It is a key objective for the Group and the Company to provide efficient services to its customers,
while providing a healthy and secure working environment for its employees. Accordingly, the Group
and the Company continuously strive to modernize and renovate its mechanical equipment and
further develop its infrastructures.
Based on the concession contract signed on February 2, 2018 between ThPA S.A. and the Greek
State, ThPA S.A. is obligated to invest in infrastructure projects and handling equipment amounting
to €180 million by 2025.
3. Financial developments and fiscal year performance (financial and non-financial indexes)
In analyzing the results for 2021 it is noteworthy that the Port of Thessaloniki served a total of 8.771.998 tons
of cargo against 8.104.039 in 2020 (+8,24%), 471.063 Containers (TEU's) against 460.780 TEU’s in 2020
(+2,23%), 1.852 ships against 1.805 ships in 2020 (+2,60%).
3.1. Given these facts, the handling of bulk cargoes exhibited an increase by 14,70% compared to
2020, general cargo increased by 6,33%, RO-RO cargo traffic increased by 41,23% and
containerized cargo increased by 2,23% in terms of TEU’s.
3.1.1. Based on the above, the Company’s turnover, for the fiscal year 2021, amounted to €
76.890 thousands (Group 77.863 thousands) against € 71.724 thousands for the correspondent
fiscal year of 2020, exhibiting an increase by 7,20 %, attributed to the increase of Conventional
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
9
Terminal sales by 16,34% Container Terminal sales and Premises’ Exploitation by 2,67% and
20,23% respectively, while the Passenger Port turnover increased by 110,47%.
3.1.2. Concerning expenses, it is noted that the personnel's salaries and expenses decreased
by 2,19% due to the payment within 2020 of the contract termination severance to the
outgoing BoD Chairman of ThPA SA, amounted € 1.5 million. Third party fees and expenses
decreased by 3,10% while Third-party benefits increased by 21,10%, mainly due to the
increase in electricity costs within the last quarter of 2021 and port security costs. Taxes – fees
are shown increased by 7.21% due to vehicle stamp duties. Miscellaneous expenses increased
by 1,17%. Financial expenses decreased by 0.5%. Depreciation increased by 10,00% due to
the purchase of new mechanical equipment. Provisions for staff compensation increased by
9,72% % due to additional severance costs paid to personnel dismissed in 2021 in excess of
accrued costs, as per the voluntary leave program implemented by the Company. Finally,
material, and fixed assets spare parts ‘consumption, shows an increase by 28,70% due to the
rise in the diesel price and the increase in cargo traffic. Income tax, despite the rate reduction
by 2 percentage units regarding 2020, increased by € 1.447 thousands (at 32,13% rate) due
to sales` increase as well as the provision reversal for unaudited fiscal years recorded in 2020
and deducted from tax.
3.1.3 As a result of the sales increase, gross profits amounted to the sum of € 36.969
thousands (Group 36.182 thousands) (compared to € 33.916 thousands in 2020), exhibiting
an increase by 9,00%. Profits before taxes amounted to € 27.225 thousands (Group 25.912
thousands) (against € 24.598 thousands in 2020), exhibiting an increase by 10,68%, and
profits net of tax amounted to € 21.100 thousands (Group 19.787 thousands) (against € 20.091
thousands in 2020), exhibited an increase by 5,02%. The results of the activities of the
Company per Operational Sector have exhibited profits in all the sectors, besides Passenger
Terminal.
3.2. Furthermore, for the preparation of the attached financial statements in compliance with
International Financial Reporting Standards, the accounting principles and depreciation rates were
followed as below:
The valuation of assets was performed by:
• the fair value method for the land plots (investment real estate), as determined by the
independent surveyor on 31.12.2021;
• the historic cost method for intangible and tangible fixed assets;
• an actuarial survey with respect to post-service liabilities towards the employees;
• the commercial transaction values for other assets and liabilities, which, due to their
short-term nature, approach their corresponding fair values.
The straight-line depreciation method was followed for the depreciation of the fixed assets.
3.3. Alternative performance measures
The Group and the Company utilize Alternative Performance Measures (APMs) in the context of
decision making regarding its financial, operational, and strategic planning and to evaluate and publish
their performance. Such APMs facilitate the better understanding of the Group and the Company’s
financial and operating results, its financial position as well as its cash flows statement. APMs should
be taken into account always combined with the financial results which have been prepared in
compliance with IFRS and are not intended to replace them under any circumstances.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
10
The Group and the Company mainly use liquidity and turnover ratios, financial and operating profits
ratios, which were used to evaluate the Company’s performance and are indicative of the sector.
Liquidity Ratios
• General liquidity ratio
The index is calculated based on the ratio of the total current assets € 114.280 thousands (Group €
113.470 thousands) (2020: € 118.842 thousands) over the total of the short-term liabilities € 19.791
thousands (Group € 19.251 thousands) (2020: € 16.944 thousands).
This ratio measures the balance of cash assets over current liabilities.
The General Liquidity Ratio was 5,77 (Group 5,89) on 31.12.2021, against 7,01 on 31.12.2020.
• Quick or Acid test ratio
This index is calculated by dividing οther financial assets and cash and equivalents € 103.009
thousands (Group € 103.285 thousands) (2020: € 105.111 thousands) with the total of short-term
liabilities € 19.791 thousands (Group € 19.251 thousands) (2020: € 16.944 thousands).
This ratio shows how many times the current assets of the Company cover its current and past-due
liabilities.
The Quick Ratio was 5,20 (Group 5,37) on 31.12.2021, against 6,20 on 31.12.2020.
Turnover Ratios
• Collection of Receivables Turnover Ratio.
The index is calculated based on the average claim ratio from clients, multiplied by the days of the
period against sales. This ratio shows in how many days the company expects to collect its receivables,
from the moment sales were realized.
The collection of receivables turnover ratio calculated to 20 days on 31.12.2021 (Group 20 days),
against 22 days on 31.12.2020.
Should account be taken of customer advance payments collected by the Company in the calculation
of the ratio above, then the ratio is adjusted to 1 day on 31.12.2021 (Group 1 day), against 0 days
(in advance by 0 day) credit on 31.12.2020.
Operating Profits Indicators
• EBITDA
This index is based on the ratio of the results before financial expenses, taxes, depreciation and
amortization amounting to € 34.722 thousands (Group € 33.444 thousands),(2020: € 30.932
thousands) to Sales € 76.890 thousands (Group € 77.863 thousands) (2020: € 71.724 thousands).
Shows the relationship between Earnings before Interest, Taxes, Depreciation and Amortization to
Sales.
The EBITDA ratio has developed to 45,16% (Group 42,95%) on 31.12.2021, against 43,13% on
31.12.2020.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
11
• EBT index
This index based on the ratio of the profit for the period before tax € 27.225 thousands (Group €
25.912 thousands) (2020: € 24.598 thousands) to sales € 76.890 thousands (Group € 77.863
thousands) (2020: € 71.724 thousands).
The Earnings Before Tax (EBT) index is a ratio of gross profit over total sales.
The EBT index has developed to 35,41% (Group 33,28%) on 31.12.2021, against 34,30% on
31.12.2020, while the Net Profits to Sales ratio has developed to 27,44% (Group 25,41%), against
28,01% on 31.12.2020.
3.4. ThPA S.A. shares are listed in the Mid Cap category and in the sector “Industrial Goods & Service –
Transportation Services”. The Company’s share is included in the following indexes of Athens Stock
Exchange:
GD: Athex Composite Share Price Index
DOM: Athex All Share Index
SAGD: Athex Composite Index Total Return Index
HELMSI: Hellenic Mid & Small Cap Index
FTSED: FTSE/ATHEX High Dividend Yield Index
From 1.1.2021 until 31.12.2021, the price for the share slightly increased by 0,80%, from €24,90 to
€25,10.
In the same period, the price level of the ASE General Index increased by 10,44%.
Share price on 31.12.2021 was €25,10 (31.12.2020: €24,90). The book value (BV) of the share was
€ 17,32 (Group € 17,16) compared to € 16,73 in fiscal year 2020, while Price to Book Value (PBV)
was 1,45 (Group € 1,46) compared to €1,49 in fiscal year 2020.
The ratio of the stock exchange price of the share to earnings per share (P/E) on 31.12.2021 was
11,99 (Group 12,79) compared to 12,59 in fiscal year 2020.
Earnings per share net of tax for the period from 1.1.2021 - 31.12.2021 amounted to €2,09 (Group
1,96) compared to €1,99 for the period 1.1.2020-31.12.2020.
4. Environmental – labour issues and other information.
4.1. The Company’s movable and fixed property has not been encumbered with restrictive liens on behalf
of its creditors.
4.2. The Company established a wholly owned subsidiary in Sofia, Bulgaria in 2020 in accordance with its
strategy.
The Company has no branches, except for a new public relations office that opened in Athens in 2021.
4.3. Moreover, in order to secure its assets and also its liability against third parties and its personnel for
damages, it has insured its fixed equipment (machinery – tools – vehicles and vessels – buildings)
conceded to it by the Greek State, against all risks and against civil liability and employer’s civil liability,
as well as the cargoes of its clients against civil liability etc.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
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4.4. Having the promotion and protection of the environment as principal concern, ThPA S.A.:
1. Possesses of the following environmental terms approvals for the operation and for its works:
• Prot. No. 18098/95 Approval of environmental terms for the project for the extension of the
6
th
pier of ThPA S.A.
• Prot. No. 101850/06/06 Extension of the validity of the approval of environmental term
granted by the Joint Ministerial Decision with prot. no. 18098/95 for the extension of the 6
th
pier of ThPA S.A.
• Prot. No. 144914/09 Amendment of the Joint Ministerial Decision for the Approval of
Environmental term with prot. no. 18098/95 for the project “Extension of the 6
th
pier of ThPA
S.A., located in the sea space of the Port of Thessaloniki”, the validity of which was extended
by the document with prot. no. 101850, issued by the General Director for the Environment
of the Ministry for the Environment, Physical Planning and Public Works.
• Prot. No. 195175/11 Amendment of the Joint Ministerial Decision with prot. no. 18098/95 on
the Approval of Environmental Terms for the project “Extension of the 6
th
pier of ThPA S.A.,
located in the sea space of the Port of Thessaloniki”, the validity of which was extended by
means of the document with prot. no. 101850, issued by the General Director for the
Environment of the Ministry for the Environment, Physical Planning and Public Works with
respect to the gathering of materials from the sea and the installation of four (4) tanks for oil
waste by Company NORTH AEGEAN SLOPS – ILIAS ORFANIDIS.
• Prot. No. 203978/12 Approval of environmental terms for the “Operation of the Port of
Thessaloniki”.
• Prot. No. 170059/14 Amendment of the Joint Ministerial Decision with prot. no. 18098/95 for
the Approval of the Environmental Terms for the project “Extension of the 6
th
pier of ThPA
S.A., located in the sea space of the Port of Thessaloniki”, as amended and in force, with
respect to the tanks for the storage of oil waste by Company NORTH AEGEAN SLOPS – ILIAS
ORFANIDIS.
• Prot. No. 171836/14 Amendment of Decision with prot. no. 203978/21-12-2012 for the
approval of Environmental Terms for the project “Operation of the Port of Thessaloniki” with
respect to the storage of sodium hydroxide (NaOH) at pier 4.
• Prot. no. 173239/14 Amendment of Decision with prot. no. 203978/21-12-2012 on the
Approval of the Environmental Terms for the project “Operation of the Port of Thessaloniki”
with respect to the installation of stations for refuelling vehicles with liquid fuel.
• Prot. no. 151696/4-9-2015 Amendment of Ministerial Decision with prot. no. oik. 203978/21-
12-2012 on the Approval of the Environmental Terms for the project “Operation of the Port
of Thessaloniki”, with respect to the construction of a natural gas pipe and the installation of
cranes, gantry cranes and a medium voltage substation.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
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• Prot. no. 101351/16 “Amendment of environmental terms for the Port of Thessaloniki for the
environmental licensing of water airport”.
• Prot. no. 11067/18 Amendment of the environmental terms for project “Operation of the Port
of Thessaloniki” with respect to the operation of washing / lubrication facilities and the
extension of the implementation time for the Rainwater Drainage Management Plan.
• Prot. no. 77389/20 Modification of environmental conditions regarding the expansion project
Port of Thessaloniki 6th Pier.
• Authorized Economic Operator (AEO) License for Security and Safety (AEOS) from the
Independent Authority for Public Revenue
2. Has developed, applies and possesses of a ISO 14001 certificate in the following fields: “Berthing of
commercial ships, loading and unloading of bulk cargoes and containers, storage and handling of
merchandise and other goods and berthing of passenger and cruise ships; concession of spaces for
commercial and cultural activities”.
3. Possesses of an approved plan for the collection and management of ships' waste.
4. Possesses of emergency plans to deal with incidences relating to the pollution of the sea from oil and
hazardous and harmful substances.
On this basis, it is noted that the Company and the Group are active in Greece with the facilities in
Thessaloniki but also in Bulgaria with ThPA Sofia through its newly established subsidiary at the end
of 2020, where the consequences of climate change are more and more intense. In addition, as
mentioned, the activity of the Company is directly related to the management of the natural resources
of the port, therefore it may face difficulties due to climate change. The main challenge of the
Company is the assessment of the vulnerability of its activities in the face of climate change, as well
as the preservation of port resources and the response to expected climatic events that may affect
its operation. In this context, the Company and the Group face challenges related to the protection
of employees and its facilities from natural hazards, the adoption of additional measures to adapt and
manage the phenomenon of climate change, as well as reputation risks, which are associated with
changing perceptions. of the Social Partners, regarding the Company's contribution to an even more
extensive waste and pollutant management. For this purpose, the Company and the Group direct and
develop the appropriate strategies and initiatives for the Health and Safety Environment of ThPA that
support the set corporate objectives for the management of the environmental crisis.
5. Recycles all of the produced waste and in particular:
• Lubricant oil waste
• Used tyres
• Batteries
• Wood packaging
• Metallic packaging
• Lamps and lighting fixtures
• Inert waste
• Filters
• Polluted sawdust
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
14
• Ink toners
• Electrical and electronic equipment waste
4.5. Ever since 2007 ThPA S.A. has implemented the Port Facility Safety Plan of ThPA S.A., drawn up in
compliance with the I.S.P.S Code (International Ship and Port Facility Security Code), in order to
safeguard ships docking at Port facilities, cargoes handled by it, their personnel and passengers and
so on from any malicious activity.
4.6. ThPA S.A. complies with all provisions and requirements of applicable Laws and regulations relating
to employment, Collective Labor Agreements, Company-level Employment Agreements and labor
relations, ratified International Labor Treaties, as well as Laws and Regulations in force on health and
safety at work.
There are company-level collective employment contracts, as well as regulations set by decisions by
the Board of Directors of ThPA S.A., such as the General Personnel Regulation, the Internal
Organization and Operation Regulation, the Hygiene and Safety Regulation.
4.7. Beyond the liabilities and contingent liabilities included in the corporate and consolidated financial
statements and which are not expected to have significant impacts on the operation of the Group and
the Company and its financial status, the Group and the Company have no commitments arising from
past events which could result in an outflow of resources, nor any commitments due to onerous
contracts or reconstruction schemes that would pose any risks to their continuing operation.
4.8. For the year ended 31 December 2021, the Company and the Group are not liable to disclose the
information referred to Article 8 of European Union registration regulation “Transparency of non-
financial statements about companies of Taxonomy Regulation (EU) 2020/852” since the average
personnel number during the financial year did not exceed five hundred employees.
5. Dividend Policy
The Company’s dividend policy aims to satisfy its shareholders while, in parallel, to build reserves to finance its
investments. It is proposed that a sum of € 15.120 thousands from the net profits for fiscal year 2021 be
distributed as dividend, namely 1,50 €/share, pending on the approval by the Annual General Meeting of
Shareholders.
6. Risk Management
6.1. Financial Risk Factors
The Group and the Company are not exposed significantly to financial risks, such as market risk,
fluctuations of foreign exchange rates, market prices, credit risk or liquidity risk. Its financial
instruments mainly comprise of bank deposits (sight and time), as well as trade, other debtors and
creditors, and other financial instruments secondly.
6.2. Market Risk
• Exchange rate risk: The Company trades with domestic and foreign customers and the transaction
currency is the Euro . The subsidiary in Bulgaria trades in BGN. BGN has a locked exchange rate with
the EURO which is the functional currency of the Group and the Company with an exchange rate of
1.9558 and therefore there is no foreign exchange risk.
• Price risk: The Group and the Company are not exposed to price risk since it is a Service Provider and
are not affected by fluctuations in raw materials prices. The services they render are priced based on
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
15
their published pricelist, the prices of which are increased or decreased when it is deemed necessary
by the Group and the Company. Regarding cost of services provided, since it mainly comprises of
payroll costs, it is affected due to increases via inflationary trends.
• Interest rate risk: The Group and the Company are not exposed to floating Interest Rate Risk and do
not have any loan liabilities. Finally, the Group and the Company own, time and other deposits of
short-term duration, which are highly liquid.
6.3. Credit Risk
The exposure of the Group and the Company to credit risk is limited to their financial instruments.
The credit risk to which the Group and the Company are exposed with respect to their customers is
limited given, on the one hand, its large customer base and, on the other hand, that as a standard
practice it receives down payments or letters of credit prior to the commencement of works.
Additionally, with respect to the financial assets as well as the cash or equivalents, the management
of the Group and the Company applies a dispersion policy for the number of banks they do business
with, as well as a policy for assessing their creditworthiness.
6.4. Liquidity risk
There is no liquidity risk for the Group and the Company, since their operating costs are covered by
its cash equivalents (including other financial instruments) which account for 24,00% of current assets
(Group 24,41%). Should this amount include other financial data, that consist of time deposits up to
6 months, then the percentage amounts to 91.02%.
6.5. Capital risk management
The Group and the Company`s objectives in relation to capital management are to ensure the
potential of smooth operation in the future, in order to provide satisfactory returns to shareholders
and other participants and to maintain an ideal distribution of capital and thus to reduce the cost of
capital.
The Group and the Company may change the dividend to shareholders in order to maintain or adjust
its capital structure, return capital to shareholders, issue new shares or sell assets to reduce its debt.
The Group and the Company do not utilize loan capital and the leverage ratio is, therefore, zero.
6.6. Fair value
The amounts in the Statement of Financial Position for cash, receivables and short-term liabilities
approximate their corresponding fair values, due to their short-term maturity.
6.7. Supply chain
There are no suppliers, the interruption of collaborating with whom would jeopardize the operation
of the Group and the Company.
6.8. Economic conjuncture risk - Macroeconomic business environment in Greece
The macroeconomic and fiscal environment in Greece appears stable, however the current hygiene
crisis as a result of COVID-19 continues to prolong uncertainty for a second consecutive year.
Management continuously assesses the potential impact of any changes in the macroeconomic and
fiscal environment in Greece, to ensure that all necessary actions and measures are taken in a timely
manner, in order to minimize any impact on the Company's activities. The Management is not able to
fully and accurately predict the possible developments in the Greek economy, however based on its
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
16
assessment, it has concluded that no additional provisions are required to impair the Group and
Company's financial and non-financial assets as at 31 December 2021.
More specifically, the Group is constantly considering:
• Trade receivables recoverability of the given strict credit policy it applies and also the credit security
in each case.
• To ensure the level of sales due to the dispersion of its activities.
Liquidity of the group is quite significant with €28 million in cash approximately and additional €76
millions in other finance with zero leverage ratio.
7. Important events in fiscal year 2021
• The COVID-19 global pandemic, which broke out in mid-March 2020, continued to affect the global
economy for the second consecutive year. Nevertheless, the Group and the Company showed an
increase in cargo handling at both the Conventional Terminal and the Container Terminal, which was
reflected positively in their financial results. Also, the Management continues to take all necessary
measures to protect the health of the Group and Company's employees.
• On February 5
th
, 2021 the submission of binding financial and technical offers has been completed for
the 2nd Stage of the Tender Procedure regarding the project “Expansion of the Marine Works
Infrastructure of Pier 6”. Binding financial and technical offers were submitted by five (5) schemes.
• On February 24
th
, 2021 Decision No. 287/2021 of the Athens Administrative Court of Appeal was
notified to ThPA SA, unduly reimbursing the amount of € 2.69 million from the amount of € 2.75 million,
which was paid on 2.11.2016 for tax purposes for the years 2005-2010, as well as for the re-audit for
the year 2011. In addition to the amount, interest is calculated with an interest rate of 5.75% from
30.03.2017 and € 12 thousand administrative expenses. The above amounts were paid in full to ThPA
SA within 2021.
• Within the same period, the Group and the Company announced to all stakeholders the establishment
of new offices in Athens.
• To further strengthen the National Health System, ThPA proceeded with an additional donation of €
150 thousand to the University General Hospital of Thessaloniki "AHEPA", a reference hospital for
COVID-19.
• ThPA SA announced the acquisition of two STS Cranes, with a total value of € 15,675 thousands, with
a maximum lifting capacity of 65 tons and 50 tons in dual and single lift operation, respectively, by
Shanghai Zhenhua Heavy Industries, the world leader in the construction and delivery of port
equipment, as part of the mandatory enhancements undertaken by ThPA SA based on the Concession
Agreement with the Hellenic Republic.
• ThPA SA (“ThPA” or the “Company”), in accordance with L.3556/2007, informs about the notifications
received by the company “Belterra Holdings Ltd” and by Mr. Nikos Savvidis on 08/12/2021 and on
09/12/2021 respectively, regarding the significant change on voting rights arising from the indirect
acquisition by Mr. Niko Savvidi of 489.332 shares of ThPA, corresponding to a percentage of 4,85% of
ThPA’s total voting rights (indirect holding).
• This significant change to the voting rights consists, is partly due to the acquisition of 189.477 shares
(1,88%) following the Mandatory Tender Offer launched by Belterra Investments Ltd to the
shareholders of the Company on 30/06/2021, and partly due to the acquisition of 299.855 (2,97%)
shares by Belterra Investments Ltd, by virtue of a stock exchange (OTC) transfer dated 06/12/2021.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
17
• Following the above, Mr. Nikos Savvidis, controls, within the meaning of article 3 par.1 c) L. 3556/2007,
Belterra Holdings Ltd, which controls, within the meaning of article 3 par.1 c) L. 3556/2007, Belterra
Investments Ltd, which controls in total, both directly and indirectly, 7.242.932 of the Company’s voting
rights, corresponding to a percentage of 71,85% of the total Company’s voting rights. In particular,
Belterra Investments Ltd now holds directly 489.332 of the Company’s voting rights, corresponding to
a percentage of 4,85% of its total voting rights, and at the same time already controls, within the
meaning of article 3 par.1 c) L. 3556/2007, Melbery Investments Ltd, which further controls, within the
meaning of article 3 par.1 c) L. 3556/2007, South Europe Gateway Thessaloniki (SEGT) Ltd, owner of
6.753.600 the Company’s voting rights, that is a percentage of 67,00% of the Company’s total voting
rights.
• Prior to the above transactions, Mr. Nikos Savvidis controlled indirectly, within the meaning of article 3
par.1 c) L. 3556/2007, a percentage corresponding to 67,00% of the total voting rights of the Company.
• During the same period, the Company’s Board of Directors approved the increase of the share capital
of the subsidiary ThPA-Sofia, amounting to one million Bulgarian Leva (BGN).
• On July 9, 2021 the BoD of ThPA SA approved the new Regulation on the Internal Organization and
Operation.
• From the total claims of third parties against the Group and the Company, an amount of € 77.3 million
concerned a claim of the Company "ACTE PARK/DEVELOPMENT OF FLOATING PARKS/CAPITAL
CONNECT" for lost profits, due to the cancellation of a tender procedure for the construction of floating
parking at the port of Thessaloniki. The case was heard in October 2018 and in March 2019, Decision
No. 3733/19 of the Multimember Court of First Instance of Thessaloniki was issued, which held that
the action was dismissed in its entirety and essentially unfounded. This decision became final on
25.11.2021.
8. Development-Prospects.
Regarding the prospects for 2022, and the impact from the pandemic (COVID 19) it is estimated that there will
be zero impact on the Company`s financial figures and they will continue having an upward trend. In particular,
(based on the data available to date on the impact of the pandemic), for 2022 the figures for consolidated
sales, operating profit EBITDA and pre-tax profitability are estimated to be improved compared to 2021. The
positive course of the size and course of the Company and the Group is not expected to deviate because of the
conditions created by the Covid-19 pandemic, the effects of which were limited for the Company and the Group
while the relevant restrictions are in the process of being removed. Also, at the end of the year 2020 the
Company established a subsidiary in Bulgaria, ThPA Sofia, which is active in the region and will operate based
on the combination of increasing cargo volumes between Thessaloniki and Sofia and implementing new
intermodal services.
It is the approach of the new Management of the Group and the Company to continuously modernize, develop
and transform the port to become a prime regional leader and being the Gateway Port for the Balkan Region
and beyond. This entails improving the utilization of the existing assets, increasing the efficiency and
productivity of the organization, expanding the throughput capacity of the port, and developing additional
transport modalities, thereby offering improved and additional services to our customers, and creating benefits
for our stakeholders.
ThPA S.A. has the prospects of enlarging the catchment area of the Port. In order to deliver on these prospects,
Management aims at executing the obligatory investments of the Concession Agreement as soon as possible,
ensuring that:
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
18
• The necessary and required investments in infrastructure are executed, principally increasing the
capacity of the Container Terminal by creating additional berths, increasing the draft to accommodate larger
vessels, and increasing the container yard footprint
• Investments in handling equipment are executed, to accommodate larger vessels, and to improve the
operational productivity leading to relative shortening of vessels stays in the Port
• An organizational transformation is currently being executed, ensuring that ThPA S.A. at all times has
an engaged, skilled and efficient organization in place, servicing our customers best possibly.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
19
9. Important transactions with related parties, as per IAS 24
Management remuneration
The remuneration and attendance expenses paid to the members of the Board of Directors and the
remuneration paid to the Company Executives are analyzed per fiscal year as follows:
Amounts in thousands €
31/12/2021
31/12/2020
Short term Liabilities
BoD members remuneration
55
70
Salaries to executive staff
2.325
3.368
Total (a)
2.380
3.438
Post-retirement benefits related to:
Post-working allowances
57
87
Total (b)
57
87
Note: Salaries to executive staff (managerial staff) and other executives were subject to employer
contributions of € 250 thousands (31.12.2020: € 216 thousands).
Beyond the aforementioned remunerations-transactions, no other business relation or transaction took
place in the period 1/1/2021–31/12/2021, as well as no other benefit during the current fiscal year
between the company and the people participating in its Management, as well as to their close relatives.
Moreover, on 31/12/2021 remuneration to members of the BoD for the month of December were owed,
amounting to € 2 thousands (31.12.2020: € 2 thousands) (note 8.14). Finally, it is cited that the
cumulative provision for personnel compensation includes an amount of € 57 thousands (31.12.2020: €
87 thousands), that concerns senior managers and other executives of the Group and the Company.
Transactions with affiliated companies
The Group and the Company have entered into two management service agreements with Terminal Link
SA (TL) and CMA INTERNATIONAL MOBILITY SERVICES (CIMS) SA whereby Terminal Link provides
technical and operational expertise, while CIMS provides support services within expert personnel to the
Company. 2021 fees were amounted to € 900 thousands (2020 € 900 thousands) for TL and € 303
thousands for CIMS (2020: € 497 thousands). Transactions to CIMS were concluded in September 2021
as the Company no longer employs personnel, paid through CIMS.
Participations to affiliated companies
On November 2020 ThPA Sofia EAD (ThPA S.A. subsidiary) was founded with initial Share Capital 500,00
BGN (€ 26 thousands). In August 2021, the Company increased its share capital by 1 million BGN (€ 513
thousand). The Company, for the year 2021, consolidates its subsidiary for the first time. The amount of
transactions for the year 2021 was: € 107 thousands. Of the above amount, € 82 thousands relate to the
rental of two Reach Stacker machines and a Forklift from the parent to the subsidiary.
Receivables from the Company above were amounted € 2.168 thousands on December 31st 2021, of
which € 770 thousand relates to loan receivables while the remaining amount € 1,398 thousand relates
to other commercial receivables.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
20
Final controlling entity
The Parent company of the Company is South Europe Gateway Thessaloniki, which directly owns 67%
of the Company and ultimate controlling entity is BELTERRA HOLDINGS LIMITED.
Αll transactions to related parties are carried out on purchase terms.
10. Events after the Reporting Period
-In 2022, and during the First Investment Period, during which OLTH. SA makes Compulsory Investments under
the commitments of 180 million Euros - the following individual investments are included:
Installation of a new power line of 20 MVA and specifically:
In February 2022 it was signed:
a) Contract with HEDNO for the installation of a new power line of 20 MVA power at the A` pier worth € 1.93
million, which was paid in advance.
b) Contract with the consortium TRUST FACILITY SERVISES-ESA SECURITY SOLUTIONS for the supply and
installation of an ISPS surveillance system worth 2.38 million €
-The global pandemic COVID-19, despite its continuation, does not cause a particular impact on the financial
activities of the Group and the Company. The Management continues to take all the necessary measures to
protect the health of the employees of the Group and the Company through continuous medical examinations
and enacting the system of "distance work" that applies to at least 20% of the total staff.
Regarding the prospects for 2022, and the impact from the pandemic (COVID-19) it is estimated that there will
be a limited impact on the size of the Group and the Company. In particular, (based on the data available to
date on the impact of the pandemic), for 2022 the figures for consolidated sales, operating EBITDA and pre-
tax profitability are estimated to be improved compared to 2021. The exact course will depend on the impact
and duration of the restrictive measures, the course of vaccinations as well as the course and impact of the
pandemic on the economy in general. In the long run, (after the lifting of restrictions and the normalization of
demand) it is estimated that there will continue to be a positive impact on the profitability of the Group and
the Company on a larger scale.
On February 24, 2022 the Company announced that the consortium "MYTILINEOS SA - ROVER MARITIME SL
- HDK SA" became the contractor of the project "6th Pier, Expansion of Port Infrastructure" with a budget of
150 million Euros. This project is the most important part of the Compulsory Investments undertaken by the
Company under the Concession Agreement with the Greek State and will upgrade the position of the Port of
Thessaloniki in the port industry by providing the direct service of Container Vessel Container ships. ), with a
capacity of up to 240 TEU.
The current war situation in Ukraine is not expected to significantly affect the activities of OLTH SA for 2022,
as the Group and the Company do not have special exposure in the Ukrainian and Russian markets. Specifically,
there is no:
- No significant business disruption due to supply chain disruption, closure / suspension of operations /
construction or commercial facilities, travel restrictions.
Seizure / expropriation of assets by state authorities.
- Unavailability of staff.
- Restrictions on cash balances.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
21
Impairment of financial and non-financial assets (taking into account events and new information that have
arisen after the reporting date).
- Significant reductions in sales, profits and / or operating cash flows, as the Group and the Company do not
have significant activities in the areas affected by conflicts, nor have other measures been imposed that affect
its activities. In addition, Management monitors the impact of rising commodity prices and rising raw material
/energy costs, however their impact is not considered significant at this point.
Besides the above, there were no other events after the corporate and consolidated financial statements of
December 31, 2021 that significantly affect the understanding of these financial statements and should either
be disclosed or the disclosed items in the published financial statements.
11. EXPLANATORY REPORT BY THE BOARD OF DIRECTORS
(Pursuant to article 4 pars. 7 and 8 of Law 3556/2007)
11.1. Structure of the Company’s share capital
The share capital of ThPA S.A. stands at thirty million two hundred and forty thousand Euros
(30.2400), is divided in ten million and eighty thousands (10.0800) common nominal shares, of a
value of three Euros (3,00) each. In the share capital there are no shares that do not represent
capitals of the Company or rights to acquire bonds.
The shares of the Company ThPA S.A. are listed in the Main Market of the Athens Stock Exchange
with 25,73% of the total shares being offered to the investing public.
The shareholder structure of the Company on 31/12/2021 was as follows:
Shareholders
Number of shares
Percentage
SEGT Ltd
6.753.600
67,00%
HRADF SA
732.594
7,27%
Investing public
2.593.806
25,73%
TOTAL
10.080.000
100,00%
The Company does not hold any own shares.
11.2. Limitations on share transfer
Company shares are all common registered shares.
Every Company share incorporates every right and liability prescribed by Law and the Company’s
articles of association, which do not include provisions imposing further limitations than those
provided by Law.
11.3 Significant direct or indirect holdings set out by articles 9 to 11 of Law 3556/2007
Significant direct or indirect holdings over 5% on 31/12/2021
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
22
Besides SEGT Ltd. and HRADF, which held on 31.12.2021 67,00% and 7,27% respectively of the
share capital of ThPA S.A., there were no other shareholders with significant direct or indirect holdings
set out by the provisions of Law 3556/07 (articles 9, 10, 11).
11.4 Shares granting special control rights
Besides SEGT Ltd, the reference shareholder, with a percentage of 67,00%, there were no other
Company shares granting special control rights to their owners on December 31, 2021.
11.5 Voting rights restrictions-Deadlines for the exercise of relevant rights
Every share grants the right of one vote. Joint holders of a share, in order to have the right to vote
in the General Meeting, have to appoint to the Company, in writing, one common representative for
this share, who shall represent them in the General Meeting, while until this appointment, the exercise
of their rights shall be suspended. The Company’s shares are freely negotiable. The shareholders
exercise their rights regarding the management of the Company, exclusively by participating in the
General Meetings of the shareholders of the Company.
11.6 Shareholder agreements, disclosed to the Company, entailing restrictions to the
transfer of shares or to the exercise of the rights to vote
No agreements between shareholders, entailing restrictions to the transfer of shares or to the
exercise of the rights to vote, have been disclosed to the Company, nor are such agreements
provided for in its Articles of Association.
11.7 Rules for the appointment and replacement of members of the Board of Directors and
for amending the articles of association
The Board of Directors represents ThPA S.A both in and out of court. It has issued a decision to
assign part of its powers to its Chairman and to the Managing Director and CEO, jointly or each one
individually.
The Board of Directors decides, without any limitation, on any act concerning the management of
the Company, in the context of the corporate scope, with the exception of matters, falling under the
exclusive competence of the General Shareholders Meeting.
The Board of Directors consists of at least nine (9) and up to eleven (11) members.
The composition, term, constitution, operation and competences of the Board of Directors are
governed by the provisions of Articles 7 to 10 of the Company's Articles of Association. Members are
elected by the General Shareholders Meeting, which also defines the terms of its Members.
While HRADF or its legal successor in title, continues to hold at least 5040 common voting shares of
nominal value three Euro (€ 3,00) each (or any equivalent resulting from any change in the nominal
value per share) is entitled to appoint a (1) non-executive member of the Company's Board of
Directors.
Thessaloniki 28.03.2022
The Board of Directors
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
23
THE BoD EXECUTIVE CHAIRMAN OF ThPA S.A.
THE MD-CEO
OF ThPA S.A.
ATHANASIOS LIAGKOS
FRANCO NICOLA
CUPOLO
ID Card No ΑΚ 148312
Passport No.
YB5642474
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
24
C. Corporate Governance Statement, pursuant to art. 152, Law 4548/2018
This statement concerns all the principles and practices adopted by the Company in order to be in line with the
framework that governs it, its performance, the interests of its shareholders and the interests of all interested
parties.
The Company is a société anonyme with securities listed on the Athens Stock Exchange and fully compliant
with the applicable legislation and in particular the new corporate governance environment, in accordance with
the provisions of Law 4706/2020 (A136). For this purpose, it established inter alia all Policies and Procedures
provided for as content of the Internal Organization and Operation Regulation of the Company.
All the practices adopted and implemented by the Company for the year 2021 are in accordance with the entire
regulatory and normative framework.
Both the Articles of Association of the Company, as amended by the decision of its Annual Ordinary General
Meeting of Shareholders dated 23-6-2021 and registered in G.E.MI. under Registration Code 2587779, and,
inter alia, the Regulations of the Board of Directors Committees, the Company Internal Organization and
Operation Rules and the Policies, are posted on the Company's website www.thpa.gr in the path "Investor
Information/Corporate Governance Codes- Regulations - Policies":
https://www.thpa.gr/index.php/el/olth/investors/corporate-code:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code.
Having regard to article 152 of Law 4548/2018, no.1-24 of Law 4706/2020, as well as the Hellenic Corporate
Governance Code (published in June 2021 by the Hellenic Corporate Governance Council, in accordance with
Article 17 of Law 4706/2020 and Article 4 of Decision 2/905/3.3.2021 of the Board of Directors of the Hellenic
Capital Market Commission), this Statement includes the following information:
1.1. Statement of Compliance with the Corporate Governance Code
1.2. Deviations from the Corporate Governance Code
1.3. Internal Audit System and risk management in relation to the financial statements preparation process
1.4. Information in accordance with the provision of Article 152 par. 1d’ of Law 4548/2018 on public takeover
bids
1.5. Board of Directors Composition and Mode of Operation - Competence Independence & Evaluation of
Members - Meetings- Related Party Transactions- Fees
1.6. Committees composed of members of the Board of Directors
1.7. Executive Committee
1.8. General Meeting and Shareholders' Rights. Information on how it operates, its basic powers, a description
of shareholders' rights and how they can be exercised.
1.9. Gender diversity and representation at chief executive officers and senior managers.
1.10. Corporate governance of the subsidiary company “ThPA Sofia EAD”.
1.11. Sustainable Development Policy
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
25
1.1. Statement of Compliance with the Corporate Governance Code
The Corporate Governance Code applied by the Company during the financial year 2021 is distinguished: a) in
the period from 1.1.2021 to 16.07.2021 (entry into force of Law 4707 and b) from 17.07.2021 [entry into force
of Law 4706/2020 (A136)] and onwards.
a) Until 16.7.2021, last day of validity of the previous institutional framework: The Company, by
Decisions of the Board of Directors, had adopted and followed a Corporate Governance Code (CGC), in
accordance with the applicable legislation (Law 4548/2018 on Societes Anonymes, Law 3016/2002 on Corporate
Governance and Law 4449/2017 on the operation of the Audit Committee).
b) Since 17.7.2021, day of validity of Law 4706/2020 (A’136): The Company approved the adoption
and has been applying since 17.07.2021 the Hellenic Corporate Governance Code (HCGC) 2021 of the Hellenic
Corporate Governance Council (HCGC), to which it i subject with more specific deviations. The Company
approved the adoption and applies from 17.07.2021 the Greek Corporate Governance Code (HCGC) 2021 of
the Greek Corporate Governance Council (HCGC), with more specific deviations. www.thpa.gr in the path
"Investor Information/Corporate Governance Code":
https://www.thpa.gr/index.php/el/olth/investors/corporate-code.
The Board of Directors monitors and assesses periodically the implementation and effectiveness of the
Corporate Governance System of provisions 1-24 of Law 4706/2020.
1.2. Deviations from the Corporate Governance Code - Justifications
The following constitute deviations from the Hellenic Corporate Governance Code 2021 of the Hellenic Corporate
Governance Council, implemented by the Company:
Non-Independent Meeting of Non-Executive Members. With regard to item 1.13 of the Hellenic
Corporate Governance Code, which provides that the non-executive members of the Board of Directors meet
at least annually, or exceptionally when deemed appropriate without the presence of executive members in
order to discuss the performance of the latter, in which they do not act as a de facto body or committee of the
Board of Directors, we mention that, in the practice followed by our Company, the members of the Board of
Directors exchange their views during the meetings (ordinary/extraordinary), in order to have an open dialogue
and make constructive criticism of the work of the executive members. No separate meetings of non-executive
members were deemed necessary. Besides, ThPA SA applies article 7 of Law No 4706/2020 according to which
non-executive members: a) monitor and examine the Company's strategy and its implementation, as well as
the achievement of its objectives, b) ensure the effective supervision of the executive members, including the
monitoring and control of their performance, c) examine and express views on the proposals submitted by the
executive members, based on existing information. The most appropriate and constructive practice was the
exchange of views during meetings, between executive and non-executive members, which allows for direct
criticism, clarification and more direct communication between the members of the Board of Directors. Under
no circumstances shall non-executive members be prevented from deliberating separately and/or presenting
their views separately. In this respect, the risk of not meeting exclusively non-executive members was not
assessed as material.
Non-specific objectives of gender representation criteria among chief executive officers and
senior managers and ensuring diversity, as well as timelines for achieving them. Regarding item
2.2.15. of the HCGC, which provides for ensuring that the diversity criteria concern not only the members of
the Board of Directors but also the chief executive officers or the senior managers with specific gender
representation objectives, as well as timetables for achieving them, we report that the company continuously
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assesses its needs fir chief executives officers or senior managers and seeks to fill these positions with highly
qualified and prestigious persons, strictly excluding any discrimination based on gender. This continuous
evaluation is not in line with a strict framework or recruitment schedule by the Company – on the contrary,
the highest flexibility and possibility of the Company to the Company's needs was chosen as a desirable and
appropriate practice for our Company.
In view of this, the risk of a lack of numerically defined diversity criteria in chief executive officers or the senior
managers with specific gender representation objectives and timeframes for their achievement has not been
assessed as material.
Executive Chairman Regarding items 2.2.21, 2.2.2.22 and 2.2.23 of the HCGC, according to which the
Chairman is selected by the independent non-executive members of the Board of Directors and in case the
Chairman is selected by the non-executive members, one of the independent non-executive members is
appointed, either as vice-president or as senior independent member, who, depending on the case, has the
responsibility to support the Chairman, to act as a liaison between the Chairman and the members of the Board
of Directors, to coordinate the independent non-executive members and to lead the evaluation of the Chairman,
while in case the Chairman is an executive member, the independent non-executive vice-president or the senior
independent member do not substitute the Chairman in his executive duties, we report that the selection of
the Chairman of the Board of Directors was made in the Company on the basis of suitability and leadership
qualification criteria, capable of supporting the demanding duties of this position, in the light of the
independence of the judgment, but also taking into account the needs of the Company's operation. It is
proposed that the Chairman of the Company shall be a person of universal acceptance, and to facilitate and
optimize the operation of the Board of Directors of the Company. In this context, Mr. Athanasios Liagkos was
elected Executive Chairman of the Company. Furthermore, Mr. Boris Wenzel was elected as Vice Chairman of
the company as a non-executive member of the Board of Directors in accordance with article 8 §2 of Law
4706/2020 and in particular for the financial year 2021 he was elected from 01.01.2021 until the acceptance
of his resignation on 25.01.2021 and Mr. Laurent Martens from 12.07.2021 – 31.12.2021, who do not replace
the Chairman in his executive duties. Regarding executive duties, there is a provision for the replacement of
the Chairman in the decision on the assignment of responsibilities of the BoD.
No provision in the contracts of the executive members about the return of bonuses. With regard
to item 2.4.14 of the HCGC, according to which the contracts of the executive members of the Board of Directors
provide that the Board of Directors may require the return of all or part of the bonus that has been awarded,
due to breach of contractual terms or inaccurate financial statements of previous fiscal years or generally due
to incorrect financial data used to calculate this bonus, we state that the current executive member contracts
do not provide for the return of a bonus. There is no such terms, since the Company already provides in its
Remuneration Policy that: "The Board of Directors of the Company, following a proposal of the Remuneration
Committee, may decide on the deferral terms of the payment of the variable remuneration or even the recovery
of such variable remunerations from the Company, such as in the event of a serious error proving that the
Company suffered loss or fraud". A specific procedure therefore already exists and it is not appropriate to adopt
the relevant practice of the HCGC.
Non-annual assessment of the CEO's performance. According to point 3.3.12 of the HCGC, the Board of
Directors under the guidance of the nomination committee ensures the annual evaluation of the CEO's
performance. The results of the evaluation should be communicated to the CEO and taken into account in the
determination of his variable fee. In the Company, the Managing Director is under continuous evaluation of
his performance. A more specific procedure was not deemed necessary.
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Non-Provision about the necessary participation of all members of the Board of Directors in
meetings with agendas that include items that need a decision by the General Meeting with an
increased quorum and majority in accordance with Law 4548/18 to be approved. Regarding item
4.3. of the HCGC, according to which at the meetings with agendas that include items that need a decision of
the General Meeting with an increased quorum and majority to be approved in accordance with Law 4548/2018,
all members of the Board of Directors should participate in person or be represented, we state that no quorum
of 100% for such decisions has been expressly provided for in a Company regulatory provision. Before each
meeting of the Board of Directors, its members are given sufficient time to prepare and formulate their views,
so the additional provision of such a restriction for the Company was deemed to risk delaying unduly the
decision in the event of the unforeseen absence of even one member and for this reason is not appropriate for
the operation of the Company, especially in view of the participation in the Board of Directors of members with
a great diversity of nationalities and the criticality of such decisions.
Regarding the above deviations, the Company is vigilant to identify any risks or impacts due to each deviation
and will reassess annually the need to adopt the specific practice.
1.3. Description of the main features of the Internal Audit System - IAS and risk management
The “Internal Audit System” is defined as "the set of internal audit mechanisms and procedures, including
risk management, internal control and regulatory compliance, which covers on an ongoing basis every activity
of the Company and contributes to its safe and effective operation".
The Company implements an Internal Audit System, taking into account the size, nature, scope and complexity
of its activities, in order to operate safely and effectively. This system is based on the internationally recognised
COSO (Committee of Sponsoring Organizations of the Treadway Commission) standard.
The specific objectives of the IAS are:
• The effective and efficient operation of the Company, so that it address appropriately the risks related to
the achievement of its business objectives. This objective also includes the safeguarding of the Company's
assets against improper use or loss, including the prevention and disclosure of possible fraud.
• Ensuring the reliability of the financial information provided, both inside and outside the Company.
• Compliance with applicable laws and regulations, including internal corporate policies.
The IAS consists of five (5) basic elements: Control Environment, Risk Management practices, Safeguards,
Information & Communication and IAS Monitoring Activities.
1.3.1. Internal Audit Department (IAD)
The Company has an independent Internal Audit Department, which reports administratively to the CEO-
Managing Director of ThPA SA and operationally to the Audit Committee of the Board of Directors. The role of
IAD is to support the Company in achieving its goals, applying a systematic, professional approach to evaluating
and improving the effectiveness of Risk Monitoring and Management Processes, Internal Regulations in all
Company activities, Internal Audit Systems and the implementation of Corporate Governance principles and
rules.
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The IAD has an Operating Regulation and a Manual of Procedures, approved by the Board of Directors upon
recommendation of the Audit Committee, which ensure the conduct of the activity of the IAD in compliance
with the Professional Implementation Framework of the Internal Audit.
The IAD has full access to all books and data, to the premises and activities of the Company required for
performing its audit work.
The head of the IAD was appointed by decision of the Company's Board of Directors, upon proposal of the
Audit Committee, is a full-time and exclusive employee, personally and functionally independent and objective
in the performance of his duties and has the appropriate certifications, knowledge and sufficient relevant
professional experience.
The number of internal auditors of IAD is proportional to the size and number of employees of the Company,
the geographical points it operates, as well as the number of audited entities.
1.3.2. Risk Management and Regulatory Compliance Department
The Company has established, in view of the implementation of the new corporate governance framework
based on Law 4706/2020, a single independent Risk Management and Regulatory Compliance business unit,
with operationally reports to an independent member of the Audit Committee and administratively to the
Executive Chairman and has the following duties:
(a) ensuring the adoption by the Company of a clearly set position and a clearly set risk taking framework in
line with its business strategy, objectives and values and the assistance to the Management in taking strategic
decisions with the detection, assessment, communication and response to the relevant corporate risks and,
also,
(b) ensuring the implementation of the applicable regulatory framework, as well as the design, formulation and
implementation of appropriate policies, regulations and procedures of the Company in accordance with the
above-mentioned applicable regulatory framework.
Furthermore, pursuant to Law 4706/2020 on corporate governance, the Policies and Manuals on Risk
Management and Regulatory Compliance of the Company were approved by the Board of Directors.
1.3.3. Audit Committee
The Audit Committee of the Company, in accordance with Article 12 of the Company's Articles of Association,
as in force after its amendment at the General Meeting of Shareholders on 12.07.2021, consists of three
members of the Board of Directors. Therefore, a more extensive reference to the Audit Committee will be
included below in the Committees of the Board of Directors.
It is noted that the Audit Committee evaluated the nature and cost of the non-audit services provided by the
audit firm and confirm that they do not pose a threat to the latter's independence regarding the regular audit
of the financial year 2021, in accordance with the provisions of Law 4449/2018 and Regulation 537/2014 of
the EU.
1.3.4. Periodic Evaluation of the Internal Audit System
The Board of Directors ensures the adequate and effective operation of the company's Internal Audit System.
In this context, in 2021, the Company's Board of Directors approved the Policy and Procedure for the periodic
evaluation of the Internal Audit System, in particular as regards the adequacy and effectiveness of financial
reporting, on an individual and consolidated basis, as regards risk management and regulatory compliance, in
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accordance with recognized evaluation standards and internal audit, as well as the implementation of the
provisions on corporate governance.
The first evaluation of the Internal Audit System by an independent evaluator is due to be completed by
31.03.2023, with reference date on 31.12.2022 and reference period 17.07.2021 – 31.12.2022.
1.3.5 Risk Management Practices
The adequacy and effectiveness of the Internal Audit System-(IAS) in a company is based on: a) the nature
and extent of the risks it faces, b) the extent and categories of the risks that the Board of Directors accepts to
assume, c) the likelihood of the above risks occurring, d) the Company's ability to reduce the impact of the
risks that eventually occur, and e) the cost of operating specific Safeguards, in relation to the benefit from risk
management. The Board of Directors maintains an effective IAS for identifying and dealing with the most
important risks.
The Company has further developed practices that ensure the effective management of the risks of its activities,
supporting and safeguarding the Internal Audit System and the preparation of the Company's financial reports
and financial statements.
These practices concern, inter alia:
The assignment of responsibilities and powers both to the senior management of the company and to the
middle and lower executives, to increase the effectiveness of the Internal Audit System, while preserving the
required division of responsibilities.
Appropriate staffing of Financial Division with individuals who have the necessary technical knowledge and
experience for the duties assigned to them.
Closure procedures including deadlines for submission, responsibilities and classification of accounts.
Audit and accounting agreement procedures to ensure the correctness and legality of entries in the accounts.
The existence of multiple safeguards for the Company's fixed assets, reserves, cash and other assets, such as:
the physical security of Cash and Warehouses, the addition to the Company's premises of an insured safe
owned by a bank, electronically connected (online) to the Company's bank accounts, allowing real-time cash
credit, the inventory and comparison of the measured quantities with those of the accounting books and the
implementation of a system of operation of two different executives-registers of payment orders and approvals,
in the web banking systems of all cooperating banks.
Establishment of a Business Continuity Management System and an Information Security Management System
for the recording and codification of security requirements, user obligations & rights, as well as the services
that ensure their proper operation, in the context of respect for personal data.
The above practices operate within a framework of Security Safeguards, which are divided into: Corporate
Level, Process Level and Information Systems Security Level.
1.4. Information in accordance with the provision of Article 152 par. 1d’ of Law 4548/2018 on
public takeover bids.
It is noted that as regards the requirements, according to article 152, par. 1d Law 4548/2018, information
required under cases c, d, f, h and i of par. 1 of Article 10 of Directive 2004/25/EC of the European Parliament
and of the Council of 21 April 2004 on takeover bids, all these elements are identified below, under 12
[Explanatory report of the Board of Directors (According to Article 4 par. 7 and 8 of Law 3556/2007)].
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1.5. Board of Directors
1.5.1 The Board of Directors is the supreme administrative body of the Company, whose main task is to defend
the general corporate interest and ensure the performance of the Company and represents ThPA SA in judicial
and extrajudicial matters. By decision, it has delegated the exercise of part of its responsibilities to the Executive
Chairman of the Board of Directors, the Chief Executive Officer & Managing Director, the Executive Committee
and the General Managers and Company Managers.
The Board of Directors is competent to decide on any action relating to the management of the Company, the
management of its assets and the fulfillment of its purpose, within the limits of the law and with the exception
of the matters on which the General Meeting of Shareholders decides. The Board of Directors reviews on an
annual basis the corporate strategy an the main business risks affecting the Company.
The Board of Directors shall consist of a minimum of nine (9) to a maximum of eleven (11) Members.
The composition, term, constitution, operation and responsibilities of the Board of Directors are governed by
the applicable provisions, the Company's Articles of Association and the approved Operating Regulation of the
Company's Board of Directors. The Members are elected by the General Meeting, which also determines the
term of office of the Members.
As long as the HRADF or any of its legal universal successor continues to hold at least 504,000 ordinary voting
shares of a nominal value of three euros (€3.00) each (or its respective equivalent arising as a result of any
change in the nominal value per share) it is entitled to appoint one (1) non-executive member to the Board of
Directors of the Company.
The Board of Directors shall meet at least once every three (3) months and shall be in quorum to the extent
that half of its members are present and/or represented at the meeting. The quorum omits any resulting
fraction, while the number of present or represented BoD members may in no case be less than three (3).
Decisions by the Board of Directors are taken validly by an absolute majority of the members attending and
represented. Each BoD member shall have one (1) vote. Each director may validly represent only one other
director on the basis of a clear written mandate to that effect.
BoD Members’ Suitability Policy
In compliance with the new corporate governance environment, a Suitability Policy was prepared for the
members of the Company's Board of Directors, which was approved by the Ordinary General Meeting of
Shareholders of 23-06-2021, in accordance with article 3 of Law 4706/2020 on corporate governance and the
Capital Market Commission Circular no. 60/18.9.2020 ("Guidelines for the Suitability Policy of article 3 of Law
4706/2020").
The Policy includes all the principles and criteria that apply when selecting, replacing and renewing the term of
office of the members of the Board of Directors of the Company, in the context of the evaluation of individual
and collective suitability, and aims to ensure the quality of staffing, effective operation and fulfillment of the
role of the Board of Directors, based on the Company's overall strategy and business goals, with the aim of
promoting corporate interest.
The Nomination Committee also monitors the implementation of the Policy and recommends to the Board of
Directors its amendment and the review of its design and implementation, where and when appropriate.
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The Suitability Policy of the Company’s BoD Members is posted on the Company's website at www.thpa.gr in
the path "Investor Information/ Code of Corporate Governance - Regulations - Policies":
https://www.thpa.gr/index.php/el/olth/investors/corporate-code:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code.
Composition of the Board of Directors:
At the beginning of the financial year 2021, the composition of the Board of Directors was, as elected at
the ordinary General Meeting of the Company's Shareholders of 30.06.2020, as follows:
Athanasios Liagkos : BoD Chairman, executive member
Franco Nicola Cupolo : Managing Director, CEO, Executive member
Boris Wenzel : BoD Deputy Chairman, non-executive member
Artur Davidian : Executive Member
Alexander-Wilhelm Von Mellenthin : Non-Executive Member
Sotirios Theofanis : Non-Executive Member
Angelos Vlachos : Non-Executive Member
Panagiotis Alevras : Independent non-executive member
Panagiotis Michalopoulos : Independent non-executive member
Baiqiao (Leon) Fu : Non-Executive Member
Changes in the composition of the Board of Directors that followed after 01/01/2021 in the year 2021,
summarizing as follows:
On 25.01.2021, Mr. Boris Wenzel resigned, which was accepted on the same day by the Board of Directors.
Subsequently, the ordinary General Meeting was held on 12.07.2021, during which all members of the
aforementioned BoD were re-elected, with the exception of Boris Wenzel, Alexander-Wilhelm Von Mellenthin
and Sotirios Theofanis, while Laurent Martens, Angeliki Samara and Eirini Chadiari were elected as new
members.
Immediately thereafter, the HRADF, by letter dated 06/08/2021, it informed that following the resignation of
Mr. Angelos Vlachos as a non-executive member of the Board of Directors with effect from 09.08.2021, suggests
that he shall be replaced by Mr. Charalambis Karamanneas as a new member of the Board of Directors (no.7
§§6.7 of the Company's Articles of Association, no.79 Law 4548/2018) and to the Audit Committee of the
Company (no.12 of the Articles of Association). Following a relevant report of the Nomination Committee to
assess the suitability of the nominated member, the Board of Directors decided on 11.08.2021 to replace the
resigned member Mr. Angelos Vlachos with the member nominated by the HRADF, Mr. Charalambis
Karamaneas.
In view of the above, the reconstitution of the Board of Directors took place from 11.08.2021. The current
Board of Directors since then, until today and with a term of office until 12.07.2026, is composed
of 9 members and consists as follows:
Athanasios Liagkos : BoD Chairman, executive member
Franco Nicola Cupolo : Managing Director, CEO, Executive member
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Laurent Martens : BoD Deputy Chairman, non-executive member
Artur Davidian : Executive Member
Charalampis Karamaneas : Non-Executive Member
Angeliki Samara : Independent non-executive member
Eirini Chadiari : Independent non-executive member
Panagiotis Michalopoulos : Independent non-executive member
Baiqiao (Leon) Fu : Non-Executive Member
Regarding the Company's remuneration framework, the remuneration of the BoD members for FY 2021 is
presented in Note 8.26 of the financial statements.
According to the Ordinary General Meeting of the Company on 12.07.2021, the BoD Members do not receive
any remuneration-compensation for each meeting; they only have their travel and subsistence expenses paid
for participating in the meetings of the Company's Board of Directors.
ThPA SA EXECUTIVE CHAIRMAN
The Executive Chairman is the executive member of the Board of Directors, who organizes and coordinates the
meetings and the overall operation of the Board of Directors and the General Meetings, and his main
responsibilities derive from the provisions in force and are granted by the Board of Directors, and include:
• Ensuring the overall effective and efficient operation and organisation of the BoD meetings;
• Promoting an open-minded culture and constructive dialogue in the conduct of the Governing Council's
work;
• Facilitating and promoting good and constructive relations between the BoD members and the effective
contribution of all non-executive members to the work of the Board of Directors;
• Ensuring the prompt, full and sound information of the BoD members;
• Cooperating closely with the CEO and the Corporate Secretary for the preparation of the Board of
Directors and the full information of its members;
• Ensuring that the Board of Directors as a whole has a satisfactory understanding of shareholders' views;
• Ensuring the effective communication with the shareholders with a view to the fair and equal treatment
of their interests and the development of a constructive dialogue with them, in order to understand their
positions.
Mr. Athanasios Liagkos, of Greek and Canadian nationality who has served as a coordinator of the National
Strategic Plan for Ports and Marinas as an executive of the HRADF and member of the BoDs of all Port
Authorities in Greece and has an extensive experience in the field of corporate strategic analysis and corporate
governance, has studied Economics and has a MBA.
VICE-CHAIRMAN OF THE BOARD OF DIRECTORS (NON-EXECUTIVE MEMBER)
Since the Company has an Executive Chairman, the Vice Chairman of the Board of Directors is, in compliance
with the law, a non-executive member. The Vice-President does not replace the Chairman in his executive
tasks.
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Since 12.7.2021, Mr. Laurent Martens, of French nationality who has held key management positions in the
port industry for the last 20 years (CMA, CMAT and Terminal Link, CMA CGM, etc.), is the Company's Vice
Chairman. In regard to his external commitments, he holds a managerial position in a company.
MANAGING DIRECTOR - CHIEF EXECUTIVE OFFICER OF THPA SA
The Managing Director – Chief Executive Officer is the executive member of the Company's Board of Directors,
who has indicatively the following responsibilities:
• he is the coordinator of all the company's operations; he is responsible for the results of the Company
and the achievement of the objectives and goals of the Port Authority, is head of the Company's
Executive Committee and guides and coordinates the executives, the employees of the company and all
other stakeholders;
• he ensures and controls the implementation of the strategic decisions as defined by the Board of
Directors and the management of the Company's affairs;
• he supervises all operations and business activities in order to ensure the smooth, orderly and effective
operation of the company, in accordance with the strategic objectives, business plans and action plan,
as determined by the decisions of the Board of Directors and the General Meeting of Shareholders.
• In existing crisis or risk situations, and when conditions demand taking measures that are reasonably
expected to affect the Company significantly, such as decisions regarding the development of business
activity and the risks assumed, which are expected to affect the Company's financial situation, he
submits his estimates and proposals.
Mr. Franco Nicola Cupolo, of Italian nationality is an experienced executive with more than 20 years of
experience in senior management positions in the field of international transport and logistics.
In addition to the above executive members of the Board of Directors (Executive Chairman and Managing
Director -CEO) and the non-executive Vice-Chairman, the following are currently participating, with the
following profile:
• Mr. Artur Davidian (of Russian nationality), who has more than 20 years of experience in managerial
positions and extensive experience in corporate management and development, investment and
international operation, and holds a degree and a PhD in Finance and an MBA from Oxford University.
In regard to his external commitments, he participates in the management and is a BoD member of
companies.
• Mr. Baiqiao (Leon) Fu, of Chinese nationality, expatriated from China Merchants Port Group as a financial
controller to Terminal Link, holds a Master's degree and has 10 years of experience in financial
management, consolidated reporting, financial modelling and analysis.
• Mr. Panagiotis Michalopoulos, of Greek nationality, is an architect-engineer, who has extensive
experience as a designer and supervising engineer in the design, study, supervision and construction,
but also in the services of organizations with senior managerial positions of responsibility.
• Mrs. Angeliki Samara, of Greek nationality, Assistant Professor of Accounting at the Department of
Accounting and Finance of the Faculty of Business Administration of the University of Macedonia, with
professional qualifications in Audit by the Institute of Certified Public Accountants of Greece (SOEL), and
extensive experience in the field of accounting and in the supervision of financial reports and auditing.
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He is also a member of the Quality Control Board (QCB), of the Hellenic Accounting and Auditing
Standards Oversight Board (HAASOB), and of the Quality Control Committee (QCC) of SOEL. In terms
of her external commitments, she is a member of the boards and committees in two companies.
• Mrs. Eirini Chadiari, of Greek nationality, is a senior manager working in the logistics sector and has 25
years of experience in supply chain management, as well as extensive experience and knowledge in
project management and strategic business planning, while she holds a master's degree in international
transport and trade. In terms of her external commitments, she participates in two companies and she
is the manager in one of them.
• Mr. Charalambis Karamaneas, of Greek nationality, member of the Board of Directors of the Hellenic
Republic Asset Management Fund S.A., has served in various management positions of Greek and
international companies, covering the whole spectrum of design and construction of large infrastructure
projects and real estate projects, has experience in management matters, representing the Greek State
in the Boards of Directors of Port Authorities, a five-year degree in Civil Engineering/Structural
Engineering at the University of Patras, and an MBA & MSc in Finance and Banking, a member of both
the Technical Chamber of Greece and the Economic Chamber of Greece. Regarding his external
commitments, he participates in the administration and management of a company.
The external commitments of BoD members have been notified to the Company before their appointment.
Changes to these external commitments (including significant non-executive commitments to companies and
nonprofit institutions) are reported to the Board as soon as they arise.
The detailed CVs of all members of the current Board of Directors remain posted on the Company's website, in
order to fully, adequately and properly inform both the Shareholders of the Company and the investing public:
https://www.thpa.gr/index.php/el/olth/2014-01-04-22-57-18/board-of-directors
https://www.thpa.gr/index.php/en/olth/2014-01-04-22-57-18/board-of-directors
As regards the outgoing members of the Board of Directors during the financial year 2021, we briefly set out
the following information about their profile:
Boris Wenzel
Of French nationality, he has been active as a Managing Director with experience in the strategy and
management of business transformations. He now has 20 years of experience in senior leading positions of
public limited companies (Terminal Link Group etc.), in different cultural environments in Europe, Asia, South
America and proven activity of organizing groups to create surplus value for shareholders.
Willhelm Von Mellenthin
Of German nationality, he is general partner of the investment group “Deutsche Invest Capital Partner GmbH”,
as well as “Deutsche Invest Equity Partners”. He was active in the investment activities of the consultancy
company "Goetzpartners" as Chief Executive Officer and also CEO in the investment company of this group and
other groups of companies. He has provided consulting services during the privatisation of companies in the
former East Germany and started his career as an auditor at KPMG. He holds a Master's degree in Business
Administration and is a certified tax advisor.
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Société Anonyme for the fiscal year ended on December 31, 2021
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Sotirios Theofanis
Of Greek nationality, Chairman and CEO of ThPA SA (23/3/2018 to 30/06/2020), executive and Deputy Director
of Ports of the Ministry of Merchant Shipping, CEO of ThPA SA (1999-2002) and Chairman of the BoD and CEO
of PPA S.A. (2002-2004), with extensive academic-research work in the fields of Ports, Logistics and Freight
Transport and visiting Professor in Higher Education Institutions internationally, NTUA Civil Engineer with
postgraduate and doctoral studies in the fields of Environment, Port Management and Container Logistics.
Panagiotis Alevras
Of Greek nationality, Senior Manager with 30 years of experience, e.g. Managing Director of Olympic Handing,
Senior Manager of Athens International Airport, Project Manager at the Athens 2004 Olympic and Paralympic
Games, Project Manager for airport infrastructure and development (concession of 14 Greek regional airports,
offer for the New Heraklion airport, many assignments abroad), visiting lecturer at the Aristotle University of
Thessaloniki.
Angelos Vlachos
Of Greek nationality, public policy expert specialized in sustainable development, holder of a BA and a PhD
from the University of Athens, and a MA from the University of Sussex, United Kingdom. He has multilevel
experience, broad research and academic work, coordination and participation in strategic ventures related to
tourism and its policies, such as national strategy for its promotion, interconnection of tourism and culture,
international relations with the World Tourism Organization. He has served in prominent positions such as
Director of the Office of the National Tourism Organization in China, Head of the Office of Parliamentary Affairs,
etc.
Corporate Secretariat
The Board of Directors has a Corporate Secretariat to ensure compliance with the internal procedures and
policies, the relevant laws and regulations and the effective and efficient operation of the meetings of the Board
of Directors and the company's Permanent Committees. Also, in order to ensure, in consultation with the
Chairman of the Board of Directors, the immediate, clear and complete information of the Board of Directors
and the Permanent Committees of the company, the inclusion of new members in the Board of Directors, the
organization of General Meetings, the facilitation of communication of shareholders with the Board of Directors
and the facilitation of communication of the Board of Directors with the senior executives.
The Corporate Secretariat is staffed by the following persons:
By Mrs. Georgia Arletou, a graduate of the Law School with specialization in Legal Sciences of the Faculty of
Law and Economics of the Aristotle University of Thessaloniki, worked as a lawyer for eight years and joined
the Company's executive staff on 1.1.1997; she has participated in various Committees of the Company and in
a number of training seminars on company law and corporate governance.
By Mrs. Irene Paspala, who has studied Leadership & Human Resources Management, has 12 years of
experience in supporting senior executives of companies and Organizations, Presidents and CEOs as Executive
Assistant and Secretary of Boards. Communicates fluently 4 languages and has a long track record in the
aviation industry. She belongs to the executive staff of the Company as of 14.09.2020 and she is also the
Secretary of the Company`s Executive Committee, the Remuneration Committee, the Nominations Committee,
while she performs interpreting duties in meetings with official bodies.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
36
Senior executives of the company that are not member of the Board of Directors are:
Henrik Jepsen
Chief Financial Officer of ThPA SA, of Danish nationality, Chief Financial Officer since 2018. Mr Jepsen has
considerable international experience as Chief Financial Officer of ports and container terminals in Europe,
Africa, Middle East and Asia.
In addition, he has many years of international experience as Chief Financial Officer of Construction Groups
and Turnkey Companies in Europe, North America, South America and China. He holds a degree in Business
Administration (Financial and Management Accounting) from Copenhagen Business School, Denmark.
Ioannis Fetanis
Chief Commercial Officer of ThPA SA, of Greek nationality, with many years of experience in multinational
companies in the fields of International Transportation and Logistics, Industry and Trade, Telecommunications
and Advertising, in positions of Commercial Division, Strategic Development, Supply Chain and Marketing,
aiming at International and domestic markets (Greece, Southeastern and Central Europe) and with studies in
Economics and Business Administration.
Suitability and Independence of BoD Members
the composition of the Board of Directors fulfils all the criteria and conditions set out in the regulations of Law
4706/2020 on corporate governance, the approved Suitability Policy of the Company’s BoD Members and its
overall regulatory and normative framework. In particular:
• cover the adequate representation per gender by 25% in accordance with the provisions of Law 4706/2020
and the Suitability Policy of the Board of Directors of the Company [two (2) out of a total of nine (9)
members].
• the legal criteria of independence are met by not less than 1/3 of the total number of BoD members [three
(3) out of a total of nine (9) members] and in particular by: Panagiotis Michalopoulos, Eleni Samara and
Eirini Chadiari, who meet the criteria of independence in accordance with article 4 of Law 3016/2002 and 9
of Law 4706/2020, as: (a) they do not directly or indirectly hold more than 0.5% of the Company's share
capital and (b) they are free from any financial, business, family or other kind of dependency relationship,
which may affect their decisions and their independent and objective judgment;
• all the members of the Board of Directors have the appropriate experience, sufficient knowledge, skills,
independence of judgment, integrity and good reputation, have no impediments and do not lack suitability
in accordance with the approved Suitability Policy and the applicable regulatory and normative framework
of the Company, while their existing professional commitments to other companies do not affect their ability
to deal effectively with the Company's issues, and none of them is member in a Board of Directors of more
than three (3) listed companies,
• the nine-member (9) composition covers the proper and effective exercise of the Company's duties and
responsibilities, reflects the Company's size, organisation and mode of operation; also, the BoD members
cover a wide range of knowledge, skills, qualifications and marketing, which cover the expertise related to
each business activity of ThPA SA and the main risks associated with it, strategic planning, financial reports,
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
37
compliance with the regulatory and normative framework, corporate governance issues, ability to identify
and manage risks and impacts of the technology on the company.
Besides, to date, the examination, assessment of skills and experience of each member of the Board of Directors
individually and the Board of Directors as a whole, and the verification that its members fulfill the suitability
criteria and its independent members fulfill the independence criteria, took place within the financial year 2021,
both by the former Board of Directors before the election of the members as candidates at their meeting on
05.07.2021, and after its election at the Company’s BoD meetings on 12.07.2021 when it was constituted into
a body. Subsequently, for the replacement on 11.8.2021 of the resigning member by the new member proposed
by the HRADF, the previous decision of the Nomination Committee was taken into account. According to the
decision of the Board of Directors to replace the resigned member, the Board of Directors was reconstituted on
the same day, on 11.8.2021, date on which a new assessment was carried out to verify if the BoD member
fulfill the eligibility criteria.
Evaluation of BoD Members and Committees
The Board of Directors is assisted by the Nomination Committee both in determining the suitability of its
members, as well as in assessing their performance and maintaining their suitability.
In particular, in accordance with the established procedure, the Nomination Committee shall evaluate annually
the performance and suitability of the members both on an individual and collective basis. The individual
evaluation shall take into account membership (executive, non-executive, independent non-executive),
participation in committees, special responsibilities/projects, time spent, behaviour, knowledge and experience.
The collective evaluation shall take into account the composition, diversity and effective cooperation of the BoD
members for the fulfilment of their duties. Despite the short period since its establishment, within the financial
year 2021, before the closure of the annual financial statements, the Nomination Committee assisted the Board
of Directors by drafting an evaluation report of its members and informed the members of the Board of Directors
accordingly.
At the same time, the efficiency of each BoD Committee in terms of its assistance to the Board of Directors is
evaluated on the initiative of its Chairman every year in and a relevant report is prepared for each Committee.
Despite the short period of its operation, within the year 2021, before the closing of the annual financial
statements, the Nominations Committee assisted the Board of Directors with the preparation of an evaluation
report of its members and the members of the Board of Directors were informed. In particular, an evaluation
of the operation of the Board of Directors and its Committees as collective bodies was carried out, an evaluation
of the individual and collective suitability of the members of the Board of Directors and its Committees was
carried out, the maintenance of the independence conditions of the independent Board members was checked.
and the presence and participation of the members of the Board was examined. in the meetings of the Board
and its Committees, taking into account the membership of each member as well as its external commitments.
Regarding the conclusions, the operation of the Board and its Committees was evaluated as satisfactory, as
collective bodies, and it was judged that the information on the performance of the subsidiary as well as the
process of preparation of the Remuneration Committee can be further improved.
Coming from the individual assessment of the suitability of the members of the current composition of the
Board. and its Committees, it was found that no member falls under any of the barriers to participation in the
Board. In addition, it was found that the guarantees of morality and reputation, the implementation of the
Policy for the Prevention and Response of Conflict of Interest, the independence of the crisis and the allocation
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
38
of sufficient time, taking into account the status and responsibilities of each member as well as other
professional and personal. It was also found that each member of the Board. has sufficient knowledge and
skills to perform his duties in view of his role and position. All the independent non-executive members of the
Board of Directors maintain in full the conditions and criteria of independence, set by the current regulatory
framework. Furthermore, it was found that the members of the Audit Committee as a whole, have sufficient
knowledge of the sector in which the Company operates, while the two independent members of the Audit
Committee have sufficient knowledge and experience in auditing or accounting, as well as that the members
of the Remuneration Committee fully have, the appropriate knowledge, experience and expertise regarding
remuneration policies and practices as well as risk management.
The collective suitability of the Board and its Committees was assessed as satisfactory. It was found that the
members of the Board are able to make appropriate decisions taking into account the business model, risk-
taking, strategy and markets in which the Company operates. It was also found that all areas of knowledge
required for the business activities of the Company are covered, with sufficient expertise among the members
of the Board. In particular, there is a sufficient number of members with knowledge in each field, so that it is
possible to hold a discussion on the decisions to be taken and the members of the Board. have collectively the
necessary skills to present their views. The composition of the Board reflects the knowledge, skills and
experience required to conduct any company business, strategic planning, financial reporting and risk
recognition and management capabilities. The Company has an adequate representation per gender of 25% of
all members of the Board and generally ensures equal treatment and equal opportunities between the sexes.
Finally, it was found that the diversity criterion governs the Board. and is applied between its members, as the
BoD. operates without discrimination on the basis of age, sex, gender, color, national origin, health, educational
and professional history of its members and involves persons of five different nationalities.
Finally, the presence and participation of members in the meetings of the Board. and its Committees was
assessed as satisfactory.
Board of Directors Meetings
The Board of Directors meets at the registered office of the Company in the Port of Thessaloniki, or at any
other place provided for in its Articles of Association. The meetings may be held by teleconference for some or
all the members, in accordance with the applicable provisions, the Company's Articles of Association, its Rules
of Procedure and the entire regulatory and normative framework of the Company.
The following meetings took place during the financial year, showing the participation of each member in all
the meetings respectively:
FULL NAME
TITLE
Participation in
all meetings
Comments
1. Athanasios Liagkos
Chairman of the Board of
Directors, Executive
Member of the Board of Directors
15/15
2. Laurent Martens
Vice - Chairman, Non-Executive
Member of the Board of Directors
6/6
Commencement
of term of office
12/07/2021
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(Th. P. A. SA) (amounts in € unless otherwise specified)
39
3. Franco Nicola Cupolo
Managing Director - Chief
Executive Officer, Executive
Member of the Board of Directors
15/15
4. Artur Davidian
Executive Member of the Board
of Directors
15/15
5. Fu Baiqiao (Leon)
Non-Executive Member of the
Board of Directors
15/15
6. Charalampis Karamaneas
Non-Executive Member of the
Board of Directors
2/2
Commencement
of term of office
11/08/2021
7. Panagiotis Michalopoulos
Independent Non-Executive
Member of the Board of Directors
15/15
8. Angeliki Samara :
Independent Non-Executive
Member of the Board of Directors
6/6
Commencement
of term of office
12/07/2021
9. Eirini Chadiari
Independent Non-Executive
Member of the Board of Directors
6/6
Commencement
of term of office
12/07/2021
10. Angelos Vlachos
Non-Executive Member of the
Board of Directors
10/12
Start of term of
office
09/08/2021
11. Panagiotis Alevras
Independent Non-Executive
Member of the Board of Directors
9/9
End of term of
office
12/07/2021
12. Von Mellenthin
Alexander – Wilhelm
Non-Executive Member of the
Board of Directors
9/9
End of term of
office
12/07/2021
13. Boris Wenzel
Vice - Chairman, Non-Executive
Member of the Board of Directors
0/0
End of term of
office
25/01/2021
14. Sotirios Theofanis
Non-Executive Member of the
Board of Directors
9/9
End of term of
office
12/07/2021
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
40
Information on the number of shares held by each member of the Board of Directors and each
principal executive of the Company.
No member of the Board of Directors or principal executive of the Company holds shares in the Company.
Report on decision-making policies in relation to transactions between related parties.
In order to adequately inform the Board of Directors when making decisions regarding transactions between
related parties including the transactions of the subsidiaries of ThPA SA, the Board of Directors has approved
and applies a related party transaction procedure.
The related party transaction procedure provides in particular for:
• The legislative and regulatory framework with which the Company and its subsidiaries are required to
comply,
• The responsibilities and obligations of all involved departments and division of the Company for the
management of transactions with related parties,
• The way to identify related parties,
• The process of managing and approving the conclusion of transactions with related parties;
• The cases exempted from the Advance Authorisation Scheme,
• The legal procedures for notifying transactions with related parties.
In the above context, in FY21, the Company entered into the following transactions with related parties:
Award Publicity
Related Party Transaction BoD License GEMI(GECR) Reg.
No.
Artur Davidian conclusion of employment contract 13/09/2021 2625828/23/09/2021
(no.99 par.2 L.4548/2018) as Chief Investment Officer 2773053/11.01.2022
Athanasios Liagkos conclusion of employment contract 17/12/2021 2755552/21-12-2021
(no.99 par.2 L.4548/2018) as Management Consultant 2796316/15.02.2022
Remunerations of members Board of directors
Regarding the Company's remuneration framework, the remuneration of the BoD members for FY 2021 is
presented in Note 8.26 of the financial statements.
According to the Ordinary General Meeting of the Company on 30.06.2020, the remuneration of the members
of the Board of Directors and its Committees was pre-approved and, according to the Ordinary General Meeting
of the Company on 12.07.2021 approved that from 01.01.2021 to 31.12.2021, the BoD Members do not receive
any remuneration-compensation for each meeting; they only have their travel and subsistence expenses paid
for participating in the meetings of the Company's Board of Directors.
The Company, following the annual Ordinary General Meeting on June 30, 2020, adopted and applies a
Remuneration Policy in accordance with article 110 of Law 4548/2018.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
41
The Remuneration Policy and the Remuneration Reports per year are available to all interested parties on the
Company's website: https://www.thpa.gr/index.php/el/#!. The Remuneration Report for 2021 will become
available upon its approval by the Ordinary General Meeting for 2022.
1.6. BOARD OF DIRECTORS COMMITTEES
1.6.1. AUDIT COMMITTEE
According to Article 12 of the Company's Articles of Association, as in force after its amendment: "The Company
has an Audit Committee in accordance with Article 44 of Law 4449/2017 as amended in accordance with Article
74 of Law 4706/2020, consisting of three (3) Members of the Board of Directors. Provided that the Fund
(HRADF) or any of its legal successors continues to hold at least 504,000 ordinary voting shares with a nominal
value of € 3.00 each or the equivalent number of voting ordinary shares arising from such shares as a result of
any change in the nominal value per share (and for the avoidance of doubt, not taking into account any
fluctuation of the percentage on the total issue shares of the Company represented by these shares) the BoD
member appointed by the Fund in accordance article 7 par.6. Participates in the Audit Committee.
The Remuneration Committee of ThPA SA SA fulfils its obligations under the law and the Rules of Procedure,
with the supervision of external audit, the internal control system and the risk management system, the activity
of internal control and financial reporting. In this context:
• It informs the Board of Directors of the outcome of the statutory audit and explains how the statutory
audit has contributed to the integrity of the financial information and its role in this process;
• It monitors the financial information process and makes recommendations or proposals to ensure its
integrity,
• it monitors the effectiveness of the company's internal audit, quality assurance and risk management
systems and, where appropriate, its internal audit department with regard to the audited entity's financial
information, without prejudice to that entity's independence;
• monitors the statutory audit of the annual & consolidated financial statements and, especially their
performance.
• oversees and monitors the independence of chartered accountants or auditing firms and especially the
adequacy of the provision of non-audit services to the audited entity,
• is responsible for the selection process of chartered accountants or audit firms and proposes the
chartered accountants or audit firms to be appointed.
• in addition, it submits to the Ordinary General Meeting of the company its annual activity report, and
receives from the external auditor, together with its audit report, the additional report referred to in Article
11 of Regulation (EU) 537/2014.
Operation and Composition of the Committee
The Ordinary General Meeting of June 23, 2021 decided that the Audit Committee of the company will constitute
a Committee of the Board of Directors within the meaning of article 44 par. 1a case aa’ of Law No. 4449/2017,
with a term until 23.06.2023.
The Committee has three members and consists of two independent non-executive members and one non-
executive member. The majority of the Audit Committee members are independent. The Chairman of the Audit
Committee is appointed by its members and is independent.
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42
The Audit Committee is in quorum when a majority of its members is present and for the validity of the decision
making of the Committee, a majority of its members present is required. The Audit Committee shall meet
regularly, at least 4 times a year or on an ad hoc basis in order to carry out its duties effectively. At least twice
a year, it meets with the company's external auditor, without the presence of Management executives.
The Audit Committee operates in accordance with its Rules of Procedure, which was approved following a
recommendation of the Audit Committee and was approved by the Board of Directors within the year, and is
posted on the Company's website at www.thpa.gr in the parth “Investor Information/ Corporate Governance
Code - Regulations - Policies”:
https://www.thpa.gr/index.php/el/olth/investors/corporate-code:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code.
The composition of the Committee is in accordance with Article 44 of Law 4449/2017 as amended and in force.
In the year 2021, there were changes in the composition of the Audit Committee of ThPA SA due to the loss of
the member status of the Board of Directors of some members of the Committee as follows:
1. By decision of the Ordinary General Meeting of Shareholders of ThPA SA dated 30/6/2020, an Audit
Committee was appointed, consisting of the following members:
- Panagiotis Alevras, independent non-executive member (member)
- Angelos Vlachos, non-executive member (member)
- Panagiotis Michalopoulos, independent non-executive member (Chairman)
2. By decision 7596/12.7.2021 of the Board of Directors of ThPA SA, following the redefinition of the type
of Audit Committee by the Ordinary General Meeting of 23 June 2021, the composition of the Audit Committee
was changed as follows:
- Angelos Vlachos, non-executive member (member)
- Panagiotis Michalopoulos, independent non-executive member (Chairman)
- Angeliki Samara, independent non-executive member (member)
3. By decision 7599/11.8.2021 of the Board of Directors of ThPA SA, it was decided to replace in the
Audity Committee Mr. Angelos Vlachos with Mr. Charalampis Karamaneas, due to the resignation of the former
as a BoD member. Therefore, the current composition of the Audit Committee is as follows:
- Charalambis Karamaneas, non-executive member (member)
- Panagiotis Michalopoulos, independent non-executive member (Chairman)
- Angeliki Samara, independent non-executive member (member)
In cases of loss of the BoD member status of certain members of the Committee, the Board of Directors
appointed new members among its existing members to replace those who ceased.
Committee meetings of members/participation of each member in all meetings.
During the financial year, the Committee held meetings in the composition set out in the table below, showing
the participation of each of its members in all meetings as follows:
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
43
FULL NAME
TITLE
Participation in
all meetings
Comments
1. Panagiotis Michalopoulos
Chairman of the Audit Committee,
Independent Non-Executive
Member of the Board of Directors
29/29
2. Charalampis Karamaneas
Member of the Audit Committee,
Non-Executive Member of the
Board of Directors
11/11
Commencement of
term of office
11/08/2021
3. Angeliki Samara :
Chairman of the Audit Committee,
Independent Non-Executive
Member of the Board of Directors
14/14
Commencement of
term of office
12/07/2021
4. Angelos Vlachos
Member of the Audit Committee,
Non-Executive Member of the
Board of Directors
18/18
End of term of
office 09/08/2021
5. Panagiotis Alevras
Chairman of the Audit Committee,
Independent Non-Executive
Member of the Board of Directors
15/15
End of term of
office 12/07/2021
In terms of its activities during the financial year, the Remuneration Committee met 29 times with all members
present (i.e. 100% participation rate) in accordance with the above table. Minutes were kept during the
meetings describing the agenda items and any decisions taken by the Committee. In meetings of the Committee
during 2021, senior executives of the company, executive and non-executive members of the Board of Directors
and its committees were invited and participated, as well as directors and heads of departments, depending on
the issues to be discussed. The subjects of the meetings were the following:
(a) the external consultant's audit reports,
(b) the audit reports of the Head of the Internal Internal Audit Department
(c) the performance of specific thematic audits, based on risks identified during the year,
(d) the 2021 audit plan and the update of the Risk Register,
(e) the recommendations of the Audit Committee to the Board of Directors,
(f) the clarification of the issues of the Annual & Semi-annual Financial Report for the year 2021, while the
meetings for the approval of the financial statements were attended by the two independent members of the
Committee who have sufficient knowledge and experience in auditing or accounting,
(g) the discussion and approval of the Rules of Procedure of the Audit Committee & the Department
Internal Audit, as well as the Manual of Procedures of the Internal Audit Department,
(h) the approval for the provision of additional audit services by the Audit Firm KPMG,
(i) the evaluation of the work of the Head of the Internal Audit Department,
(j) the Audit Committee's proposal for the continuation of its term of office, and
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
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44
(k) the procedure for the recruitment of an additional internal auditor to the Internal Audit Department to
strengthen the Department.
The Audit Committee, in the context of its work, examined its performance and found that maximum efficiency
is ensured in its operation, as it has fully fulfilled its tasks.
The compensation fee of each member of the Audit Committee remains the same as in the year 2020 and
amounts to a monthly payment of €1,000 (one thousand euros, net, after taxes and deductions).
1.6.2. NOMINATION COMMITTEE
The Remuneration Committee of ThPA SA operates in consultation with the Board of Directors in accordance
with the powers granted to it by law and by the Board of Directors and provided for in its Rules of Procedure.
It deals with the identification and proposal to the Board of Directors of persons suitable for the Board of
Directors' membership, examines the suitability of the members of the Board of Directors in accordance with
the criteria of the relevant Company Policy and monitors the continuous implementation of the above suitability,
while ensuring that the composition, structure and operation of the Board of Directors meets the relevant legal,
regulatory and supervisory requirements.
Operation and Composition of the Committee
The Remuneration Committee of ThPA SA is composed, in accordance with the provisions of no. 10 and 12 of
Law 4706/2020, of three (3) non-executive members of the Board of Directors, two (2) of which are
independent non-executive members. The members of the Committee are appointed by the Board of Directors
and have a term of office equal to that of the Board of Directors. The term of office of each member may not
exceed nine (9) years in total. The Chairman of the Committee is appointed by the Board of Directors of the
company and is independent, non-executive Member.
A absolute majority of the members of the Committee constitute a quorum for the conduct of its work and a
simple majority of the members present is required for a decision-making. The Nomination Committee meets
at least once a year.
The Remuneration Committee operates in accordance with its Rules of Procedure, which was approved by the
Board of Directors within the year, and is posted on the Company's website at www.thpa.gr in the tab “Investor
Information/ Corporate Governance Code - Regulations - Policies”:
https://www.thpa.gr/index.php/el/olth/investors/corporate-code:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code
The Nomination Committee was set up by Decision no. 7596/12.07.2021 of the BoD and its members are the
following:
1
Angeliki Samara :
Chairman of the Committee, Independent – Non-Executive
Member of the Board of Directors of the Company
2
Angelos Vlachos
Member of the Committee, Non-Executive Member of the Board
of Directors of the Company
3
Eirini Chadiari
Member of the Committee, Independent, Non-Executive
Member of the Board of Directors of the Company
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Then pursuant to Decision 7599/11.8.2021 of the Board of Directors of ThPA SA, it was decided to replace in
the Audit Committee Mr. Angelos Vlachos with Mr. Charalampis Karamaneas, due to the resignation of the
former as a BoD member. Therefore, the composition of the Remuneration Committee is as follows:
1
Angeliki Samara
Chairman of the Committee, Independent – Non-Executive
Member of the Board of Directors of the Company
2
Charalampis
Karamaneas
Member of the Committee, Non-Executive Member of the Board
of Directors of the Company
3
Eirini Chadiari
Member of the Committee, Independent, Non-Executive
Member of the Board of Directors of the Company
The term of office of the current composition of the Remuneration Committee is five years, from 12.07.2021
to 12.07.2026.
Committee meetings of members/participation of each member in all meetings.
During the financial year, the Committee held meetings in the composition set out in the table below, showing
the participation of each of its members in all meetings as follows:
FULL NAME
TITLE
Participation in
all meetings
Comments
1. Angeliki Samara
Chairman of the Audit Committee,
Independent Non-Executive
Member of the Board of Directors
3/3
Commencement of
term of office
12/07/2021
2. Eirini Chadiari
Independent Non-Executive
Member of the Board of Directors
3/3
Commencement of
term of office
12/07/2021
3. Charalampis Karamaneas
Non-Executive Member of the
Board of Directors
2/2
Commencement of
term of office
11/08/2021
4. Angelos Vlachos
Non-Executive Member of the
Board of Directors
0/0
End of term of
office 09/08/2021
With regard to its activities within the fiscal year 2021 and in particular within the six months from its
establishment and within the first quarter of the year 2022, before the closure of the annual financial statements
for the implementation of actions related to the financial year 2021, the Nomination Committee met three (3)
times with all members present (ie participation rate 100%). Minutes were kept during the meetings describing
the agenda items and the decisions of the Committee. The Head of the Risk Management and Regulatory
Compliance Department of the Company was invited to a meeting of the Committee.
The subjects of the meetings were the following:
a) examining the suitability of a new member of the Board of Directors who has replaced a resigned member,
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b) the individual evaluation of the members of the Board of Directors and its Committees, including the
examination of the presence and participation of the members in the meetings of the Board of Directors;
c) the collective evaluation of the body of the Board of Directors and its Committees, the monitoring of the
implementation of the company's Suitability Policy,
d) the verification of the fulfillment and maintenance by all members of the Board of Directors of the suitability
criteria and the independence requirements,
e) the verification of compliance of the composition, structure and operation of the Board of Directors with the
relevant legal, regulatory and supervisory requirements,
f) the verification of the non-existence of conflicts of interest of the members of the Board of Directors, the
supervision of the updating and maintenance of the register of solemn statements – CVs and details of the
members of the Board of Directors and the corresponding update of the related parties register and conflict of
interest,
g) examine the time needed by each member of the Board of Directors to carry out his duties effectively, taking
into account any external commitments,
h) the supervision of compliance with the obligation of the Board of Directors to keep the updated CVs of each
member posted on the company's website; and
i) the design of the process of implementing a policy of continuous education and training of members of the
Board of Directors and senior management.
The Nomination Committee, in the context of its work, has examined its performance and found that maximum
efficiency in its operation is ensured, as it has fully carried out its duties.
1.6.3. REMUNERATION COMMITTEE
The Remuneration Committee of ThPA SA operates in consultation with the Board of Directors in accordance
with the powers granted to it by law and by the Board of Directors and provided for in its Rules of Procedure.
It deals with the monitoring of the implementation of the company's remuneration policy and its reassessment,
examines the terms of employment of the members of the Board of Directors and the executives, and the
annual remuneration report, which it submits to the Board of Directors for approval. At the Annual Ordinary
General Meeting on June 30, 2020, the remuneration policy of the company was approved in accordance with
article 110 of Law 4548/2018.
Operation and Composition of the Committee
The Remuneration Committee of ThPA SA is composed, in accordance with the provisions of no. 10 and 11 of
Law 4760/2020, of three (3) non-executive members of the Board of Directors, two (2) of which are
independent non-executive members. The members of the Committee are appointed by the Board of Directors
and have a term of office equal to that of the Board of Directors. The term of office of each member may not
exceed nine (9) years in total. The Chairman of the Committee is appointed by its members at its first meeting
for its constitution, in accordance with the rules of the Corporate Governance Code and the provisions of the
Rules of Procedure of the Committee.
A majority of the members of the Committee constitute a quorum for the conduct of its work and a simple
majority of the members present is required for a decision-making. The Remuneration Committee meets at
regular intervals, at least twice (2) a year.
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The Remuneration Committee operates in accordance with its Rules of Procedure, which was approved by the
Board of Directors within the year, and is posted on the Company's website at www.thpa.gr in the tab “Investor
Information/ Corporate Governance Code - Regulations - Policies”:
https://www.thpa.gr/index.php/el/olth/investors/corporate-code:
https://www/thpa.gr/index.php/en/olth/investor-relations/corporate-code
In 2021, there were changes in the composition of the Company's Remuneration Committee as follows:
1. Decision 7524/29.9.2020 of the 622nd Meeting of the Board of Directors of ThPA SA defined the following
composition of the (already established by decision of the Board of Directors dated 30.01.2019) Remuneration
Committee:
1
Panagiotis
Michalopoulos
Chairman of the Committee, Independent – Non-Executive Member of the
Board of Directors of the Company
2
Boris Wenzel
Member of the Committee, Non-Executive Member of the Board of Directors
of the Company
3
Panagiotis Alevras
Member of the Committee, Independent, Non-Executive Member of the Board
of Directors of the Company
2. By virtue of Decision 7565/21.4.2021 of the 629th Meeting of the Board of Directors of ThPA SA, it was decided
to replace Mr Boris Wenzel in the Remuneration Committee with Mr Angelos Vlachos, following the resignation
of the former as a BoD member. Therefore, the composition of the Remuneration Committee is as follows:
1
Panagiotis Michalopoulos
Chairman of the Committee, Independent – Non-Executive Member of the
Board of Directors of the Company
2
Angelos Vlachos
Member of the Committee, Non-Executive Member of the Board of Directors
of the Company
3
Panagiotis Alevras
Member of the Committee, Independent, Non-Executive Member of the Board
of Directors of the Company
3. Decision 7596/12.7.2021 of the 635th Meeting of the Board of Directors of ThPA SA set the current composition
of the Remuneration Committee, which consists of the following members:
The Chairman of the current Committee has served in the Committee for more than one year in previous
compositions.
The mandate of the current composition of the Remuneration Committee is five years, from 12.07.2021 to
12.07.2026.
1
Panagiotis Michalopoulos
Chairman of the Committee, Independent – Non-Executive Member of the
Board of Directors of the Company
2
Laurent Martens
Member of the Committee, Non-Executive Member of the Board of Directors of
the Company
3
Eirini Chadiari
Member of the Committee, Independent, Non-Executive Member of the Board
of Directors of the Company
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Committee meetings of members/participation of each member in all meetings.
During the financial year, the Committee held meetings in the composition set out in the table below, showing
the participation of each of its members in all meetings as follows:
FULL NAME
TITLE
Participation in all
meetings
Comments
1. Panagiotis Michalopoulos
Chairman of the
Remuneration
Committee,
Independent Non-
Executive Member of
the Board of
Directors
6/6
2. Laurent Martens
Vice Chairman, Non-
Executive Member of
the Board of
Directors
4/4
Commencement of
term of office
12/07/2021
3. Eirini Chadiari
Independent Non-
Executive Member of
the Board of
Directors
4/4
Commencement of
term of office
12/07/2021
4. Angelos Vlachos
Non-Executive
Member of the
Board of Directors
2/2
End of term of office
12.07.2021
5. Panagiotis Alevras
Independent Non-
Executive Member of
the Board of
Directors
2/2
End of term of office
12/07/2021
In terms of its activities during the year, the Remuneration Committee met six times with all members present
(i.e. 100% participation rate). Minutes were kept during the meetings describing the agenda items and any
decisions taken by the Committee. The subjects of the meetings were the following:
a) the examination of the information included in the final draft of the Remuneration Report 2020 and the
opinion to the BoD;
b) the constitution of the Remuneration Committee and the appointment of its Chairman in the two cases of
the change of the composition of the Committee during 2021;
c) the proposals to the BoD regarding the remuneration of members of the BoD, in the framework of the
renewal of the employment contracts with the company and
d) the proposal regarding the remuneration of the head of the Internal Audit Department, in the framework of
concluding a new employment contract with the company.
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The Remuneration Committee, in the context of its work, examined its performance and found that maximum
efficiency is ensured in its operation, as it has fully fulfilled its tasks and implemented the tasks assigned to it
in a timely and adequate manner.
1.7. EXECUTIVE COMMITTEE
The Board of Directors has established an Executive Committee, to which it has delegated certain powers and
duties, as specifically mentioned in the current decision assigning the responsibilities of the Board of Directors,
which is registered and published in the competent General Commercial Registry (G.E.MI.) Service.
The Executive Committee consists of:
• the Executive BoD Members and the General Manager Level executives, with the right to vote, as follows:
1) Managing Director - Chief Executive Director, Mr. Franco - Nicola Cupolo, Chairman
2) Executive Chairman of the Board of Directors, Mr. Athanasios Liagkos
3) Deputy Chief Executive Officer, Mr. Rui Pinto (until his resignation on 31.08.2021)
4) Chief Investment Officer, Mr. Artur Davidian
5) Chief Financial Officer, Mr. Henrik Jepsen
6) Chief Financial Officer, Mr. Ioannis Fetanis
7) Chief Operations Officer
• of the following directors, without the right to vote:
1) Director of Human Resources, Ms. Aikaterini Themeli
2) Director of Informatics, Communication & Technology, Mr. Konstantinos Parthenis
3) Container Terminal Director, Mr. Antonino Spezzano
4) Director of Corporate Communication, PR & Corporate Social Responsibility, Ms. Theodora Riga.
The Executive Board meets regularly three times a month, at the invitation of its Chairman, or on an
extraordinary basis. In the case of urgent matters and where it is not possible to convene a meeting of the
Executive Committee, a decision may be taken by way of circulation.
The Executive Committee shall have a quorum if the members present constitute an absolute majority of all its
members.
Decisions of the Executive Committee shall be taken by a majority of the members participating in the meeting
by a quorum. Each member of the Executive Committee with voting rights or his representative shall have one
vote.
In the event of a tie in a matter, the Chairman's vote shall prevail.
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1.8. Information about the operation of the shareholder General Meeting and its key powers, and
a description of shareholder’s rights and the way they are exercised
The General Meeting of the Shareholders is the supreme body of the company and is entitled to decide on each
corporate case, in accordance with the legislation in force.
The General Meeting shall meet at least once each financial year no later than the tenth (10th) calendar day
of the ninth month following the end of the financial year, in order to decide on the approval of the annual
financial statements and on the election of auditors (ordinary general meeting). The Ordinary General Meeting
may also decide on any other matter within its competence.
The General Meetings is convened by the Board of Directors The General Meeting shall hold an extraordinary
meeting:
- whenever the Board of Directors deems it appropriate or necessary (extraordinary general meeting).
- at the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors
is obliged to hold an extraordinary general meeting of shareholders.
- at the request of the Company's auditor to the Chairman of the Board of Directors who requests the convening
of a General Meeting.
Shareholders are entitled to participate in the General Meeting, either in person or by proxy, in accordance with
the legal procedure provided for. The shareholders exercise their rights in relation to the Company's
Management, exclusively by participating in the General Meetings of the Company's shareholders. Each share
shall confer the right to one vote. In order to have the right to vote at the General Meeting, joint owners of the
share, must indicate to the Company in writing a common representative for this share, who will represent
them at the General Meeting, and until they do so, the exercise of their rights is suspended.
In particular, the General Meeting is solely responsible for deciding on the following issues:
a) Amendment of the Articles of Association, including increases or decreases in the share capital.
b) Merger, division, conversion, revival, extension of the duration or dissolution of the Company.
c) Election of members of the Board of Directors and auditors.
d) Approval of the Company's annual financial statements.
e) Distribution of annual profits.
f) The approval of the payment of fees or the advance payment of fees to the BoD members pursuant to
Article 109.
g) Approval of the overall management pursuant to Article 108 and the discharge of the auditors.
h) Appointment of liquidators.
i) As regards the companies listed on a regulated market, the adoption of the remuneration policy of
Article 110 and the remuneration report of Article 112-Law 4548/2018.
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At least twenty (20) days before the General Meeting, the Company shall post on its website, in
both Greek and English, information on:
- the date, time and place of the General Meeting of Shareholders,
- the items on the agenda,
- the shareholders entitled to participate and
- precise instructions on how shareholders will be able to participate in the general meeting and exercise their
rights.
In addition to the above, for companies listed on a regulated market, the invitation includes further information
on how to exercise shareholders' rights, in accordance with the provisions of article 121 of Law 4548/2018.
Until the election of its Chairman, which is done by simple vote, the General Meeting is chaired by the Chairman
of the Board of Directors or his alternate.
A summary of the decisions of the General Meeting is available on the Company's website and in particular in
its corporate announcements.
1.9. Diversity in the Company's administrative, management, supervisory and management
bodies and among its senior managers
The Company has adopted a Diversity Policy, within the meaning of article 152, par. d, Law 4548/2018, which
is posted on the Company's website, regarding the composition of the BoD and senior management, with the
aim of expressing different perspectives, which reflect the social and business environment of the Company.
Diversity refers to gender, skills, opinions, abilities, knowledge, qualifications and experience. The diversity is
guaranteed in the composition and operation of the Board of Directors with adequate representation per gender
by 25% in accordance with the provisions of Law 4706/2020 and the Suitability Policy of the Board of Directors
of the Company [two (2) women out of a total of nine (9) members], while the representation per gender in
the management of the Company is even higher [women amount to more than 30%]. In accordance with the
Company's current Diversity Policy, diversity in the workplace does not allow the exclusion of any executive
from any function, position and working group. The Company's policy is to operate under fair and lawful human
resources management procedures, without discrimination based on, but not limited to, age, sex, gender,
colour, ethnic origin, health, educational and professional background of employees. In this context, the Board
of Directors includes persons of five different nationalities, the Remuneration Committee of two different
nationalities and the Executive Committee of four different nationalities.
Subsequently, the maximum possible diversity is sought, to the extent possible, in the composition of the BoD
and the executives, in order to successfully meet the corporate objectives. The above composition aims to
continuously increase the pool of skills, experience and vision that the Company has for its highest positions,
as well as its competitiveness, productivity and innovation.
1.10. Corporate governance of the subsidiary company “ThPA Sofia EAD”.
The Company has the 100% of its subsidiary "THPA Sofia EAD", based in Sofia, Bulgaria, which is managed by
a three-member Board of Directors, consisting in the financial year 2021 of the following:
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52
-Franco Nicola Cupolo, Chairman (CEO-Chief Executive Officer of ThPA SA),
-Henrik Jepsen, Vice Chairman (Chief Financial Officer of ThPA SA) and
-Artur Davidian, Member (executive member of the BoD-Chief Investment Officer of ThPA of SA).
The Board of Directors of the subsidiary elected Mr Franco Nicola Cupolo as its Executive Director.
The aforementioned persons do not receive fees for their participation as members of the Board of Directors
of the subsidiary company. Moreover, Mr. Franco Nicola Cupolo does not receive a fee either in his capacity as
an Executive Director of the subsidiary company.
The BoD of ThpA SA monitors systematically the performance and operation of the subsidiary.
The above subsidiary company during the financial year 2021 is not considered as significant within the meaning
of article 2 par.16 of Law 4706/2020, in so far as it does not affect or cannot substantially affect the financial
position or performance or business activity or the financial interests of ThPA SA in general.
1.11 Sustainable Development Policy
The company adopts and implements a policy on ESG and sustainable development matters. The Sustainable
Development Policy of the Company is in line with the values of responsibility, integrity, transparency, efficiency,
and innovation. The strategy is determined by the Management, which is committed to:
• the implementation of sustainable development policy at all levels and sectors of activity of the Company.
• the strict observance of the current legislation and the full implementation of the standards, policies, internal
instructions and the relevant procedures applied by the Company.
• the implementation of responsible management practices of the Company’s human resources, the provision
of a healthy and safe working environment for its human resources and partners, and the implementation of
relevant training programs, the continuous training of employees, in order to effectively develop skills,
knowledge and the know-how of the employees, increasing their efficiency and the degree of their satisfaction.
• the protection of human rights and the provision of an equal opportunity working environment, without
discrimination on the grounds of age, race, sex, color, nationality, religion, health, sexual orientation, or belief.
• the selection of suppliers and partners making every effort to prevent and combat corruption.
• the continuous effort to reduce the environmental footprint through continuous monitoring of environmental
parameters and implementation of responsible actions and prevention measures.
• the cooperation and support of local communities, implementing a series of actions, which are developed in
the long run and concern, inter alia, culture, health and education, in order to contribute to the sustainable
development of the areas where it operates. The operation and development of the port is directly connected
with the economic, social, as well as cultural development of Thessaloniki
• the constant pursuit of creating added value for all stakeholders.
The Sustainable Development Policy is part of the Company's Internal Organization and Operation, Regulation,
which are available to all interested parties at the following link:
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
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(Th. P. A. SA) (amounts in € unless otherwise specified)
53
https://www.thpa.gr/files/general/ked/KEOL_09072021_el.pdf
https://www.thpa.gr/files/general/ked/IOOR_09072021_en.pdf
In 2021, the Company launched a multi-level internal venture, the development of a Sustainable Development
Strategy. Through the Sustainable Development Strategy and the development of targets per pillar
(environment, society, economy), ThPA SA ensures its compliance with the existing national and European
regulatory framework for Sustainable Development and lays the foundations for the adoption and
implementation of the expected regulatory framework for the creation of a sustainable business model. It also
reconciles its priorities and objectives with the needs of stakeholders, determines and quantifies the profitability
for the sustainability of the organisation, creates added value and strengthens its profitability, and at strategic
level it is differentiated from competition.
Thessaloniki 28.03.2022
The Board of Directors
THE BoD EXECUTIVE CHAIRMAN OF ThPA S.A.
THE MD-CEO
OF ThPA S.A.
ATHANASIOS LIAGKOS
FRANCO NICOLA
CUPOLO
ID Card No ΑΚ 148312
Passport No.
YB5642474
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D. Independent Auditors’ Report
Independent Auditor’s Report
(Translated from the original in
Greek)
To the Shareholders of
THESSALONIKI PORT AUTHORITY S.A.
Report on the Audit of the Separate and Consolidated Financial
Statements
Opinion
We have audited the accompanying Separate and Consolidated Financial
Statements of THESSALONIKI PORT AUTHORITY S.A. (the “Company”) which
comprise the Separate and Consolidated Statement of Financial Position as at
31 December 2021, the Separate and Consolidated Statements of Comprehensive
Income, Changes in Equity and Cash Flows for the year then ended, and notes,
comprising a summary of significant accounting policies and other explanatory
information.
In our opinion, the accompanying Separate and Consolidated Financial Statements
present fairly, in all material respects, the separate and consolidated financial
position of THESSALONIKI PORT AUTHORITY S.A. and its subsidiaries (the “Group”)
as at 31 December 2021 and of its separate and consolidated financial performance
and its separate and consolidated cash flows for the year then ended, in accordance
with International Financial Reporting Standards as adopted by the European
Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(ISA), which have been incorporated in Greek legislation. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit
of the Separate and Consolidated Financial Statements section of our report. We
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are independent of the Company and the Group in accordance with the International
Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants, as it has been incorporated into Greek legislation, together with the
ethical requirements that are relevant to the audit of the separate and consolidated
financial statements in Greece and we have fulfilled our ethical responsibilities in
accordance with the requirements of the applicable legislation and the
aforementioned Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
1. Contingent liabilities and provisions arising from litigation
See Notes 8.27.1 to the Separate and Consolidated Financial Statements.
The key audit matter
How the matter was
addressed in our audit
The Company faces a number of pending legal
proceedings from third parties amounting to EUR
8.3 million for which it has not provided.
The Company provides, based on management’s
judgment, when it is more likely than not that
there will be an outflow of benefits and the
amount can be estimated reliably. For this
estimate management considers all available
information including the opinion of its legal
advisors.
This area was considered as key audit matter
due to the significant number of outstanding
litigation, the uncertainly involved in the above
estimate, the management's judgement
required and the significant amount of pending
legal proceedings.
Our audit procedures in
relation to this matter included,
among others, the followings:
We obtained the analysis of all
legal proceedings assessed by
management and we
compared them to lists
provided by the legal
department of the Company.
We obtained internal or/and
external legal confirmations
directly requested by us.
We discussed the possible
outcome and the probable
outflow for the most significant
pending legal proceedings with
the internal legal department
or/and the external lawyers
and management as well.
We reviewed the supporting
documentation that evidences
Key Audit Matters
Key audit matters are those matters, that, in our professional judgment, were of
most significance in our audit of the Separate and Consolidated Financial
Statements of the current period. These matters and the relevant significant
assessed risks of material misstatement were addressed in the context of our audit
of the Separate and Consolidated Financial Statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
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the management’s provision
or/and disclosure for the most
significant legal proceedings.
Finally, we evaluated the
appropriateness and adequacy
of the disclosures which are
included in the notes to the
Financial
Statements.
Other Information
Management is responsible for the other information. The other information
comprises the information included in the Board of Directors’ Report, for which
reference is made in the “Report on Other Legal and Regulatory Requirements”,
the Declarations of the Members of the Board of Directors, but does not include the
Separate and Consolidated Financial Statements and our Auditor’s Report thereon.
Our opinion on the Separate and Consolidated Financial Statements does not cover
the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the Separate and Consolidated Financial Statements,
our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the Separate and Consolidated
Financial Statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with
Governance for the Separate and Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the Separate
and Consolidated Financial Statements in accordance with International Financial
Reporting Standards as adopted by the European Union and for such internal
control as Management determines is necessary to enable the preparation of
separate and consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Separate and Consolidated Financial Statements, management is
responsible for assessing the Company’s and the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to
liquidate the Company and the Group or to cease operations, or has no realistic
alternative but to do so.
The Audit Committee of the Company is responsible for overseeing the Company’s
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and the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate and
Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Separate and
Consolidated Financial Statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs which have been incorporated in
Greek legislation will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Separate and Consolidated
Financial Statements.
As part of an audit in accordance with ISAs, which have been incorporated in Greek
legislation, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
— Identify and assess the risks of material misstatement of the separate and
consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
— Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company’s
and the Group’s internal control.
— Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by
Management.
— Conclude on the appropriateness of Management’s use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s and the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in
the Separate and Consolidated Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause the Company or the Group to cease to continue as a
going concern.
— Evaluate the overall presentation, structure and content of the Separate and
Consolidated Financial Statements, including the disclosures, and whether the
separate and consolidated financial statements represent the underlying
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transactions and events in a manner that achieves fair presentation.
— Obtain sufficient appropriate audit evidence regarding the financial information
of the entities or business activities within the Group to express an opinion on
these Consolidated Financial Statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the Separate
and Consolidated Financial Statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
1. Board of Directors’ Report
Taking into consideration that Management is responsible for the preparation of the
Board of Directors’ Report and the Corporate Governance Statement that is included
in this report, pursuant to the provisions of paragraph 5 of Article 2 of
Law 4336/2015 (part B), we note that:
(a) The Board of Directors’ Report includes a Corporate Governance Statement
which provides the information set by Article 152 of L. 4548/2018.
(b) In our opinion, the Board of Directors’ Report has been prepared in
accordance with the applicable legal requirements of Articles 150 and 153
and of paragraph 1 (cases c and d) of article 152 of L. 4548/2018 and its
contents correspond with the accompanying Separate and Consolidated
Financial Statements for the year ended 31 December 2021.
(c) Based on the knowledge acquired during our audit, relating to
THESSALONIKI PORT AUTHORITY SOCIETE ANONYME S.A. and its
environment, we have not identified any material misstatements in the Board
of Directors’ Report.
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2. Additional Report to the audit Committee
Our audit opinion on the Separate and Consolidated Financial Statements is
consistent with the Additional Report to the Audit Committee of the Company dated
14 March 2022, pursuant to the requirements of article 11 of the
Regulation 537/2014 of the European Union (EU).
3. Provision of non-Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit
services referred to in article 5 of Regulation (EU) 537/2014 or any other
permissible non-audit services.
4. Appointment of Auditors
We were appointed for the first time as Certified Auditors of the Company based
on the decision of the Annual General Shareholders’ Meeting dated 26 June 2019.
From then onwards our appointment has been renewed uninterruptedly for a total
period of 3 years based on the annual decisions of the General Shareholders’
Meeting.
5. Operations Regulation
The Company has an Operations Regulation in accordance with the content
provided by the provisions of the article 14 of Law 4706/2020.
6. Assurance Report on the European Single Electronic Reporting Format
We examined the digital files of the THESSALONIKI PORT AUTHORITY SOCIETE
ANONYME the “Company”), which were prepared in accordance with the European
Single Electronic Format (ESEF) that is determined by the Commission Delegated
Regulation (EU) 2019/815, as amended by the Regulation (EU) 2020/1989 (the
ESEF Regulation) that include the separate and consolidated financial statements
of the Company and the Group for the year ended as at 31 December 2021 in
XHTML format «213800ETW48B6KOWZA42-2021-12-31-el.xhtml», and also the file
XBRL «213800ETW48B6KOWZA42-2021-12-31-el.zip» with the appropriate mark
up of the those consolidated financial statements.
Regulatory framework
The digital files of the European Single Electronic Format are prepared in accordance
with the ESEF Regulation and the 2020/C 379/01 Commission Interpretative
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
60
Communication issued on 10 November 2020, as required by the L. 3556/2007 and
the relevant announcements of the Hellenic Capital Markets Commission and the
Athens Stock Exchange (the “ESEF Regulatory Framework”).
This Framework includes in summary, among others, the following requirements:
All the annual financial reports must be prepared in XHTML format.
With respects to the consolidated financial statements based on International
Financial Reporting Standards (IFRS), the financial information that is included
in the Statement of Comprehensive Income, the Statement of Financial Position,
the Statement of Changes in Equity and the Statement of Cash Flows, must be
marked up with XBRL tags, in accordance with the ESEF Taxonomy, as in force.
The technical requirements for the ESEF, including the relevant taxonomy, are
included in the ESEF Regulatory Technical Standards.
The requirements as defined in the ESEF Regulatory Framework as in force are
appropriate criteria in order to express a reasonable assurance conclusion.
Responsibilities of management and those charged with governance
Management is responsible for the preparation and filing of the separate and
consolidated financial statements of the Company and the Group, for the year ended
as at 31 December 2021, in accordance with the requirements determined by the
ESEF Regulatory Framework, and for such internal control as management
determines is necessary to enable the preparation of digital files that are free from
material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is the planning and the execution of this assurance engagement
in accordance with the 214/4/11-02-2022 Decision of the Hellenic Accounting and
Auditing Standards Oversight Board and the Guidelines for the assurance
engagement and report of Certified Auditors on the European Single Electronic
Reporting Format (ESEF) of issuers with shares listed in a regulated market in
Greece”, as these were issued by the Institute of Certified Public Accountants of
Greece on 14 February 2022 (the “ESEF Guidelines”), in order to obtain reasonable
assurance that the separate and consolidated financial statements of the Company
and the Group that are prepared by the management of the Company in accordance
with the ESEF comply in all material respects with the ESEF Regulatory Framework
as in force.
Our work was performed in accordance with the International Ethics Standards
Board for Accountants’
Code of Ethics for Professional Accountants,
as it has been
incorporated into Greek legislation and we have also fulfilled our independence
requirements, in accordance with the L. 4449/2017 and the Regulation (EU)
537/2014.
The assurance work that we carried out refers exclusively to the ESEF Guidelines
and was conducted in accordance with the International Standard on Assurance
Engagements 3000, “Assurance Engagements other than Audits or Reviews of
Historical Financial Information”. Reasonable assurance is a high level of assurance,
but is not a guarantee that such an assurance engagement will always detect a
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
61
material misstatement regarding non-compliance with the requirements of the ESEF
Regulation.
Conclusion
Based on the procedures performed and the evidences obtained, we express the
conclusion that the separate and consolidated financial statements of the Company
and the Group for the year ended as of 31 December 2021 in XHTML format
«213800ETW48B6KOWZA42-2021-12-31-el.xhtml», and the XBRL file
«213800ETW48B6KOWZA42-2021-12-31-el.zip» marked up with respects to the
consolidated financial statements, have been prepared, in all material respects, in
accordance with the requirements of the ESEF Regulatory Framework.
Athens, 28 March 2022
KPMG Certified Auditors S.A.
AM SOEL 114
Alexandros – Petros Veldekis, Certified Auditor
AM SOEL 26141
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
62
E. Annual Financial Statements
Financial Position Statement for Group and Company
Group
Company
Company
Amounts in thousands €
Notes
31.12.2021
31.12.2021
31.12.2020
(Restated)
ASSETS
Non Current Assets
Investment Property
8.1
3.231
3.052
Tangible fixed assets
8.2
72.385
59.892
Intangible assets
8.3
2.277
1.346
Right-of-use asset
8.4
41.070
42.481
Participation in affiliated companies
8.26
539
26
Long-term receivables
8,5
27
27
Other long-term receivables
8,5
770
0
Restricted cash
8.9
7.000
7.000
Deferred tax assets
8.24
4.637
4.984
Total non current assets
131.935
118.808
Current Assets
Inventories
8.6
1.984
1.736
Trade Receivables
8.7
3.241
5.379
Down Payments and other receivables
8.8
6.045
6.616
Other financial assets
8.9
75.584
17.516
Cash and equivalents
8.9
27.425
87.595
Total current assets
114.280
118.842
Total Assets
246.216
237.651
EQUITY
Equity
Share capital
8.10
30.240
30.240
Reserves
8.10
69.086
68.031
Retained earnings
75.260
70.393
Total Equity
174.586
168.665
LIABILITIES
Long-term liabilities
Provisions for liabilities to employees
8.11
5.621
5.650
Other provisions
8.12
418
418
Lease liability
8.28
45.584
45.786
Other long-term liabilities
8.13
215
188
Total Long-term liabilities
51.838
52.042
Short-term liabilities
Liabilities to suppliers
8.14
6.116
3.284
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
63
Customer down payments
8.14
3.135
5.070
Dividends payable
8.14
0
0
Current Income tax
8.15
2.807
1.002
Short-term lease liability
8.28
1.938
1.907
Other liabilities and accrued expenses
8.14
5.795
5.681
Total Short-term liabilities
19.791
16.944
Total Equity and Liabilities
246.216
237.651
The attached explanatory notes are an integral part of the present financial statements.
* Comparative figures of the Company's financial position have been revised due to the change in the
accounting policy of IAS 19.(See note 4.4)
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
64
Comprehensive Income Statement for Group and Company
Group
Company
Company
Αmounts in thousands €
Note
1/1 - 31/12/2021
1/1 - 31/12/2021
1/1 - 31/12/2020
(Restated)
Sales
8.16
76.890
71.724
Cost of sales
8.17
-41.680
-39.921
-37.807
Gross Profit
36.969
33.916
Other revenue and profits
8.18
2.909
3.097
Administrative expenses
8.19
-10.277
-9.877
-10.614
Distribution expenses
8.20
-772
-768
-488
Other expenses and losses
8.22
-462
-462
-389
Operating results before taxes,
financial and investment results
28.771
25.521
Financial income
8.23
476
1.109
Financial expenses
8.23
-2.058
-2.023
-2.032
Fiscal year profits before tax
27.225
24.598
Income tax
8.24
-6.125
-6.125
-4.506
Fiscal year profits after tax
21.100
20.092
Profits/Losses from defined benefit plans
remeasurement
8.11
-846
-846
-903
Corresponding income tax
8.24
174
217
Other comprehensive income/losses
after tax
-673
-673
-686
Total comprehensive income after tax
20.427
19.406
Basic and diluted earnings per share
8.29
2,09
1,99
Profits before taxes financial and
investment results and total
depreciation
7.2
33.444
34.722
30.932
The attached explanatory notes are an integral part of the present financial statements.
* Comparative figures of the Company's financial position have been revised due to the change in the
accounting policy of IAS 19.(See note 4.4)
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
65
Statement of Changes in Equity for Group and Company
The Group
Amounts in thousands €
Amounts in thousands €
Note
Share
capital
Statutory
Reserves
Tax free
Reserves
Total
Reserves
Retained
Earnings
Total
Balance (01.01.2021)
Transactions with
shareholders
Dividends distributed
8.25
-14.314
-14.314
Other changes in fiscal
year
Other transactions
-192
-192
Fiscal year earnings after
tax
Other comprehensive
income after tax
-673
-673
Total comprehensive
income after tax
Profit distribution to
reserves
8.10.2
-1.055
Balance (31.12.2021)
Amounts in thousands €
The Company
Note
Share
capital
Statutory
Reserves
Tax free
Reserves
Total
Reserves
Retained
Earnings
Total
Balance (1.1.2020)
30.240
9.591
57.436
67.027
63.973
161.241
Change of IAS 19 Policy
0
0
0
0
-10
-10
Balance (1.1.2020)
Restatded
30.240
9.591
57.436
67.027
63.963
161.231
Transactions with
shareholders
Dividends distributed
8.25
-11.794
-11.794
Other changes in fiscal
year
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
66
Other transactions
-177
-177
Fiscal year earnings
after tax
20.092
20.092
Other comprehensive
income after tax
-686
-686
Total comprehensive
income after tax
19.406
19.406
Profit distribution to
reserves
8.10.2
1.004
1.004
-1.004
Balance (31.12.2020)
30.240
10.596
57.436
68.031
70.396
168.668
Balance (01.01.2021)
30.240
10.596
57.436
68.031
70.396
168.668
Transactions with
shareholders
Dividends distributed
8.25
-14.314
-14.314
Other changes in fiscal
year
Other transactions
-190
-190
Fiscal year earnings
after tax
21.100
21.100
Other comprehensive
income after tax
-673
-673
Total comprehensive
income after tax
20.427
20.427
Profit distribution to
reserves
8.10.2
1.055
1.055
-1.055
Balance (31.12.2021)
30.240
11.651
57.436
69.086
75.260
174.586
The attached explanatory notes are an integral part of the present financial statements.
* Comparative figures of the Company's financial position have been revised due to the change in
the accounting policy of IAS 19.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
67
Cash Flow Statement for Group and Company
Group
Company
Company
Αmounts in thousands €
Notes
31.12.2021
31.12.2021
31.12.2020
(Restated)
Cash flow from Operational Activities
Profit before tax
27.225
24.598
Plus/Less Adjustments for:
Depreciations tangible and intangible assets
8.2 & 8.3
4.461
3.946
Depreciations right of use assets
8.2 & 8.4
1.490
1.464
Financial costs from lease liabilities
8.23
1.718
1.718
Provisions
126
833
Income from non utilized provisions
8.18
-66
-66
-48
(Profit)/Loss from investment properties adjustment to fair values
8.18
-178
-178
53
Losses to impairment fixed assets
8.22
108
1
Credit interest and related income
8.23
-476
-476
-1.109
Debt interest and related expenses
8.23
305
314
Plus/less adjustments for changes in working capital accounts
related to operational activities:
Increase in inventories
-248
-248
11
Plus/(Less) receivables
1.938
-2.417
Increase/(Decrease) in liabilities (excluding banks)
-1.024
-49
4.498
Minus:
Interest charges and related paid-up expenses
-2.058
-2.023
-2.032
Tax paid
-4.415
-4.415
-6.582
Net cash flow from operational activities (a)
29.914
25.249
Cash flow from Investing Activities
Purchase of tangible fixed and intangible assets
8.2 & 8.3
-17.399
-17.389
-8.087
Sale/(Purchase) other financial instruments
8.9
-58.069
-58.069
27.071
Investments in affiliated companies
-513
-26
Interest of related income collected
476
862
Net cash flow from investing activities (b)
-74.991
-75.494
19.820
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
68
Cash flow from financial Activities
Financial leasing liabilities paid (amortization)
-269
-277
-146
Dividends paid
8.25
-14.314
-14.314
-11.794
Net cash flow from financial activities (c)
-14.583
-14.591
-11.940
Fiscal Year net increase (decrease) in cash and cash equivalents
(a) + (b) + (c)
-59.895
-60.170
33.130
Cash and cash equivalents opening balance
87.595
54.466
Cash and cash equivalents closing balance
27.425
87.595
The attached explanatory notes are an integral part of the present financial statements.
* Comparative figures of the Company's financial position have been revised due to the change in
the accounting policy of IAS 19.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
69
F. Notes on the Annual Financial Statements
Note: References to the provisions of Law 2190/1920 are meant as references to the corresponding
provisions of Law 4548/2018.
1. Incorporation and Company activity
Public limited company ThPA S.A. was incorporated in the year 1999, for a term of 100 years, by the
conversion of the Public Law Legal Entity «Thessaloniki Port Authority» (the Company) to a public limited
company, pursuant to Law 2688/1999.
The company is involved in the sector of auxiliary activities related to transportations (STACOD ’08, code
52), i.e. the provision of services of loading/unloading cargoes, their storage, of other port services, of the
service of passenger traffic etc.
The shares of the Company are listed in the Main Market of the Athens Stock Exchange with 25,73% of
the total shares being offered to the investing public.
In 2020, the Company established a subsidiary in Bulgaria (with a 100% stake) based in Sofia, within the
framework of its strategies, therefore for the year 2021, corporate and consolidated financial statements
were prepared that include the Company and its subsidiary ("the Group").
2. Legal Framework
The Company is governed by the principles of the Société Anonyme 2190/1920 and the founding Law
2688/1999 as amended and in force.
The Company’s goal is to fulfill the obligations, to carry out the activities and to exercise the opportunities
arising from the concession agreement between the Company and the Greek State as amended and in
force at the time.
The Company’s goal as described in Article 3 of its Articles of Association, includes in particular:
• The exploitation of the rights granted to it under the Concession Agreement as well as the
maintenance, development, and exploitation of the conceded assets in accordance with the
Concession Agreement,
• The provision of services and facilities to ships, cargo and passengers, including mooring and
cargo handling,
• The installation, organization, and operation of all types of port infrastructure,
• The undertaking of any activity relating to the Port of Thessaloniki, commercially or reasonably
adjacent to it,
• The conclusion of contracts with third parties for the provision of port services of all kinds,
• The award of works contracts,
• Undertaking any kind of activity, whether intentional or routine, in the context of its business
activity under the Concession Agreement.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
70
• Undertaking any activity other than those carried out by commercial companies in general.
3. Concession agreement for the right of use and exploitation of the terrestrial port zone of the
Port of Thessaloniki
The Company has the exclusive right to use and exploit the plots, buildings and installations of the
terrestrial port zone of the Port of Thessaloniki, which are property of the Greek State. The above exclusive
right was conceded to ThPA S.A. by virtue of the concession agreement of June 27
th
2001 between the
Greek State and ThPA S.A. and expires in the year 2051. The above agreement was amended and coded
in February 2018 and ratified by Law 4522/07.03.2018 (Gov. Gaz 39).
The main points of the Amended or Revised Concession are as follows:
• The right of use extends over the land sections covered or not, the existing buildings, the technical-
port works, the embankments, service roads, railway network, public utility networks, extensions to sites-
works, the port maritime zone, in general over the premises of the vertical projection of the terrestrial port
zone except from buildings serving public services and specially designed buildings of the pier a΄ and its
surroundings.
• Through this concession agreement, the Greek State grants to ThPA S.A the exclusive right to hold,
use, manage, maintain, improve and exploit the concession information throughout the duration of the
Concession, subject to the terms and conditions set forth in this agreement.
• The right will expire on 27 June 2051, the fiftieth (50th) anniversary of the 2001 Concession, subject
to an early termination in accordance with Article 25.
• The termination or expiration of the agreement implies the liability of ThPA S.A. to remit the
concession to the State in the situation provided for in Article 26 of the Concession.
A concession fee is determined as a percentage of the Company's total consolidated revenue at 3,5%,
with a minimum annual amount payable, €1,8 million.
ThPA S.A. is obliged:
• To take all reasonable steps within its sphere of influence to ensure that all operations, activities
and transactions undertaken under this Concession will contribute to the development of the
Port of Thessaloniki as provided for in the program objectives.
• To fulfill its liabilities under this Concession in accordance with applicable laws, regulations and
ordinances of general application.
• To operate the Port of Thessaloniki and to fulfill in all respects its obligations arising from this
Agreement in accordance with good industry practice.
The Greek State is obliged:
• To provide the necessary assistance to fulfill the purpose of the concession.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
71
4. Framework for the preparation and basis for the presentation of the financial statements
4.1. Framework for the preparation
The corporate and consolidated financial statements have been compiled in accordance with the
International Financial Reporting Standards (IFRS), as they have been published by the International
Accounting Standards Board (IASB) as well as in accordance with their relevant Interpretations, as published
by the Standards Interpretation Committee of the IASB, as they have been adopted by the European Union
and mandatorily applied for the fiscal years ending on December 31, 2021. There are no standards and
standards interpretations that have been applied prior to the date of beginning of their application.
The corporate and consolidated financial statements attached have been prepared on the basis of the
principle of going concern and the principle of historic cost.
The preparation of financial statements requires to incur estimates and adopt assumptions by Management
that affect assets, liabilities, profit or loss and disclosures. Actual facts may differ from the estimates and
assumptions of the Management. The areas that contain more estimates and assumptions are listed in
section 4.4.
The financial statements refer to individual and consolidated financial statements. It is noted that for the
fiscal year ended December 31, 2021, annual consolidated financial statements are prepared for the first
time.
The COVID-19 global pandemic, which broke out in mid-March 2020, continued to affect the global economy
for the second consecutive year. Nevertheless, the Group presented an increase in cargo handling at both
the Conventional Terminals and the Container Terminals, which was reflected positively in its financial
results. Also, the Management continues to take all the necessary measures to protect the health of the
Group's employees
Regarding the prospects for 2022, and the impact from the pandemic (COVID-19) it is estimated that there
will be limited impact on the profitability of the Company. In particular, (based on the data available to date
on the impact of the pandemic), for 2022 the Group's figures are expected to be improved compared to
2021. The exact course of the figures will depend on the impact and duration, the validity of the restrictive
measures, the course of vaccinations as well as the course and effects of the pandemic on the economy in
general. In the long run, (after the lifting of restrictions and the normalization of demand) it is estimated
that there will be a positive effect on the Company's profitability.
The positive course of the size and course of the Company and the Group is not expected to deviate as a
result of the conditions created by the pandemic of Covid-19, the effects of which were limited for the
Company and the Group while the relevant restrictions are in the process of removal.
4.2. Presentation basis
The corporate and consolidated financial statements are presented in thousands of Euro, unless otherwise
stated.
The annual financial statements of the fiscal year that ended on December 31, 2021 have been prepared in
compliance with the International Financial Accounting Standards, adopted by the European Union and
approved by the Board of Directors on 28.03.2022 (decision by the BoD of ThPA S.A. no. 7637/28.03.2022).
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
72
The Annual corporate and consolidated Financial Statements of the Group and the Company, the Chartered
Accountant Auditor’s Report and the Management Report by the Board of Directors for the fiscal year that
ended on December 31, 2021 have been posted on the Company’s website www.thpa.gr.
4.3. Standards-Amendments and Interpretations in force since 01.01.2021
Changes in accounting policies and disclosures
The accounting policies adopted in the preparation of the annual corporate and consolidated financial
statements, are consistent with those followed for the prior fiscal year except for the adoption of new standards
and interpretations applicable for fiscal periods beginning on January 1, 2021.
Α. Standards and Interpretations effective for the current financial year
New standards, standard amendments, and interpretations:
Specifically, the new standards, amendments to standards and interpretations applied by the Group and the
Company, for the year ended December 31, 2021 and did not have a significant impact on its financial
statements were:
Change in accounting policy regarding the distribution of defined benefits over periods of service,
in accordance with IAS 19 “Employee Benefits”
The IFRS Interpretations Committee issued in May 2021 the final decision on the agenda entitled "Distribution
of benefits in periods of service in accordance with International Accounting Standard (IAS) 19", which includes
explanatory material on how to distribute benefits in periods service on a specific program of defined benefits
analogous to that defined in article 8 of L.3198 / 1955 regarding the provision of compensation due to
retirement (the "Program of Fixed Benefits of Labor Law").
The above decision differs from the way in which the basic principles of IAS 19 have been applied in Greece in
the past in this regard, and consequently, the entities that prepare their financial statements in accordance
with IFRS are required to amend depending on their accounting policy in this regard. The implementation of
this final decision has as a result now the distribution of benefits in the last 16 years until the date of retirement
of employees following the scale of Law 4093/2012.
The Group and the Company implemented this decision, the impact of which was negligible as until the issuance
of the agenda decision, IAS 19 was applied taking into account the provisions of the Collective Bargaining
Agreements for the employees and docking staff of the Port of Thessaloniki, based on whose retirement benefit
obligation does not depend on years of service but is a fixed amount of € 30 thousand or € 37 thousand as the
case may be for the majority of employees.
The implementation of the above final decision has been treated as a change in accounting policy, applying the
change retroactively from the beginning of the first comparative period, in accordance with paragraphs 19 - 22
of IAS 8.
The following tables show the impact from the implementation of the final decision for each specific item of the
financial statements that are affected. Any lines that were not affected by the changes brought about by the
change in accounting policy are not included in the table:
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
73
Financial Position
Statement
COMPANY
ASSETS
Non-Current
Assets
1.1.2020
Adjustment
IAS 19
1.1.2020
(Restated)
Deferred tax
receivables
4,708
2
4,710
Retained Earnings
63,973
(10)
63,963
Provisions for
liabilities to
personnel
5,240
12
5,252
COMPANY
ASSETS
Non-Current
Assets
31.12.2020
Adjustment
IAS 19
31.12.2020
(Restated)
Deferred tax
receivables
4,984
-
4,984
Retained Earnings
70,396
(2)
70,394
Provisions for
liabilities to
personnel
5,647
2
5,649
Financial Income
Statement
COMPANY
1/1 -
31/12/2020
Adjustment
IAS 19
31.12.2020
(Restated)
Cost of Sales
(37,817)
10
(37,807)
Income Tax
(4,504)
-2
(4,506)
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
74
• IFRS 16 (Amendment) “Covid-19-Related rent concessions”
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.
• IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendments) "Reference rate adjustment - Phase
2".
The amendments complement those issued in 2019 and focus on the impact on the financial statements when
a company replaces the old reference rate with an alternative reference rate as a result of the reform.
Specifically, the amendments relate to how a company will account for changes in the financial cash flows of
its financial instruments, how it will account for changes in its hedging relationships and the information it
needs to disclose.
Β. Standards and Interpretations effective for subsequent periods after 31.12.2021
A number of new standards and amendments to standards and interpretations are effective for subsequent
periods and have not been applied in preparing these financial statements. The Company is currently
investigating the impact of the new standards and amendments on its financial statements.
• IFRS 16 (Amendment) "Rental Facilities Related to COVID-19 - Extended Period of Application"
(effective for annual periods beginning on or after 1 April 2021).
The amendment extends the implementation of the practical facility granted for rent concessions by one year
to cover rent reductions due on or until 30 June 2022.
• IFRS 16 (Amendment) "Property, plant and equipment - Revenue before forecast year"
(effective for annual periods beginning on or after 1 January 2022).
The amendment prohibits an entity from deducting from the cost of property, plant and equipment any revenue
received from the sale of items produced while the entity prepares the asset for its intended use. It also requires
entities to disclose separately the amounts of revenue and expenditure associated with such items produced
that are not the result of the entity's ordinary business.
• IFRS 37 (Amendment) "Onerous Contracts - Cost of Performing a Contract" (effective for annual
periods beginning on or after 1 January 2022)
The amendment clarifies that "the cost of fulfilling a contract" includes the directly related costs of fulfilling that
contract and the allocation of other costs directly related to its performance. The amendment also clarifies that,
before recognizing a separate provision for a onerous contract, an entity recognizes an impairment loss on the
assets used to perform the contract, rather than on assets that were solely committed to that contract.
• IFRS 3 (Amendment) "Reference to the Conceptual Framework" (effective for annual periods
beginning on or after 1 January 2022)
The amendment updated the standard to refer to the Conceptual Framework for the Financial Reporting issued
in 2018, when determine what constitutes an asset or liability in a business combination. In addition, an
exemption was added for certain types of liabilities and contingent liabilities acquired in a business combination.
Finally, it is clarified that the acquirer should not recognize any assets, as defined in IAS 37, at the acquisition
date.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
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• IFRS 1 (Amendment) "Classification of liabilities as short-term or long-term" (effective for
annual periods beginning on or after 1 January 2023)
The amendment clarifies that liabilities are classified as short-term or long-term based on the entitlements
reference period. The classification is not affected by the entity's expectations or events after the reporting
date. In addition, the amendment clarifies the meaning of the term "settlement" of an obligation in IAS 1. The
amendment has not yet been adopted by the EU.
• IFRS 1 (Amendments) "Presentation of Financial Statements" and Second IFRS Practice
Statement "Disclosure of accounting policies" (effective for annual periods beginning on or after
1 January 2023)
The amendments require companies to provide accounting information policies when they are material and
provide guidance on the meaning of material when it applies to accounting policy disclosures. The amendments
have not yet been adopted by the EU.
• IFRS 8 (Amendments) "Accounting Policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates" (effective for annual periods beginning on or after 1 January
2023)
The amendments clarify how companies should discern changes in accounting policies from changes in
accounting estimates.
• IFRS 12 (Amendments) "Deferred tax related to assets and liabilities arising from a single
transaction" (effective for annual periods beginning on or after 1 January 2023)
The amendments require companies to recognize deferred tax on specific transactions which, upon initial
recognition, lead to equal amounts of taxable and deductible temporary differences. This usually applies to
transactions such as leases for tenants and recovery obligations. The amendments have not yet been adopted
by the EU.
Annual improvements to IFRS 2018-2020 (effective for annual periods beginning on or after 1
January 2022)
• IFRS 9 "Financial instruments"
The amendment addresses to what costs should be included in the 10% rating for the recognition of financial
liabilities. The relevant costs or fees could be paid either to third parties or to the lender. Under the amendment,
costs or fees paid to third parties will not be included in the 10% rating.
• IFRS 16 "Leases"
The amendment removed the example of landlord payments for rental improvements in the Explanatory
Example 13 of the template, in order to eliminate any possible confusion regarding the handling of lease
incentives.
4.4. Important judgments, estimates and assumptions
Preparation of the financial statements in compliance with the IFRS requires that the Group and the
Company management make judgements, accounting estimates and assumptions which affect the
published assets and liabilities, and also disclose contingent assets and liabilities on the date the financial
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
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statements are prepared, as well as the published income and expenses for the reference period. Actual
results may differ from those which were estimated.
Estimates and judgements are constantly re-assessed and are based both on past experience and on
other factors including expectations about future events considered reasonable based on specific
circumstances and are constantly re-assessed using all available information.
A major accounting estimate is considered to be one where it is important for the picture of the Group
and Company’s corporate and consolidated financial situation and its results and requires more difficult,
subjective or complicated management judgements about the impact of assumptions which are
uncertain. The Group and the Company evaluate such estimates on a continuous basis, relying on past
results and on experience, meetings with experts, trends and other methods which are considered
reasonable under the specific circumstances, and the forecasts about how they could change in the
future.
The key judgements and estimates made by Company Management which have a major impact on the
amounts recognised in the corporate and consolidated financial statements primarily deal with:
Important judgements and estimations
Important judgements
➢ Leases (Note 8.28)
ThPA S.A. Concession Agreement to the Greek State: The Company has the exclusive right to use and
exploit the lands, buildings and facilities of the Land Port Zone of the Port of Thessaloniki, which are
owned by the Greek State. The above exclusive right was granted to ThPA S.A. under the concession
contract from 27 June 2001 between the Greek State and ThPA S.A.. and expires in the year 2051. The
above contract was amended and codified in a single text in February 2018 and was ratified by Law 4522
/ 7-3-2018 (Government Gazette 39).
The main points of the amended or revised contract are as follows:
• The right of use extends to the covered or uncovered parts of the land, to the existing buildings,
technical-port works, alluviums, internal roads, railway network, supply networks, to the extensions
of works-sites, to the sea zone of the port, generally to the vertical components of the land port
zone with the exception of buildings that serve the needs of public services, specially designed
buildings of the first pier.
• Under this Concession Agreement, the Greek State grants to ThPA S.A. the exclusive right to
possess, use, manage, maintain, improve and exploit the concession data throughout the
Concession Duration subject to the terms and conditions provided by this contract.
• The Right will expire on June 27, 2051, i.e., the fiftieth (50th) anniversary of the 2001 Convention
subject to early termination in accordance with Article 25.
• The expiry or termination automatically implies the obligation of ThPA S.A. to return to the State
what has been granted, in the situation provided for in Article 26 of the contract.
A fee is paid which is determined as a percentage of the total income of the Company at 3.5%, with a
minimum annual amount of € 1.8 million.
Company`s Management in previous fiscal year examined whether the contract related to the granting
of exclusive right of use and exploitation of lands and building facilities at Port of Thessaloniki falls within
the provisions of IFRIC 12. The Management concluded that this agreement is out of scope to IFRIC 12,
since it is a lease contract.
The Company in previous fiscal year made a significant assessment to determine the "Incremental
borrowing rate" used to recognize the lease agreement with the Greek State. It also conducted judgments
and assessments regarding the leases that the Company is a lessor as to whether they relate to operating
or financial leases.
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(Th. P. A. SA) (amounts in € unless otherwise specified)
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➢ The useful life of depreciated assets and their residual value (Note 8.2)
The Group and Company`s Management examine the useful life of depreciated assets every fiscal year,
to assess whether they continue to be suitable. To assess the useful life, Group and Company
Management take account of the expected use of assets, the expected natural wear and legal or similar
restrictions to the use of an asset.
Group and Company Management consider that the useful life on 31.12.2021 reflects the expected utility
period of assets.
➢ Impairment testing of tangible fixed assets (Note 8.2)
At the end of each financial year, the Group and Company's Management examine whether there is any
indication of a possible impairment of the tangible fixed assets value. For the existence of such
indications, it is taken in account the economic depreciation, the physical condition of the asset, the
expected use and the present value of the estimated future cash flows of the asset.
➢ Income tax (Note 8.24 , 8.27.3)
The Group and company are liable to pay income tax to the Greek and Bulgarian tax authorities.
Significant estimates are needed when making income tax provisions. There are many transactions and
calculations for which the final level of tax is uncertain during normal business operations. The Group
and company recognise liabilities for issues expected to arise during tax audits based on its estimates on
the extent to which additional taxes will be owed. When the final result in those tax cases differs from
the amounts initially computed, such differences shall have an impact on the income tax and the
provisions for deferred taxation in the period in which those amounts become final.
➢ Impairment of receivables (Note 8.7)
Bad debt is presented as the amounts which may be recovered. Estimates about the amounts expected
to be recovered are made after analysis and based on the Group and Company's experience concerning
the likelihood of customer bad debt. Once it is known that a specific account is at risk above the normal
credit risk level (e.g. low credit rating for customer, disagreement over existence of receivable or level
thereof, etc.) the account is analyzed and a record is made of whether the conditions indicate that the
receivable will not be collected.
Group and Company Management examine the recoverability of other receivables which relate to legal
cases, by taking into account the opinions and judgments of their legal advisors as well as historic data
on the outcome of similar legal cases. In order for a receivable from legal cases to be deemed
recoverable, the inflow of financial benefits should be considered virtually certain.
The Group and Company, regarding the adoption of IFRS 9, assessed the need to provide a provision for
customer requirements. However, as most of the customers have either submitted a letter of guarantee
or have paid an advance covering the claim, the Group and Company have concluded that there is no
material loss and does not make a distinct provision in their corporate and consolidated financial
statements.
➢ Other provisions and Contingent Liabilities (Note 8.27.1)
The Group and the Company are involved in legal claims and compensations during the normal course
of its operations. The Management judges whether any arrangements would significantly affect or not
the financial position of the Company. However, determining any liabilities related to endeavors and
claims is a complex process that involves judgments about possible consequences as well as
interpretations of laws and regulations.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
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The Group and the Company, in association with the legal advisor who handles the cases, evaluate the
outcome of the court decisions at the end of each year. Based on the judgment of the Management that
is based on all available information, including the opinion of the legal advisors who manage its cases,
the Company proceeds to the formation of the necessary provision or disclosure of any liabilities related
to pending court cases. The above assessment is a complex process that involves judgments about the
possible consequences as well as interpretations of laws and regulations.
➢ Defined benefit plans (Note 8.11)
The cost of benefits for defined benefit plans is calculated using actuarial estimates, which utilize
assumptions for the discounting factors, the rate of salary increases and mortality rates. Due to the long-
term nature of the plans, such assumptions are subject to considerable uncertainty.
5. Summary of significant accounting policies
The basic accounting policies observed by the Group and the Company for the preparation of its financial
statements are the following:
5.1 Consolidation
i) Business combinations
The Group accounts for the acquisition using the purchasing method when all of the activities and assets
acquired meet the definition of a business and control is transferred to the Group. To determine whether a
particular set of activities and assets constitutes a business, the Group assesses whether the set of assets and
activities acquired includes at least one input and a substantive process and whether the acquired set has the
potential to produce results. . The Group has the option to apply a "concentration control" that allows a
simplified assessment of whether an acquired set of activities and assets is not a business. This optional
"concentration control" is met if substantially all the fair value of the assets acquired is aggregated into a single
identifiable asset or a set of similar identifiable assets. In the event that the full or part of the price is repaid in
the long term and is made in cash, the amount payable should be discounted to the present value of the day
on which the redemption took place. The discount rate to be used is the interest rate at which the Company
could borrow from an independent source under corresponding terms and conditions. The price to be paid for
the acquisition is generally measured at its fair value, as are the net assets acquired. Any goodwill arising is
checked annually for impairment. Any gain from a bargain is recognized immediately in profit or loss.
Transaction costs are expensed when incurred, unless related to the issuance of bonds or equity securities.
The price does not include amounts related to any pre-existing relationship settlement. These amounts are
generally recognized in the results. Any price payable by the Group is initially recognized at its fair value at the
date of acquisition and is categorized either in equity or as a financial liability. Amounts that have been classified
as a financial liability are reassessed at fair value and any changes are recognized in profit or loss. There is no
subsequent measurement for amounts that have been recorded in equity.
ii) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group "controls" an entity when it is exposed to or entitled
to variable returns from its involvement with the entity and has the ability to influence those returns through
its power over the entity. The Financial Statements of the subsidiaries are included in the consolidated Financial
Statements from the date of commencement of the audit until the date on which the audit ceases. Subsidiaries
are fully consolidated (full consolidation) using the acquisition method from the date on which control is
transferred to the group and are deconsolidated from the date that such control ceases
iii) Non-controlling interests
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
79
Non-controlling interests are initially measured at their proportionate share of the identifiable net assets of the
acquired entity at the acquisition date. Changes in the percentage of the Group's participation in a subsidiary
that do not lead to a cessation of "control" over the subsidiary are recorded in equity.
iv) Eliminations
Transactions between Group companies, balances and unrealized gains and losses (excluding foreign exchange
gains and losses) related to transactions between Group companies are eliminated. Also unrealized losses and
unrealized gains are eliminated, but only to the extent that there is no indication of impairment.
5.2 Foreign currency
I. Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the Group companies using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses arising from
the settlement of such transactions during the period and the translation of monetary items denominated
in foreign currencies at the exchange rates ruling at the balance sheet date are recognized in profit or loss.
Non-monetary items denominated in foreign currencies and valued at historical cost are translated at the
exchange rates ruling at that date. Non-monetary items denominated in foreign currencies and valued at
fair value are translated at the exchange rates ruling at the dates of the fair values. In this case, the
resulting exchange differences from the change in fair value are recorded in the income statement or
directly in other comprehensive income, depending on the item.
II. Business activities abroad
The assets and liabilities of the companies participating in the consolidation and which are initially presented
in a currency other than the presentation currency of the Group have been translated into EURO at the
closing rate of the balance sheet. Income and expenses are translated into the Group's presentation
currency at the average exchange rates during the reporting period (unless the average exchange rate is
a reasonable approximation of the cumulative effect of the exchange rates prevailing at the dates of the
transactions, in which case the income and expenses are converted. at the exchange rates prevailing on
the dates of the transactions). Any differences arising from this procedure are recorded in the statement
of comprehensive income and cumulatively in the foreign currency balance sheet reserve of the net position
except for the portion of those differences allocated to non-controlling interests, when any. In the event
that a foreign business activity is sold in whole or in part so as to lose control of the Group in that business,
the accumulated foreign exchange differences recorded in the foreign currency balance sheet of the net
position are transferred to profit or loss. of profit or loss from the sale
5.3 Property Investments
The Group and the Company own four plots, located outside the Port Zone, which are held in order to
generate rent or to increase the value of their capitals.
Investments in Real Estate are initially valued in the acquisition cost, inclusive of transaction expenses.
They are subsequently recognized at their fair value. Their fair value is determined by independent
chartered surveyors.
The book value recognized in the Group and Company’s corporate and consolidated financial statements
reflects the market conditions at the date of the financial statements. Every profit or loss arising from a
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Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
80
change of the fair value of the investment, is recognized in the income statement of the fiscal year in
which the change occurs.
5.4 Tangible fixed assets utilized for own purposes
Utilizing the provisions of IFRS 1: “First time adoption of IFRS”, the Company used the exception regarding
the valuation of tangible fixed assets, when preparing the IFRS transition Balance Sheet on January 1
st
2004. In this context, it considered the readjusted values of the tangible fixed assets, as they were
determined by the committee of article 9 of Codified Law 2190/1920, in May 2000, when ThPA S.A. was
converted to a public limited company and before it was listed on the Athens Stock Exchange, as the
deemed cost for the purposes of compilation of the transition Balance Sheet on January 1, 2004.
Subsequent to the transition date, the tangible fixed assets are evaluated at the deemed cost, less the
accumulated depreciations and their impairments.
The acquisition cost of the fixed assets consists of the purchase price, including the import tariffs, if
applicable, and the non-rebate purchase taxes as well as any other cost needed in order to render the
fixed asset functional and ready for future use. The repairs and maintenances are recorded among the
expenses of the period when they are realized. Significant subsequent additions and improvements are
capitalized in the cost of the relevant fixed assets. or are recorded as a separate asset only if they are
expected to bring future financial benefits to the Group and Company.
Fixed assets that are constructed by the Group and Company, are posted at own manufacture cost, which
includes the cost of subcontractors, the material and expenses of payroll of the technicians regarding the
constructions (including the relevant employer social security contributions) as well as a proportion of
general administrative expenses.
Assets under construction include fixed assets under construction and are presented at cost. Assets under
construction are not depreciated until the fixed asset is complete and available for the productive use for
which it was intended.
The plots are not depreciated. The depreciations of the other tangible assets are computed by the straight-
line method based on the following useful lives per category of fixed assets:
Fixed Assets
Useful Life
(years)
Buildings – Technical works
15-40
Mechanical Facilities
8-10
Gantry cranes-Mobile and Electric cranes
15-30
Loaders
7-15
Machinery
10-15
Loading/Unloading tools
15
Forklifts
10-15
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
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Floating transports
10-20
Furniture and other equipment
6-10
Computers and electronic assemblies-Office equipment
3-5
Useful lives of fixed assets are subject annually to reassessment on the preparation of the financial
statements. The Group and Company re-evaluate the useful lives of machinery, taking into account the
expected use of assets and the expected natural wear.
Profits or losses ensuing from the sale of tangible fixed assets are determined as the difference between
the amount of the sale and its carried cost and recognized in profit or loss of the fiscal year in the “Other
income” or “Other expenses” accounts.
5.5 Intangible assets
Intangible assets concern the cost of purchase of software as well as any expense realized to develop
software in order for it to be commissioned. The depreciation of the software is calculated based on the
fixed line method and within a period of 3-10 years
.
5.6 Impairment of assets
In compliance with IAS 36, tangible assets, and the intangible assets, as well as participations in affiliated
companies have to be evaluated for possible impairment of their value, when there are indications that
the accounting value of the asset exceeds its recoverable value. Whenever the accounting value of an
asset exceeds its recoverable value, the corresponding impairment loss is recorded to the profit or loss
of the fiscal year. The recoverable value of an asset is the biggest amount between the estimated fair
value less the distribution cost and the value in use. The net sale value is deemed to be the realizable
proceeds by the sale of an asset in the context of a two-way transaction, in which the parties are fully
cognizant and into which they enter freely, after the deduction of all additional direct selling cost of the
asset, while, the value in use is the present value of the estimated future cash flows that are expected
to be realized from a continuous use of an asset and from its sale at the end of its estimated useful life.
If a company is not able to estimate the recoverable amount of an asset, for which there is indication of
impairment, it determines the recoverable amount of the cash-flow generating unit to which the asset
belongs.
Reversal of impairment losses for assets booked in previous years may only be offset when there are
satisfactory indications that such impairment no longer exists or has been reduced. In such cases the
reversal is recognized as income.
The Management estimates that there is no issue of the further impairment of the fixed equipment of
the Company except for the impairment already recorded in the financial statements
5.7 Financial Instruments
A financial instrument is every contract that creates a financial asset in a company and a financial liability
or an equity security in another company.
The financial assets of the company are classified at the following categories based on the substance of
the contract and the purpose for which they were acquired.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
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Financial assets
Company`s financial assets include the following:
• Trade and other receivables
• Guarantees given,
• Time deposits (over 6 months)
• Cash and cash equivalents
Initial recognition and measurement
Upon initial recognition, financial assets are classified according to their nature and characteristics into
one of the following three categories:
• Market financial assets measured at amortized cost,
• Financial assets measured at fair value through profit or loss,
• Financial assets measured at fair value through other comprehensive income
The classification of financial assets at initial recognition depends on the characteristics of their
conventional cash flows and the Group and Company's business model for the management of financial
assets. Refinancing of financial data is carried out in rare cases and is related to a decision of the Group
and Company to modify the business model that applies for the management of these financial assets.
All financial assets, besides trade receivables that do not contain a significant part of the financing, are
initially recognized at their fair value which is usually the acquisition cost plus any direct transaction
costs. Trade receivables that do not contain a significant funding component are measured at transaction
value.
Purchases and sales of financial assets are recognized upon the date of transaction which is the date that
Group and Company commit to purchase or sell the asset.
Subsequent measurement
i. Financial assets measured at amortized cost
This category classifies the financial assets for which both of the following conditions are met:
1. the financial asset is held within a business model, the objective of which is to hold financial assets for
the purpose of collecting contractual cash flows; and
2. On the basis of the contractual terms of the financial asset, cash flows that consist exclusively of capital
repayment and interest on the outstanding capital are created at specific dates.
This category includes all the financial assets of the Group and Company.
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ii. Financial assets valuated at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following
conditions are met:
1. the financial asset is retained within a business model the objective of which is achieved both by the
collection of contractual cash flows and the sale of financial assets; and
2. On the basis of the contractual terms of the financial asset, cash flows that consist exclusively of capital
repayment and interest on the outstanding capital are created at specific dates.
At the date of the Financial Statements the Group and Company did not have investments of this
category.
iii. Financial assets measured at fair value through profit or loss
A financial asset is measured at fair value through profit or loss unless it is measured at amortized cost
in accordance with paragraph (i) or at fair value through other comprehensive income in accordance with
paragraph (ii).
However, during initial recognition, the Group and the Company may elect irrevocably for specific
investments in equity instruments that would otherwise be measured at fair value through profit or loss,
presenting other changes in fair value to other comprehensive income.
Realized and unrealized gains or losses arising from changes in the fair value of financial assets measured
at fair value through profit or loss are recognized in profit or loss in the period in which they arise.
Financial asset cessation of recognition
The Group and Company cease to recognize a financial asset when and only when the contractual rights
to the cash flow of the financial asset expire or transfer the financial asset and the transfer meets the
conditions for write-off.
Reclassification of financial assets
Reclassification of financial assets performed in rare cases due to the Group and Company's decision to
change the business model adopted for managing those financial assets.
Impairment of financial assets
Under IFRS 9, impairment of financial assets measured at amortized cost or at fair value through other
comprehensive income is recognized by recognizing the expected credit losses.
At each reporting date, IFRS 9 requires measuring the provision for a financial instrument for an amount
equal to the expected lifetime loss if the credit risk of the financial instrument has increased significantly
since initial recognition. On the other hand, if at the reporting date the credit risk of a financial instrument
has not increased significantly from the initial recognition, IFRS 9 requires the provision for a loss
provision for that financial instrument to be equal to the expected 12-month credit losses.
The risk parameters taken into account for the calculation of expected credit losses are the estimated
default probability, the percentage of loss on the principal due to the fact that the client has failed to
repay the amount due and the outstanding balance of the company in case of default the customer's. In
certain cases, the Group and Company may assess for certain financial information that there is a credit
event when there is internal or external information indicating that the collection of amounts determined
under the relevant contract is unlikely to be collected as a whole.
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As a general rule, the assessment of the staged classification shall be carried out at each reporting period.
About Trade and Other Receivables, IFRS 9 requires the use of the simplified approach to calculate the
expected credit losses. The Group and Company, using this approach, have calculated the expected
credit losses over the life of the receivables. For this purpose, a maturity forecasting matrix was used to
measure the projections in a way that reflects past experience and predictions of the future financial
situation of customers and the economic environment.
Financial liabilities
Group and Company`s financial liabilities include the following:
• Liabilities to suppliers
• Other long-term liabilities
Initial recognition
Suppliers` balances and other liabilities are recognized at cost that is the fair value of the future payment
for the purchases of goods and services provided. Commercial and other short-term liabilities are not
interest-bearing accounts and are usually settled in 0-180 days.
All loans are initially recorded at cost, which reflects the fair value of the receivables less the relevant
direct acquisition costs where they are significant.
Subsequent measurement
After initial recognition, an entity measures all financial liabilities at amortized cost using the effective
interest method except for:
a. financial liabilities at fair value through profit or loss.
b. financial liabilities that arise when the transfer of a financial asset does not qualify for derecognition
or when the continuing involvement approach is applied.
c. financial guarantee contracts
d. loan commitments at lower interest rates than those on the market.
The unamortized cost of loans is calculated by taking into account issuing costs and the difference
between the original amount and the maturity. Gains and losses are recognized in profit or loss when
the liabilities are written off or impaired, and through the amortization process.
Loans are classified as current liabilities unless the Group and Company have the right to postpone the
repayment of the liability for at least 12 months from the date of the Financial Statements.
Financial liabilities cessation of recognition
An entity ceases to recognize a financial liability (or part thereof) in its financial statements when, and
only when, it is repaid, that is, when the liability set out in the contract is fulfilled, canceled or expires.
An exchange between an actual debtor and a borrower of debt securities in substantially different terms
is accounted for as a repayment of the original financial liability and recognition of a new financial liability.
Similarly, a material change in the terms of an existing financial liability (whether due to a borrower's
financial difficulty or not) is accounted for as a repayment of the original financial liability and recognition
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of a new financial liability. The difference between the carrying amount of a financial liability (or a portion
of a financial liability) payable or transferred to another party and the consideration paid, including the
non-cash assets and the liabilities assumed, is recognized in the income statement.
Reclassification of financial liabilities
The Group and Company may not reclassify any financial liability.
Financial instruments` offset
The offsetting of financial assets with liabilities and the presentation of the net amount in the corporate
and consolidated Financial Statements is made only if there is a legal right to set off and there is an
intention to settle the net amount resulting from the offsetting or simultaneous settlement.
5.8 Income taxation (Current and Deferred)
Current and deferred income tax are calculated based on the relevant financial statement accounts, in
compliance with tax laws which apply in Greece. The current income tax concerns the tax on the taxable
profits of the Group and Company, as adjusted in compliance with the requirements of tax law and
calculated based on the current tax rate.
The income tax in the income statement includes the tax for the current year, as estimated in the income
tax return, as well as the estimated additional taxes that may be levied by the tax authorities on the
clearance of the unaudited years. These assumptions take into account the experience of the past and
the analysis of current events and circumstances. Therefore, the final settlement of income tax may
deviate from the income tax recorded in the corporate and consolidated financial statements.
Deferred taxation is calculated using the liability method for all provisional tax differences on the balance
sheet date and between the tax basis and the carrying value of assets and liabilities.
Anticipated tax effects from provisional tax differences are determined and appear either as future
(deferred) tax liabilities, or as deferred tax receivables.
Deferred tax receivables are entered for all deductible provisional differences and transferred tax losses
to the extend it is thought likely that there will be tax profits available, against which the deductible
provisional difference may be utilized. Future taxable profits are determined by the reversal of temporary
taxable differences. If the amount of taxable temporary differences is not adequate to recognize the
deferred tax claim as a whole, then future taxable profits are taken into account, adjusted to the reversals
of the existing temporary differences.
Regarding deferred tax recognition, the Group and Company assessed the leased asset and the lease
obligation together as a single or "complete" transaction and assessed the net temporary difference.
Deferred tax receivables and liabilities are calculated using the tax rates expected to apply in the period
when the receivable or liability will be settled, taking into account the tax rates adopted or substantively
adopted, until the balance sheet date.
Most changes to deferred tax assets or liabilities are recognized as tax expenses in the results. Only
changes to deferred tax assets or liabilities which are related to a change in the value of the asset or
liability which are recognized directly in equity, are debited or credited directly in equity by means of
other comprehensive income.
More information is cited in Note 8.24.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
86
5.9 Inventories
Consumables and spare parts used for the maintenance of the company’s mechanical equipment are
valued at either cost price or net realisable value, whichever is lower, and their cost is calculated using
the weighted average cost. Such consumables are posted as inventories when purchased and after they
are placed in use they are posted to expenses or are capitalised. At the end of each fiscal year, the Group
and Company re-examine the possibility of its inventories having become obsolete and make a
corresponding provision or deletes them from the books.
5.10 Cash and equivalents
Cash and equivalents include cash, sight deposits, short-term, up to 3 months or less from the date of
acquisition, investments and time deposits, which are highly liquid and of minimal risk.
The guarantees given from the Group and Company, concern frozen cash (deposits) in the context of
the issuance of a letter of guarantee related to the port concession agreement by the state. As this
amount is frozen for a period of more than one year, it is reflected in the corporate and consolidated
financial statements financial statements of the Non-Current Assets at their fair value.
Items in cash holdings and equivalents run minimal risk of changes to their value. Time deposits and
Greek State Treasury Bills that exceed 3 months from the date of acquisition are entered in other financial
assets in the financial position statement.
5.11 Share capital
Share capital is calculated based on the face value of shares which have been issued.
Capital Share increases by cash include every premium on the initial share capital issue. Every such
transaction cost related to the issue of the shares as well as any relative income tax liability arising, are
deducted from the share capital increase.
5.12 Provisions for risks and expenses and contingent liabilities/receivables:
Provisions for risks and expenses are recognised when the company has a current legal or presumed
commitment as a result of past events or when it is likely that there is a resource outflow which entails
financial benefits and the relevant commitment can be reliably assessed. Provisions are valued on the
balance sheet date and are adjusted in order to reflect the current value of the expense which is expected
to be required to settle the liability.
Contingent liabilities are not entered in the corporate and consolidated financial statements financial
statements but are disclosed, unless the likelihood of a resource outflow incorporating financial benefits
is minimal. Contingent receivables are not posted to the corporate and consolidated financial statements
financial statements but are disclosed where the inflow of financial benefits is likely.
5.13 State subsidies
The Group and Company are subsidized from Community programmes to acquire intangible and tangible
fixed assets. Subsidies are recognised when there is a reasonable assurance that the subsidy will be
collected, and all relevant terms and conditions will be complied with. Asset subsidies are recognised
long-term liabilities, depreciated pursuant to the useful life of the subsidized fixed asset and appear in
the “Other Income” account in the Comprehensive Income Statement.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
87
5.14 Dividends
Dividends are posted when the right to collect them is vested by shareholders, by means of a resolution
by the General Meeting of Shareholders.
5.15 Income recognition
The most important income categories for the Group and Company are:
Income from containerized cargo handling, which include:
• Income from Container Terminal services,
• Other income from CONTAINER services.
Income from conventional cargo handling, which include:
• Income from loading/unloading services at the Conventional Port,
• income from SILO services.
Income from services to passengers on coastal and cruise ships and in transit, which
include:
• Income from Other Services (special duty) on tickets,
• Income from Vehicle passage.
Income from services to ships and other services, which include:
• Income from mooring and berthing,
• Income from Other Services (PPC, HTO, spent oils collection, use of sites).
Income from the exploitation of organized parking lots.
The Group and Company recognize income, excluding interest, dividend income and other related income
from financial instruments recognized in accordance with IFRS 9, upon the transfer of promising goods
or services to customers, in amounts that reflect the reward to which the Group and Company is expected
to be entitled of these goods or services based on the following five-step approach:
Step 1: To identify the Contract
Step 2: To identify the separate performance obligations within a Contract
Step 3: To determine the transaction price.
Step 4: To allocate the transaction price to the performance obligations in the Contract
Step 5: To recognize revenue when or as a performance obligation is satisfied.
Revenue is recognized, in accordance with IFRS 15, at the amount that the Group and Company expect
to be entitled to, in return for the transfer of goods or services to a customer. It is also recognized when
the customer acquires control of the goods or services, specifying the time of the transfer control - either
at a given time or in the long run.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
88
Revenue is the amount that an entity expects to be entitled to in return for goods or services transferred
to a customer, other than amounts collected on behalf of third parties (value added tax, other sales
taxes). Variable amounts are included in the price and are calculated using either the 'expected value'
method or the 'most probable amount' method. The Group and Company recognize revenue when (or
as) it fulfills the obligation to execute a contract, transferring the goods or services promised to the
customer. The customer acquires control of the good or service if he is able to direct the use and derive
substantially all the financial benefits from that good or service. Control is transferred during a period or
at a specific time.
Revenue from the sale of goods is recognized when control of the goods is transferred to the customer,
usually upon delivery, and there is no outstanding obligation that could affect the customer's acceptance
of the goods.
Revenue from provision of services is recognized in the accounting period in which the services are
provided and measured according to the nature of the services provided, using the input method.
According to input method, the completion degree of a service transaction is calculated on the basis of
the services provided up to the date of financial statements preparation, in relation to the total services
to be provided or the proportion of the costs already incurred in relation to the estimated total cost of
that transaction.
Customer receivable is recognized when there is an unconditional entity`s right to receive the price for
the performed obligations of the contract to customer.
The Group and Company does not enter into contracts where the period between the transfer of the
goods or services promised to the customer and the payment by the customer exceeds one year.
Consequently, the Company does not adjust the transaction price for the time value of money.
The Group and Company provide customers with volume discounts based on the limits set in their
contracts. All these discounts are settled within the financial year.
Conventional liabilities
In cases where the Group and the Company receive a price from the customer (prepayment) before the
execution of the obligations of the contract and the transfer of goods or services, a contractual obligation
is recognized. The contractual obligation is derecognised when the obligations of the contract are fulfilled
and the income is recorded in the statement of comprehensive income. The Group and the Company
have classified in this category the line "Customer Advances"
Conventional asset
At the end of the year, the Group and Company recognize a contractual asset for accrued revenue that
has not yet been priced to Clients and which is included in the Advances and other receivables in the
Statement of Financial Position. When the relevant invoice is issued to customers, the Group and
Company recognizes a relevant claim, as the issue of the invoice is the moment when the Group and
Company's right in exchange becomes unconditional (if only the passage of time is required to make
payment of the said consideration). The Company's right becomes unconditional once the relevant
invoices are issued. The Group and Company evaluate the conventional assets for impairment in
accordance with IFRS 9.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
89
5.16 Earnings per Share
Earnings per share are calculated by dividing the net profit for the year by the common shareholders
with the number of common shares outstanding during the year. There were no bonds convertible into
shares or other potential securities convertible into shares that are less profitable during the periods to
which the accompanying financial statements refer to the consolidated financial statements and
consolidated financial statements, and therefore no impairment earnings per share have been calculated.
5.17 Post service personnel benefits
a) Benefits after termination of service
The company pays compensation to retiring employees in accordance with the provisions of the
applicable sectoral collective labour agreements in effect from time to time.
Defined-contributions plan is a pension program, to which the Group and Company pay fixed
contributions to a third legal person without other obligations. The Company has no legal or deemed
obligation to pay additional contributions if the invested assets are inadequate to deal with the anticipated
benefits for the employees’ service concerning the current and previous periods. A defined-benefits plan
is a pension plan that is not a defined-contribution plan.
Usually the defined benefits programs define the amount of pension benefit that an employee will receive
after his retirement, that depends on many factors as age, years of professional experience and
compensation.
The liability recognized in the Statement of Financial Position in respect of defined benefit plans is the
present value of the defined benefit obligation less the fair value of the plan’s assets. 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 discount rates of 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 plan.
The current service cost of the defined benefits program is recognized at the Income Statement,
excluding the case of being included at the cost of an asset. The current service cost reflects the increase
in defined benefits obligation that derives from the employees’ occupation during the period, as well as
changes due to curtails or settlements.
The cost of previous work experience is recorded directly at the Income Statement.
The net interests’ cost is calculated as the net amount between the liability of the defined benefits
program and the fair value of the program’s assets by the discount rate. This cost is included in the
Income Statement at the employee benefit.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are
charged or credited to equity through credit or debit of other comprehensive income in the period in
which they arise.
For the defined contributions programs, the Group and Company pay contributions to public or private
insurance funds either necessarily, or conventionally or voluntarily. After the contributions’ payment no
further commitments arise for the Group and Company. The contributions are recognized as employee
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
90
contributions’’ cost, when they are rendered payable. The prepaid contributions are recognized as assets
at the depth that the prepayment will lead to decrease in future payments or cash refund.
(b) Termination Benefits
The employment termination benefits are paid when the employees leave before their retirement date.
The Group and Company register these benefits either when it is committed, or when it terminates the
employees’ employment according to a detailed program for which there is no chance of withdrawal, or
when these benefits are offered as a motive for voluntary leaves. The employment termination benefits
due 12 months after the Financial Statements reporting date are prepaid.
(c) Short- term benefits
Short term employee benefits both in money and kind are accounted for as expense when accrued.
5.18 Leases
At the start of the contract date, the Group and Company estimate if the contract is or includes a lease.
A contract is or includes a lease if the contact transfers the use right control of a recognized asset for a
certain period and price.
Group and Company as a lessor
Leases to which the lessor does not transfer substantially all the economic risks and rewards arising from
ownership of the leased asset are classified as operating leases. When the assets are leased on an
operating lease, the asset is included in the statement of financial position on the basis of the nature of
the asset. Rental income from operating leases is recognized under the terms of the lease using the
straight line method.
A lease that transfers substantially all the economic benefits and risks arising from ownership of the
leased asset is classified as financial lease.
Assets under finance lease are de-recognized and the lessor recognizes a receivable equal to the net
investment in the lease. The lease receivable is discounted using the effective interest rate method and
the book value is adjusted accordingly. Lease receivable increase on the basis of interest on the finance
lease receivable and decrease with the collection of rent.
Income from rentals of operating leases that refer to exploitation of sites are recognized equally to lease
duration and classified in caption “Other revenue”.
Group and Company as a lessee
The Company recognizes lease liabilities for the leases payments and assets with use rights that represent
the right of use of the underlying assets.
i. Assets with right of use
The Group and Company recognize assets with right of use during the start date of the lease period (the
date that the underlying asset is available for use). Concerning the subsequent measurement, the Group
and Company applie the cost method for measurement of right of use assets. Consequently, the right
of use assets will be measured at the cost after deducting the accumulated depreciations and
accumulated impairment losses and will be adjusted due to re-measurement of the lease liability. The
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
91
right of use assets are depreciated on a straight-line basis over the shorter of its estimated useful life
and the lease term.
ii. Lease liabilities
At the commencement date of the lease, the Group and Company recognize lease liabilities measured at
the present value of lease payments to be made over the lease term. The lease payments include fixed
payments (including in-substance fixed payments) less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and amounts expected to be paid under residual value
guarantees. The lease payments also include the exercise price of a purchase option reasonably certain
to be exercised by the Group and Company and payments of penalties for terminating a lease, if the
lease term reflects the Company exercising the option to terminate. The variable lease payments that do
not depend on an index or a rate are recognized as expense in the period on which the event or condition
that triggers the payment occurs.
In calculating the present value of lease payments, the Group and Company use the incremental
borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is re-measured if there is a modification, a change in the lease term, a change in the in-
substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Company accounts the concession agreement which has signed with the Greek State regarding the
right of use of certain port areas and assets within the port of Thessaloniki, in compliance with IFRS 16.
5.19 Expenses
Expenses are recognized in the income statement on an accrued basis. Interest expenses recognized at
accrual basis.
6. Risk Management
Financial risk factors
The Group and Company are not exposed significantly to financial risks, such as the market risk (changes
in exchange rates, interest prices), the credit risk and liquidity risk. The financial instruments of the
company comprise of bank deposits (sight, time), trade and other debtors and creditors and financial
assets available for sale and financial instruments at fair value through profit and loss. The Group and
Company’s risk management plan seek to limit any negative impacts on the financial results of the
company arising from the inability to predict how financial markets will perform and from fluctuations in
cost and sales variables.
6.1 Market Risk
(i) Exchange rate risk: The Company does business with domestic and foreign clients and the
transaction currency is Euro. BGN has a locked exchange rate to EURO which is the functional currency
of the Group and the Company with an exchange rate of 1.9558 and therefore there is no foreign
exchange risk.
(ii) Price risk: The Group and Company are not exposed to price risk since it is a Service Provider and
is not affected by fluctuations in raw materials prices. The services it renders are priced based on its
published pricelist, the prices of which are increased or decreased when it is deemed necessary by the
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
92
Group and Company. Regarding cost of services provided, since it mainly comprises of payroll costs, it is
affected due to increases via inflationary trends.
(iii) Interest rate risk: The Group and Company are not exposed to significant interest rate risk as it
has no loan obligations. The Group holds time deposits that are interest bearing. As at 31 December
2021 if the interest rates on Euro deposits were 0.5% lower, with the other variables constant, the Group
and Company 's profits would be lower by € 516 thousand (2020: € 525 thousand reduced profits).
6.2 Credit risk
The exposure of the Company and the Group to credit risk is limited to the financial assets as these are
analyzed below:
Amounts in thousand €
2021
2021
2020
GROUP
COMPANY
COMPANY
Categories of financial assets
Long-term receivables
27
27
27
Other Long-term receivables
0
770
0
Restricted cash
7.000
7.000
7.000
Trade receivables
3.281
3.241
5.379
Down payments and other receivables
4.832
4.578
3.518
Other financial assets
75.584
75.584
17.516
Cash and cash equivalents
27.701
27.425
87.595
Total
117.425
118.625
121.035
The credit risk to which the Company and the Group are exposed against their customers is limited, due
to its large customer base, on the one hand, and, on the other hand, since it obtains, as standard
practice, advances or letters of credit before commencing work carried out.
Furthermore, regarding the financial assets as well as the cash and cash equivalents, the Company’s
Management applies a dispersion policy for the number of banks it has transactions with, as well as an
evaluation policy for their creditworthiness. The Ageing Customer Requirements analysis is listed below:
GROUP
Not overdue
and not
impaired
0-30 days
31-60
days
61-300
days
>300
days
TOTAL
31.12.2021
1.552
1.606
122
214
3.495
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
93
Less: Provision
0
0
0
-214
-214
Total
31.12.2021
1.552
1.606
0
122
0
3.281
COMPANY
Not overdue
and not
impaired
0-30 days
31-60
days
61-300
days
>300
days
TOTAL
31.12.2021
1.552
1.567
122
214
3.456
Less: Provision
0
0
0
-214
-214
Total
31.12.2021
1.552
1.567
0
122
0
3.241
31.12.2020
1.030
1.461
486
2.402
221
5.600
Less: Provision
0
0
0
0
-221
-221
Total
31.12.2020
1.030
1.461
486
2.402
0
5.379
Regarding the maturity of the given guarantees, the Other Financial Data and the Cash and
Equivalent Equivalents, a relevant report is given in Note 8.9. As of December 31, 2021, the Company
cooperate solely with Greek banks while subsidiary with Greek and Bulgarian banks.
6.3 Liquidity risk
There is no significant liquidity risk for the Group and the Company, as its operating costs are covered
by cash equivalents and other financial assets, covering in total 90,20% (Group: 91,09%) and 88,45%
of current assets for fiscal years 2021 and 2020 correspondingly.
6.4 Capital risk management
Group and Company`s objectives in relation to capital management are to ensure the potential of smooth
operation in the future, in order to provide satisfactory returns to shareholders and other participants and
to maintain an ideal distribution of capital and thus to reduce the cost of capital.
The Group and Company may change the dividend to shareholders in order to maintain or adjust its
capital structure, return capital to shareholders, issue new shares or sell assets to reduce its debt.
The Group and company do not use loan capital and, consequently, the leverage factor is zero.
6.5 Fair value
The fair value of a financial asset is the amount that is collected for the sale of a financial asset or paid
for the settlement of a liability in a transaction under normal conditions between two commercial
counterparties on its valuation date. The fair value of the financial assets of the Financial Statements of
December 31, 2021, was determined by the best possible estimate by the Management. In cases where
there are no data available or these data are limited from active money markets, the valuations of the
fair values have arisen by the Management’s estimate in compliance with the information available.
The Company and the Group use the hierarchy below in order to establish and disclose the fair
value of its financial instruments, per measurement technique:
Level 1: Negotiable (not adjusted) values on active markets for the same assets or liabilities;
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
94
Level 2: Other techniques where all inflows with a significant impact on the recorded fair value
are observable, either directly or indirectly.
Level 3: Techniques which employ data that has a significant impact on the recorded fair value
and is not based on observable market data.
The amounts with which cash holdings, receivables and short-term liabilities are disclosed in the Financial
Position Statement, approach their corresponding fair values due to their short-term maturity.
Consequently, there are no differences between the fair values and the corresponding book values of the
Financial Assets and Liabilities. The Group and Company do not hold financial assets or liabilities
measured in fair value.
6.6 Economic conjuncture risk - Macroeconomic business environment in Greece
The macroeconomic and financial environment in Greece appears to be stabilizing, however the current
health crisis as a result of COVID-19 continues to exacerbate uncertainty for the second consecutive year.
The Management continuously assesses the possible impact of any changes in the macroeconomic and
financial environment in Greece, in order to ensure that all necessary actions and measures will be taken
in time, in order to minimize any impact on the Company's activities. The Management is not able to fully
and accurately predict the possible developments in the Greek economy, however based on its
assessment, it has concluded that no additional provisions are required to impair the financial and non-
financial assets of the Company as at 31 December 2021. More specifically, the Group is constantly
considering:
• The recoverability of commercial receivables given the strict credit policy applied and the case of credit
security.
• Ensuring the amount of sales due to the dispersion of its activities.
7. Segmental reporting
The Group operates in Greece and Bulgaria, irrespective of the fact that its customer base includes
international companies. Moreover, the Company does not engage in commercial or industrial activities
other than the provision of services solely within the boundaries of the Port of Thessaloniki.
Its business activities regard the provision of services to:
• unitized cargoes (containers);
• conventional cargoes (bulk, general, RO-RO);
• coastal and cruise passengers;
• ships (anchoring, mooring, berthing and other services);
• users of its Port and non-port facilities, including the operation of car parking stations (organized
or not);
• intermodal transports (dry-port) from the subsidiary ThPA Sofia EAD.
ThPA S.A. Management assesses the results of these activities and takes business decisions based on
the internal financial information system. This system is organized depending on both the type of service
rendered and the differences they generate during the production process, given they are provided to
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
95
different types of cargoes (Containerized and Conventional), passengers and other users, as well as the
organizational structure of the Company.
Based on what is cited above, the Company has identified the following four (4) operating
segments for disclosure:
- Container Terminal,
- Conventional Cargo,
- Passenger Traffic,
- Utilization of facilities.
7.1 Financial data per segment
Group and Company activities per operating segment and of Assets and Liabilities for fiscal years 1.1-
31.12.2021 and 1.1-31.12.2020 can be broken down as follows:
GROUP
Fiscal Year 2021
Results per Segment on 31.12.2021
Figures in thousands of €
Container Terminal
Conventional
Port
Passenger
Traffic
Space
Exploitation
Non-
allocated
items
Group
total
Sales per segment
to external customers
51.060
23.526
402
1.902
973
77.863
to other segments
0
0
0
0
0
0
Total Sales per segment
51.060
23.526
402
1.902
973
77.863
Cost of sales
-24.818
-13.220
-458
-1.425
-1.759
-41.680
Gross profit per segment
26.242
10.307
-56
476
-786
36.182
Other income
110
1.682
14
789
227
2.822
Other expenses
-5.201
-2.591
-140
-286
-3.294
-11.511
Operating result
21.151
9.398
-182
979
-3.853
27.493
Financial income/expenses - net
0
0
0
0
-1.581
-1.581
Results before tax segment
21.151
9.398
-182
979
-5.434
25.912
Income Tax
-4.653
-2.068
40
-215
771
-6.125
Results net of tax segment
16.498
7.330
-142
764
-4.663
19.787
Depreciations of tangible and intangible
assets
3.801
1.872
24
167
86
5.951
Results before tax, financial results
and depreciations per segment
24.953
11.270
-159
1.147
-3.767
33.444
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
96
COMPANY
Fiscal Year 2021
Results per Segment on
31.12.2021
Figures in thousands of €
Container
Terminal
Conventional
Port
Passenger
Traffic
Space
Exploitation
Non-
allocated
items
Company
total
Sales per segment
to external customers
51.060
23.526
402
1.902
0
76.890
to other segments
0
0
0
0
0
0
Total Sales per segment
51.060
23.526
402
1.902
0
76.890
Cost of sales
-24.818
-13.220
-458
-1.425
0
-39.921
Gross profit per segment
26.242
10.307
-56
476
0
36.969
Other income
110
1.682
14
789
314
2.909
Other expenses
-5.201
-2.591
-140
-286
-2.890
-11.107
Operating result
21.151
9.398
-182
979
-2.576
28.771
Financial income/expenses –
net
0
0
0
0
-1.546
-1.546
Results before tax segment
21.151
9.398
-182
979
-4.122
27.225
Income Tax
-4.653
-2.068
40
-215
771
-6.125
Depreciations of tangible
and intangible assets
3.801
1.872
24
167
86
5.951
Results before tax, financial
results and depreciations per
segment
24.953
11.270
-159
1.147
-2.489
34.722
Fiscal Year 2020 (Restated)
Results per Segment on
31.12.2020
Figures in thousands of €
Container
Terminal
Conventional
Port
Passenger
Traffic
Space
Exploitation
Non-
allocated
items
Company
total
Sales per segment
to external customers
49.730
20.221
191
1.582
0
71.724
to other segments
Total Sales per segment
49.730
20.221
191
1.582
0
71.724
Cost of sales
-22.920
-13.305
-375
-1.208
0
-37.807
Gross profit per segment
26.810
6.916
-183
374
0
33.916
Other income
138
1.964
18
647
330
3.097
Other expenses
-5.033
-2.734
-187
-474
-3.064
-11.491
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
97
Operating result
21.916
6.146
-353
546
-2.734
25.521
Financial income/expenses -
net
-923
-923
Results before tax segment
21.916
6.146
-353
546
-3.657
24.598
Income Tax
-4.014
-1.125
65
-100
668
-4.506
Depreciations of tangible
and intangible assets
3.356
1.775
30
199
51
5.411
Results before tax, financial
results and depreciations per
segment
25.272
7.921
-323
745
-2.683
30.932
GROUP
Fiscal Year 2021
Results per Segment on 31.12.2021
Figures in thousands of €
Container
Terminal
Conventional
Port
Passenger
Traffic
Space
Exploitation
Non-
allocated
items
Group
total
Tangible fixed assets utilized for purpose
55.317
2.819
355
840
13.055
72.387
Investment property
0
0
0
3.231
0
3.231
Other non current assets
27.760
12.403
205
2.069
12.899
55.337
Current assets
2.971
3.728
1.272
266
105.233
113.470
Total Assets per segment
86.048
18.950
1.833
6.406
131.188
244.425
Equity
0
0
0
0
173.011
173.011
Long term liabilities
33.415
15.592
263
1.767
1.124
52.162
Short term liabilities
5.929
3.534
38
280
9.469
19.251
Total Equity and liabilities per segment
39.344
19.127
301
2.048
183.605
244.425
COMPANY
Fiscal Year 2021
Results per Segment on
31.12.2021
Figures in thousands of €
Container
Terminal
Conventional
Port
Passenger
Traffic
Space
Exploitation
Non-
allocated
items
Company
total
Tangible fixed assets utilized for
purpose
55.317
2.819
355
840
13.053
72.385
Investment property
0
0
0
3.231
0
3.231
Other non current assets
27.760
12.403
205
2.069
13.882
56.320
Current assets
2.971
3.728
1.272
266
106.043
114.280
Total Assets per segment
86.048
18.950
1.833
6.406
132.978
246.216
0
0
0
0
0
0
Equity
0
0
0
0
174.586
174.586
Long term liabilities
33.415
15.592
263
1.767
800
51.838
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
98
Short term liabilities
5.929
3.534
38
280
10.009
19.791
Total Equity and liabilities per
segment
39.344
19.127
301
2.048
185.395
246.216
Fiscal Year 2020 (Restated)
Results per Segment on
31.12.2020
Figures in thousands of €
Container
Terminal
Conventional
Port
Passenger
Traffic
Space
Exploitation
Non-
allocated
items
Company
total
Tangible fixed assets utilized for
purpose
43.495
1.233
361
991
13.812
59.892
Investment property
0
0
0
3.052
0
3.052
Other non current assets
29.344
12.076
114
1.715
12.615
55.864
Current assets
2.077
6.791
29
513
109.433
118.842
Total Assets per segment
74.916
20.100
503
6.271
135.861
237.651
0
0
0
0
0
0
Equity
0
0
0
0
168.665
168.665
Long term liabilities
34.472
14.937
175
1.605
849
52.039
Short term liabilities
5.573
5.918
46
283
5.128
16.948
Total Equity and liabilities per
segment
40.045
20.854
221
1.888
174.642
237.651
Non-allocated assets mainly regard cash holdings, financial instruments, deferred taxation, as well as
tangible fixed assets utilized for own purposes which regard infrastructure works not directly relating
to any Operating Segment, while non-allocated liabilities mainly regard all of equity, liabilities from
suppliers, income taxes, fixed asset subsidies and other provisions.
Major Customers: A customer active in the operating segment of the CONTAINER TERMINAL
accounts for a percentage of more than 10% on the total revenue of the Group (16,40%). For the
Company in 2021, the percentage is 16,61% (2020: 19,82%).
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
99
7.2 Calculation of earnings before tax, financial results and total depreciations (EBITDA)
The Group monitors the EBITDA index and cites the calculation thereof, as it is not precisely defined in
the IFRS, as such have been adopted by the European Union:
GROUP
COMPANY
COMPANY
Amounts in thousands €
2021
2021
2020
(Restated)
Profits before tax
25.912
27.225
24.598
Plus: Depreciations of tangible fixed assets, intangible
assets, and for the Right of Use Assets (notes 8.2, 8.3,
8.4)
5.985
5.951
5.411
Less: Net financial income (note 8.23)
1.546
1.546
923
Operational profits (EBITDA)
33.444
34.722
30.932
8. Item analysis & other disclosures
8.1 Investment property
GROUP/COMPANY
Amounts in thousands €
31.12.2021
31.12.2020
Balance at the beginning of
period
3.052
3.105
Revaluation gains (note 8.18)
178
0
Impairment Loss (note 8.22)
0
-53
Balance at the end of period
3.231
3.052
The Group and Company own four plots of land outside the Port Zone which are held to generate rent or
increase the value of its capital and which are free of all liens. The Group and Company have selected the fair
value method for book value calculation of its investment properties. Profits or losses arising from a change in
fair value in investments in real estate are included in the net profit or loss for the period in which that change
occurs.
The fair value of investment properties of level 3 is measured for the Group and Company by independent
external valuers using the Comparative or Landmark Method. For the purpose of estimation, the following
assumptions have been made:
- the properties are not contaminated and not affected by existing or proposed environmental legislation
- the land of each property is not subject to special conditions
- properties are free of mortgages
- real estate is not affected by current or potential future town planning arrangements.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
100
The Group and Company are also affected by the change in the fair value of investment property. A change in
property prices of ±5% will result in a corresponding change of approximately € 162 thousand in the income
statement (change of € 153 thousand in the income statement of 2020). There are no collateral and pledges
on investment properties.
Two of the four investment properties are leased to third companies for the exploitation of parking spaces.
Rental income from investment properties amounted to € 157 thousand for the year ended December 31, 2021
(2020: € 150 thousand) and is included in Other Income in the Statement of Comprehensive Income.
8.2 Tangible Assets
GROUP
Cost
Buildings
Machinery
Vehicles
Furniture, fittings
and equipment
Assets under
construction &
prepayments
Total of
Tangible
Assets
1 January 2021
25.508
80.984
4.276
5.814
16.470
133.052
Additions
77
1.278
49
872
14.535
16.810
Right of use assets
0
0
61
45
0
106
Transfers
2.148
65
0
154
-2.367
0
Disposals
0
-1.379
-639
-96
-108
-2.221
31 December 2021
27.733
80.949
3.747
6.789
28.531
147.748
Accumulated
depreciation
1 January 2021
12.300
52.724
3.740
4.396
0
73.160
Depreciation
1.067
2.784
88
307
0
4.246
Depreciation of Right of
use assets
0
0
71
8
0
79
Disposals
0
-1.390
-639
-95
0
-2.123
31 December 2021
13.367
54.118
3.259
4.616
0
75.361
Carrying value at 1
January 2021
13.208
28.261
536
1.418
16.470
59.892
Carrying value at 31
December 2021
14.365
26.831
487
2.173
28.531
72.387
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
101
COMPANY
Amounts in thousands €
Buildings
Machinery
Vehicles
Furniture,
fittings
and
equipment
Assets under
construction
&
prepayments
Total of
Tangible
Assets
Cost
1 January 2020
25.117
76.643
4.145
5.013
14.632
125.549
Additions
211
4.279
46
793
2.102
7.431
Right of use assets
0
0
84
0
0
84
Transfers
182
64
0
10
-255
0
Disposals
-1
-1
0
-1
-9
-13
31 December 2020
25.508
80.984
4.276
5.814
16.470
133.052
1 January 2021
25.508
80.984
4.276
5.814
16.470
133.052
Additions
77
1.278
46
872
14.535
16.808
Right of use assets
0
0
61
45
0
106
Transfers
2.148
65
0
154
-2.367
0
Disposals
0
-1.379
-639
-96
-108
-2.221
31 December 2021
27.733
80.949
3.744
6.789
28.531
147.746
Accumulated depreciation
1 January 2020
11.236
50.345
3.601
4.143
0
69.325
Depreciation
1.065
2.380
79
253
0
3.778
Depreciation of Right of use assets
0
0
60
0
0
60
Disposals
-1
-1
0
0
0
-2
31 December 2020
12.300
52.724
3.740
4.396
0
73.160
1 January 2021
12.300
52.724
3.740
4.396
0
73.160
Depreciation
1.067
2.784
88
307
0
4.246
Depreciation of Right of use assets
0
0
71
8
0
79
Disposals
0
-1.390
-639
-95
0
-2.123
31 December 2021
13.367
54.118
3.259
4.616
0
75.361
Carrying value at 1 January 2021
13.208
28.261
536
1.418
16.470
59.892
Carrying value at 31 December 2021
14.365
26.831
485
2.173
28.531
72.385
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
102
Group`s assets are free of all liens. The Group has concluded insurance contracts covering possible risks of
earthquake, fire and other risks, from acts of god and also covering general civil liability for electromechanical
equipment and buildings which have been conceded to it by the Greek State, and employer’s civil liability for
machinery, vehicles, electric gantry cranes and ordinary gantry cranes.
An impairment check shall take place for fixed assets when events and conditions suggest that their residual
value may no longer be recoverable. Should the residual value of fixed assets exceed their recoverable value,
the accessory sum regards an impairment loss, which is recorded directly as an expense in the income
statement.
The item "Fixed Assets and Advances" includes projects under development, with the most important task of
extending the 6th pier (€ 13,3 m), various port infrastructure projects (€ 3,8 m) and advanced payments for
the purchase of mechanical equipment (€ 10,5 million) in view of the mandatory investments coming from the
concession agreement.
Finally, within the year, following the decision of the Management, the Group and the Company proceeded to
the scrapping of old mechanical and other equipment of value € 108 thousands.
8.3 Intangible Assets
GROUP
Amounts in thousands €
Intangible assets costs as of 01.01.2021
4.220
Additions
1.153
Intangible assets costs as of 31.12.2021
5.373
Accumulated depreciations as of 01.01.2021
2.874
Depreciations 2021
217
Total depreciation until 31.12.2021
3.091
Residual value as of 31.12.2021
2.282
COMPANY
Amounts in thousands €
Intangible assets costs as of 01.01.2020
3.564
Additions
656
Intangible assets costs as of 31.12.2020
4.220
Accumulated depreciations as of 01.01.2020
2.706
Depreciations 2020
168
Total depreciation until 31.12.2020
2.874
Residual value as of 31.12.2020
1.346
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
103
Intangible assets costs as of 01.01.2021
4.220
Additions
1.146
Intangible assets costs as of 31.12.2021
5.366
Accumulated depreciations as of 01.01.2021
2.874
Depreciations 2021
215
Total depreciation until 31.12.2021
3.089
Residual value as of 31.12.2021
2.277
(Any differences in sums are due to the rounding of the relevant items)
Intangible assets are mainly related to software programmes.
8.4 Right of use asset
Right to use assets transactions from 1 January 2021 to 31 December 2021 along with the corresponding last
year are analyzed as follows:
Amounts in thousands €
GROUP
Concession Fee as of 01.01.2021
46.234
Additions
635
Concession Fee as of 31.12.2021
46.869
Accumulated depreciations as of 01.01.2021
3.753
Depreciations 2021
1.724
Total depreciation until 31.12.2021
5.478
Residual value as of 31.12.2021
41.391
COMPANY
Concession Fee as of 01.01.2020
44.284
Additions
1.950
Concession Fee as of 31.12.2020
46.234
Accumulated depreciations as of 01.01.2020
2.348
Depreciations 2020
1.405
Total depreciation until 31.12.2020
3.753
Residual value as of 31.12.2020
42.481
Concession Fee as of 01.01.2021
46.234
Additions
0
Concession Fee as of 31.12.2021
46.234
Accumulated depreciations as of 01.01.2021
3.753
Depreciations 2021
1.411
Total depreciation until 31.12.2021
5.165
Residual value as of 31.12.2021
41.070
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
104
The right of use concerns the concession contract to the Greek State along with leases of offices, vehicles
and land use (8.27.2.ii).
8.5 Long-term and other receivables
Long-term receivables are analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
1/1-31/12/2021
1/1-31/12/2020
Electricity (PPC) guarantees
18
18
Water Supply (EYATH) guarantees
1
1
Natural Gas guarantees
8
8
Other guarantees
1
1
Total
27
27
(Any differences in sums are due to the rounding of the relevant items)
These receivables relate to guarantees which will not be collected until the end of the next fiscal year
and which have been valued at cost. Additionally, The Company granted € 770 thousand loan to the
newly established subsidiary of ThPA Sofia.
8.6 Inventories
Inventories are analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
1/1-31/12/2021
1/1-31/12/2020
Consumables
At cost
2.173
1.991
minus: Impairment provsion
-462
-462
At net realizable value
1.711
1.528
Spare parts
At cost
274
208
At releazible value
274
208
Total inventories at the lowest of
cost and net realizable value
1.984
1.736
(Any differences in sums are due to the rounding of the relevant items)
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
105
At the end of each fiscal year, Company BoD reassesses the case of impairment in the valuation of
inventories at their liquidation value. Every change in the impairment provision and the cost of inventories
entered as an expense is included in the cost of sales (note 8.17).
8.7 Trade receivables
Trade receivables are analyzed as follows:
Trade receivables
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-31/12/2021
1/1-31/12/2021
1/1-31/12/2020
Trade receivables
3.495
3.456
5.600
Less: provisions for bad debt
-214
-214
-221
Total
3.281
3.241
5.379
The Group, as standard practice, receives advance payments (deposits) for works, which are settled at
regular intervals. Customer advance payments are contractual liabilities of the Group and Company from
contracts with customers and amounted on 31.12.2021 to € 3.135 thousands and on 31.12.2020 to €
5.070 thousands (note 8.14)
The account of each customer is credited with the collection of the advances and the payment of the
specific invoices to which the specific advance corresponds. This balance at the end of each year appears
in the liabilities in the account "Customer Advances" (note 8.14). The balances of the customers (6
months and over) for which no provision has been made, are covered for the most part, by deposits. In
some cases and to important customers with whom contracts have been signed where the discount is
provided, a letter of guarantee is also provided at the same time. The amount of these letters of
guarantee, on 31.12.2021 amounts to the amount of € 1,870 thousand (€ 1,298 thousand on 31.12.2020)
(note 8.27.3).
For trade receivables and other receivables, the Group and the Company have calculated the estimated
credit losses (ECLs) based on the expected lifetime credit losses. Given that trade receivables are
normally settled within 30 days of the invoice being issued, management has set a minimum loss rate
for the risk of default. For all balances outstanding for more than 30 days, the Group and the Company
examined default risk, arrears and historical credit losses adjusted to reflect current and future customer
information to determine expected credit. losses for each individual balance of trade receivables.
The account of the provision for bad debts from customer receivables for fiscal years ended on December
31, 2021 and 2020 is broken down as follows (amounts in thousands €):
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
106
COMPANY
(Amounts in thousands)
Balance on January 1, 2020
249
Additional provision for the fiscal
year (note 8.20)
Non-utilized provision (note 8.18)
12
Customers write-offs
-40
Balance on December 31, 2020
221
GROUP
(Amounts in
thousands)
Additional provision for the fiscal
year (note 8.20)
3
Non-utilized provision (note 8.18)
-10
Customers write-offs
Balance on December 31, 2021
214
On December 31, 2021 customer and other trade receivables maturity dates were as follows (amounts
in thousands €):
COMPANY
Not overdue
and not
impaired
0-30 days
31-60
days
61-300
days
>300
days
TOTAL
31.12.2021
1.552
1.567
122
214
3.456
Less: Provision
0
0
0
-214
-214
Total
31.12.2021
1.552
1.567
0
122
0
3.241
31.12.2020
1.030
1.461
486
2.402
221
5.600
Less: Provision
0
0
0
0
-221
-221
Total
31.12.2020
1.030
1.461
486
2.402
0
5.379
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
107
GROUP
Not overdue
and not
impaired
0-30 days
31-60
days
61-300
days
>300
days
TOTAL
31.12.2021
1.552
1.606
122
214
3.495
Less: Provision
0
0
0
-214
-214
Total
31.12.2021
1.552
1.606
0
122
0
3.281
31.12.2020
1.030
1.461
486
2.402
221
5.600
Less: Provision
0
0
0
0
-221
-221
Total
31.12.2020
1.030
1.461
486
2.402
0
5.379
The Group does not accumulate credit risk in relation to trade receivables, as it has a wide range and a
large number of customers.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
108
8.8 Advances and other receivables
Advances and other receivables are analyzed as follows:
Amounts in thousands €
GROUP
COMPANY
COMPANY
31/12/2021
31/12/2021
31/12/2020
Advances to personnel
53
53
49
Loans to personnel
279
279
332
Receivables from currently earned income
2.633
2.633
1.910
Sundry debtors
1.013
561
1.703
Receivables from afilliated companies
0
1.609
0
Tax income prepayment (Note 8.15)
747
715
64
Receivables from VAT
3.867
3.867
6.560
Next fiscal year's expenses
189
189
298
Doubtful debtors
222
222
292
Less: provision for doubtful debtors
-286
-286
-298
Less: provision for other doubtful receivables
-271
-271
-768
Less: provision for receivables from duties and taxes
-3.526
-3.526
-3.526
Total
4.920
6.045
6.616
(Any differences in sums are due to the rounding of the relevant items)
Loans to personnel: The Group provides interest loans to employees which are subject to a 2,4%
stamp duty upon receipt. The amount of loan per employee is up to the amount of € 7 thousand and
instalments are deducted from the employee salaries. Loans are stated at their nominal value and are
similar to their fair value.
Receivables from the currently earned income: These came from: (a) accrued interest income € 2
thousands (2020: € 247 thousands), b) Other income € 22 thousands (2020: € 7 thousands) and c)
revenues from non-invoiced operations € 2.609 thousands (2020: € 1.656 thousands), which relate to
services that were provided until the end of the year but were not invoiced.
The account for the provision for doubtful receivables for fiscal years ended on December 31, 2021
and 2020 is broken down as follows (amounts in thousands €):
GROUP /COMPANY
Balance on January 1, 2020
294
Additional provision in fiscal year (note 8.20)
4
Non-utilized provision (note 8.18)
-1
Balance on December 31, 2020
297
Additional provision in fiscal year (note 8.20)
-3
Non-utilized provision (note 8.18)
-7
Balance on December 31, 2021
286
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
109
The account for the provision for other doubtful receivables for fiscal years ended on December 31,
2021 and 2020 is broken down as follows (amounts in thousands €):
GROUP
/COMPANY
Balance on January 1, 2020
668
Additional provision in fiscal year
0
Utilized provision
-497
Balance on December 31, 2020
171
Balance on December 31, 2021
171
Other receivables from the Greek State: An amount of € 3.526 thousand relates to an imposed
amount of duties and taxes which was paid by the Company in previous years in order to claim its
return through legal actions against which an equal provision has been formed.
8.9 Cash and cash equivalents – Other financial assets
Cash and cash equivalents are broken down as follows:
GROUP
COMPANY
COMPANY
1/1-
31/12/2021
1/1-
31/12/2021
1/1-
31/12/2020
Amounts in thousands
€
Cashier's desk
40
40
46
Sight deposits
27.661
27.385
87.550
Total
27.701
27.425
87.596
On 31.12.2021, the Group short-term deposits for more than three months’ term period amounted to €
75.584 thousands (2020: € 17.516 thousands).
The interest rates for time deposits in fiscal year 2021 ranged from 0,05% to 1,07% (1% to 1,30% in
fiscal year 2020). The current value of these sight deposits equals to their book value.
As defined in the deferral heresies included in the contract signed on 02.02.2018 between the Greek
State and the Ο.Λ.Θ. SA and is entitled "Concession Agreement Regarding the Use and Exploitation of
Certain Spaces and Assets within the Port of Thessaloniki", on 07.02.2018 the Company issued a letter
of guarantee for the good execution of the contract amounting to € 10 million with a commitment of a
corresponding amount of reflected in non-current assets.
On 13.03.2019 the Company issued a supplementary letter of guarantee in the amount of € 20 million,
which marks the beginning of the First Investment Period, without a commitment of cash. At the same
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
110
time, the issuing Bank reduced the amount of the frozen deposits of the initial letter of guarantee to € 7
million from the initial amount of € 10 million.
Financial income of interest from bank deposits are recognized using the accrued interest principle, and
amount to € 476 thousands for the fiscal year ended on December 31, 2021, and € 1.109 thousands for
the corresponding fiscal year of 2020 (note 8.23).
8.10 Equity
8.10.1 Share capital
The Group’s share capital stands at thirty million two hundred and forty thousand Euros (€30,240,000)
and is divided into ten million eighty thousand (10,080,000) ordinary registered shares with a face value
of three Euros (€ 3,00) each. The share capital was fully paid-in on 31.12.2021. There was no change
during the period.
8.10.2 Reserves
Reserves
GROUP/COMPANY
Amounts in €
Statutory
Reserve
Untaxed
Reserves
Total
Reserves
Balance (1.1.2020)
9.591
57.436
67.027
Other changes for the fiscal year
Profit distribution to reserves
1.004
0
1.004
Balance (31.12.2020)
10.595
57.436
68.031
Other changes for the fiscal year
Profit distribution to reserves
1.055
0
1.055
Balance (31.12.2021)
11.650
57.436
69.086
The statutory reserve has been formed in compliance with the provisions in force and may not be
distributed while the company is in operation. Untaxed reserves include reserves from income under
special taxation, from financial income exempt from taxation, which have not been taxed based on special
provisions in the law, as well as the Special untaxed reserve of Law 2881/2001, amounting to €57,4
million.
The above Special Tax-Free Reserve is taxed under the conditions and to the extent provided for in the
general provisions, i.e. in the event of its distribution or capitalization. The tax on any goodwill to be
distributed or capitalized will be calculated based on the tax rate applicable to the taxation of the profits
of the year in which the distribution or capitalization will take place.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
111
8.11 Provisions for liabilities to employees
Provision for liabilities to employees for Group and the Company is analyzed as follows (amounts in
thousands €):
Changes (movement) in Net Defined Liability recognized in Financial
Position Statement
1.1-
31.12.2021
1.1-
31.12.2020
Net Liability/(Assset) at the beginning of the period
5.649
5.252
Benefits paid directly by the company
-1.000
-1.611
Total Expense Recognized in Income Statement
126
1.106
Amount of (Profit)/Loss recognized in Other Comprehensive Income
846
903
Net Liability/(Assset) in BS at the end of the period
5.621
5.649
Fiscal year
1/1-
31/12/21
1/1-31/12/20
Amounts recognized in the Statement of
Financial Position
Present value of liabilities
5.649
5.252
Net liability recognized in the Statement of
Financial Position
5.649
5.252
Amounts recognized in the Income
Statement
Current employment costs
298
291
Pre-service costs or Program Change or Cuts
106
494
Net interest on the liability / (asset)
18
39
Normal output in the Income Statement
422
824
Cost of cuts / arrangements / termination of
service
11
280
Other adjustments
-308
0
Total expense in the Income Statement
126
1.104
Change in the present value of the liability
Present value of liability at the beginning of the
year
5.341
5.252
Current employment costs
298
291
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
112
Interest costs
18
39
Benefits paid by the employer
(1.000)
(1.612)
Cost of cuts / arrangements / termination of
service
117
775
Reorganization costs
0
0
Actuarial loss - financial affairs
(44)
220
Actuarial loss - due to changing demographics
(226)
-
Actuarial loss - period experience
1.117
681
Present value of liability at the end of the
year
5.621
5.649
Adjustments
(44)
220
Adjustments to liabilities from change of
assumptions
(226)
0
Empirical adjustments to liabilities
1.117
681
Total actuarial loss on Equity
846
903
The principal actuarial assumptions employed for the calculation of the relevant provisions are as follows:
31.12.2021
31.12.2020
Discount rate
0,45%
0,35%
Rate of future salary increases
0,00%
0,00%
Average of expected residual working life
13,30
18,57
In case of change of the average annual increase or reduction of the discount rate by + 0.1% then the
liability will amount to € 5,663 thousand and by -0.1% the liability will amount to € 5,580 thousand.
The Company calculates the reserve for personnel`s compensation due to retirement in compliance with
the provisions of the sectoral collective labor agreement (E.S.S.E.). Personnel compensation liabilities for
fiscal years 2021 and 2020 were calculated using an actuarial study.
As mentioned in note 4.4, the Group and the Company implemented the decision issued in May 2021
under the title "distribution of benefits about periods of service in accordance with IAS 19", the impact
of which is negligible as for the majority of employees, the obligation for provision does not depend on
years of service but is a fixed amount in accordance with the provisions of the Collective Bargaining
Agreement for civil servants and dockers.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
113
8.12 Other provisions
The movement of other provisions is broken down as follows (amounts in thousands €):
Other provisions
GROUP
/COMPANY
Balance on 1.1.2020
418
Balance on 31.12.2020
418
Balance on 31.12.2021
418
Other provisions regard various cases and actions pending at Courts and will be settled upon the
adjudication of the cases.
8.13 Other long-term liabilities
Other long-term liabilities are analyzed as follows:
Other long-term
liabilities
GROUP/COMPANY
Amounts in thousands €
31.12.2021
31.12.2020
Leasehold deposits
215
188
Total
215
188
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
114
8.14 Short-term liabilities
Short-term liabilities, except the income tax and the short-term lease liability, are analyzed as follows:
Short-term liabilities
GROUP
COMPANY
COMPANY
Amounts in thousands €
31.12.2021
31.12.2021
31.12.2020
Liabilities to suppliers
Customer down payments
5.946
6.116
3.284
Dividends payable
3.135
3.135
5.070
Other liabilities and accrued expenses
5.426
5.795
5.681
Total
14.506
15.045
14.036
The above liabilities do not involve interest and are usually settled within 6 months.
Customer prepayments: Prior to initiating the service, the Group and Company shall receive advanced
payments from Contractual Sector customers. These advanced payments constitute for the Group and
Company a contractual obligation to their customers and are settled on completion of the service
provision and the recognition of revenue at the beginning of the next financial year (Note 8.7).
Dividends payable: This figure regards previous year dividends.
Other liabilities and accrued expenses: Other liabilities and accrued expenses are analyzed as
follows:
GROUP
COMPANY
COMPANY
Amounts in thousands €
31.12.2021
31.12.2021
31.12.2020
Taxes-Duties on personnel and third
party remuneration
107
107
1.026
Other taxes duties
54
54
43
Social insurance and pension fund
liabilities
1.259
1.259
1.264
Personnel remunaration payable
1.380
1.380
1.792
Fees due to BoD members (note 8.26)
4
4
2
Accrued expenses
1.711
1.711
1.205
Post year Revenue
58
58
0
Other-short term liabilities
852
1.222
349
Total
5.426
5.795
5.681
Taxes – Duties on Salaries: This figure primarily regards withholding tax applied to personnel salaries,
which are usually paid in the month following the withholding, in compliance with the provisions in tax
law.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
115
Social insurance and pension fund liabilities:
GROUP/
COMPANY
Amounts in thousands €
31.12.2021
31.12.2020
Social Security Institute (EFKA)- Other
principal insurance funds
1.259
1.264
Total
1.259
1.264
The Group and Company have no outstanding debts to social security Funds.
Personnel remuneration payable: This amount includes the remuneration of personnel for
December 2021, which has been paid during January 2022.
Accrued expenses: This account is analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
31.12.2021
31.12.2020
Third-party fees
579
122
Third-party benefits
120
76
Tax-Duties
2
1
Concession Fee, amount in excess of
considered amount (8.27.2)
972
806
Personnel remuneration
1
1
Other expenses
37
179
Discounts on sales for fiscal year
0
20
Total
1.711
1.205
Concession fee: refers to the excessive part, in addition to the mandatory minimum liability payable to
the Greek State under the Concession Agreement of the Port and is increased by sales increase.
Discounts on sales refers to the Group and Company's obligations to their customers under the terms
of the agreements signed between the two parties in relation of achieving of the objectives described in
the above contracts.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
116
8.15 Income taxes payable
The income taxes payable amount is analyzed as follows:
Income taxes
payable
GROUP/COMPANY
Amounts in thousands €
1/1-31/12/2021
1/1-31/12/2020
Income Tax (Note 8.24)
6.228
5.988
Advances/TaX Witheld
-3.421
-4.986
Total
2.807
1.002
8.16 Sales
Sales show an increase in all sectors and are analyzed below:
Sales
GROUP
COMPANY
COMPANY
Amounts in thousands €
1.1-
31.12.2021
1.1-
31.12.2021
1.1-
31.12.2020
Container terminal
Ship services
32.875
32.875
31.855
Land services
17.060
17.060
16.554
Mooring and berthing
1.059
1.059
1.297
Utilization of spaces
66
66
24
Total
51.060
51.060
49.730
Conventional Terminal
Ship services
18.501
18.501
15.777
Land services
1.997
1.997
1.808
Mooring and berthing
1.467
1.467
1.428
Utilization of spaces
838
838
427
Income from other services
723
723
781
Total
23.526
23.526
20.221
Passenger Terminal
Ship services
8
8
0
Land services
65
65
52
Mooring and berthing
135
135
32
Income from other services
194
194
107
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
117
Total
402
402
191
Utilization of spaces and
other
Utilization of spaces
310
310
219
Income from other services
1.591
1.591
1.362
Total
1.902
1.902
1.582
Thpa Sofia EAD
Services dry port
973
TOTAL REVENUE
77.863
76.890
71.724
8.17 Cost of sales
Cost of sales is analyzed as follows:
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2021
1/1-
31/12/2021
1/1-
31/12/2020
(Restated)
Personnel remuneration and expenses (note 8.21)
21.344
21.344
20.915
Third parties remuneration and expenses
2.254
495
588
Third parties benefits
9.052
9.052
7.744
Taxes-Duties
108
108
80
Miscellaneous expenses
443
443
549
Depreciation (notes 8.2, 8.3)
5.600
5.600
5.134
Provision for personnel compensation (note 8.11)
125
125
664
Consumpion of materials spare parts
2.755
2.755
2.132
Total
41.680
39.921
37.807
8.18 Other revenue and profits
Other revenue and profits are analyzed as follows:
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2021
1/1-
31/12/2021
1/1-
31/12/2020
Revaluation gains of fixed assets (note 8.1 investment
property)
178
178
0
Income from insurance compensations
20
20
99
Income from rents
2.212
2.300
2.625
Income from non-utilized provisions (notes 8.7,8.8,8.11,8.12)
66
66
48
Revenue from expenditure allowances
0
0
10
Revenue from liability write-offs
303
303
0
Other income from previous fiscal years
42
42
314
Total
2.822
2.909
3.096
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
118
8.19 Administrative Expenses
Administrative expenses are analyzed as follows:
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2021
1/1-
31/12/2021
1/1-
31/12/2020
Personnel remuneration and expenses (note 8.21)
4.849
4.849
6.124
Third parties remuneration and expenses
2.274
2.099
2.073
Third parties benefits
1.676
1.447
928
Taxes-Duties
234
234
239
Miscellaneous expenses
865
861
795
Depreciation (notes 8.2, 8.3)
339
339
267
Provision for personnel compensation (note 8.11)
0
0
144
Consumpion of materials spare parts
45
45
43
Total
10.281
9.873
10.614
Third party fees and expenses: the amount includes mainly the cost of management fees and fees
for management incurred after the Concession Agreement has been signed (note 8.26). It also includes
the fees of the auditors which, for 2021, amounted to € 56 thousand (2020: € 59 thousand)
Certified Auditors-Accountants fees: Total fees charged, regarding fiscal year 2021 by legal audit
office are analyzed as follows:
Certified Auditors-Accountants fees
Amounts in thousands €
2021
2020
Fees for mandatory audit of financial statements
40
42
Fees for other audit services (tax certificate and
others)
16
17
Total
56
59
8.20 Distribution Expenses
Distribution expenses are analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
1/1-31/12/2021
1/1-31/12/2020
Personnel remuneration and expenses (note 8.21)
470
220
Third parties remuneration and expenses
181
202
Third parties benefits
25
17
Taxes-Duties
0
0
Miscellaneous expenses
81
25
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
119
Depreciation (notes 8.2, 8.3)
12
10
Provision for bad debt (notes 8.7, 8.8)
2
15
Consumpion of materials spare parts
0
1
Total
772
488
8.21 Number of personnel and payroll cost
The number of personnel employed in the Group and Company and the payroll cost are analyzed as
follows:
GROUP
COMPANY
COMPANY
31/12/2021
31/12/2021
31/12/2020
Salaried Employees *
335
334
333
Day Laborers **
132
132
127
Total
467
466
460
* of whom Technological Education Institute students
10 0
*of whom fixed term
32 93
**of whom Hellenic Manpower Organization (HMO) students
13 2
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2021
1/1-
31/12/2021
1/1-
31/12/2020
(Restated)
Full-time personnel salaries
15.254
15.253
14.780
Employer contributions to social security funds
3.291
3.287
3.371
Side Benefits
788
788
478
Personnel severance
331
331
1.663
Personnel compensation provision (note 8.11)
93
93
614
Subtotal
19.756
19.750
20.906
Wages
5.268
5.268
5.331
Wages of Greek Manpower Employment Organization
(OAED)
1
1
9
Employer contributions to social security funds
1.358
1.358
1.482
Side Benefits
378
378
145
Personnel compensation provision
33
33
193
Subtotal
7.037
7.037
7.160
General total
26.793
26.787
28.066
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
120
8.22 Other expenses and losses
Other expenses are analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
1.1-
31.12.2021
1.1-
31.12.2020
Loss from investment property valuation (note 8.1)
0
53
Loss from fixed assets impairment
108
1
Surcharges to insurance funds contributions
55
5
Previous year Social contribution
159
0
Previous fiscal year expenses
133
170
Compensations to third parties
0
138
Tax penalites
3
13
Loss from foreign exchange
4
3
Other
0
6
Total
462
389
8.23 Financial income (expenses)
Financial income/(expenses) are analyzed as follows:
GROUP
COMPANY
COMPANY
Amounts in thousands €
1/1-
31/12/2021
1/1-
31/12/2021
1/1-
31/12/2020
Financial Income
Credit Interest (note 8.9)
476
476
1.109
Total
476
476
1.109
Financial
Expenses
Interest Charges and related expenses
316
305
314
Interest Charges from Right of Use
1.742
1.718
1.718
Total
2.058
2.023
2.032
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
121
8.24 Income tax (current and deferred)
The income tax presented in the Comprehensive Income Statement is analyzed as follows:
GROUP/COMPANY
Amounts in thousands €
31.12.2021
31.12.2020
(Restated)
Current Income Tax (Note 8.15)
6.228
5.988
Deferred Income Tax
521
-58
Income from unaudited tax years,provision write-off
(Note 8.27.4)
0
-1.424
Revenue from previous year taxes paid
-624
0
Total
6.125
4.506
Pursuant to tax law 4172/2013, the tax rate for fiscal year 2021 is 22% (2020: 24%).
Tax statements are submitted each year, readjusting the book profits with the tax adjustment returns,
but the profits or losses referred to in them are considered to be provisional until a tax audit is carried
out by the taxation authorities and the relevant report is issued, by which tax liabilities are finalized.
In the table below we cite the agreement between the nominal and effective tax rate:
GROUP
COMPANY
COMPANY
Amounts in thousands €
31.12.2021
31.12.2021
31.12.2020
Profits before income tax
25.912
27.225
24.588
Current tax rate
22%
22%
24%
Income tax calculated with current tax rate
5.701
5.990
5.901
Tax effect of non-deductible expenses
961
961
540
Tax effect of untaxed income
-959
-959
-757
Τax effect from a change in tax rate
566
566
244
Reversal of provision for tax audit differences / previous
years taxes
192
192
-1.424
Effect of foreign tax rates
157
0
0
Tax losses for which no deferred tax asset was recognized
131
0
0
Revenue from previous year taxes paid
-624
-624
0
Tax expense in the Comprehensive Income Statement
6.125
6.125
4.504
Effective tax rate
23,63%
22,47%
18,32%
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
122
Charges for deferred income tax (deferred tax liability) at the attached income statements contains the
provisional tax differences principally ensuing from written income-gains which will be taxed at a future
date. Credit for deferred taxes (deferred tax receivables) mainly contains provisional tax differences
which ensue from specific provisions, which are tax deductible at their realization.
Deferred tax credit and debit balances are offset, when there is a legal right to the offset of current tax
assets against current tax liabilities and where deferred income taxes relate to the same tax authority.
The subsidiary ThPA Sofia during the year 2021 recorded a loss of approximately 312 thousand for which
no deferred tax benefit was recognized, as the possibility of offsetting tax profits is not considered certain.
Deferred income tax assets and liabilities originate from the following items:
Balance
(Debit)/Credit
Balance
Amounts in thousands €
1/1/2021
in Results -
other income
31/12/2021
Investment property
-198
-23
-221
Tangible fixed assets utilized for own purposes
2.697
-293
2.404
Intangible assets
-10.233
1.185
-9.049
Inventories
111
-9
102
Trade & Other receivables
109
-12
97
Provisions for liabilities towards employees
1.355
-119
1.237
Other liabilities and provisions
11.144
-1.075
10.068
Total
4.984
-347
4.637
Recognized as:
Net Deferred Tax receivable
4.984
4.637
Amounts in thousands €
1/1/2020
in Results -
other income
31/12/2020
Investment property
-211
13
-198
Tangible fixed assets utilized for own purposes
2.640
57
2.697
Intangible assets
-10.140
-93
-10.233
Inventories
111
111
Trade & Other receivables
48
-4
44
Provisions for liabilities towards employees
1.258
98
1.355
Other liabilities and provisions
11.003
206
11.209
Total
4.708
276
4.984
Recognized as:
Net Deferred Tax receivable
4.708
4.984
The balance of the deferred income tax is shown in the table below:
Amounts in thousands €
31.12.2021
31.12.2020
Balance on 01.01.2020
4.984
4.708
Deferred tax in profit or loss
-521
60
Deferred tax on other income
174
217
Balance on 31.12.2020
4.637
4.984
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
123
8.25 Dividends
Pursuant to Greek legislation, the companies have the potential, every fiscal year, to distribute to their
shareholders 35% of the net profits (after tax) and after the deduction for statutory reserves.
The Annual General Meeting of 23/06/2021 decided to distribute dividends for amount of € 14.314
thousands responding to 1,42 €/share. As per article 64 of Law 4172/2013 implementation, the tax rated
10% upon the dividend, was withheld only for rest shareholders than the wider public sector for amount
€ 152 thousands. Consequently, the net dividend payable amount was assessed to € 14.142 thousands
and was paid in July 2021.
The Annual General Meeting of 30/06/2020 decided to distribute dividends for amount of € 11.794
thousands responding to €1,17 €/per share. As per article 64 of Law 4172/2013 implementation, tax
rated 10% upon the dividend, was withheld only for rest shareholders than the wider public sector and
SEGT for amount €129 thousands. Consequently, the net dividend payable amount was assessed to €
11.665 thousands and was paid in July 2020.
On 28.03.2022 the Board of Directors of the Company proposed the distribution dividends becoming from
2021 profits of € 15.120 thousands which responds to 1,50 €/share. The proposal is subject to approval
by the Annual Regular General Meeting of Shareholders.
8.26 Transactions with related parties
Directors and Managers’ fees
The remuneration and attendance expenses paid to the members of the Board of Directors and the
remuneration paid to the Company Executives are analyzed per fiscal year as follows:
Amounts in thousands €
31/12/2021
31/12/2020
Short term Liabilities
BoD members remuneration
55
70
Salaries to executive staff
2.325
3.368
Total (a)
2.380
3.438
Post-retirement benefits related to:
Post-working allowances
57
87
Total (b)
57
87
Note: Salaries to executive staff (managerial staff) and other executives were subject to employer
contributions of € 250 thousands (31.12.2020: € 216 thousands).
Beyond the aforementioned remunerations-transactions, no other business relation or transaction took
place in the period 1/1/2021–31/12/2021, as well as no other benefit during the current fiscal year
between the company and the people participating in its Management, as well as to their close relatives.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
124
Moreover, on 31/12/2021 remuneration to members of the BoD for the month of December were owed,
amounting to € 2 thousands (31.12.2020: € 2 thousands) (note 8.14). Finally, it is cited that the
cumulative provision for personnel compensation includes an amount of € 57 thousands (31.12.2020: €
87 thousands), that concerns senior managers and other executives of the Group and the Company.
Transactions with affiliated companies
The Group and the Company have entered into two management service agreements with Terminal Link
SA (TL) and CMA INTERNATIONAL MOBILITY SERVICES (CIMS) SA whereby Terminal Link provides
technical and operational expertise, while CIMS provides support services within expert personnel to the
Company. 2021 fees were amounted to € 900 thousands (2020 € 900 thousands) for TL and € 303
thousands for CIMS (2020: € 497 thousands). Transactions to CIMS were concluded in September 2021
as the Company no longer employs personnel, paid through CIMS.
Participations to affiliated companies
On November 2020 ThPA Sofia EAD (ThPA S.A. subsidiary) was founded with initial Share Capital 500,00
BGN (€ 26 thousands). In August 2021, the Company increased its share capital by 1 million BGN (€ 513
thousand). The Company, for the year 2021, consolidates its subsidiary for the first time. The amount of
transactions for the year 2021 was: € 107 thousands. Of the above amount, € 82 thousands relate to the
rental of two Reach Stacker machines and a Forklift from the parent to the subsidiary.
Receivables from the Company above were amounted € 2.168 thousands on December 31st 2021, of
which € 770 thousand relates to loan receivables while the remaining amount € 1,398 thousand relates
to other commercial receivables.
Final controlling entity
The Mother company of the Company is South Europe Gateway Thessaloniki , which directly owns 67%
of the Company and ultimate controlling entity is BELTERRA HOLDINGS LIMITED .
Αll transactions to related parties are carried out on purchase terms.
8.27 Commitments, Contingent receivables – liabilities and Guarantees
8.27.1 Pending cases
Third party claims
On 31.12.2021 there were third party claims pending against the Group and the Company for a total
sum of € 8,3 million (31.12.2020 € 85,5 million). Out of the total of the disputed claims: a) an amount
of € 77,3 million related to the claim of the company "ACTE PARK / CAPITAL CONNECT" for lost profits
due to the cancellation of a tender procedure for the construction of floating parking in the port of
Thessaloniki. The case was adjudicated in October 2018 and in March 2019, issue No.3373/2019 was
issued by the Multimember Court of First Instance of Thessaloniki, which declared the action to be
dismissed in its entirety and essentially unfounded. This decision became final on 25.11.2021. (b) A sum
of €3,1 million regards four actions lodged by employees of Th.PA. S.A. contesting amounts withheld
pursuant to Laws 3833/2010, 3845/2010 and 4024/2011. These lawsuits were annulled and will be
resumed with summons in case the lawsuit of one of the plaintiffs is successful, which is being tried on
a pilot basis and has been rejected at first instance. (c) an amount of € 3,79 million upon request from
Company RINIA XH as compensation for RINIA XH's damages (loss of earnings and non-pecuniary
damages) due to the bad state of the auctioned quantity of 36,155 cartons of cigarettes by various
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
125
manufacturers acquired as a bidder in an auction held on 21.03.2012. The action has been discussed at
23.01.2020 and Court Decision Nr.5233/20 dismissed the action and ordered the Company to pay the
legal cost of ThPA S.A. of €12 thousands. NTP RINIA-XH appealed the decision and (d) € 1 million upon
other claims. This amount concerns a claim from Company`s N.T.P. RINIA, (case c) customs agent, for
compensation about non-pecuniary damage. This case was heard on 22.9.2021 and the Decision is
expected. The Group and the Company at this stage estimate that it will end up in its favor. e) The
remaining amount of € 0.4 million mainly concerns labor disputes for which decisions have been issued
in favor of the company and the plaintiffs have filed appeals.
Group and Company Management, following the opinion of its legal consultant, decided not to form a
relevant provision for the cases above, since it is anticipated that their outcome will be positive for the
Company and no burden is expected for the Group and Company.
Group and Company claims
The Group and Company’s claims before Courts against third parties’ amount to € 614 thousands
(31.12.2020: € 370 thousands). The claims include a) an amount of € 392 thousands from compensations
(€ 31.12.2020: 171 thousands) and b) an amount of € 222 thousands from other pending claims
(31.12.2020: € 199 thousands).
8.27.2 Guarantees
The Group and Company held on 31/12/2021, letters of credit from suppliers – customers amounting to
€ 25,52 million compared to €2,83 million for the corresponding fiscal year of 2020. Out of this amount,
€ 23,65 million is related to suppliers and € 1,87 million to customers for 2021 compared to € 1,54 million
relating to suppliers and € 1,3 million to customers for 2020 respectively.
As defined in the deferral heresies included in the contract signed on 02.02.2018 between the Greek
State and ThPA SA entitled "Concession Agreement Regarding the Use and Exploitation of Certain Spaces
and Assets within the Port of Thessaloniki", the Company has issued two letters of guarantee totaling €
30 million. The amount pledged against these guarantees amounts to € 7 million and is reflected in non-
current assets.
8.27.3 Open tax years
In compliance with audit mandate no. 106/4/1118/3.10.2013 by the Audit Authority for Large Enterprises
the tax audit begun for all open tax years 2005-2010, as well as the re-audit for fiscal year 2011, which
was concluded in July 2016.
Pursuant to the findings of the tax audit, the mother Company was charged with additional taxes and
surcharges amounting to a total of €2,75 million which was paid on 2.11.2016 with reservation, since the
payment of the amounts charged does not entail the admission of the contested actions. Company
Management initially filed an objection against the findings of the tax audit, since for most of the expenses
not recognized by the Tax Authorities there are specific ministerial decision and law, which explicitly cite
their tax recognition for deduction. Following this, ThPA S.A. lodged a judicial appeal before the Dispute
Resolution Directorate of the Audit Authority for Large Enterprises, with regard to which no decision was
notified to ThPA S.A. within the deadline provided for, whereupon it was deemed as an inferred rejection.
Following this, ThPA S.A. lodged an appeal before the Administrative Court of Appeals in Athens asking
for: (a) the partial annulment of the imputed taxes and surcharges and (b) the annulment of the imputed
differences for years 2005-2007 due to their prescription. This appeal was heard on March 20, 2018 and
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
126
in 2019 a decision rejecting the appeal on formal grounds was issues, while ThPA SA proceeded with the
lodgment of a new appeal, which was heard on June 2020 after postponement.
The Company had formed a cumulative provision of € 1.42 million to cover the maximum estimated risk
from the final burden of the tax audit, which was deducted from the respective receivable.
After the issuance and notification of Decision 287/2021 of the Administrative Court of Appeal of Athens
(note 8.29) , which is in favor of ThPA SA and orders the refund of € 2.69 million, with interest, out of the
€ 2.74 million paid by ThPA SA on 2.11.2016, the Company deleted the formed provision, thus having a
significant effect on the results of the previous financial year.
According to the above Decision, an amount of € 12 thousand is also reimbursed for administrative
expenses.
All the above amounts were collected by the Company within 202, as well as € 624 thousand relating to
interest on unduly paid taxes related to the aforementioned Decision 287/2021 and was included in the
results of the current financial year.
For fiscal years 2011-2020, the Company, which is subject to tax audit by Chartered Auditors-Accountants
in compliance with the provisions of article 82 par. 5 of Law 2238/1994 and the provisions of article 65a
of Law 4174/2013, has received a Tax Compliance Certificate, without any ensuing of additional tax
liabilities.
For fiscal year 2021 the Company is subject to tax audit by the Chartered Auditors- Accountants provided
for by the provisions of article 65a of Law 4174/2013. This audit is in progress and the relevant tax
certificate is going to be issued after the publication of the annual financial statements for fiscal year 2021.
If, additional tax liabilities should arise until the completion of the tax audit, we estimate that they will not
have any significant effect to the corporate and consolidated financial statements financial statements.
According to current legislation, tax years subject to re-audit by Tax Audit Authorities, are subject to five-
year limitation period as well. Consequently, tax years up to 2015 are considered definitively terminated.
The Management considers that for the opened tax years 2016-2021 no tax liability is expected to arise
by any future tax audit.
The subsidiary for fiscal year 2021 is unaudited from tax authorities and Management estimates that no
additional tax liability is expected to arise in future tax audit.
As for the subsidiary, 2021 use has been unchecked by tax authorities and management appreciates that
there will be no additional tax liabilities to be accrued.
8.27.4 Capital expense commitments
On the basis of the concession agreement signed on 2 February 2018 between ThPA S.A. and the Greek
State, the obligation to invest in infrastructure and equipment projects amounting to € 180 million is a
result by 2025.
The Group and Company signed contract with Shanghai Zhenhua Heavy Industries LTD regarding new
mechanical equipment for two ship to shore Gantry cranes for a total amount of € 15,7 million. Delivery
and final invoicing is expected to be done until mid-2022.
Within 2021, the upgrade of quaywall 26 commenced and is related to the arrival of the two gantry cranes.
The Group and Company signed a contract with J/V KONSTANTINIDIS SA – KSANTHAKIS SA, amounting
to 2,4 million, expected to expire in the beginning of 2022.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
127
An extensive upgrade of substation 6A with a total value of over € 1 million is also underway, which will
be completed in early 2022.
Moreover, a contract has been signed for the supply of a new Container operating system (CTOS) , worth
€1,5 million. A payment in advance has already been made for these contracts worth €150 thousand
imprinted as tangible fixed assets in section “Immobilizations under execution and advances.”
8.28 Leasing
8.28.1. Group and Company as lessor
The Group has signed various operating lease agreements which concern a concession of spaces until
November 2024. The future minimum rents to be collected in future fiscal years, as such ensue from
existing operating lease contracts are as follows (amounts in thousands €):
GROUP/COMPANY
Contracts up to:
31/12/2021
31/12/2020
1 year
778
621
1 – 5 years
562
883
Over 5 years
-
-
Total
1.340
1.504
8.28.2.
Group and Company as lessee
The Group, under the concession agreement signed with the Greek State, is required to pay an annual
price equal to 3,5% of its consolidated income, with a minimum annual paid amount of € 1,8 million. For
the year ended 31 December 2021 this liability is equal to the amount of € 2,61 million and is shown in
the statement of financial Position as short-term liability amount € 1,8 million in the short-term lease
liability (note 8.27.2.ii) and amount € 972 thousands in other short-term liabilities and accrued expenses
(note 8.14). The long-term lease liability amount is € 43,82 million (€ 43,98 million in December 2020)
is disclosed under long-term liabilities from right of use.
Furthermore, the Group has signed lease agreements for the right of use of cars to serve its operational
needs. The short-term liability of € 101 thousands is presented in the statement of financial Position
under the short-term lease liability line item and the amount of € 99 thousands is presented in the long-
term lease liability.
Since January 2020, the company has signed a long-term lease agreement for land use, to serve its
business needs (cargo storage) with a fixed monthly rent of € 8,5 thousands. The short-term liability
amount € 34 thousands is reflected in the Statement of Financial Position under Short-term liabilities
from the right of use and the amount of € 1,64 million is reflected under the long-term liabilities from
the right of use. Within 2021, the Group signed long-term lease agreements for photocopiers and printing
machines to serve its operational needs. The short-term liability of € 12 thousand is reflected in the
Statement of Financial Position in the Short-term liabilities from the right of use and the amount of €
23.7 thousand is reflected in the long-term liabilities from the right of use.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
128
Right of Use
GROUP
Amounts in thousands €
Greek
State
concession
Vehicles
Land
Use
Photocopiers/Printers
Offices
Total
Lease
Liabilities
Balance 1.1.2021
40.594
211
1.887
0
0
42.692
47.692
Additions
61
0
46
420
527
527
Depreciations (notes. 8.2, 8.4)
-1.342
-56
-69
-9
-240
-1.716
Financial Cost
1.726
Payments
-1.995
Balance 31.12.2021
39.252
216
1.817
37
180
41.503
47.951
COMPANY
Amounts in thousands €
Greek
State
concession
Vehicles
Land
Use
Photocopiers/Printers
Total
Lease
Liabilities
Balance 1.1.2020
41.936
185
0
42.121
46.104
Additions
84
1.950
2.035
2.035
Depreciations (notes. 8.2, 8.4)
-1.342
-59
-63
-1.464
Financial Cost
1.718
Payments
-2.165
Balance 31.12.2020
40.594
211
1.887
42.692
47.692
Balance 1.1.2021
40.594
211
1.887
0
42.692
47.692
Additions
61
0
46
107
107
Depreciations (notes. 8.2, 8.4)
-1.342
-56
-69
-9
-1.476
Financial Cost
1.718
Payments
-1.995
Balance 31.12.2021
39.252
216
1.817
37
41.323
47.523
8.29 Earnings per share
The basic earnings per share are calculated by dividing the profit or loss corresponding to the holders of
common shares of the parent economic entity with the average weighted number of common shares in
circulation during the fiscal year.
Diluted earnings per share are calculated by dividing the net profit attributable to the shareholders (after
the deduction in the income statement of the impact from the conversion of conditional assets convertible
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
129
to shares) with the average weighted number of shares in circulation during the fiscal year (adjusted for
the impact of the conditional assets convertible to shares).
There were no bonds convertible to shares or other conditional titles convertible to shares which could
decrease the profits during the fiscal years to which the corporate and consolidated financial statements
financial statements attached refer, and consequently, no diluted earnings per share have been separately
calculated.
The calculation of the basic and diluted earnings per share for the fiscal years that ended on December 31,
2021 and 2020 is as follows:
GROUP
COMPANY
COMPANY
01.01-31.12.2021
01.01-31.12.2021
01.01-
31.12.2020
(Restated)
Net profits corresponding to the company's
shareholders (amount in thousands)
19.787
21.100
20.092
Average weighted number of common shares
10.080.000
10.080.000
10.080.000
Basic abd diluted earnings per share (€/share)
1,96
2,09
1,99
8.30 Events after the date of the financial statements
In 2022, and during the First Investment Period, in which ThPA. S.A. realize Mandatory Investments in the
context of commitments amounting to 180 million Euro, ThPA S.A. will include the following individual
investments:
Installation of a new 20 MVA power line and specifically:
In February 2022, was signed:
a) A contract to HEDNO for the installation of a new 20 MVA power line at the first pier, worth 1,93
million, which was paid in advance.
b) A contract to the consortium TRUST FACILITY SERVISES-ESA SECURITY SOLUTIONS for the supply
and installation of ISPS limit monitoring system worth 2.38 million €
Global COVID-19 pandemic, despite its continuation, does not cause any significant impact to Group and
Company`s financial activities. The Management still takes all the necessary measures for the protection
of Group and Company's employees` health through constant medical tests and putting in force the
“working from home” system applying for at least the 20% of the total staff.
Regarding the prospects for 2022 and the impact from the pandemic (COVID-19), it is estimated that there
will be limited impact on the Group and Company’s figures. In particular (based on the data available to
date on the impact of the pandemic), for 2022 the figures for consolidated sales, operating profit EBITDA
and pre-tax profitability are estimated to be improved compared to 2021. The exact course will depend on
the impact and duration of the restrictive measures, the course of vaccinations as well as the course and
impact of the pandemic on the economy in general. In the long run (after the lifting of restrictions and the
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
130
normalization of demand), it is estimated that there will continue to be a positive effect on the Group and
Company's profitability on a larger scale.
On February 24
th
, the Company announced that the joint venture “MYTILINEOS SA – ROVER MARITIME SL
– HDK SA” has been awarded the project “Expansion of the Marine Works Infrastructure of Pier 6” with a
budget of 150 million Euro. This project is the most important part of the Mandatory Investments
undertaken by ThPA S.A. under the Concession Agreement with the Greek State and will upgrade the
position of the Port of Thessaloniki in the port industry by providing the ability to directly serve main liner
container vessels (Ultra Large Container Vessels) with a capacity of up to 240 TEU.
The currently on-going war in Ukraine is not expected to have any significant impact on ThPA SA business
in 2022, as the Group and Company have no significant exposure to Ukrainian and Russian markets. In
particular, there are:
– No significant business interruption arising from supply chain disruption, closure/ abandonment of
operations/ manufacturing or commercial facilities, travel restrictions and logistics disruption.
– Seizure/ expropriation of assets by government authorities
– Unavailability of personnel;
– Restrictions on cash balances;
– Impairments of financial and non-financial assets (considering events and new information arising after
the reporting date).
– Significant declines in sales, earnings and/ or operating cash flows; as the Group and Company do not
have any significant operations in the affected conflict areas, nor any other measures affecting its
operations have been imposed. In addition, the Management monitors the impact on the rising commodity
prices and increased raw materials/energy costs, however the effect of these is not considered as significant
at this point for the time being.
Besides the above, there were no other events after the financial statements on December 31, 2021 which
significantly affect the understanding of these corporate and consolidated financial statements financial
statements and must be either disclosed or differentiate the items in the published financial statements.
Thessaloniki Port Authority ANNUAL FINANCIAL REPORT
Société Anonyme for the fiscal year ended on December 31, 2021
(Th. P. A. SA) (amounts in € unless otherwise specified)
131
THESSALONIKI, 28/03/2022
THOSE RESPONSIBLE FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
THE BoD EXECUTIVE
CHAIRMAN OF ThPA S.A.
THE MD-CEO
OF ThPA S.A.
THE CHIEF FINANCIAL
OFFICER OF ThPA S.A.
THE HEAD OF THE
ACCOUNTING
DEPARTMENT
ATHANASIOS LIAGKOS
FRANCO NICOLA
CUPOLO
HEHENRIK M. JEPSEN
PANAGIOTIS NYDRIOTIS
ID Card No ΑΚ 148312
Passport
No.YB5642474
Passport
No.210905596
ID Card No. ΑI 147478
LICENSE NO 0100227
A CLASS