Annual Financial Report as of 31.12.2023
Page 3 of 292
Amounts in thousand Euro, unless stated otherwise
Comprises of
14 companies
worldwide engaged in
active operations
Employs
2,091 employees
including joint ventures
Operates in
9 countries
with production, marketing, and
distribution companies
Operates
10.8 MW
photovoltaic
net metering systems
Utilizes
12,976 MT
of recycled material from
production residues and external
sources
Engages in
3 business units
Technical Fabrics
Packaging Solutions
Hydroponic agriculture
Covers
25 market
segments
with products and solutions
Develops a sales
network in
80 countries
Group’s net sales
amount to
€345 mil.
Processes over
110,000 MT
of raw materials from
polypropylene and polyethylene
Reuses
100%
of internally generated
production waste
Implements
28 technologies
in production processes
Supports circular economy
principles with
120 product groups
Committed in 2018 to replace
8,500 MT
of virgin raw material with
recycled by 2025
Produces
100%
recyclable products
100%
Page 4 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Vision
[ATHEX ESG: A-G1]
Το be the most valuable partner for our customers and suppliers
and to consistently increase shareholders’ value while ensuring a
prosperous future for all individuals working in Thrace Group.
Mission
• Adhering closely to our Group core
values: integrity, focus on results, in-
novation, flexibility, responsiveness,
cooperation, leadership.
• Investing in our people, by encourag-
ing lifelong learning, individuality, per-
sonal initiatives and self-achievement.
• Creating new business standards
through innovation and smart think-
ing, aiding our customers’ leadership
in their markets.
• Providing not just products but com-
plete & innovative solutions, tai-
lor-made upon our customers’ specific
requirements and needs.
• Acting local – being global, serving
thousands of companies worldwide
through strategic geographic disper-
sion.
• Pursuing profitability through organic
growth and strategic acquisitions.
• Achieving competitive prices through
economies of scale, vertical integra-
tion and internal synergies.
• Combining diverse high-end technol-
ogies with a long know-how and an
extensive experience in the markets
we operate.
• Respecting our global environment
and the societies where we work and
live.
• Adapting to the ever-changing market
environment and promptly adjusting
our practices to successfully meet the
global trends that will shape the future
of business, economy and society.
Annual Financial Report as of 31.12.2023
Page 5 of 292
Amounts in thousand Euro, unless stated otherwise
History
1977
In 1977, Stavros Halioris founded
the company Thrace Plastics SA
in Xanthi
1980
In 1995, the company was listed
on the Athens Stock Exchange
1997 - 2014
From 1997 to 2014, companies
that now constitute the Thrace
Group were established or ac-
quired, with active commercial
and/or production activities in
the technical fabrics and packag-
ing sectors: Thrace Nonwovens &
Geosynthetics SA, Thrace Poly-
films SA, Thrace Eurobent SA (as
a joint venture), Thrace Pack SA,
Don & Low Ltd (Scotland), Thra-
ce Synthetic Packaging Ltd (Ire-
land), Thrace Ipoma SA (Bulgaria),
Thrace Greiner Packaging SRL (as
a joint venture, Romania), Thra-
ce Polybulk AB (Sweden), Thrace
Polybulk AS (Norway), Thrace
Plastics Packaging DOO (Serbia),
Lumite Inc (as a joint venture,
USA)
2013
In 2013, in collaboration with
Elastron SA, Thrace Greenhouses
were founded, utilizing the geo-
thermal fields of Xanthi
2017
From 2017, following internal re-
structuring, the company Thrace
Plastics SA continued to operate
as Thrace Plastics Holding SA
2021
From 2021, commencement of an
investment plan in photovoltaic
systems
2022
From 2022, a central recycling
line has been in operation
Flexibility Responsiveness
Integrity Innovation
Collaboration Leadership Eectiveness
Values
Page 6 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
[GRI: 2-1, 2-2, ATHEX ESG: A-G1]
The Group consists of 14 companies engaged in commercial and/or manufacturing ac-
tivities.
Companies Headquarters
Thrace Plastics Company SA Xanthi, Greece
Thrace Nonwovens & Geosynthetics SA Xanthi, Greece
Thrace Polyfilms SA Xanthi, Greece
Thrace Eurobent SA Xanthi, Greece
Thrace Pack SA Ioannina/Xanthi, Greece
Thrace Greenhouses SA Xanthi, Greece
Don & Low Ltd Forfar, Scotland
Thrace Synthetic Packaging Ltd Clara, Ireland
Thrace Ipoma SA Sofia, Bulgaria
Thrace Greiner Packaging SRL Sibiu, Romania
Lumite Inc Georgia, USA
Thrace Polybulk AB Köping, Sweden
Thrace Polybulk AS Brevik, Norway
Thrace Plastics Packaging DOO Nova Pazova, Serbia
Domestic and international presence
Thrace Eurobent SA, Thrace Greenhous-
es SA, Thrace Greiner Packaging SRL, and
Lumite Inc are joint ventures of the Group;
however, the overall data concerning
non-financial performance indicators are
included, as they apply common princi-
ples of sustainable development with the
Group.
Page 8 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
• Production and trade of synthetic fab-
rics for industrial and technical uses.
• Broad and diversified product portfo-
lio.
• Europe-based production with a glob-
al footprint.
• Extensive sales network, mainly in Eu-
rope and America.
GREECE SCOTLAND
Business sectors of activity
TECHNICAL FABRICS SECTOR
[GRI: 2-6, ATHEX ESG: A-G1]
CONSTRUCTION
ROAD
CONSTRUCTION
LANDSCAPE &
GARDENING
MEDICAL &
HYGIENE
AUTOMOTIVE
DRAINAGE &
EROSION CONTROL
Applications
Annual Financial Report as of 31.12.2023
Page 9 of 292
Amounts in thousand Euro, unless stated otherwise
NORWAY & SWEDENIRELAND USA
Geotextiles
(woven, nonwoven)
Geogrids
Geocomposites
Fabrics
Membranes
Film
Nets
Strapes
Ropes
Yarns
Fibres
FURNITURE &
BEDDING
SPORT & LEISURE
AGRI- / HORTI- &
AQUACULTURE
ADVANCED USE
FILTRATION
FLOOR
COVERING
INDUSTRIAL USE
Product Families
Page 10 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
• Production and trade of food and in-
dustrial product packaging.
• Pioneer in the Northern European
market.
• Europe-based production.
• Extensive sales network with continu-
ous volume growth on an annual ba-
sis.
Business sectors of activity
PACKAGING SECTOR
[GRI: 2-6, ATHEX ESG: A-G1]
INDUSTRIAL USE
(RAW MATERIALS,
CHEMICALS)
TRANSPORTATION
AGRICULTURAL USE
(FERTILIZERS)
CONSTRUCTION
PAINT INDUSTRY
FOOD
Applications
HOUSEHOLD
PRODUCTS
HORECA
HOTEL, RESTAURANT &
CATERING INDUSTRY
BULGARIA
GREECE & SERBIA GREECE
IRELAND
ROMANIA
FIBC / filling
solutions
Bags / FFS film
Packaging / pallet
covering film
Container liners /
cargo protection
Packaging fabrics
Buckets / pails /
containers
Thermoforming
cups
Crates
Bag in box
Garbage
bags
Twines
Product Families
MARKET
Annual Financial Report as of 31.12.2023
Page 11 of 292
Amounts in thousand Euro, unless stated otherwise
• The largest hydroponic greenhouses
in Northern Europe.
• The only greenhouses in the world
heated exclusively by geothermal en-
ergy.
• Greek vegetables with almost zero
CO2 footprint.
• Cultivation based on the highest stan-
dards.
Business sectors of activity
AGRICULTURAL SECTOR
[GRI: 2-6, ATHEX ESG: A-G1]
HYDROPONIC
CULTIVATION
GEOTHERMAL ENERGY
CULTIVATION
CARE
POST-HARVEST
CARE
PACKAGING
DISTRIBUTION
Applications
PRODUCT
ON THE SHELF
Cluster
Tomato
Mini
Cucumber
Eggplant
Mini Tomato
500gr
Beef
Tomato
Cucumber
Mini Cucumber
600gr
Mini Cucumber
750gr
Product Families
MARKET
Page 14 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Information regarding the preparation
of the Annual Financial Report
for the period from January 1
st
to December 31
st
2023
The present Report was approved unanimously by the Board of Directors of “THRACE
PLASTICS CO SA”. The present Financial Report, which refers to the period from 1.1.2023
to 31.12.2023, was prepared in accordance with the provisions of article 4 of L.3556/2007
(Gov. Gaz. 91Α’/30-04-2017), of Law 4548/2018 and the relevant decisions issued by the
Board of Directors of the Hellenic Capital Market Commission under Reg. No. 8/754/14-
4-2016 and 1/434/03-07-2007 as well as with the protocol no. 62784/06-06-2017 Circu-
lar of the Division of Enterprises and GEMI of the Ministry of Finance, Development and
Tourism. The present Report was approved unanimously by the Board of Directors of
“THRACE PLASTICS CO S.A.” (“Company”) on April 22
nd
, 2024, has been posted on the
Company’s website
www.thracegroup.gr where such will remain available to investors for
a period of at least (10) ten years from the publication date and includes:
CONTENTS
Ι. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS 15
ΙΙ. REPORT BY THE BOARD OF DIRECTORS 16
ΙΙΙ. AUDIT REPORT BY INDEPENDENT CERTIFIED AUDITOR 180
IV. ANNUAL FINANCIAL STATEMENTS FOR THE PERIOD 1.1.2023 31.12.2023 188
V. ONLINE AVAILABILITY ON THE INTERNET 291
Annual Financial Report as of 31.12.2023
Page 15 of 292
Amounts in thousand Euro, unless stated otherwise
THE UNDERSIGNED:
I. STATEMENTS BY REPRESENTATIVES OF THE BOARD
OF DIRECTORS
(according to article 4 par. 2 of L 3556/2007)
The Chairman of
the Board of Directors
The Chief Executive Officer
& Executive Member of
the Board of Directors
The Non-Executive
Member of the Board of
Directors
Konstantinos St. Chalioris Dimitris P. Malamos Vasileios S. Zairopoulos
We, the representatives of the Board of Directors, hereby state and confirm that to our
knowledge:
(a) The Annual Financial Statements (Stand-alone and Consolidated) of the Company,
which concern the period from January 1st 2023 to December 31st 2023, were pre-
pared in accordance with the accounting standards in effect, accurately present
the Assets and Liabilities, Equity and Financial Results of the Company, as well as
those of the consolidated companies and considered aggregately as a whole, and
(b) The Annual Report by the Company’s Board of Directors accurately presents the
significant events of the year 2023 and their effect on the annual financial state-
ments, the material transactions between the Company and its related parties, the
developments, performance and position of the Company, as well as of the consol-
idated companies and considered aggregately as a whole, including the descrip-
tion of the basic risks and uncertainties they are facing.
Xanthi, 22 April 2024
Page 16 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
II. ANNUAL REPORT BY THE BOARD OF
DIRECTORS OF THRACE PLASTICS CO S.A.
ON THE FINANCIAL STATEMENTS OF THE
YEAR FROM 01.01.2023 TO 31.12.2023
INTRODUCTION
The present Annual Report by the Board
of Directors (hereinafter called as “Re-
port”) refers to the fiscal year 2023
(01.01.2023 – 31.12.2023). The Report was
prepared in accordance with the relevant
provisions of Law 4548/2018 (GOV. GAZ.
104Α΄/13.06.2018) as currently in force and
of Law 3556/2007 as in effect following its
amendment from Law 4374/2016 and the
relevant executive decisions issued by the
Board of Directors of the Hellenic Capital
Market Commission, and especially the
decisions with number 1/434/3.7.2007 and
8/754/14.4.2016, as the latter is valid after
its amendment by the decision with num-
ber 12A / 889 / 31.08.2020 of the Board of
Directors of Hellenic Capital Market Com-
mission.
The Report includes the total required by
law information (financial and non-finan-
cial information) with a concise as well as
comprehensive, objective and adequate
manner and with the principle of provid-
ing the complete and substantial informa-
tion with regards to the issues included in
such.
Given the fact that the Company pre-
pares consolidated and non-consolidat-
ed (stand-alone) financial statements, the
present Report constitutes a single report
referring mainly to the consolidated finan-
cial data of the Company and its subsidiar-
ies or affiliates. Any reference to non-con-
solidated financial data takes place in
certain areas which have been deemed
as necessary by the Board of Directors of
the Company for the better understanding
of the contents of the report and towards
providing investors with the most com-
plete information.
It is noted that the present Report includes,
along with the 2023 financial statements,
the required by law data and statements
in the Annual Financial Report, which con-
cern the financial year ended on 31 De-
cember 2023.
The sections of the present Report and the
contents of such are in particularly as fol-
lows:
Annual Financial Report as of 31.12.2023
Page 17 of 292
Amounts in thousand Euro, unless stated otherwise
SECTION 1: Significant events that took place during the financial year 2023
Below, the most significant events that took place during the fiscal year 2023 are present-
ed:
Macroeconomic Environment, Performance and Prospects of the
Group, Climate Issues and Expected Credit Losses
2023 was another year affected by a se-
ries of unfavorable macroeconomic and
geopolitical factors. On the one hand,
hostilities in the Middle East created and
keep creating, further uncertainty in the
European as well as the global economy,
combined with the ongoing war conflict
between Russia and Ukraine. On the other
hand, the weak performance of Europe’s
major economies created conditions of
stagnation and uncertainty in the market.
At the same time, the inflationary pres-
sures continued to exist, however at clear-
ly lower levels, while interest rates have
remained at higher levels.
In contrast to the above backdrop, the
energy costs moved to lower levels com-
pared to the levels of 2022, while costs of
raw and auxiliary materials moved also to
lower levels in comparison with the previ-
ous year.
With regard to the Group’s areas of activ-
ity, 2023 was a year of low demand in the
Technical Fabrics sector mainly affected
by the weak demand in the construction
and agricultural sector, while a stronger
demand was seen in the Packaging sector.
I. Group’s performance during the
fourth quarter of 2023
In particular, during the fourth quarter of
2023, the following were observed:
• Reduced demand for products in the
construction sector.
• Steady demand for products related
to the infrastructure sector and to the
large-scale construction projects.
• Reduced demand for the products of
the agricultural sector.
• Increased demand for products relat-
ed to the packaging sector (food and
paints).
• Almost zero demand for products re-
lated to COVID-19.
• Stabilization of the cost of raw mate-
rials at lower levels, compared to the
previous year.
• Further pressures for decreases on
sales prices, in all product categories
as a result of reduced raw material
prices and due to lower demand.
• Steady energy costs during the cur-
rent year, reduced however compared
to 2022.
• Steady transport costs with satisfacto-
ry availability of transportation means.
• Limited reduction in the cost of raw
materials and packaging materials.
• Constantly increased interest rates.
From a financial perspective, Turnover
amounted to €345.4 million in 2023, set-
tling lower due to the significant drop in
average sale prices, versus the previous
year’s sales of €394.4 million. It is noted
that in the first months of 2022, the prices
of raw materials had fluctuated at histori-
Page 18 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
cally high levels and therefore sale prices
also moved upward during the same year.
The volumes sold in 2023 stayed almost
the same with the ones in 2022 despite the
lower demand in key sectors of the econ-
omy (construction, agricultural sector) pri-
marily in the European Union, United King-
dom and USA.
For the year 2023, Earnings before Inter-
est, Taxes, Depreciation and Amortization
(EBITDA) amounted to €44.0 million. In the
year 2022, Earnings before Interest, Taxes,
Depreciation and Amortization (EBITDA)
had reached €48.2 million, however fol-
lowing the deduction of the one-off prof-
its from the COVID-19 products of approx-
imately €5.3 million, in comparable terms,
the Earnings before Interest, Taxes, Depre-
ciation and Amortization (EBITDA) of year
2022 had settled at €42.9 million. As a re-
sult, on comparable basis, the operating
profitability (EBITDA) posted an increase
of 2.4% in 2023 versus 2022.
In view of the difficult conditions prevail-
ing in the markets and economies in gen-
eral, particularly the ones of the Central
Europe and the United Kingdom, the im-
provement of Group’s profitability perfor-
mance in 2023 versus 2022 clearly demon-
strates the ability of the Group to achieve
stable and recurring profitability. At the
same time, the retention of volumes sold
is also a strong indication of the Group’s
potential to further enhance its financial
performance in the future.
Regarding the liquidity levels of the Group
and the trading cycle of subsidiaries, there
was no negative effect due to the difficult
conditions observed during the year un-
der consideration. The Group’s Net Debt
amounted to €29.6 million, however it
should be noted that the calculation of
Net Debt does not include time deposits
of €13.3 million. Therefore in the event
that this amount had been included, the
Group’s net debt would have amounted
to €16.3 million. The low level of Net Debt
demonstrates the Group’s strong finan-
cial position as well as the quality of its
customer portfolio, its ability to make in-
vestments while keeping its Net Debt rel-
atively low, and also its ability to distribute
significantly higher dividends compared
to pre-pandemic levels.
At the same time, the implementation of
the Group’s investment plan, amounting
to €30 million on a cash basis, was imple-
mented smoothly via investments made
mainly in the Group’s production facilities
in Greece and abroad with regard to both
business segments.
II. Prospects of the Group
In the first months of year 2024, both mar-
kets and economies have been character-
ized by trends and conditions which are
relatively comparable to the ones of the
year 2023. Inflation remains relatively sta-
ble, whereas prices of raw and auxiliary
materials have followed an upward trend
which is expected to continue at least for
the first half of 2024. Finally, the recent
shipping crisis in Red Sea is causing diffi-
culties in maritime trade but also creates
upward pressures in transport costs, while
the new tension in the Middle East makes
the geopolitical conditions even more dif-
ficult and increases the uncertainty about
the economies.
For the first quarter of 2024, the Manage-
ment estimates that Group’s operating
profitability (EBITDA), in absolute terms,
will edge 5%-10% higher than in the first
quarter of the previous year. This is due to
specific actions taken on the Group level
and specifically by the sales teams as well
as the subsidiaries’ management teams,
Annual Financial Report as of 31.12.2023
Page 19 of 292
Amounts in thousand Euro, unless stated otherwise
but is also due to profits generated from
new product categories and partnerships.
Furthermore, there is stable demand in the
sectors of infrastructure and packaging, an
increase in demand in the agricultural sec-
tor, whereas there is still weak demand in
the construction sector.
With regard to the Group’s annual profit-
ability, the Management estimates that,
despite the high uncertainty about the
course of the global economy and of Eu-
rope in particular, the Group’s EBITDA
profitability for the year 2024 is expected
to fluctuate at higher levels than the ones
of 2023. However, even if the Company
does not revise its initial annual target, the
recent crisis in the Middle East creates new
conditions of uncertainty, the effects of
which are impossible to determine at the
given time, therefore any estimate of an-
nual profitability is highly uncertain, while
the Management of the Group monitors
the market developments so to be able to
implement the necessary actions, in order
not to deviate from its plan.
III. Climate issues
The Group recognizes the risks and im-
pacts that may arise in its business activi-
ty due to the climate crisis and the energy
transition, which may affect its production
process and activities, while at the same
time has identified great opportunities
that are emerging through the adoption of
the principles of circular economy, the use
of recycled raw material and the invest-
ment in renewable energy sources.
In order to mitigate the risks arising from
climate change, but also to take advantage
of the opportunities that arise in order to
achieve positive financial results for itself
and the environment in which it operates,
the Group is constantly adjusting its busi-
ness model, in order to constantly reduce
its environmental footprint. It achieves
this through (a) recording direct and in-
direct greenhouse gas emissions along
with the constant improvement of the
respective indicators, (b) reducing energy
consumption in production processes, (c)
self-production and use of energy from
renewable sources (solar, geothermal and
hydroelectric), (d) reducing the use of nat-
ural resources through the use of recycled
raw material and (e) proper waste manage-
ment.
In addition, the Group focuses on the de-
velopment of innovative and sustainable
products and services, applying the princi-
ples of the circular economy. With the aim
of further strengthening the achievement
of this goal, the Group has created the
circular economy platform IN THE LOOP,
which networks companies, brands, public
entities and consumers, facilitates the con-
tinuous reduction of environmental foot-
print throughout the value chain, and also
designs specialized closed / controlled cycle
systems of upgraded recycling purposes.
Therefore, the Company has established
and communicated relevant principles
and policies, while it has formulated a stra-
tegic plan for sustainable development
with specific actions, which are being im-
plemented with measurable positive re-
sults thus ensuring the Group’s business
continuity. At the same time, through a
specialized team, appropriate actions are
already being taken in order to implement
the requirements of the new CSRD (Cor-
porate Sustainability Reporting Directive).
The Group’s excellent performance is also
reflected in the respective evaluations
performed from recognized internation-
al organizations. The Group has ranked
in the highest “Platinum” scale in “Forbes
Page 20 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
ESG Transparency Index”, which reflects
the level of transparency and has been
also awarded the “B” rating from the in-
ternational organization CDP (Carbon
Disclosure Project), exceeding the global
average for the manner by which it man-
ages the impact of its activities on climate
change.
Further details are set out in the Non-Fi-
nancial Information Report (Section 12) of
the Annual Financial Report.
IV. Expected Credit Losses
There are no expected credit losses as a
result of the current conditions and cir-
cumstances. In any case, according to the
established policy, a big part of the com-
panies’ sales insured, while additional
measures have been taken to ensure the
Group carries out transactions with reli-
able customers (credit risk assessment,
credit scoring, advances, etc.). More infor-
mation on credit risk can be found in note
3.31 of financial statements.
Direct Impact from Geopolitical Conditions
The new middle east crisis has creat-
ed geopolitical instability anew and a
broader uncertainty about the potential
macro-economic consequences that will
likely emerge, especially in the event of a
long-lasting conflict. It is noted that the
Group does not directly carry out any sig-
nificant business activities in the involved
parties, i.e. in the areas directly affected
by the conflict. At the same time, the re-
cent conflicts of Israil and Iran create ad-
ditional instability and uncertainty in the
wider region and globally. More specifi-
cally, the overall exposure to the markets
of Israel, Iran and Palestine is limited, as
based on the volume data of 2023, sales in
above countries amounted to 0.26% of the
Group’s total turnover.
The war outbreak after the Russian mili-
tary invasion of Ukraine continues and cre-
ates geopolitical instability with adverse
macroeconomic consequences which the
company faces on a day-to-day basis and
are mainly related to increase in a series
of raw materials and products. The above
conditions create an environment of great
uncertainty affecting the level of demand
especially in Europe. The Group does not
have significant direct business activities
in Ukraine and in Russia, i.e. in the areas
directly affected by the war. Furthermore,
the overall exposure to Ukraine and Russia
is minimal. Based on the financial results
of 2023, sales in these two countries stood
at 0.55% of the Group’s total turnover (for
2022, corresponding sales had stood at
0.2% of total Group sales).
Therefore, given the non-existence of any
significant business activity in the specific
region when it comes to customer sales,
the Group does not expect to have any
immediate and significant impact on its
financial performance. However, the nega-
tive and long-lasting evolution of the con-
flict along with the wider and unfavorable
macro-economic repercussions might
potentially have a negative effect on the
activities of all businesses and companies
activating in Europe and therefore on
the business activities of the Group. The
Group’s Management closely monitors the
relevant developments and if needed will
undertake a series of actions to weather
any negative consequences, should they
arise.
Annual Financial Report as of 31.12.2023
Page 21 of 292
Amounts in thousand Euro, unless stated otherwise
Interim Dividend fiscal year 2022
The interim dividend for fiscal year 2022
was paid in fiscal year 2023. With more de-
tails, the Board of Directors of the Compa-
ny, during its meeting of November 22
nd
,
2022 approved the distribution (payment)
of interim dividend for fiscal year 2022 to
the shareholders of the Company, of a to-
tal amount of 3,000,000.00 Euros (gross
amount), corresponding to 0.0685848289
Euros per share (gross amount), which with
the increase corresponding to the 751,396
treasury shares, which were held by the
Company and in accordance with the law
are excluded from the interim dividend
distribution, amounted to 0.0697835797
Euros per share.
The above amount of the interim dividend
is subject to 5% withholding tax, in accor-
dance with articles 40 par. 1 and 64 par. 1
of Law 4172/2013 (Government Gazette A΄
167/23.07.2013), as in force after its amend-
ment by Law 4646/2019 (Government Ga-
zette A΄ 201/12.12.2019).
Therefore, the final payable amount of the
interim dividend for the fiscal year 2022
was 0.0662944007 Euro per share.
The cut-off (ex-dividend) date of the in-
terim dividend, as it had been already an-
nounced, was Monday, January 30, 2023.
Beneficiaries of the interim dividend for
fiscal year 2022 were the shareholders reg-
istered in the Company’s records in the De-
materialized Securities System on Tuesday,
January 31, 2023 (Record Date).
The payment (distribution) of the interim
dividend commenced on Friday, February
3, 2023, and was paid through the paying
Bank “PIRAEUS BANK S.A.”, according to
the procedure that had been described
in the relevant Company’s announcement
dated December 8
th
, 2022.
Announcement of Regulated Information in accordance with Law
3556/2007
The Company following the relevant no-
tification, Company received from below
shareholders from March 10th, 2023, an-
nounced the following amendments / de-
velopments on March 9, 2023:
1. Mr. Konstantinos Chalioris, sharehold-
er and Chairman of the Board of Direc-
tors of the Company, transferred from
his individual Investment Account, to
two “Joint Investor Shares” (KEM), the
first one jointly created with his son Al-
exandros Chalioris and the second one
jointly created with his son Stavros
Chalioris (himself being the first bene-
ficiary in both “Joint Investor Shares”),
a total of 18,000,983 common regis-
tered shares with voting rights, i.e. a
percentage of 41.153% of a total of
43,741,452 common registered shares
with voting rights of the Company.
However, following the above, there
was absolutely no change in the num-
ber and percentage of shares and
voting rights controlled by Mr. Kon-
stantinos Chalioris, who holds a to-
tal of 18,936,558 common registered
shares with voting rights of the Com-
pany (and the same number of voting
rights) a percentage of 43.292%. More
specifically, he holds 18,000,983 com-
mon registered shares through the
aforementioned “Joint Investor Share”
and 935,575 common registered
shares with voting rights (percentage
2.139%) through his Personal Invest-
ment Account.
Page 22 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
2. Mr. Stavros Chalioris, son of Konstan-
tinos, due to his participation in the
aforementioned “Joint Investor Share”
(which he holds jointly with Konstan-
tinos Chalioris) holds 9,000,491 com-
mon registered shares of the Com-
pany (percentage 20.577%), while he
already holds 212,071 common regis-
tered shares with voting rights (per-
centage 0.484%) in his Personal Invest-
ment Account and,
3. Mr. Alexandros Chalioris, son of Kon-
stantinos, due to his participation
in the aforementioned “Joint Inves-
tor Share” (which he holds jointly
with Konstantinos Chalioris) holds
9,000,492 common registered shares
of the Company (percentage 20.577%),
while he already holds 212,071 com-
mon registered shares with voting
rights (percentage of 0.484%) in his
Personal Investment Account.
Replacement of a resigning member of the Audit Committee –
Formation of the Audit Committee into a Body
The Company announced that as a result of
the resignation of the member of the Com-
pany’s Audit Committee, Mr. Konstantinos
Gianniris (third person - Non-Member of
the Board of Directors), which is effective
from 28.4.2023, the Board of Directors of
the Company, by its Decision on 2.5.2023,
appointed Mrs. Sofia Manesi (third person
- Non-Member of the Board of Directors)
as a temporary replacement of the above
resigned member in the Audit Committee
of the Company until 24 May 2023, when
the Annual General Meeting of the Com-
pany’s shareholders was convened.
The Board of Directors, following a rele-
vant recommendation of the Remunera-
tion and Nominations Committee, found
in the person of Mrs. Sofia Manesi suffi-
cient knowledge of the Company’s subject
matter, a guarantee of ethics and reputa-
tion, reliability and solvency, and that she
has sufficient time to perform her duties as
a member of the Audit Committee as well
as experience and knowledge in auditing
and accounting matters. The Board of Di-
rectors appointed Mrs. Sofia Manesi to re-
place the resigned member after having
considered the Audit Committee’s Rules
of Procedure and after finding that she ful-
fils the requirements of independence of
Article 9 of Law 4706/2020 and therefore
has no dependency relationship with the
Company or with persons connected to it,
nor is she in any potential or actual situa-
tion that leads to a conflict of interest with
the Company.
The Audit Committee decided on 2 May
2023 to elect Mr. Georgios Samothrakis,
Independent Non-Executive Member of
the Board of Directors of the Company, as
Chairman of the Audit Committee, in ac-
cordance with the provisions of article 44
par. 1 case e) of Law 4449/2017, as in force.
Following the above, the Audit Committee
of the Company is constituted as follows:
• Georgios Samothrakis, Independent
Non-Executive Member of the Board
of Directors of the Company, as Chair-
man of the Audit Committee
• Konstantinos Kotsilinis, Non-Member
of the Board of Directors, - third per-
son, member of the Audit Committee
• Sofia Manesi, Non-Member of the
Board of Directors, - third person,
member of the Audit Committee, tem-
porary Member of the Audit Commit-
tee until the Annual General Meeting
of the Company’s shareholders to
be held on 24.5.2023, in accordance
Annual Financial Report as of 31.12.2023
Page 23 of 292
Amounts in thousand Euro, unless stated otherwise
Annual Ordinary General Meeting of the Company’s Shareholders
The Annual Ordinary General Meeting of
the Company’s shareholders, which took
place on May 24, 2023 remotely in real
time via videoconference, approved the
following among others:
Α) the shareholders approved unani-
mously the allocation (distribution) of
the earnings for the fiscal year 2022
(01.01.2022-31.12.2022), and specifical-
ly they approved the distribution (pay-
ment) of total dividend amounting to
11.300.000,00 Euro (gross amount) to
the shareholders of the Company from
the profits of the fiscal year ended De-
cember 31, 2022, but also from profits
of previous years.
Given that the Company, pursuant to
the relevant decision of its Board of Di-
rectors dated 22.11.2022, has already
made the allocation (distribution) to
the shareholders of an interim divi-
dend for the fiscal year 2022 of a total
amount of 3,000,000.00 Euros (gross
amount), i.e. 0.0697835797 Euros per
share (gross amount increased by the
amount corresponding to the treasury
shares that the Company held at the
cut-off date of interim dividend), the
Annual Ordinary General Meeting of
shareholders approved unanimous-
ly the distribution of the remaining
amount of the dividend, and in par-
ticular of the amount of 8,300,000.00
Euros (gross amount), i.e. 0.1897513599
Euros per share (gross amount), which
amount will be increased by the
amount corresponding to the treasury
shares that the Company will hold at
the dividend cut-off date and which
(treasury shares) are excluded from
the distribution, according to the pro-
visions of article 50 of Law 4548/2018,
as in force.
The above final (gross) amount of the
dividend is subject to 5% tax withhold-
ing, in accordance with articles 40 par.
1 and 64 par. 1 of Law 4172/2013 (Gov-
ernment Gazette A΄ 167/23.07.2013), as
in force.
B) the shareholders voted by majority
positively the Remuneration Report
of the fiscal year 2022, which was
prepared in accordance with the pro-
visions of article 112 of L. 4548/2018,
containing a comprehensive overview
of the total remuneration of the mem-
bers of the Board of Directors (execu-
tive and non-executive), and explain-
ing how the Remuneration Policy of
the Company was implemented for
the immediately preceding fiscal year.
C) the shareholders approved by majori-
ty the amendment of the article 15 of
the Company’s Articles of Association
referring to the compensation (remu-
neration) of the members of the Board
of Directors.
D) the shareholders approved by major-
ity the final decision on the appoint-
ment of a new member of the Compa-
ny’s Audit Committee, in accordance
with the provisions of article 44, par. 1
of Law 4449/2017, as applicable, Mrs.
with article 44 par. 1 case f) of Law
4449/2017.
Finally, it was noted that all members of
the Audit Committee meet the require-
ments and independence criteria under
the current regulatory framework (article
44 par. 1 of Law 4449/2017 as in force and
article 9 par. 1 and 2 of Law 4706/2020).
Page 24 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
The Company announced, pursuant to
the article 4.1.3.4 of the Athens Exchange
Rulebook, that the Annual Ordinary Gen-
eral Meeting of Shareholders, that took
place on May 24
th
2023, approved unani-
mously the distribution (payment) of divi-
dend to Company’s Shareholders, from the
profits of the fiscal year 2022 (01.01.2022-
31.12.2022) and from prior years’ profits,
and in particular, approved the payment of
the total amount of 11.300.000 Euro (gross
amount), i.e. 0.2583361887 Euros per share
(gross amount).
It is noted that the Company had already
made the allocation (distribution) to the
shareholders of an interim dividend for
the fiscal year 2022, on February 3th,
2023, of a total amount of 3,000,000 Eu-
ros (gross amount), i.e. 0.0685848289 Eu-
ros per share (gross amount), which with
the corresponding increase of the 751,396
treasury shares, which were held by the
Company and were excluded by law from
the interim dividend distribution, amount-
ed to 0.0697835797 Euros per share (gross
amount).
After that, the remaining amount of the div-
idend was 8,300,000 Euros (gross amount),
from the profits of the fiscal year 2022
(01.01.2022-31.12.2022), i.e. 0.1897513599
Euros per share (gross amount), which af-
ter the increase corresponding to 751,396
treasury (own) shares, which were held
by the Company and were excluded
from the dividend payment, amounted
to 0.1930679039 Euro per share (gross
amount).
The above amount of the dividend was
subject to 5% tax withholding, in accor-
dance with articles 40 par. 1 and 64 par. 1
of Law 4172/2013 (Government Gazette A΄
167/23.07.2013), as in force after its amend-
ment of par. 24 of Law 4646/2019 (Govern-
ment Gazette A΄ 201/12.12.2019).
Therefore, the final payable amount of
dividend settled at 0.1834145087 Euro per
share (net amount). The cut-off (ex-div-
idend) date of the dividend was set for
Wednesday, 31
st
May 2023.
Beneficiaries of the remaining dividend for
fiscal year 2022 were shareholders regis-
tered in the Company’s records in the De-
materialized Securities System on Thurs-
day, 1
st
June 2023 (Record Date).
The distribution (payment) of the above
remaining dividend commenced on
Wednesday, 7
th
June 2023 and was paid
through the paying Bank “PIRAEUS BANK
S.A.”
Announcement of ex- dividend date / Payment of remaining dividend
for the Year 2022
Sofia Manesi, who is also a third per-
son and non-member of the Board
of Directors, in replacement of a re-
signed member-third person who is
not a member of the Board of Direc-
tors Mr. Konstantinos Gianniris. The
new member fulfil all the conditions of
independence of Law 4706/2020, as in
force and the conditions of article 44
of Law 4449/2017, as in force.
The decisions of the General Meeting of
Shareholders are posted on the Compa-
ny’s website at the link https://www.thrace-
group.com/gr/en/general-meetings/
Annual Financial Report as of 31.12.2023
Page 25 of 292
Amounts in thousand Euro, unless stated otherwise
Re-constitution of the Audit Committee into Body - Appointment of
New Member
The Company notified the investor com-
munity, in accordance with the provisions
of article 17 paragraph 1 of Regulation
(EU) under no. 596/2014 of the European
Parliament and of the Council of April 16,
2014, that the Annual Ordinary General
Meeting of the Company’s Shareholders
of May 24, 2023 approved by majority in
accordance with the provisions of article
44 of Law 4449/2017, as applicable after
the amendment by the article 74 of Law
4706/2020, the election-appointment of a
new member of the Audit Committee (a
third person, not a member of the Board of
Directors) namely Ms. Sofia Manesi super-
seding a resigned member (a third person
also not member of the Board of Directors)
and namely Mr. Konstantinos Gianniris.
It should be noted that the Audit Commit-
tee under its new composition:
(a) constitutes an Independent Joint
Committee;
(b) consists of three (3) members in total
and in particular of one (1) Indepen-
dent Non-Executive Member of the
Board of Directors and two (2) third
persons - Non-Members of the Board,
independent of the Company. All per-
sons fulfil the independence criteria
of article 9, paragraph 1 and 2 of Law
4706/2020, as applicable, and
(c) the term of the Committee coincides
with the term of the Board of Direc-
tors, i.e. it will be five years, ending
on February 11, 2026, extending until
the end of the period within which
the next Ordinary General Meeting of
Shareholders must be convened and
until the relevant decision is taken.
In no case, however, may the term of
Committee exceed six years.
In particular, following its aforementioned
decision, the composition of the Compa-
ny’s Audit Committee is as follows:
1) Georgios Samothrakis of Panagiotis,
independent non-executive member
of the Board of Directors,
2) Konstantinos Kotsilinis of Eleftheri-
os, third person - non-member of the
Board of Directors.
3) Sofia Manesi of Nikolaos, third person
– non-member of the Board of Direc-
tors,
while at the same time the following were
established and reconfirmed for each of
the above members of the Committee:
(a) the fulfilment of the individual and
collective suitability criteria, in accor-
dance with the provisions of article
3 of Law 4706/2020 and the Circular
under number 60/18.09.2020 of the
Hellenic Capital Market Commission,
as well as the provisions of the appli-
cable and approved Suitability Policy
of company,
(b) the fulfilment -by all members of the
Audit Committee, of the conditions
of independence in accordance with
the provisions of article 9, paragraph 1
and 2 of Law 4706/2020, as applicable,
namely that:
(i) the above members did not hold
directly or indirectly a percent-
age of voting rights greater than
0.5% of the Company’s share cap-
ital, and
(ii) the above members were not
associated with any financial,
business, family or other depen-
dent relationships, which may in-
Page 26 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
fluence their decisions as well as
their independent and objective
judgment;
(c) the non-existence of obstacles and
conditions that are being described in
provisions of article 3, paragraph 4 of
Law 4706/2020, as applicable, i.e. the
non-issuance within one (1) year, be-
fore or after the election of the mem-
ber respectively, of a final court deci-
sion that acknowledges the member’s
guiltiness for loss-making transactions
with related parties on behalf of a
company or a non-listed company as
provided by Law 4548/2018,
(d) the absence of obstacles/incompat-
ibilities posed by the provisions of
the current legislative framework on
corporate governance, including the
Greek Corporate Governance Code ap-
plied by the Company, the Operating
Regulations and the Company’s Suit-
ability Policy.
(e) the sufficient knowledge of the sector
in which the Company operates, and
finally
(f) the persons of the entire Audit Com-
mittee possessed sufficient knowl-
edge and experience in auditing and
accounting (including knowledge and
complete understanding of Interna-
tional Auditing Standards), conditions
that were imposed by the provision of
article 44, paragraph 1, section g’ of
Law 4449/2017.
The Members of the Company’s Audit
Committee during the meeting of May 25,
2023 unanimously elected Mr. Georgios
Samothrakis of Panagiotis as Chairman of
the Committee, since it was previously es-
tablished but also verified that the above
person:
(a) is independent from the audited entity
within the meaning of article 9, para-
graph 1 and 2 of Law 4706/2020, as ap-
plicable,
(b) is the most suitable for the position of
Chairman based on professional train-
ing, knowledge and experience.
Following the above, the Audit Committee
under its new final composition was recon-
stituted into a body as follows:
1) Georgios Samothrakis of Panagiotis,
independent non-executive member
of the Board of Directors, Chairman of
the Committee.
2) Konstantinos Kotsilinis of Eleftheri-
os, third person - non-member of the
Board of Directors. Member of the
Committee.
3) Sofia Manesi of Nikolaos, third person
– non-member of the Board of Direc-
tors, Member of the Committee.
Commencement of Share Buyback Program
The Company announced in compliance
with the Regulation No. 596/2014/EU and
the Athens Exchange Rulebook, that the
Board of Directors approved the com-
mencement of the implementation of the
Company’s Shares Buy-back Program, as
approved by the Annual General Meeting
of the Shareholders dated May 24
th
, 2023.
It was noted that the approved Shares
Buy-back program includes the purchase
of Company’s shares through the Ath-
ens Exchange (ATHEX), in accordance
with the provisions of articles 49 & 50 of
L.4548/2018, until May 24
th
,2025, at a max-
imum number of 4,341,876 common reg-
istered shares (including and aggregating
the treasury shares already purchased by
Annual Financial Report as of 31.12.2023
Page 27 of 292
Amounts in thousand Euro, unless stated otherwise
Announcement of ex- dividend date / Payment date of interim dividend
for the Year 2023
Announcement of the Decision to Distribute an Interim
Dividend the 2023
The Company informed the investor com-
munity, that the Board of Directors of the
Company, during its meeting on 25
th
Sep-
tember 2023, approved the distribution
(payment) to the Company’s shareholders
of an interim dividend from the earnings of
the current financial year 2023 amounting
in total to 3,000,000 Euros (gross amount),
i.e. 0.0685848289 Euro per share of the
Company (gross amount).
The final amount per share of the interim
dividend, which was paid, was increased
by the amount corresponding to the trea-
sury shares held by the Company on the
cut-off date of the interim dividend.
The above amount of interim dividend is
subject to a withholding tax of 5% in ac-
cordance with the provisions of article 40
paragraph 1 and of article 64 paragraph
1 of Law 4172/2013 (Government Gazette
A΄ 167/23.07.2013) as applicable after its
amendment by Law 4646/2019 (Govern-
ment Gazette A΄ 201/12.12.2019).
The distribution of the interim dividend
takes place two (2) months after the reg-
istration in G.E.MI. of the relevant an-
nouncement regarding the release of the
interim financial statements for the period
01.01.2023-30.06.2023 (First half of the cur-
rent financial year 2023).
The Company announced to the investor
community, pursuant to the article 4.1.3.4
of the Athens Exchange Rulebook, (called
as “Regulation” hereafter), as in force,
that the Board of Directors of the Com-
pany, during its meeting of September
25
th
, 2023, approved the distribution (pay-
ment) of interim dividend for year 2023
to the shareholders of the Company, of a
total amount of 3,000,000.00 Euros (gross
amount), corresponding to 0.0685848289
Euros per share (gross amount), as already
informed the investors’ community at Sep-
tember 28
th
, 2023, with a relevant corpo-
rate announcement. (Note 3.25)
Τhe Board of Directors of the Company,
during its meeting of October 6
th
, 2023 set
the following dates:
Thursday, November 30
th
, 2023 was set as
the interim dividend cut-off (ex-dividend)
date.
Beneficiaries of the interim dividend for
fiscal year 2023 are the shareholders regis-
tered in the Company’s records in the De-
materialized Securities System on Friday,
December 1
st
, 2023 (Record Date).
The payment (distribution) of the interim
dividend would commence on Wednes-
day, December 6
th
, 2023, and would be
paid through the paying Bank “PIRAEUS
BANK S.A.” as follows:
1. Through the participants in the De-
materialized Securities System (DSS)
i.e. Banks and Brokerage/Securities
Companies, according to the provi-
the Company within the context of the
previous Share Buy-back programs), with a
purchase price range between fifty cents
of Euro (0.50€) (minimum) per share and
ten Euro (10 €) (maximum) per share.
Share purchases are carried out in accor-
dance with the current regulatory frame-
work.
Page 28 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
sions of the DSS Operation Regula-
tion of the Hellenic Central Securi-
ties Depository (ATHEXCSD) and the
relevant decisions of ATHEXCSD.
2. Especially in cases of payment of
the interim dividend to the legal
heirs of deceased entitled share-
holders, whose securities are kept
in the Special Account of their S.A.T.
ID in the DSS under ATHEXCSD cus-
tody, the disbursement process will
be facilitated, following completion
of the inheritance procedural steps,
through any branch of “PIRAEUS
BANK” network.
It was clarified that according to the cur-
rent applicable legislation, the right for the
collection of the interim dividend amount
expires after the completion of a five year
period (article 250 of the Civil Code, sec-
tion 15) from the end of the fiscal year in
which this right was created and following
such time period the uncollected amounts
will irrevocably be reimbursed to the Hel-
lenic State, in accordance with article 1 of
legislative decree 1195/1942.
Write-off of Dividend for the Financial Year 2017
THRACE PLASTICS CO S.A. announced to
the investor community, that the five-year
period for the collection of the dividend
for the financial year 2017, expired on De-
cember 31
st
, 2023. Following that date, div-
idends not collected from entitled parties
would be written off, in favor of the Greek
State in accordance with the applicable
legislation.
Thrace Group’s New Investment Plan of a total amount of € 10 million in
Packaging Business in Greece
THRACE PLASTICS CO S.A. announced the
immediate implementation of a new ex-
tended unplanned investment program of
€10 million, for the Packaging Business Unit,
which will take place in Greece, through its
subsidiary Thrace Plastics Pack SA.
The new investment program is oriented
towards the Sustainable Development, fo-
cusing on the further increase of the pro-
duction capacity in the specific subsidiary
of the Group, as well as in the Packaging
Business Unit in general, targeting to sup-
port the Greek clientele in a more efficient,
direct and complete manner, with an even
more complete product portfolio, as well as
to further develop the Group’s export activ-
ities and subsequently enhance its business
extroversion.
The specific categories of the new invest-
ment plan with immediate implementation
by the specific subsidiary, are summarized
as follows:
- Investment in Injection Molding Pro-
duction, which is the main technology
for production of plastic containers,
targeting the food sector, the hotels /
restaurants industries and the paints
industry,
- Investment in Thermoforming technol-
ogy, for the production of small plastic
containers, targeting the food sector
and in specific the dairy market,
- Investment in Paper Packaging Pro-
duction Machinery, to produce paper
packaging products, supplementary to
the existing product portfolio for the
catering sector.
Annual Financial Report as of 31.12.2023
Page 29 of 292
Amounts in thousand Euro, unless stated otherwise
Announcement of the exact payable amount of the interim dividend for
the fiscal year 2023
THRACE PLASTICS CO S.A. with reference
to its earlier announcement dated Octo-
ber 10th, 2023, announced to the investor
community, pursuant to the article 4.1.3.4
of the Athens Exchange Rulebook, that
the Board of Directors of the Company,
during its meeting of September 25th,
2023 approved the distribution (payment)
of interim dividend for fiscal year 2023 to
the shareholders of the Company, of a to-
tal amount of 3,000,000.00 Euros (gross
amount), corresponding to 0.0685848289
Euros per share (gross amount), which with
the increase corresponding to the 798,549
treasury shares, which were held by the
Company and in accordance with the law
are excluded from the interim dividend dis-
tribution, would amount to 0.0698602048
Euros per share.
The above amount of the interim dividend
is subject to 5% withholding tax, in accor-
dance with articles 40 par. 1 and 64 par. 1
of Law 4172/2013 (Government Gazette A΄
167/23.07.2013), as in force after its amend-
ment by Law 4646/2019 (Government Ga-
zette A΄ 201/12.12.2019).
Therefore, the final payable amount of the
interim dividend for the fiscal year 2023
were 0,0663671946 Euro per share.
The new investment plan, which will reach
an amount of €10 million approximately, is
in accordance with the sustainable devel-
opment practices and will contribute to an
environmental footprint reduction, while
the new machines are expected to be ful-
ly operational within the first half of 2024.
Based on this time plan, it is estimated that
the new investments will increase the pro-
duction capacity of the subsidiary by 4,000
tons approximately, on an annual basis. The
new investment plan will be financed both
with own funds and external financing.
THRACE PLASTICS CO. S.A. in compliance
with the provisions of paragraph 4.1.3.1
section 12 of the Athens Exchange Rule-
book and article 17 of Regulation (EU) No
596/2014 of the European Parliament and
of the Council of 16 April 2014, announced
to the investors that following the comple-
tion of the tax audits for the financial year
2022 (fiscal year 2022), which were carried
out by the Chartered Auditor-Accountants
of the Group, in accordance with the provi-
sions of article 65A law 4174/2013, both for
the Company and its subsidiaries ‘Thrace
Nonwovens & Geosynthetics S.A.’, ‘Thrace
Polyfilms S.A.’, ‘Thrace Plastics Pack S.A.’,
‘Thrace Eurobent S.A.’ and ‘Thrace Green-
houses S.A.’, the relevant tax certificates
were issued with an “unqualified opinion”.
Issuance of Tax Certificates for the Fiscal Year 2022
Page 30 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
SECTION 2: Main Risks and Uncertainties
Financial Risk Management
The financial assets used by the Group,
mainly consist of bank deposits, bank
overdrafts, receivable accounts, payable
accounts and loans.
The Group’s activities, in general, create
several financial risks. Such risks include
market risk (foreign exchange risk and
risk from changes of raw materials prices),
credit risk, liquidity risk and interest rate
risk.
Risk from fluctuation of prices of raw
materials
The Group is exposed to fluctuations in
the price of polypropylene (represents
45% approximately of the cost of sales),
which are mainly faced by a similar change
in the selling price of the final product. The
possibility that the increase in the price of
polypropylene cannot be fully passed on
to the selling price, causes unavoidably
the compression of margins. For this rea-
son, the Company accordingly adjusts, to
the extent it is feasible, its inventory policy
as well as its commercial policy in gener-
al. Hence, in any case, the particular risk is
deemed as relatively controlled.
Credit Risk
The credit risk to which the Group and the
Company are exposed is the likelihood
that a counterparty will cause financial loss
to the Group and the Company as a result
of the breach of its contractual liabilities.
The maximum credit risk to which the
Group and the Company are exposed
at the date of preparation of the finan-
cial statements is the book value of their
financial assets. In order to address cred-
it risk, the Group consistently applies a
clear credit policy, which is monitored and
evaluated on an ongoing basis so that the
credit granted does not exceed the credit
limit per customer. Client sales insurance
policies are also concluded per customer
and no tangible guarantees on the assets
of clients are required.
In order to monitor credit risk, customers
are grouped according to the category
they belong to, their credit risk character-
istics, the maturity of their receivables and
any previous receivables that they have
caused, taking into account future factors
as well as the economic environment.
Impairment
The Group and the Company, in the finan-
cial assets that are subject to the model of
expected credit losses, include receivables
from customers and other financial assets.
The Group and the Company recognize
provisions for impairment with regard
to the expected credit losses of all finan-
cial assets. The expected credit losses
are based on the difference between the
contractual cash flows and the entire cash
flows which the Group (or the Company)
anticipates to receive. The difference is
discounted by using an estimate concern-
ing the initial effective interest rate of the
financial asset. For the trade receivables,
the Group and the Company applied the
simplified approach of the accounting
standard and calculated the expected
credit losses based on the expected credit
losses for the entire lifetime of these items.
Regarding the remaining financial as-
sets, the expected credit losses are being
Annual Financial Report as of 31.12.2023
Page 31 of 292
Amounts in thousand Euro, unless stated otherwise
calculated according to the losses of the
next 12 months. The expected credit loss-
es of the following 12 months is part of the
anticipated credit losses for the entire life
of the financial assets, which emanates
from the probability of a default in the
payment of the contractual obligations
within the next 12-month period starting
from the reporting date. In case of a signif-
icant increase in credit risk since the initial
recognition, the provision for impairment
will be based on the expected credit losses
of the entire life of the asset.
At the date of the preparation of the finan-
cial statements, impairment of receivables
from customers and other financial assets
was made on the basis of the above.
The following table presents an analysis of
the maturity of Trade Receivables’ balanc-
es at 31.12.2023.
Maturity of Trade
Receivables’ balances at
31.12.2023
Group
01 – 30 days 18,385
31 – 90 days 35,046
91 – 180 days 8,876
180 days and over 7,324
Subtotal 69,631
Provisions for doubtful
receivables
(7,452)
Total 62,179
The analysis of provision in below table:
Analysis of
provisions
Expected
Credit
Losses
Expected
Credit Losses
%
01 – 30 days
3 0.02 %
31 – 90 days
78 0.22 %
91 – 180 days
377 4.25 %
180 days and over
6,994 95.51 %
Total 7,452 100.00 %
The above amounts are expressed in terms
of due days in the table below:
Analysis of not past due/overdue
Group
Trade receivables at 31.12.2023 Group
Receivables current 46,545
Overdue receivables 1 – 30
days
11, 856
Overdue receivables 31 – 90
days
3,765
Overdue receivables above
91 days
7,4 65
Subtotal 69,631
Provisions for doubtful
receivables
(7, 452)
Total 62,179
With regard to uninsured receivables over-
due more than 90 days, which the Group
has classified as doubtful, relevant provi-
sions have been made which are deemed
as sufficient.
Correspondingly, the amounts of maturity
and past due for the financial year 2022 are
presented in the following tables:
Page 32 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Maturity of Trade Receivables’
balances at 31.12.2022
Group
01 – 30 days 19,708
31 – 90 days 37,429
91 – 180 days 8,196
180 days and over 7,126
Subtotal 72,459
Provisions for doubtful
receivables
(7,690)
Total 64,769
Analysis of not past due/overdue
Group
Trade receivables at 31.12.2022 Group
Receivables current 52,008
Overdue receivables 1 – 30
days
9,838
Overdue receivables 31 – 90
days
3,015
Overdue receivables above
91 days
7,598
Subtotal 72,459
Provisions for doubtful
receivables
(7,690)
Total 64,769
Liquidity Risk
Liquidity risk monitoring focuses on the
management of cash inflows and outflows
on a consistent basis, so that the Group has
the ability to meet its cash liabilities and re-
tain the cash reserves required for its oper-
ations. Liquidity is managed by maintain-
ing cash and approved bank credit lines.
At the date of preparation of the financial
statements, unused approved bank cred-
its were available to the Group, which are
considered sufficient to handle any possi-
ble shortage of cash in the future.
Short-term bank liabilities are renewed at
maturity, as they are part of the approved
bank credit lines.
The following table presents the liabilities
– disbursements according to their matu-
rity dates.
Group 31.12.2023
Up to 1
month
1-6
months
6-12
months
1-5
Years
Over 5
years
Total
Suppliers
17,088 21,284 90 - - 38,462
Other short-term liabilities
11, 611 9,695 72 - - 21,378
Short-term debt
4,881 16,776 4,898 - - 26,555
Liabilities from leasing
(short-term portion)
85 444 611 - 1,140
Long-term debt
- - - 26,713 1,077 27,79 0
Liabilities from leasing
(long-term portion)
- - - 1,885 - 1,885
Other long-term liabilities
- - - 518 - 518
Total 31.12.2023 33,665 48,199 5,671 29,116 1,077 117,728
Annual Financial Report as of 31.12.2023
Page 33 of 292
Amounts in thousand Euro, unless stated otherwise
The Group is exposed to foreign exchange
risks arising from existing or expected cash
flows in foreign currency and investments
that have been made in countries outside
Greece. The management uses hedge in-
struments, mainly foreign currency for-
ward contracts, to hedge the risks arising
from changes in foreign exchange rates.
Sensitivity analysis of the effect of ex-
change rate changes is depicted in the ta-
ble below.
Group 31.12.2022
Up to 1
month
1-6
months
6-12
months
1-5
Years
Over 5
years
Total
Suppliers
21,357 19,051 222 - - 40,630
Other short-term liabilities
11, 324 10,367 1,279 - - 22,970
Short-term debt
3,658 8,735 14,596 - - 26,989
Liabilities from leasing
(short-term portion)
86 383 498 - - 967
Long-term debt
- - - 30,993 648 31,641
Liabilities from leasing
(long-term portion)
- - - 1,446 24 1,470
Other long-term liabilities
- - - 174 - 174
Total 31.12.2022 36,425 38,536 16,595 32,613 672 124,841
Foreign Exchange Risk
Foreign Currency
2023 2022
Change of foreign currency
against Euro *
Profit before tax
USD GBP Other USD GBP Other
+5%
(155) (53) - (333) 65 (18)
-5%
172 58 - 368 (72) 21
Equity
+5%
(58) (438) (319) (56) (881) (302)
-5%
64 484 352 62 974 334
*Note
• Profits before Taxes are converted at the average exchange rates.
• Equity is converted at the exchange rate at the closing date of each fiscal year.
Page 34 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
The long-term loans of the Group have
been granted by Greek and foreign banks
and are mainly in Euro. Their repayment
time varies, depending on the loan agree-
ment and they are usually linked to Euribor
plus spread. The Group’s short-term loans
have been granted by various banks, with
Euribor interest rate plus spread as well as
Libor interest rate plus spread.
The Group Management monitors the
evolution of the interest rates level and
initiate actions, to the extent possible, to
retain or decrease the spreads. At the same
time, effort is being placed on liquidity
management, with a target to maintain
a rational debt balance, compared with
Group’s sales volume, profitability level
and its investment plans.
It is estimated that a change in the average
annual interest rate by 1% will result in a
(charge) / improvement of Earnings before
Tax as follows:
Possible interest rate
change
Effect on Earnings before Tax
Group
2023 2022
Interest rate increase 1% (573) (610)
Interest rate decrease 1% 573 610
Capital Adequacy Risk
The Group monitors capital adequacy us-
ing the Net Debt to Equity ratio and the
Net Debt to EBITDA ratio. The Group’s ob-
jective in relation to capital management
is to ensure the ability for its smooth oper-
ation in the future, while providing ratio-
nal returns to shareholders and benefits
to other parties, as well as to maintain an
adequate capital structure so as to ensure
a low cost of capital. For this purpose, it
systematically monitors working capital in
order to maintain the normal level of ex-
ternal financing.
Interest Rate Risk
Capital Adequacy Risk Group
2023 2022
Long-term debt
27,79 0 31,641
Long-term debt from leases
1,885 1,470
Short-term debt
26,555 26,989
Short-term debt from leases
1,140 967
Total Debt
57,370 61,067
Minus cash & cash equivalents
27, 8 01 39,610
Net Debt**
29,569 21,457
EBITDA*
44,017 48,243
NET DEBT / EBITDA
0.67
0.44
EQUITY 277,054 267,861
NET DEBT / EQUITY 0.11 0.08
Annual Financial Report as of 31.12.2023
Page 35 of 292
Amounts in thousand Euro, unless stated otherwise
* Concerns Total Operations
** An amount of € 13,269 regarding time bank deposits is not included in Cash bal-
ance and therefore in Net Debt.These Time Bank Deposits which have been con-
cluded during the current fiscal year, have a duration of more than three months,
and have been transferred to other receivables. Therefore, adding the Group’s
time deposits, the Group’s Net Debt amounts to € 16.300 (compared to €21.457
in 2022), while the value of the Net Debt / EBITDA ratio is 0.37 (0.44 for 2022), and
the value of the Net Debt/Equity ratio is 0.06 (0.08 for 2022).
Climate Change Risk
SECTION 3: Significant Transactions with Related Parties
The most significant transactions between
the Company and its related parties, as
defined by International Accounting Stan-
dard 24, are described below.
It should be noted that the reference to
the particular transactions includes the
following data:
a) The amount of the most significant
transactions for the year 2023
b) Their unpaid balance at the end of the
year (31.12.2023)
c) The nature of relation between the
related party and the Company, as
well as
d) Any information concerning the trans-
actions, which is necessary for the un-
derstanding of the Company’s finan-
cial position, only to the extent that
these transactions are material.
Company’s Revenues from Related
Parties
The following table includes the Com-
pany’s most material revenue (includes
Turnover and other income) streams from
Related parties, i.e. from company’s sub-
sidiaries:
The categorization of climate-related
risks includes four main groups of risks,
with risks related with water, tempera-
ture, wind and solid matirial according to
Annex A of the Climate Delegated Act. In
this context, an assessment of climate risks
and of sensitivity of Group’s activities will
be carried out. It is pointed out that the
Group has and implements an Emergen-
cy Response Plan (EPR)at the facilities. At
EPR, it is recorded all the preventive mea-
sures taken to minimize the risk of fire,
of heat, of heavy snowfall / frost, of gale
force winds, of storms and of floods. At the
same time, repair and maintenance costs
are incurred every year for all the facilities
related to the prevention and treatment
of the effects of climate change, as well
as fixed investments that also protect, as
far as possible, the Group’s facilities from
natural disasters. Finally, it should be not-
ed that according to the Group’s standard
policy, the facilities are insured against all
risks, in order to further ensure the smooth
operation and recovery of operations in
the event of natural disasters.
Page 36 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Income
Thrace Nonwovens & Geosynthetics Single Person SA 1,564
Don & Low LTD 1,537
Thrace Plastics Pack SA 916
Thrace Polyfilms Single Person SA 364
Thrace Ipoma A.D. 280
Synthetic Holdings LTD 280
Thrace Polybulk AB 255
Thrace Synthetic Packaging LTD 208
Thrace Polybulk AS 207
Thrace Linq Inc 200
Total 5. 811
Short-term Liabilities of the Company to
Related Parties
There is no material short-term liabilities
from Related parties for 2023.
Remuneration to the members of the
Board of Directors
The remuneration granted to the mem-
bers of the Company’s Board of Direc-
tors amounted to € 1,571 in 2023 against
€ 1,664 in 2022. The remuneration of the
members of the Board of Directors for the
Group amounted to € 4,436 in 2023 versus
€ 4,797 in 2022 and relate to the Boards of
Directors of 19 companies and to 31 peo-
ple that participate in these BoDs, includ-
ing salaries of the executive members of
the Boards, other remuneration and ben-
efits of both the executive and the non-ex-
ecutive members.
Bank guarantees and grants in favor of
its subsidiaries
Bank guarantees issued by banks on be-
half of the Company against third parties
(State owned companies, Suppliers, Cus-
tomers) amount to € 834.
The Company has granted guarantees to
banks against long-term loans of its sub-
sidiaries. On 31
st
December 2023, the out-
standing amount for which the Company
had provided guarantee settled at € 42,187
and is analyzed as follows:
Guarantees for
Subsidiaries
2023
Thrace Nonwovens &
Geosynthetics Single
Person S.A.
19,262
Thrace Plastics Pack S.A. 18,425
Thrace Polyfilms Single
Person SA
4,500
Total 42,187
Statutory external auditors fees
During the financial year 2023, the total
fees paid to Chartered Auditors-Accoun-
tant, for audit and non-audit services,
amounted to € 657 for the Group and to €
98 for the Company.
To sum up, there were no changes in trans-
actions between the Company and its re-
lated parties that could have had material
Annual Financial Report as of 31.12.2023
Page 37 of 292
Amounts in thousand Euro, unless stated otherwise
effect on the financial position and perfor-
mance of the Company during the finan-
cial year 2023.
All transactions described above have
taken place on an arms length basis and
contain no special or extraordinary fea-
tures which in opposite case would have
made compulsory the further analysis of
the above per related party.
SECTION 4: Analytical Information according to Article 4 par. 7 and 8 of Law
3556/2007, as currently in effect
The Company, according to article 4 par. 7
and 8 of L. 3556/2007 is required to include
in the present Report, analytical informa-
tion regarding a series of issues, as follows:
4.1. Structure of Company’s share
capital
The Company’s share capital on 31.12.2023
amounted to twenty eight million eight
hundred sixty nine thousand, three hun-
dred fifty eight Euros and thirty two cents
(€28,869,358.32) and was divided into forty
three million seven hundred forty one thou-
sand, four hundred fifty two (43,741,452)
common registered shares, with a nomi-
nal value of sixty six cents (€ 0.66) each. All
Company shares are common, registered,
with voting rights (with the exception of
any treasury shares held by the Company),
and are listed on the organized Market of
the Athens Stock Exchange and specifical-
ly in the Main Market under the Chemicals
– Specialized Chemicals sector. The struc-
ture and the formation of the Company’s
share capital are presented in detail in arti-
cle 5 of the Company’s Articles of Associa-
tion. The Company’s shares were listed on
the Athens Exchange on 26 June 1995 and
are being traded on this market up until
today, without any interruption. From each
share, all rights and obligations stipulated
by the law and the Company’s Articles of
Association emanate. The possession of
each share results automatically into the
full and with no reservations acceptance
Page 38 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
of the Company’s Articles of Association
and the decisions that have been made by
the pertinent bodies of the Company in ac-
cordance with the law and the Articles of
Association. Each share provides for one (1)
voting right.
4.2. Limitations to the transfer of
Company shares
The transfer of Company shares takes
place as stipulated by the Law and there
are no limitations regarding such transfers
in relation to its Articles of Association or
other special agreements or other regula-
tory provisions.
4.3. Significant direct or indirect
shareholdings according to the
definition of Law 3556/2007
With regards to significant shareholdings
in the share capital and voting rights of the
Company, according to the definition of
provisions of articles 9 to 11 of L. 3556/2007,
the Company’s shareholders, with equity
stake above 5%, as of 31.12.2023 were the
following:
LAST NAME NAME
SHARES IN
“JOINT IN-
VESTMENT
SHARES”
SHARES NOT
IN “JOINT IN-
VESTMENT
SHARES”*
TOTAL
SHARES
VOTING
RIGHTS
Chalioris Konstantinos 41.15% 2.13% 43.29% 43.29%
Chaliori Effimia - 20.85% 20.85% 20.85%
Chalioris Alexandros 20.58% 0.48% 21.06% 0.48%
Chalioris Stavros 20.58% 0.48% 21.06% 0.48%
*For additional information please see the corpo-
rate announcement 10/3/2023, which is summa-
rized as follows:
Mr. Konstantinos Chalioris, shareholder and Chair-
man of the Board of Directors of the Company,
transferred from his individual share, to two “Joint
Investor Shares” (KEM), the first one jointly created
with his son Alexandros Chalioris and the second
one jointly created with his son Stavros Chalioris
(himself being the first beneficiary in both “Joint In-
vestor Shares”), a total of 18,000,983 common regis-
tered shares with voting rights, i.e. a percentage of
41.153% of a total of 43,741,452 common registered
shares with voting rights of the Company.
However, following the above, there was absolutely
no change in the number and percentage of shares
and voting rights controlled by Mr. Konstantinos
Chalioris, who holds a total of 18,936,558 common
registered shares with voting rights of the Compa-
ny (and the same number of voting rights) a per-
centage of 43.292%. More specifically, he holds
18,000,983 common registered shares through the
aforementioned “Joint Investor Share” and 935,575
common registered shares with voting rights (per-
centage 2.139%) through his individual share. Mr.
Stavros Chalioris, son of Konstantinos, due to his
participation in the aforementioned “Joint Inves-
tor Share” (which he holds jointly with Konstanti-
nos Chalioris) holds 9,000,491 common registered
shares of the Company (percentage 20.577%), while
he already holds 212,071 common registered shares
with voting rights (percentage 0.484%) in his indi-
vidual share and, Mr. Alexandros Chalioris, son of
Konstantinos, due to his participation in the afore-
mentioned “Joint Investor Share” (which he holds
jointly with Konstantinos Chalioris) holds 9,000,492
common registered shares of the Company (per-
centage 20.577%), while he already holds 212,071
common registered shares with voting rights (per-
centage of 0.484%) in his individual share.
No other person or legal entity owned a
percentage over 5% of the share capital.
Annual Financial Report as of 31.12.2023
Page 39 of 292
Amounts in thousand Euro, unless stated otherwise
The data regarding the number of shares
and voting rights held by individuals with
a significant shareholdings have been de-
rived from the Shareholder Registry kept
by the Company and from disclosures by
the shareholders provided to the Compa-
ny according to Law (and MAR).
4. 4. Shares incorporating special
control rights
There are no Company shares that provide
special control rights to owners.
4.5. Limitations on voting rights
According to the Company’s Articles of As-
sociation, there are no limitations on vot-
ing rights.
4.6. Agreements of Company
shareholders
To the knowledge of the Company there
are no shareholder agreements, which re-
sult in limitations on the transfer of shares
or limitations on the exercise of voting
rights that emanate from its shares.
4.7. Rules for appointment and
replacement of Board members
and the amendment of the
Articles of Association, which
deviate from the provisions of
C.L. 4548/2018
The rules stated by the Company’s Articles
of Association regarding the appointment
and replacement of its Board of Directors’
members and the amendment of the pro-
visions of its Articles of Association, do
not differ from those stipulated by C.L.
4548/2018 as it is in effect.
4.8. Responsibility of the Board
of Directors or specific Board
members for the issuance of
new shares or the purchase of
treasury shares.
There is no special and permanent compe-
tence of the Board of Directors or some of
its members for the issuance of new shares
or the purchase of treasury shares accord-
ing to article 49 of law 4548/2018.The rel-
evant power and responsibility is given to
the Company’s Board of Directors by virtue
of a relevant decision of the General Meet-
ing of its shareholders.
4.9. Significant agreements made
by the Company and put into ef
-
fect, amended or terminated in
case of a change in the Compa
-
ny’s control following a tender
offer.
There are no such agreements, which are
put into effect, amended or terminated, in
case of a change in the Company’s control
following a tender offer.
4.10. Significant agreements made
by the Company with Board
members or the Company’s
personnel
There are no agreements of the Company
with the members of its Board of Directors
or its personnel, which provide for the pay-
ment of indemnity specifically in case of
resignation or termination of employment
without reasonable cause, or of the termi-
nation of their term or employment, due to
a public offering.
Page 40 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
The Extraordinary General Meeting of the
Company’s shareholders on February 2,
2017 decided, inter alia, to approve the
purchase of own shares through the Ath-
ens Stock Exchange under the provisions
of the pre-existing article 16 of Codified
Law 2190/1920, which expired on 02-02-
2019. Under the aforementioned plan, and
until its expiration, the Company acquired
4,324 own shares.
The Extraordinary General Meeting of the
Company’s shareholders on March 19, 2019
decided, inter alia, to approve the acquisi-
tion of own shares through the Athens
Stock Exchange in accordance with the
provisions of article 49 of law 4548/2018
as currently in force, which expired on
19.03.2022. Under the above plan and un-
til its completion, the Company acquired
318,364 treasury shares, with an average
purchase price of 2.4373 Euros per share,
which correspond to a percentage of
0.728% of the share capital.
The Annual General Meeting of the Com-
pany’s shareholders of May 21, 2021 decid-
ed, inter alia, to approve the acquisition of
own shares through the Athens Stock Ex-
change in accordance with the provisions
of article 49 of law 4548/2018 as currently in
force, which expired on 19.03.2022. Under
the above plan and until its completion,
the Company acquired 428,708 treasury
shares, with an average purchase price of
5.89 Euros per share, which correspond to
a percentage of 0.98% of the share capital.
The Annual General Meeting of the Com-
pany’s shareholders of May 25, 2023 decid-
ed to approve by unanimously approval
the Company’s treasury shares buy-back
plan in accordance with the provisions of
article 49 of Law 4548/2018, as in force, and
in particular the purchase within a period
of twenty-four (24) months from the date
of this decision, i.e. until 24.05.2025, of a
maximum number of 4,341,876 common
registered shares (with the total treasury
shares already owned by the Company,
from a previous share buyback program,
included and aggregated in relation to the
above limit), with a purchase price range
between fifty cents of Euro (0.50€) (mini-
mum) per share and ten Euro (10 €) (maxi-
mum) per share.
During the execution of the above share
buyback program and in execution-im-
plementation of the above decision of
the General Meeting of Shareholders,
the Company proceeded, in accordance
with the provisions of Regulation (EU)
596/2014 of the European Parliament and
of the Council as of 16 April 2014 and of
the Commission’s Delegated Regulation
(EU) 2016/1052 as of 8 March 2016, with the
purchase of a total of 50,653 common reg-
istered shares carrying voting rights, based
on an average price of EUR 4.69 per share,
corresponding to 0.12% of the equity.
The Company held on 31.12.2023 a total of
802.049 treasury shares which correspond
to a percentage of 1.83% of the share
capital.
SECTION 5: Treasury Shares
Annual Financial Report as of 31.12.2023
Page 41 of 292
Amounts in thousand Euro, unless stated otherwise
1. Group Financial Results
Continuing Operations
The following table depicts the Group’s financial results (from continuing operations) for
the year 2023 compared to the year 2022:
Financial Results of Year 2023
(Continuing Operations)
(amounts in thousand Euro)
Year 2023 Year 2022
Change %
Turnover
345,373 394,382 -12.4%
Gross Profit
77,069 84,263 -8.5%
Gross Profit Margin
22.3% 21.4%
ΕΒΙΤ
20,663 27,4 07 -24.6%
EBIT Margin
6.0% 6.9%
EBITDA*
44,017 48,259 -8.8%
EBITDA Margin
12.7% 12.2%
Adjusted EBITDA
44,017 48.850 -9.9%
Adjusted EBITDA Margin
12.7% 12,4%
Earnings before Taxes (EBT)
21,336 32,068 -33.5%
EBT Margin
6.2% 8.1%
Earnings after Taxes (EAT)
18,326 26,270 -30.2%
EAT Margin
5.3% 6.7%
Total EATAM
17,767 25,777 -31.1%
EATAM Margin
5.1% 6.5%
Earnings per Share (in euro)
0.4134 0.5985 -30.9%
Note: The alternative performance measures are presented and described analytically in the section 7 of the
present Report.
SECTION 6: Review of material financial figures of 2023
Below, an analysis of the changes observed
in key financial figures of the financial re-
sults compared to the previous year is in-
cluded. It is noted that EBITDA*, Adjust-
ed EBITDA, EBIT and Earnings before
Taxes for the year 2022 also include
profits from sales of COVID-19 related
products amounting to €5.3 mil. Also,
EBT of both years include accounting
profits from the reversal of provision
related to OAED receivable, previously
written off (for further details, please
refer to section 3.16), of an amount of
€1.088 for 2023 and €4.563 for 2022 re-
spectively.
Page 42 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
* EBITDA is defined as operating earn-
ings before taxes, interest, deprecia-
tion, financing and investing activities.
EBITDA is calculated as follows:
“Operating profit / (loss) before taxes, cash
and investment results - continuing opera-
tions” plus “Depreciation”, where:
- Operating profit / (loss) before taxes,
finance and investment results – con-
tinuing operations (see “Information
by Sector, Statement of Results for the
Period”, point 3.2): €20,663.
- Depreciation (see “Information by Sec-
tor, Statement of Results for the Peri-
od”, point 3.2): €23,354.
In addition, Adjusted EBITDA is calculated
as EBITDA, minus extraordinary, non-re-
curring profits or expenses, where for the
period 01/01/2023 – 31/12/2023, there
were no extraordinary, non-recurring prof-
its or expenses.
Turnover
€ 345,373 (-12.4%)
Decrease in consolidated turnover by
12.4%, compared to the previous year,
while the volume of consolidated sales is
almost at the same level, with an increase
of 0.5%. As volume did not change, com-
pared to the previous year, the decrease in
Turnover was solely due to the decrease in
average selling prices, due to the decrease
in the average prices of primary and sec-
ondary raw materials as well as the cost
of energy during the year. Consequently,
this reduction transferred in average sell-
ing prices. This is a standard practice of all
suppliers in the specific industry, while cor-
respondingly any increases in the average
purchase prices of the basic cost elements
are passed on to the customers through
the average sales prices partly or in total.
In particular and in terms of sales volume,
the Packaging sector posted an increase
of 4.3% and the Technical Fabrics sector
recorded a decrease of 1.1%, compared to
the year 2022.
Gross Profit
€77,069 (-8.5%)
Gross profit amounted to €77,069, posting
a drop by 8,5% compared to the previ-
ous year. However it should be noted that
Group also recorded profits due to sales re-
lated to Covid-19 products, mainly during
the first quarter of 2022, amounted to €5.3
mil. at the level of EBT, EBIT and ΕΒΙΤDA. It
is also noted that the machinery related to
the COVID-19 products were depreciated
using the diminishing balance method,
therefore the depreciation of fiscal years
2022 and 2023 related to this specific cat-
egory of products was immaterial.
The gross profit margin settled at 22.3%
compared to 21.4% in 2022.
(EBIT)
€ 20,663 (-24.6%)
Earnings before financial and investing
activities and taxes amounted to €20,663,
posting a decrease of 24.6%, compared to
the previous year, however, the comparison
between the two years becomes difficult
as on 2022 the Group additionally recorded
profits from the sales of personal protective
equipment from COVID-19, amounted to
€5.3 mil. Therefore, recurring EBIT 2022
from traditional portfolio amounted to €
22,107,after deducting the extraordinary
profits due to COVID-19 products. The
deviation shown, compared to 2023, is
mainly due to the increased depreciation
of 2023 (annual depreciation increase of
€ 2,501). It is also noted that the machines
related to the COVID-19 products were
depreciated using the diminishing balance
Annual Financial Report as of 31.12.2023
Page 43 of 292
Amounts in thousand Euro, unless stated otherwise
method, therefore the depreciation of
fiscal years 2022 and 2023 related to
this specific category of products was
immaterial.
Accordingly, the EBIT margin stood at 6.0%
compared to 6.9% in FY2022 and as it has
already mentioned the comparison is diffi-
cult due to COVID-19 products.
EBITDA
€ 44,017 (-8.8%)
Earnings before financial and investing
activities, depreciation, amortization, im-
pairments and taxes amounted to €44,017,
recording a drop by 8.8% compared to the
previous year, however, the comparison
between the two years becomes difficult
as on 2022 the Group recorded also prof-
its from the sales of personal protective
equipment from COVID-19. The recurring
EBITDA of 2022 from traditional portfolio
amounted to € 42,959 (excluding profits
of €5.3 mil. in EBITDA level from sales of
products related to COVID-19). Therefore,
in directly comparable terms, the EBITDA
for 2023 recorded an increase of 2.4%,
comparing with the previous year.
Accordingly, the EBITDA margin settled
at 12.7% compared to 12.2% during the
previous year and as it has already men-
tioned the comparison is difficult due to
COVID-19 products.
Earnings before Taxes (EBT)
€21,336 (-33.5%)
In 2023, EBT amounted to € 21,336, com-
pared to EBT of 2022 of € 32,068. Howev-
er, these amounts include non-recurring
profits, which are summarized as follows:
- Extraordinary profits related to
COVID-19 products: In 2022, the Group
recorded extraordinary profits of €5.3
mil.
- Extraordinary Profits due to the rever-
sal of provisions, related to claims in
relation to OAED (see Note 3.16): For
2023, the extraordinary profits from
the reversal of provisions amounted to
€ 1,088, while for 2022, the amount of
the corresponding profits was € 4,563.
It is noted that this specific category of
profits is included in Financial Income.
Therefore, in comparable terms, exclud-
ing the extraordinary profits, ΕΒΤ 2023
amounted to €20,248 (€21,336 deduct-
ing €1,088 due to reversal of provisions),
while the corresponding amount for 2022
amounted to €22,205 (EBT €32,068, de-
ducting profits due to COVID-19 of €5,277
and deducting profit due to reversal of
provisions of €4,563). The relative decrease
is mainly due to increased depreciation
and finance costs, as the increased oper-
ating profitability (EBITDA) of 2023 partly
offset the additional costs.
Accordingly, EBT margin stood at 6.2%
compared to 8.1% and as it has already
mentioned the comparison is difficult due
to COVID-19 products.
Earnings after Taxes (EAT)
€18,326 (-30.2%)
Earnings after taxes amounted to €18,326,
posting a reduction of 30.2% compared to
the previous year.
Respectively, the profit margin after taxes
settled at 5.3% compared to 6.7% in the
previous year.
It is noted that, as has been extensive-
ly mentioned above, for comparability
purposes, the extraordinary profits from
COVID-19 products and reversal of provi-
sions should be deducted from EAT
Page 44 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Earnings after Taxes and Non Con-
trolling Interests (EATAM)
€ 17,767 (-31.1%)
Earnings after Taxes and Non-Controlling
Interests amounted to € 17,767, posting a
decrease of 31.1% compared to the previ-
ous year.
Respectively, the profit margin after taxes
and non-controlling interests stood 5.1%
in 2023 compared to 6.5% in 2022.
It is noted that, as has been extensive-
ly mentioned above, for comparability
purposes, the extraordinary profits from
COVID-19 products and reversal of provi-
sions should be deducted from EATAM as
well.
Total Operations
Due to the decision to permanently discon-
tinue the production of Thrace Linq INC,
which was decided in order for the Group
to focus on more profitable activities, this
particular activity is reported in the income
statement and other comprehensive in-
come as discontinued operations.
For the completeness of information pro-
vided, the following table presents the
Group’s financial results in total (from Con-
tinuing and Discontinued Operations) in
2023, in comparison with the year of 2022:
Financial Results of Year 2023
(CONTINUING & DISCONTINUED OPERATIONS)
(amounts in thousand Euro)
Year 2023 Year 2022
Change %
Turnover
345,373 394,382 -12.4%
Gross Profit
77,069 84,263 -8.5%
Gross Profit Margin
22.3% 21.4%
ΕΒΙΤ
20,663 27,391 -24.6%
EBIT Margin
6.0% 6.9%
EBITDA
44,017 48,243 -8.8%
EBITDA Margin
12.7% 12.2%
Adjusted EBITDA
44,017 48,850 -9.9%
Adjusted EBITDA Margin
12.7% 12.4%
Earnings before Taxes (EBT)
21,336 32,052 -33.4%
EBT Margin
6.2% 8.1%
Earnings after Taxes (EAT)
18,326 26,235 -30.1%
EAT Margin
5.3% 6.7%
Total EATAM
17,767 25,742 -31.0%
EATAM Margin
5.1% 6.5%
Earnings per Share (in euro)
0.4134 0.5977 -30.8%
Note: The alternative performance measures are presented and described analytically in the section 7 of
the present Report
Annual Financial Report as of 31.12.2023
Page 45 of 292
Amounts in thousand Euro, unless stated otherwise
The Company’s business purpose, apart
from being a holding company, relates also
to the provision of support services to its
subsidiaries. Specifically the Company’s in-
come is generated from the provision of ad-
ministrative, operating and organizational
support services, financial and tax services,
IT and consulting services in the areas of
marketing and sales, the preparation of fi-
nancial feasibility studies, and the general
provision of consulting services which en-
sure the proper operation of subsidiaries at
all levels.
Specifically for the year 2023, the Turnover
of the Company concerning the provision
of the above services amounted to € 5,600
against € 5,658 in 2022, therefore remaining
essentially at the same levels. The Losses
before Taxes, Financial and Investment Re-
sults amounted to € 515 in 2023 compared
to a loss of € 648 in 2022. Earnings before
taxes for the year 2023 amounted to 12,364
compared to € € 12,775 in 2022, posting a
decrease of 3.2%. Finally, Earnings after tax-
es in 2023 amounted to € 11,070 compared
to € 11,171 in 2022, recording a decrease of
0.9%.
2. Parent Company’s Financial Results
Technical Fabrics Packaging Other
Production and trade
of technical fabrics for
industrial and technical
use.
Production and trade of
packaging products, plastic
bags, plastic boxes for
packaging of food and paints
and other packaging materials
for agricultural use.
It includes the Agricultural sector
and the business activity of the
Parent company which apart from
the investing activities provides
also Administrative – Financial – IT
services to its subsidiaries.
3. Financial Results of the Group per Business Segment
The operating segments are based on the
different product category, the structure
of the Group’s management and the inter-
nal reporting system. Using the criteria, as
defined in the accounting standards and
based on the different activities of the
Group, the business activity of the Group is
divided into two business segments, name-
ly “Technical Fabrics” and “Packaging”. The
information about the sectors of activity
which are not reported as separate ones
has been collected and presented in the
category “Other”, which includes the agri-
cultural sector as well as the activities of the
Parent Company.
The description and financial results of the
Group’s operating segments are presented
as follows:
During the year 2020, which was character-
ized by the spread of the coronavirus Covid
19 pandemic, the Group faced significantly
increased demand for specific products in
its existing product portfolio and particu-
larly in the area of technical fabrics used
in personal protection and health appli-
cations (Personal Protective Equipment).
This high demand continued and peaked
in 2021.
Page 46 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
During the year 2022, a sharp reduction
in demand for products related to the
COVID-19 pandemic was observed, re-
sulting into significantly lower sales and
profitability for the Group compared to
the previous year. The first quarter of 2022
was an exception to the above, as due to
the spread of “Omicron” variant but mainly
due to the execution of the last part of a
contractual agreement signed with a local
health system, the Group posted strong
profitability which was however much
lower than the level of the corresponding
period of 2021.
From the year 2023 onwards, having en-
tered into the post-pandemic era, person-
al protection and health products are not
presented separately, following the same
pre-pandemic disclosure practice. Instead,
they will comprise another product cate-
gory within the context of the Group’s nor-
mal business activity.
More specifically, Earnings before Taxes
from Continuing Operations at the Group
level for 2022 amounted to €32.1 million,
of which, according to Management’s
estimates, €5.3 million were related to
COVID-19 products. More specifically, €3.0
million were allocated in the Sector of
“Technical Fabrics”, and €2.3 million were
allocated in the Sector of “Packaging”.
The following table summarizes the course
of financial results from continuing oper-
ations of the individual sectors in which
the Group activated during the year 2023.
Annual operating and pre-tax profitability
(EBITDA and EBT) should be compared to
the corresponding profitability of the pre-
vious year, without including the extraor-
dinary gains profits from sales of COVID-19
products in the Group and segment re-
sults:
FINANCIAL RESULTS PER SEGMENT
CONTINUING OPERATIONS
Sector Technical Fabrics Packaging Other
Intra-
Segment
Eliminations
Group
12M 2023 12M 2022
% Ch.
12M 2023 12M 2022
% Ch.
12M 2023 12M 2022 12M 2023 12M 2022 12M 2023 12M 2022
Turnover
230,755
274,488
-15.9% 125,202
132,672
-5.6% 5,600 5,658 -16,184
-18,436
345,373
394,382
Gross
Profit
47,555 56,478 -15.8% 28,875 27,239 6.0% 266 282 373 264 77,069 84,263
Gross
Profit
Margin
20.6% 20.6% 23.1% 20.5% 4.8% 5.0% - - 22.3% 21.4%
EBITDA
24,635 29,688 -17.0% 19,655 18,892 4.0% -263 -339 -10 19 44,017 48,259
EBITDA
Margin
10.7% 10.8% 15.7% 14.2% -4.7% -6.0% - - 12.7% 12.2%
Annual Financial Report as of 31.12.2023
Page 47 of 292
Amounts in thousand Euro, unless stated otherwise
GROUP
345,373
77,069
44,017
Turnover
12M 2023
EBITDA
GROSS PROFIT
EBITDA
230.755
47.555
24.635
12M 2023
GROSS PROFIT
125,202
12M 2023
EBITDA
28,875
19,655
GROSS PROFIT
5,600
12M 2023
EBITDA
-263
266
GROSS PROFIT
PACKAGING
OTHER
TECHNICAL TEXTILES
Turnover
Turnover
Turnover
4. Group Consolidated Statement of Financial Position
The following table summarizes the basic financial figures of the Group’s financial posi-
tion as of 31.12.2023:
(amounts in thousand Euro) 31.12.2023 31.12.2022 Change %
Property, Plant & Equipment 177,670 169,218 5.0%
Rights-of-use assets 3,154 2,521 25.1%
Investment Property 113 113 0.0%
Intangible Assets 10,316 10,357 -0.4%
Investments in Joint Ventures 20,475 19,921 2.8%
Net benefit from funded defined benefit plans 9,533 7,169 33.0%
Other Long-term Receivables 138 132 4.5%
Deferred Tax Assets 326 357 -8.7%
Total Fixed Assets 221,725 209,788 5.7%
Inventories 72,003 76,415 -5.8%
Income Tax Prepaid 956 1,984 -51.8%
Trade Receivables 62,179 64,769 -4.0%
Other Receivables 21,523 11,9 45 80.2%
Fixed Assets Held for Sale 77 284 -72.9%
Cash & Cash Equivalents 27, 801 39,610 -29.8%
Page 48 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
(amounts in thousand Euro) 31.12.2023 31.12.2022 Change %
Total Current Assets 184,539 195,007 -5.4%
TOTAL ASSETS 406,264 404,795 0.4%
TOTAL EQUITY 277,054 267, 861 3.4%
Long-term Debt 27,79 0 31,641 -12.2%
Liabilities from Leases 1,885 1,470 28.2%
Provisions for Employee Benefits 1,658 1,385 19.7%
Deferred Tax Liabilities 7,910 9,660 -18.1%
Other Long-term Liabilities 518 174 197.7%
Total Long-term Liabilities 39,761 44,330 -10.3%
Short-term Debt 26,555 26,989 -1.6%
Liabilities from Leases 1,140 967 17.9%
Income Tax 1,914 1,048 82.6%
Suppliers 38,462 40,630 -5.3%
Other Short-term Liabilities 21,378 22,970 -6.9%
Total Short-term Liabilities 89,449 92,604 -3.4%
Total Liabilities 129,210 136,934 -5.6%
TOTAL EQUITY & LIABILITIES 406,264 404.795 0.4%
Fixed Assets
€ 221,725 (+5.7%)
The increase is mainly a result of the imple-
mentation of new investments (asset’s ad-
ditions) during the year, which are signifi-
cantly greater compared to depreciation
for the year.
Current Assets
€ 184,539 (-5.4%)
The decrease in current assets by 5.4% is
mainly due to the relative decrease in in-
ventories and receivables, compared to
the previous year, as a result of the de-
crease in the average cost of primary and
auxiliary materials, but also of the cost of
energy and the consequent reduction of
average selling prices. The reduction of
these parameters led to the reduction of
the average prices of inventories and bal-
ance of receivables.
> Inventories: € 72,003 (-5.8%)
The decrease in Inventories is mainly due
to the relatively reduced purchase pric-
es of primary and secondary materials, as
mentioned above.
Annual Financial Report as of 31.12.2023
Page 49 of 292
Amounts in thousand Euro, unless stated otherwise
The Average Inventory Turnover Days
however stood at 101 days compared to 87
days in 2022.
The Average Trade Receivables Turnover
Days stood at 67 days compared to 60 days
in 2022.
Equity
€ 277,054 (+3.4%)
Equity amounted to € 277,054, posting an
increase of 3.4% compared to 31.12.2022.
Provisions for Employee Benefits
(Net Asset)
€ 7,875
This asset is mainly due to the valuations
of the assets using the updated discount
rates. The largest share in the actuarial sur-
plus of the Group comes from Don & Low
LTD and the details of its plan are analyzed
below.
31.12.2023 31.12.2022
Present Value of
Liabilities
(102,405)
(101,252)
Present Value of
Fixed Assets
111, 8 4 0 108,355
Net Asset
Recognized in
Balance Sheet
9,435 7,103
The asset allocation of the plan is as fol-
lows:
Asset allocation 31.12.2023 31.12.2022
Mutual Funds (Stock
Market)
78,793 13,418
Mutual Funds (Bond
Market)
13,971 63,480
Mutual Funds
(Diversified Growth
Funds)
13,997 22,438
Other 5,079 9,020
Total
111,840 108,355
The assets of the plan are measured at fair
value and consist of Mutual Funds of Baillie
Gifford, Legal & General Investment Man-
agement as well as Ninety One plc.
Net Debt
€ 29,569
Net debt settled at €29,569, while on
31.12.2022 amounted to €21,457. The
Net Debt / Equity ratio stood at 0.11x on
31.12.2023 versus 0.08x on 31.12.2022. The
Group’s Net Debt / EBITDA ratio for the pe-
riod under consideration settled at 0.67x. It
is noted that on 31.12.2022 the above ratio
stood at 0.44x.
An amount of € 13,269 regarding time
bank deposits is not included in Cash
balance and therefore in Net Debt.
These Time Bank Deposits which have
been concluded during the current fis-
cal year, have a duration of more than
three months, and the relative amount
have been transferred to other receiv-
ables. Therefore, adding the Group’s
time deposits, the Group’s Net Debt
amounts to € 16.300 (compared to
€21.457 in 2022), while the value of the
Net Debt / EBITDA ratio is 0.37 (0.44 for
2022), and the value of the Net Debt/
Equity ratio is 0.06 (0.08 for 2022).
Page 50 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Short-term Liabilities
€89,449
(-3.4%)
Short-term liabilities amounted to €89,449,
compared to €92,604 on 31.12.2022, post-
ing a decrease of 3.4%, which is due to the
decrease in Suppliers and Other Current
Liabilities.
> Suppliers: € 38,462
(-5.3%)
The decrease in Suppliers is mainly due
to the gradually lower purchase prices of
primary and secondary raw materials and
therefore to the reduction of the relevant
liabilities.
The average Suppliers Turnover Ratio set-
tled at 54 days versus 57 days in 2022.
5. Financial Ratios
Following the above analysis, some basic Financial Ratios of the Group based on the Total
Operations are presented below:
Ratios Calculation 2023 2023 2022 Calculation 2022 Explanation
Capital Structure Ratios
Total Liabili-
ties/Equity
Total Liabilities: 129,210/
Equity: 277,054
0.5 0.5
Total Liabilities: 136,934/
Equity: 267,861
Relation between
Liabilities and Equity
Net Debt/
Equity
Net Debt: 29,569/
Equity: 277,054
0.11 0.08
Net Debt: 21,457/
Equity: 267,861
Relation between Debt
and Equity
Net Debt/
EBITDA
Net Debt: 29,569/
EBITDA: 44,017
0.67 0.44
Net Debt: 21,457/
EBITDA: 48,243
Relation between
Debt and Earnings
before Interest, Taxes,
Depreciation and
Amortization
Fixed Assets/
Total Assets
Fixed Assets: 221,725/
Total Assets: 406,264 0.5 0.5
Fixed Assets: 209,788/
Total Assets: 404,795
Asset Allocation
between Current and
Non-current Assets
Current Assets/
Total Assets
Current Assets: 184,539/
Total Assets:
406,264
0.5 0.5
Current Assets: 195,007/
Total Assets:
404,795
Equity/Net
Fixed Assets
Equity: 277,054
/
Property, Plant &
Equipment:
177,670
+
Right-of-use Assets:
3,154
1.5 1.6
Equity: 267,861
/
Property, Plant &
Equipment:
169,218
+
Right-of-use Assets:
2,521
The level of nancing of
the Tangible Assets from
the Equity
Leverage Ratios
Equity/Total
Assets
Equity: 277,054/
Total Assets:
406,264
0.7 0.7
Equity: 267,861/
Total Assets: 404,795
Relation between Equity
and Total Assets
Annual Financial Report as of 31.12.2023
Page 51 of 292
Amounts in thousand Euro, unless stated otherwise
Ratios Calculation 2023 2023 2022 Calculation 2022 Explanation
Interest
Coverage
EBIT TOTAL:
20,663/
Interest & related
(Expense)/Income:
2,550
8.1 14.4
EBIT TOTAL:
27,391/
Interest & related
(Expense)/Income):
1,901
Interest Income –Interest
Expense Coverage from
Operating Earnings
(ΕΒΙΤ)
Liquidity Ratios
Current Ratio
Total Current Assets:
184,539/
Total Short-term
Liabilities: 89,449
2.1 2.1
Total Current Assets:
195,007/
Total Short-term
Liabilities: 92,604
Total Current Assets/Total
Short-term Liabilities
Acid Test Ratio
Total Current Assets:
184,539- Inventories:
72,003/
Total Short-term
Liabilities: 89,449
1.3 1.3
Total Current Assets
195,007
- Inventories:
76,415/
Total Short-term
Liabilities:
92,604
(Total Current Assets -
Inventories)/Total Short-
term Liabilities
Prot Margins (%)
Gross Prot
Gross Profit: 77,069/
Total Turnover : 345,373
22.3% 21.4%
Gross Profit: 84,263/
Total Turnover: 394,382
Gross Prot/
Total Turnover
EBITDA
EBITDA: 44,017/
Total Turnover: 345,373
12.7% 12.2%
EBITDA: 48,243/
Total Turnover: 394,382
EBITDA/
Total Turnover
Adjusted
EBITDA
Adjusted EBITDA:
44,017/
Total Turnover: 345,373
12.7% 12.4%
Adjusted EBITDA:
48,850/
Total Turnover: 394,382
Adjusted EBITDA/
Total Turnover
Earnings before
Taxes
Earnings before Taxes:
21,336/
Total Turnover: 345,373
6.2% 8.1%
Earnings before Taxes:
32,052/
Total Turnover: 394,382
Earnings before Taxes/
Total Turnover
Earnings after
Taxes and Non
Controlling
Interest (NCI)
Earnings after Taxes and
NCI: 17,767/
Total Turnover: 345,373
5.1% 6.5%
Earnings after Taxes and
NCI: 25,742/
Total Turnover :394,382
Earnings after Taxes and
NCI/
Total Turnover
Receivables and Payables (in days) total
Average
Receivable
Days
[(Receivables 2023:
62,179+
Receivables 2022:
64,769)/2]
/
Turnover 2023:
345,373*365 days
67 60
[(Receivables 2022:
64,769
+
Receivables 2021:
64,547)/2]
/
Turnover 2022:
394,382
*365 days
[(Receivables 2023+
Receivables 2022)/2]/
Turnover 2022*365 days
Page 52 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Ratios Calculation 2023 2023 2022 Calculation 2022 Explanation
Average
Inventory Days
[(Inventories 2023:
72,003
+Inventories 2022:
76,415)/2]
/
Cost of Sales 2023:
268,304 *365 days
101 87
[(Inventories 2022:
76,415
+Inventories 2021:
71,835)/2]
/
Cost of Sales 2022:
310,119
*365 days
[(Inventories 2023+
Inventories 2022)/2]
/Cost of Sales 2022*365
days
Average
Suppliers Days
[(Suppliers 2023:
38,462+
Suppliers 2022:
40,630)/2]
/Cost of Sales 2023:
268,304 *365 days
54 57
[(Suppliers 2022:
40,630+
Suppliers 2021:
55,441)/2]
/Cost of Sales 2022:
310,119
*365 days
[(Suppliers 2023
+Suppliers 2022)/2]
/Cost of Sales 2022*365
days
Consolidated Statement of Cash Flows
In terms of consolidated cash flows, the Group recorded cash and cash equivalents of
€27,801 on 31.12.2023 compared to €39,610 on 31.12.2022.
CASH FLOWS 31.12.2023 31.12.2022
EBITDA*
44,017 48,243
Non cash and non-operating movements
(752) (2,083)
Change in working capital 7,759 (26,379)
Cash Flows from Operating Activities 51,024 19,781
Interest, Income Taxes & other financial expenses paid
(4,426) (6,758)
Total inflows/outflows from operating activities 46,598 13,023
Investing activities
(26,670) (36,502)
Financing activities
(32,190) 1,003
Net increase/(decrease) in cash and cash equivalents (12,262) (22,476)
Cash and cash equivalents at beginning of period
39,610 63,240
Effect from changes in foreign exchange rates on cash
reserves
453 (1,154)
Cash and cash equivalents at end of period 27, 801 39,610
* Refers to Total Operations
It is noted that Cash and cash equivalents do not include an amount of € 13,269 that
concerns time deposits, which have been concluded during the current fiscal year, with
a duration of more than three months and the amount have been transferred to other
receivables.
Annual Financial Report as of 31.12.2023
Page 53 of 292
Amounts in thousand Euro, unless stated otherwise
In the context of its decision making con-
cerning the financial, operating and stra-
tegic planning as well as the evaluation
of its performance, the Group utilizes Al-
ternative Performance Measures (APM).
These indicators mainly serve the better
understanding of the financial and operat-
ing results of the Group, its financial posi-
tion as well as its cash flow statement. The
Alternative Performance Measures (APM)
should be always taken into account in line
with the financial statements which have
been prepared according to the Interna-
tional Financial Reporting Standards and
in no case the APM replace the above.
Alternative Performance Measures
In the analysis of the developments and
the performance of the Group, ratios such
as the EBIT and the EBITDA are utilized.
SECTION 7: Definition and Reconciliation of Alternative Performance Measures (APM)
ΕΒΙΤ
(The indicator of earn-
ings before financial and
investing activities as
well as taxes)
The EBIT serves the better analysis of the Group’s operating
results and is calculated as follows: Turnover minus Cost of
Sales plus other operating income minus the total operating
expenses, before the financial and investing activities and
taxes. The EBIT margin (%) is calculated by dividing the EBIT by
the total turnover
EBITDA
(The indicator of oper-
ating earnings before
financial and investing
activities as well as
depreciation, amortiza-
tion, impairment and
taxes)
The EBITDA serves the better analysis of the Group’s operating
results and is calculated as follows: Turnover minus Cost of
Sales plus other operating income minus the total operating
expenses before the depreciation of tangible assets, the
amortization of grants and the impairments, as well as before
the financial and investing activities and taxes. The EBITDA
margin (%) is calculated by dividing the EBITDA by the Turnover.
Adjusted EBITDA
(The adjusted indicator
of operating earnings
before financial and in-
vesting activities as well
as depreciation, amorti-
zation, impairment and
taxes)
The Adjusted EBITDA is the EBITDA less any restructuring,
acquisition, merger, and other non-recurring expenses that
may be realized within the period / year, as well as any non-
recurring gains (e.g. gain from the sale of property, plant and
equipment).
Net Debt
It is calculated as the sum of long-term loans plus long-term
lease liabilities plus short-term loans plus short-term lease
liabilities minus the balance of cash & cash equivalents.
Page 54 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Net Debt / Equity
It is calculated as the ratio of Net Debt (see above) to Total
Equity.
Net Debt / EBITDA It is calculated as the ratio of Net Debt (see above) to EBITDA.
The goal of the Group through its princi-
ples, policies, and strategies for sustain-
able development is to grow with respect
for society and the environment, devel-
oping solutions for a sustainable future.
Priorities include providing sustainable
products within the framework of the cir-
cular economy, increasing the use of recy-
cled raw materials, continuously reducing
waste to landfill, investing in renewable
energy sources, and designing actions
that will further reduce the environmental
footprint throughout the value chain. The
approach to sustainable development is
based on the following six principles: (1)
Support circular economy, (2) Deal with cli-
mate change, (3) Empower human capital,
(4) Contribute to society, (5) Operating with
integrity, (6) Ensure business continuity.
The Group has implemented and enforc-
es a sustainable development policy and
has developed a specific strategic plan.
The main risks and their management,
performance, and commitments within
the framework of the UN Sustainable De-
velopment Goals are described in detail in
the annual Sustainable Development and
Non-Financial Information Reports.
SECTION 8: Sustainable Development
SECTION 9: Prospects and Outlook of the Group for the Financial Year 2024
SECTION 10: Events after the Reporting Period
It is included in Section 1: «Significant events that took place during the financial year 2023»
of this Annual Report by the Bord of Directors, subparagraph II. «Prospects of the Group».
The following paragraphs present the significant event that took place after the end of
the financial year 2023 and up to the date of issuance of this Report:
Annual Financial Report as of 31.12.2023
Page 55 of 292
Amounts in thousand Euro, unless stated otherwise
Proposed Dividend for the Year 2023
The Board of Directors of the Compa-
ny, with its meeting of April 22nd, 2024,
unanimously decided to propose to the
Annual Ordinary General Meeting of
shareholders the approval of the distri-
bution (payment) of the profits of the
fiscal year that ended on 31.12.2023 and
in particular to propose the distribution
(payment) to the shareholders of a divi-
dend of a total amount of 10,250,000.00
Euros (gross amount), i.e. 0.2343314986
Euros per share (gross amount) from
the profits of the fiscal year 2023
(01.01.2023-31.12.2023), but also from
profits of previous years.
Given that the Company, pursuant to
the relevant decision of the Board of Di-
rectors dated September 25th, 2023, has
already distributed to the shareholders
the interim dividend for the fiscal year
2023 of a total amount of 3,000,000.00
Euros (gross amount), i.e. 0.0685848289
Euros per share (gross amount), the
Board of Directors will subsequently
propose to the Annual Ordinary Gen-
eral Meeting of shareholders the distri-
bution of the remaining amount of the
dividend, and in particular the amount
of 7,250,000.00 Euros (gross amount),
i.e. 0.1657466698 Euros per share (gross
amount), which gross amount per share
will be increased by the amount corre-
sponding to the treasury shares that the
Company will hold on the dividend cut-
off date (and which treasury shares are
not entitled to the payment of the div-
idend, by the provisions of article 50 of
Law 4548/2018, as applicable.)
The Annual Ordinary General Meeting
of shareholders will take the final de-
cision concerning the approval of the
above proposal.
There are no other events after the re-
porting period that have a significant
impact on the financial statements of
the Group.
Annual Financial Report as of 31.12.2023
Page 57 of 292
Amounts in thousand Euro, unless stated otherwise
SECTION 11: Corporate Governance Statement
The current Corporate Governance State-
ment is compiled according to the provi-
sions of a. 152 of L. 4548/2018, and a.18 of
L.4706/2020, as applicable at the time of
drafting of this Report, Hellenic Corporate
Governance Code, which was adopted and
applied by the Company, and the execu-
tive decisions of the Hellenic Capital Mar-
ket Commission issued by authorization
of law 4706/2020, constitutes special and
separate section of the Annual Manage-
ment Report of the Board of Directors and
contains the entire information required
by the law.
Specifically, the structure of the present
Corporate Governance Statement (here-
inafter called as “Statement” or “CGS”) is
as follows:
I. Compliance Statement with the Cor-
porate Governance Code
II. Deviations from the Corporate Gover-
nance Code
III. Corporate Governance Practices ap-
plied by the Company apart from
those stated by regulatory framework.
IV. Description of the internal control and
risk management system as regards
to the process for preparing financial
statements
V. Information regarding the Compa-
ny’s audit process (information stipu-
lated by items (c), (d), (f), (h) and (i) of
paragraph 1 of article 10 of Directive
2004/25/EC)
VI. Board of Directors and Committees
VII. General Meeting and Shareholders’
Rights
VIII. Sustainable Development Report
I. COMPLIANCE STATEMENT WITH THE
CORPORATE GOVERNANCE CODE
The Company applies the principles of
corporate governance, as they are defined
in the current legislative and regulatory
framework in general. In full and effective
compliance with the provisions of article
17 of law 4706/2020 and article 4 of De-
cision No. 2/905/03.03.2021 of the Board
of Directors of the Hellenic Capital Mar-
ket Commission, the Company proceed-
ed based on the relevant decision of the
Board of Directors dated 16.07.2021 to the
adoption and implementation of the Hel-
lenic Corporate Governance Code (here-
inafter called as the “Code”), which was
drafted by the Hellenic Corporate Gover-
nance Council in June 2021 and is available
at: http://www.esed.org.gr/code-listed,
to which (Code) the Company states that
it complies without any deviations. The
Company, by taking and applying the ap-
propriate, necessary and proper decisions
and measures, proceeded to its full, effec-
tive, substantial and timely compliance
and harmonization with the provisions
of Law 4706/2020 (Government Gazette
A136/17.07.2020), as it applies today and
under which laws substantially reformed
and updated the regulatory framework
for corporate governance, by upgrading
the required organizational structures
and corporate governance processes, in-
creasing the principle of transparency and
strengthening the confidence of share-
holders and the investors community
in general, in order for societe anonyms
whose shares are listed on the regulated
market to meet the increased demands of
the modern capital markets.
Page 58 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
ΙΙ. DEVIATIONS FROM THE CORPORATE
GOVERNANCE CODE
The Company, as mentioned above, taking
into account in each case the particulari-
ties of its organizational structure and op-
eration, decided voluntarily to adopt and
implement the Hellenic Code of Corporate
Governance. The Code is applied on the
basis of the principle “Comply or explain”,
which requires companies that comply
with the Code to either comply with all of
its provisions, or to explain substantively
the reasons for their non-compliance with
its specific practices, while the explanation
of non-compliance reasons should not be
limited to a simple reference to the prac-
tice with which the Company does not
comply, but should be justified in a specif-
ic, definite, comprehensible, meaningful,
complete and convincing manner.
The Company fully complies with all pro-
visions, specific practices and principles
defined by the Hellenic Code of Corporate
Governance. At the same time, the Com-
pany assesses on a regular basis its compli-
ance with all provisions and specific prac-
tices of the Corporate Governance Code
and proceeds with the implementation of
any appropriate, necessary mitigating ac-
tions, if this is required, in order to ensure
the full, substantial and timely compliance
and harmonization with the provisions of
the Code.
ΙΙI. CORPORATE GOVERNANCE
PRACTICES APPLIED BY THE
COMPANY APART FROM THOSE
STATED BY REGULATORY
FRAMEWORK
As regards to corporate governance is-
sues, the Company applies faithfully and
without any deviations the provisions of
laws 4548/2018, 4706/2020 and 4449/2017
as currently in force, as well as the Hellen-
ic Corporate Governance Code, the pro-
visions and regulations of which it has as
much as possible, incorporated in its Arti-
cles of Association, its Internal Operation
Rulebook, in the Rules of Procedure of
the Committees, in the Manual of Internal
Control and in all the individual proce-
dures and policies it has established and
implements.
At the present time and when the Corpo-
rate Governance Statement was drafted,
there are no applicable practices in addi-
tion to the provisions of the law. Moreover,
the Company applies the above provisions
and the Hellenic Corporate Governance
Code to the rules of procedure of its com-
mittees, in other regulations, codes, proce-
dures and policies. Finally, it is noted that
the Company is fully harmonized with the
provisions of the law 4706/2020 on corpo-
rate governance.
ΙV. DESCRIPTION OF THE INTERNAL
CONTROL AND RISK MANAGEMENT
SYSTEM OF THE COMPANY AND
THE GROUP AS REGARDS TO
THE PROCEDURE OF PREPARING
FINANCIAL STATEMENTS AND
ASSESSMENT RESULTS
The Internal Control System consists of
the functions established by the Group,
i.e. both the parent Company and all other
companies included in the consolidation,
in order to ensure the protection of its
assets, to identify and address the most
important risks it faces or may face in the
future, to ensure that the financial data on
the basis of which the financial statements
are prepared (separate and consolidated)
are correct, true and accurate, and also to
Annual Financial Report as of 31.12.2023
Page 59 of 292
Amounts in thousand Euro, unless stated otherwise
ensure that the laws and the applicable
regulatory framework are applied, as well
as the principles the procedures and the
policies adopted by the Management.
For the development of this System, the
Management of the Group, has reviewed
and implemented various Policies, Proce-
dures and Rules, which have been includ-
ed in its Internal Operation Rulebook.
Its implementation covers the Manage-
ment of Potential Risks in relation to the
process of drafting Financial Statements
(separate and consolidated) in the follow-
ing three (3) areas:
1. Entity level controls applied by the
Company and each of the other com-
panies included in the consolidation
at a parent level,
2. Financial reporting process controls
implemented by both the Company
and all other companies included in
the consolidation during the process
of drafting financial statements, sepa-
rate and consolidated,
3. IT controls embedded into the infor-
mation systems applied by the Com-
pany as well as all other companies
included in the IT systems framework.
Specifically:
1) Entity level controls
Role and Responsibilities of the Board of
Directors: The Board of Directors decides
on any action that concerns management
of the Company, management of its assets
and in general on anything that relates to
the achievement of its objective and the
promotion of its business activities.
Additionally, the Board of Directors:
• Determines the main responsibilities
and the objective of each Division, so
that the CEO can then assign to each
Director the responsibility of allocat-
ing the above to his/her subordinates.
• Proposes to the General Meeting of
Shareholders the appointment of the
Company’s External Auditors, follow-
ing a proposal by the Audit Commit-
tee, and the determination of their
remuneration.
• Is responsible to prepare a report with
detailed transactions of the Company
with its related parties, which is dis-
closed to the regulatory authorities.
• Is responsible for the preparation of
the Remuneration Report according
with article 112 of Law 4548/2018.
Preparation of Budget and Monitoring
its Implementation at the Board of Di-
rectors level: The Annual Budget, which
is also a guide for the Group’s financial
development, is prepared on an annual
basis (consolidated and also per segment/
subsidiary) and is presented to the Com-
pany’s Board of Directors for approval. The
reports with the actual financial results are
issued periodically, accompanied by the
condensed reports including the expla-
nations of deviations and are discussed at
the Board level.
Internal Operation Rules: The Compa-
ny’s Internal Operation Rulebook is also
the manual for its Internal Control System,
which among others includes the follow-
ing:
• Description and guidance on manag-
ing the different operations
• Control points in stand-alone proce-
dures
• Delegation of responsibilities
Page 60 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
• Authorizations and limits of expense
approvals
• Instructions for Controls on the main
sections of the Internal Control Sys-
tem.
The adequacy of the Internal Control Sys-
tem is monitored on a systematic basis
by the Audit Committee through regular
meetings that take place with the Inter-
nal Audit and the Risk and Compliance
Management Department in the context
of monitoring the Annual Audit Program
for the Company and the Group, which
is prepared based on the relevant risk as-
sessment.
2) Financial reporting process controls
In order to ensure fully and adequately
that the financial data, based on which the
financial statements of both the Company
and the Group (annual and quarterly finan-
cial statements) are correct, true and accu-
rate, the Company applies specific control
procedures that include the following:
• The postings from the Company’s ac-
counting department are performed
based on a specific process that en-
sures the authenticity and genuine-
ness of the documents (electronic and
paper) and requires all documents to
carry the respective signed approvals.
• The Company maintains a Fixed Asset
Register in the Fixed Assets sub-sys-
tem and applies depreciation rules ac-
cording to the International Financial
Reporting Standards and Tax Rules in
effect.
• The Accounting Department carries
out periodic reconciliation of balances
of payroll, customers, suppliers’ ac-
counts, VAT, etc.
• The Group prepares the consolidated
budget on an annual basis. Each sub-
sidiary prepares its corporate budget
in alignment with the objectives of the
Group. These budgets shall be sub-
mitted to the Board of Directors of the
Company for approval.
• Each month a detailed financial re-
sults presentation is prepared per
segment/subsidiary and on a consoli-
dated Group level. This presentation is
submitted to the Company’s Manage-
ment.
• Companies that constitute the Group
follow common accounting standards
and procedures in line with the In-
ternational Financial Reporting Stan-
dards (IFRS).
• At the end of each period, the ac-
counting standards of the parent and
subsidiary companies prepare their
financial statements according to
the International Financial Reporting
Standards (IFRS).
• The Statutory departments of the
Group collect all the necessary data
from subsidiaries, consolidation en-
tries are applied, and the financial
statements of the Group are prepared
according to the International Finan-
cial Reporting Standards (IFRS).
• There are specific financial statements
closing processes, which include
deadlines for submission, responsibil-
ities and update on the required ac-
tions.
• The financial statements are audited
by Chartered Auditors-Accountants
whose work is monitored by the Au-
dit Committee, which then proposes
their approval to the Company’s Board
of Directors.
Annual Financial Report as of 31.12.2023
Page 61 of 292
Amounts in thousand Euro, unless stated otherwise
• The Departments of Internal Audit
and Risk & Compliance periodically
perform audits to confirm the accura-
cy, completeness, and correctness of
financial statements.
3) IT controls
The Group IT Department is responsible
for supporting the Group’s and the Com-
pany’s IT applications. This Department
has established robust IT controls frame-
work, which ensures the support of the
short-term and also the long-term objec-
tives of the Company and the Group.
All applicable procedures are described
in detail by the Company’s Internal Op-
eration Rulebook. It is noted that all the
companies of the Group follow the Group
Policies Manual and fully comply with its
basic principles, rules, and procedures, in
order to ensure the reliable and adequate
implementation of the control of informa-
tion systems of all companies within the
Group. The most important of these pro-
cedures are listed below:
• Back Up process (in Hardware): Ac-
cording to the Operation Rulebook,
the IT Service is required to develop
the appropriate infrastructure and
maintain an alternative information
system to replace the system/applica-
tions in use, in case of damage in the
Company’s and the Group’s central IT
system.
• Safekeeping (Confidential) of the
Company’s and the Group’s Electronic
Files: The IT Department applies the
appropriate systems that ensure the
“non” leakage of the Company’s and
the Group’s IT data.
• Files of the Central System: Particular
emphasis is given to the access of the
data room where the Central System is
hosted, which is provided only to IT
authorized employees by the Admin-
istrator. The access is controlled ade-
quately and at regular basis.
• In addition to the main systems/plat-
forms of the Company and the Group
(e.g., ERP-SAP, Consolidation Platform,
etc.), cloud infrastructures (Microsoft
Azure) are leased, after ensuring that
they adhere to the strictest security
protocols.
• Files –Software of the Peripheral Sys-
tems: Access to files and system soft-
ware is granted to specific individuals
with the use of personal passwords.
• Processes for Security of the Central
and Peripheral Systems: In the context
of protecting the Group’s IT system,
and taking advantage of the latest
technology available, the IT Depart-
ment applies advanced security prac-
tices, such as antivirus security soft-
ware, e-mail security, firewalls etc.
The Audit Committee of the Company
monitors continuously and systematically
the adequacy of the Company’s Internal
Control System, given that:
• It has approved the Company’s Inter-
nal Operation Rulebook which has
incorporated the appropriate Policies,
Processes and Rules that comprise the
Internal Control System applied by the
Company, including Group’s Policies
Manual, which concerns the common
policies and procedures applied by
the subsidiaries.
• The members of the Company’s Audit
Committee as well as the Members of
the Board of Directors are recipients of
the reports prepared by the Compa-
ny’s Internal Audit Unit and the Regu-
Page 62 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
latory Compliance & Risk Management
Department of the Company. In these
reports, the Company and the Group’s
operations are assessed as well as the
adequacy of Internal Control Systems
applied.
Assessment of the Internal Control
System
According to article 14 par. 3 case j of Law
4706/2020 and nr. 1/891/ 30.9.2020 deci-
sion of the Board of Directors of the Hellen-
ic Capital Market Commission, as amended
by nr. 2/917/17.6.2021 decision of the Board
of Directors of the Hellenic Capital Market
Commission as in force, a periodic assess-
ment of the Internal Control System of the
Company took place with a reporting date
of 31.12.2022 and a reporting period from
the commencement of the effectiveness
of article 14 of Law 4706/2020 (17.07.2021),
particular as to the adequacy and effec-
tiveness of the financial information, on an
individual and consolidated basis, in terms
of risk management and regulatory com-
pliance, in accordance with recognized
compliance and internal control standards,
as well as the implementation of the pro-
visions on corporate governance of Law
4706/2020.
This assessment was carried out by an in-
dependent auditor who meets the pro-
visions of Law 4706/2020 and the above-
mentioned decision of the Hellenic Capital
Market Commission’s Board of Directors,
in accordance with the relevant policy /
procedure, for the periodic assessment of
the Company’s Internal Control System.
In specific, the registered in Public Regis-
try of article 14 of Law 4449/2017 auditing
Company PRICEWATERHOUSECOOPERS
Auditing Company SA (AM SOEL 113) was
appointed pursuant to the decision of
the Board of Directors of the Company of
11.03.2022, following the relevant propos-
al of the Audit Committee of the Company
of 08.03.2022, together with the Board of
Directors’ decision dated 16.07.2021, which
determined the significant subsidiaries
included in the scope of the assessment
(namely, Thrace Nonwovens & Geosyn-
thetics S.A, Thrace Plastics Pack S.A. and
Don & Low Ltd Scotland).
The scope of the assessment, which was
decided by the Board of Directors of the
Company, includes all the topics of the
assessment as described in chapter ii.b of
the decision 1/891/30.09.2020 of the Board
of Directors of the Hellenic Capital Market
Commission. More specifically, the scope
of the assessment included the Control En-
vironment, the Risk Management frame-
work, the Control Activities, the Informa-
tion and Communication framework and
the Internal Controls System Monitoring.
The assessment of the Internal Control Sys-
tem was conducted by Mr. Evangelos Veni-
zelos, Chartered Auditor-Accountant (SOEL
Reg.Nr.39891), in PRICEWATERHOUSECOO-
PERS Auditing Company SA, with a refer-
ence date of 31.12.2022.
According to the “Internal Control System
Adequacy and Effectiveness Assessment
Report” dated 20.03.2023 of the afore-
mentioned Auditing Company, which was
submitted to the Company after the com-
pletion of the assessment of the Compa-
ny’s Internal Control System, based on the
work carried out, as well as the evidence
obtained, regarding the assessment of the
adequacy and effectiveness of the Inter-
nal Control System of the Company and
its significant subsidiaries with a reference
date of 31.12.2022, nothing that could be
considered a material weakness of the
Company’s Internal Control System and
its significant subsidiaries has come
to the auditing Company attention, in
Annual Financial Report as of 31.12.2023
Page 63 of 292
Amounts in thousand Euro, unless stated otherwise
accordance with the Regulatory Frame-
work (article 14 par. 3 par. j’ and par.
4 of Law 4706/2020, Decision of the
Board of Directors of the Capital Mar-
ket Commission nr. 1/891/30.09.2020,
as amended by the decision of the
Board of Directors of the Capital Mar-
ket Commission nr. 2/917/17.06.2021 as
in force).
Therefore, due to the absence of any mate-
rial findings, there is no need to apply the
provisions of section ii. c of the Decision
No 1/891/30.9.2020 of the Board of Direc-
tors of the Hellenic Capital Market Com-
mission, as amended by the decision No
2/917/17.6.2021 of the Board of Directors of
the Hellenic Capital Market Commission as
in force, and paragraph Α of the letter No
425/21.02.2022 of the LISTED COMPANIES
DIVISION, (Listed Companies Supervision
Department) of the Hellenic Capital Mar-
ket Commission with subject: “Highlights,
clarifications and recommendations re-
garding the actions of listed companies
in view of the publication of the Annual
Financial Reports and the implementa-
tion of Law 4706/2020 “Corporate gover-
nance of joint-stock companies, modern
capital market, incorporation into Greek
legislation of Directive (EU) 2017/828 of
European Parliament and of the Council,
measures to implement Regulation (EU)
2017/1131 and other provisions” do not
apply. Those regulations and guidelines
require that the Corporate Governance
Statement must include a response by the
Company’s Management for the signifi-
cant deficiencies, including a brief refer-
ence to the action plans and the relevant
timetable in place to resolve them, as well
1 This subject area is partially covered by the assessment that took place during the previous
year by Mr. Evangelos Venizelos, Chartered Auditor-Accountant (SOEL Reg.Nr.39891), in
«PRICEWATERHOUSECOOPERS Auditing Company SA» (SOEL Reg.Nr.113) with a reference date of
December 31, 2022 and includes the significant subsidiaries of the Company.
as a brief reference to the actions taken by
the Company during the reporting year to
resolve the deficiencies in question, based
on the aforementioned action plan.
Assessment of the Corporate
Governance System
In accordance with article 4 par. 1 of Law
4706/2020 as currently in force, and in
compliance with the above regulatory
framework, an assessment of the Com-
pany’s Corporate Governance System
was carried out, with a reference date of
31.12.2023 and a reference period from
the entry into force of article 4 of Law
4706/2020 (17.07.2021).
According to the detailed definition of ar-
ticle 13 of Law 4706/2020, the Corporate
Governance System includes the internal
control system, the prevention, identifica-
tion and suppression of conflict of interest
cases, mechanisms to facilitate the exer-
cise of shareholders’ rights and finally the
remuneration policy
The following areas were examined/
assessed within the content of the as-
sessment of the Corporate Governance
System:
a) The adequacy and effectiveness of
the Internal Control System
1
(of Hold-
ing Company and its significant sub-
sidiaries), in particular with regard to
the adequacy and effectiveness of fi-
nancial reporting, on an stand-alone
and consolidated basis, in terms of risk
management and regulatory compli-
ance, in accordance with well-estab-
lished assessment and internal control
Page 64 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
standards, as well as the application of
the corporate governance provisions
of Law 4706/2020.
The scope of the assessment, as de-
cided by the Board of Directors of the
Company, included all the areas of the
assessment, as described in chapter
ii.b of the decision 1/891/30.09.2020
of the Board of Directors of the Capital
Market Commission. More specifically,
the scope of the assessment includ-
ed the Control Environment, the Risk
Management framework, the Control
Activities, the Information and Com-
munication framework and the Inter-
nal Control System Monitoring.
b) The adequacy and effectiveness of the
procedures for the prevention, detec-
tion and suppression of situations of
conflict of interest.
c) The adequacy and effectiveness of the
communication mechanisms with the
shareholders, in order to facilitate the
exercise of their rights and the active –
constructive dialogue.
d) The remuneration policy, in order to
ascertain whether it actually serves
the business strategy, the long-term
interests of the Company and its
sustainability.
e) The adequacy of the Company’s Oper-
ating Regulations in accordance with
article 14 of Law 4706/2020 .
f) Any deviations from the use of funds
raised in accordance with article 22 of
Law 4706/2020 (if applicable)2.
g) The disposal of any assets of the Com-
pany in accordance with article 23 of
Law 4706/20202, and finally
2 The above items e) to h) are specific subject areas, not included in the narrow core of the CGS,
however they are assessed as necessary in view of the formulation of a. 4 par. 1 (referring to the CGS,
provisions 1-24 of Law 4706).
h) The degree of compliance of the Com-
pany with the Hellenic Corporate Gov-
ernance Code (HCGC) of the Hellenic
Corporate Governance Council adopt-
ed and applied by the Company
2
.
This assessment was carried out by the
Secretary of the Board of Directors with
the assistance of the Regulatory Compli-
ance & Risk Management Unit and the
Audit Committee, as defined by virtue of
the decision of the Board of Directors of
the Company dated 03.11.2023, following
the relevant recommendation of the Audit
Committee of the Company to the Board
of Directors dated 25.10.2023.
According to the “Report on the Assess-
ment of the Adequacy and Effectiveness
of the Corporate Governance System” dat-
ed 26.03.2024, which was disclosed to the
Board of Directors of the Company regard-
ing the work carried out: “The Company
has adopted and implements a complete,
adequate and effective Corporate Gover-
nance System taking into account the size,
nature, scope and complexity of its activ-
ities and which includes everything pro-
vided for by the current legislation.” The
above results are another confirmation
that the Company is in continuous compli-
ance with the current legislative and regu-
latory framework that governs its Internal
Control System and Corporate Governance
System for the purpose of their lawful and
smooth operation.
Following the above, and after the end of
the Company’s fiscal year 2023 (01.01.2023-
31.12.2023), the Board of Directors con-
ducted an annual review of the corporate
strategy, the main business risks facing
the Company in the industry in which
Annual Financial Report as of 31.12.2023
Page 65 of 292
Amounts in thousand Euro, unless stated otherwise
it operates and the internal control sys-
tems it applies, and its findings were the
following:
• the Company’s strategy and the busi-
ness plan are implemented properly
and according to the planning of the
individual Divisions, in order for the
Company to continue to stand out for
the promotion of innovative products
that meet the constantly evolving and
most demanding needs of its custom-
ers, creating value for its people, con-
tributing to the local community and
building relationships of trust,
• The main business and financial risk
areas of the Company as well as the
issues that may have a significant im-
pact on the financial statements of the
Company and Group, have been re-
ported in detail in the relevant Section
of the Board of Directors Report,
• The internal audit is carried out in
accordance with the current legisla-
tive and regulatory framework and
the principles of the Code of Ethics
and covers the main activities of the
Company, in order to assess in time
any deficiencies, errors, weaknesses
and possible fraud that may result in a
misappropriation and/or loss of assets
and verify the credibility of the entity’s
financial figures.
Non-audit services provided by the
external auditor
The Auditing Company, which is in charge
of carrying out the mandatory audit (or
review where applicable) of the annu-
al and semi-annual financial statements
(stand-alone and consolidated), as well as
the issuance of the tax certificate, provid-
ed to the Company the following non-au-
dit services during the closing year 2023
(01.01.2023-31.12.2023):
(a) Report on the determination of Re-
search and Development (R&D) ex-
penses and their amount carried
out by the Company for the period
01/01/2022 to 31/12/2022, based on
the provisions of article 22a and of the
joint ministerial decision 100335/2019.
(b) Report on agreed upon procedures
regarding “Certificate of Conformity”
of “Thrace NonWovens & Geosynthet-
ics S.A.” to “EUROBANK SA” and “AL-
PHA BANK” and “NATIONAL BANK OF
GREECE SA” on 31.12.2022.
(c) Report on agreed upon procedures re-
garding the “Certificate of Conformity
of “Thrace Polyfilms SA” to “National
Bank of Greece SA” on 31.12.2022.
(d) Technical support on the compliance of
Thrace Polybulk A.S. with the Norwe-
gian tax and accounting framework.
(e) Participation in a seminar on the basic
financial figures used by modern HR
Departments to monitor the organiza-
tion and make their decisions (HR Met-
rics & Analysis).
However, the fact that the Auditing Com-
pany provided the above (non-audit) ser-
vices had no effect, direct or indirect, on
the independence, objectivity, integrity,
reliability and effectiveness of the statu-
tory audit, as the provision of the specific
services took place from a completely dif-
ferent team of the said Auditing Compa-
ny and from other persons, who have no
involvement and participation (direct or
indirect) in the process of conducting the
statutory audit of the financial statements
(annual and semi-annual, stand-alone and
consolidated) where appropriate, or were
performed under adequate safeguards
and rules and by nature these services can-
not jeopardize their independence, which
is additionally ensured by the strict inter-
nal procedures and protocols applied by
the Auditing Company itself.
Page 66 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
All the above non-audit services were ap-
proved by the Audit Committee.
V. INFORMATION REGARDING THE
COMPANY’S CONTROL FRAMEWORK
INFORMATION OF ITEMS C, D,
F, H AND I OF PARAGRAPH 1 OF
ARTICLE 10 OF DIRECTIVE 2004/25/EC
OF THE EUROPEAN PARLIAMENT AND
THE COUNCIL, OF 21
ST
APRIL 2004.
Significant direct or indirect sharehold-
ings (including indirect shareholdings
through pyramid structures or cross-par-
ticipation) according to the definition of
article 85 of Directive 2001/34/ΕC
As regards to significant shareholdings in
the share capital and voting rights of the
Company, according to the definition of
article 85 of Directive 2001/34/EC and the
provisions of articles 9 up to 11 of Law
3556/2007, the shareholders of the Com-
pany with percentages above 5%, as of
31.12.2023, are:
LAST NAME NAME
SHARES IN
J.I.A.*
SHARES OUT
OF J.I.A.*
TOTAL SHARES
VOTING
RIGHTS
Chalioris Konstantinos 41.15% 2.14% 43.29% 43.29%
Chaliori Effimia - 20.85% 20.85% 20.85%
Chalioris Alexandros 20.58% 0.48% 21.06% 0.48%
Chalioris Stavros 20.58% 0.48% 21.06% 0.48%
* the relevant announcement was posted
on the Company’s website on March 10,
2023 and it mentions:
Mr. Konstantinos Chalioris, shareholder
and Chairman of the Board of Directors
of the Company, transferred from his
individual share, to two “Joint Investor
Shares” (KEM), the first one jointly creat-
ed with his son Alexandros Chalioris and
the second one jointly created with his
son Stavros Chalioris (himself being the
first beneficiary in both “Joint Investor
Shares”), a total of 18,000,983 common
registered shares with voting rights, i.e.
a percentage of 41.153% of a total of
43,741,452 common registered shares
with voting rights of the Company.
However, following the above, there was
absolutely no change in the number and
percentage of shares and voting rights
controlled by Mr. Konstantinos Chalioris,
who holds a total of 18,936,558 common
registered shares with voting rights of
the Company (and the same number of
voting rights) a percentage of 43.292%.
More specifically, he holds 18,000,983
common registered shares through the
aforementioned “Joint Investor Share”
and 935,575 common registered shares
with voting rights (percentage 2.139%)
through his individual share.
2. Mr. Stavros Chalioris, son of Konstanti-
nos, due to his participation in the afore-
mentioned “Joint Investor Share” (which
he holds jointly with Konstantinos
Chalioris) holds 9,000,491 common reg-
istered shares of the Company (percent-
age 20.577%), while he already holds
212,071 common registered shares with
voting rights (percentage 0.484%) in his
individual share and,
3. Mr. Alexandros Chalioris, son of
Annual Financial Report as of 31.12.2023
Page 67 of 292
Amounts in thousand Euro, unless stated otherwise
Konstantinos, due to his participation
in the aforementioned “Joint Inves-
tor Share” (which he holds jointly with
Konstantinos Chalioris) holds 9,000,492
common registered shares of the Com-
pany (percentage 20.577%), while he al-
ready holds 212,071 common registered
shares with voting rights (percentage of
0.484%) in his individual share
.
No other individual or legal entity has a
shareholding of more than 5.00% of the
Company’s share capital and voting rights.
Data regarding the number of shares and
voting rights of individuals owning sig-
nificant shareholdings, has been derived
by the Shareholders’ registry kept by the
Company and the notifications made to
the Company by the shareholders accord-
ing to Law (and MAR).
Owners of any type of titles that pro-
vide special control rights and descrip-
tion of such rights.
There are no securities, including the Com-
pany’s shares that provide owners with
special control rights.
Any kind of limitations on voting rights,
such as limitations on voting rights of
owners that hold a specific percent-
age or number of votes, the exercise
deadlines for voting rights, or systems
through which, with the cooperation
of the Company, financial entitlements
that derive from the titles are distin-
guished from the ownership of the
titles.
The Company’s Articles of Association pro-
vides no limitations to voting rights deriv-
ing from its shares.
Rules governing the appointment and
replacement of the Board members as
well as the amendments of the Articles
of Association.
The rules included in the Company’s Ar-
ticles of Association, both as regards to
the appointment and the replacement
of Board Members and as regards to its
amendments, do not differ from those
stated by the L. 4548/2018 as it is in effect.
The authorities of Board members, spe-
cifically as regards to the ability to issue
or buy-back shares.
There is no specific statutory authority
granted to the Board of Directors or some
of its members for the issuance of new
shares or the purchase of treasury shares
according to article 49 of law 4548/2018.
The relevant power and responsibility are
given to the Company’s Board of Direc-
tors by virtue of a relevant decision of the
Shareholders General Meeting.
In accordance with this framework, the
Annual Ordinary General Meeting of the
shareholders of 24 May 2023 decided by
majority the approval of Company’s shares
buy-back program in accordance with the
provisions of article 49 of L. 4548/2018, as
in force, and in particular approved the
purchase within a period of twenty-four
(24) months from the date of adoption
of this resolution, namely no later than
24.05.2025, of a maximum of 4.341.876
common, registered shares, (including and
specifically aggregated in relation to the
above limit of the total of the Company’s
own shares already held within the frame-
work of previous share buy-back pro-
grams) with a purchase price range from
fifty eurocents (€ 0.50) per share (mini-
mum price) to ten Euro (€ 10,00) per share
(maximum price).
Page 68 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
VI. BOARD OF DIRECTORS AND
COMMITTEES
1) Composition of the Board of
Directors
According to article 7, paragraph 1 of its
Articles of Association, as in force after its
amendment by the Extraordinary Gener-
al Meeting of Shareholders on 19 March
2019, for the purpose of harmonization
with the provisions of Law 4548/2018
and as amended by the Ordinary General
Meeting of May 24, 2023, the Company is
managed by a Board of Directors (here-
after called as “the Board of Directors”)
which consists of seven to fifteen (7-15)
members. The members of the Board of
Directors are elected by the General Meet-
ing of shareholders, may be shareholders
or not and have a five-year term, which is
extended until the expiration of the term
within which the next Ordinary General
Meeting must convene and until a relevant
decision is taken, but in any case, should
not exceed a six-year term.
• In case of resignation, death or in any
other way loss of the capacity of the
membership of one or many members
of the Board of Directors, the remain-
ing members may either elect mem-
bers of such in replacement of the
above or may continue the manage-
ment and representation of the Com-
pany without any replacement, with
the condition that the number of the
remaining members is not less than
half of the number of members during
the time such events occurred. In no
case, the Board members are allowed
to be less than three (3).
• Without prejudice to the provisions of
Corporate Governance law 4706/2020
in case of electing a replacement, the
decision for the election is subject to
the disclosure requirements of article
13 of L. 4548/2018, as currently in ef-
fect, and is announced by the Board of
Directors at the next General Meeting,
which can even replace those elected,
even if the relevant issue had not been
included in the General Meeting agen-
da.
• The actions of the elected temporary
replacement are valid even if the Gen-
eral Meeting does not validate his/her
election or even if it has elected or not
another permanent member of the
Board.
• The term of the new Board member is
terminated when and whenever the
term of the replaced member would
have been terminated.
The Extraordinary General Meeting of
Shareholders of 11 February 2021 elected
a new 11-member Board of Directors for a
5-year term, i.e. until 11/02/2026, extended
until the date of the next Ordinary Gener-
al Meeting and until a relevant decision is
being made, consisting of the following
members:
1. Konstantinos Chalioris of Stavros,
2. Theodoros Kitsos of Konstantinos,
3. Dimitrios Malamos of Petros,
4. Vassilios Zairopoulos of Stylianos,
5. Christos Shiatis of Panagiotis,
6. Christos-Alexis Komninos of Konstan-
tinos,
7. Petros Fronistas of Christos,
8. Georgios Samothrakis of Panagiotis,
9. Myrto Papathanou of Christos,
10. Spyridoula Maltezou of Andreas and
11. Nikitas Glykas of Ioannis.
Furthermore, during the Annual Ordinary
Annual Financial Report as of 31.12.2023
Page 69 of 292
Amounts in thousand Euro, unless stated otherwise
General Meeting of shareholders of May,
25, 2022, (Topic 12th) the election of Mr.
Athanasios Dimiou of Georgios, as the new
non-executive member of the Board of Di-
rectors in the position and for the remain-
ing of the term (i.e. until 11.02.2026) of the
resigned non-executive member Mr. Pet-
ros Fronistas of Christos was announced
to the body of shareholders in accordance
with the provisions of article 82 par. 1 of
law 4548/2018, as in force.
The abovementioned election took place
during the meeting of the Board of Direc-
tors of the Company on July 28, 2021 and
following the relevant nomination of the
Remuneration and Nominations Commit-
tee of the Company and in full compliance
and alignment with the suitability (individ-
ual and collective) and diversity principles
and criteria adopted and implemented by
the Company. Following the above, the
Board of Directors of the Company was re-
constituted into a body for the remainder
of its term, namely until 11.02.2026.
The minutes of the Board of Directors
meeting held on 28.07.2021 with subject
the replacement of the resigned, were
registered in the General Commercial Reg-
ister (G.E.M.I.) on 03.08.2021 with Registra-
tion Code 2596045, issued with protocol
number 2415279/03.08.2021 following the
relevant announcement of the Ministry
of Development and Investment (Gener-
al Secretariat of Commerce & Consumer
Protection, General Directorate of Market,
Directorate of Companies, Department of
Supervision of Listed SAs & Sports SA).
It should be underlined that at the time
of drafting this Report there are not any
changes regarding the independent
non-executive members of the Company’s
Board of Directors, who were appointed
in the Extraordinary General Meeting of
Shareholders on February 11, 2021. The
non-executive members of the Board of
Directors are: 1) Theodoros Kitsos of Kon-
stantinos, 2) Georgios Samothrakis of Pa-
nagiotis, 3) Myrto Papathanou of Christos,
4) Spyridoula Maltezou of Andreas and 5)
Nikitas Glykas of Ioannis, who all meet in
their entirety the independence require-
ments and criteria set forth by the current
legislative framework (article 9, par.1 and 2
of Law 4706/2020), namely:
(a) They do not hold directly or indirectly
a percentage of voting rights greater
than 0.5% of the Company’s share cap-
ital and
(b) They are free from any dependent re-
lationship with the Company or per-
sons affiliated with it and do not main-
tain any financial, business, family, or
other relationship, which may affect
their decisions and their independent,
objective and fair judgment.
The Company has adopted and imple-
ments the Procedure for Ensuring Inde-
pendence and Disclosure of Dependent
Relationships of the Independent Non-Ex-
ecutive Members of the Board of Direc-
tors in accordance with the current legal
framework. The purpose of this Procedure
is to ensure that the Independent Non-Ex-
ecutive Members of the Board of Directors
meet throughout their term the criteria
of independence and any dependent re-
lationships of themselves or persons who
have close relations with these persons are
duly and timely notified to the Company.
The Board of Directors take all the nec-
essary measures to ensure compliance
with the above Independence Criteria.
The Board of Directors with the support
of the Remuneration and Nominations
Committee and the Regulatory Compli-
ance Department reviews the fulfilment
of the Independence Criteria of the Inde-
Page 70 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
pendent Non-Executive Members at least
annually per financial year and before the
publication of the annual Financial Report,
which includes the relevant verification. In
the event that during the audit of the ful-
filment of the independence criteria or in
case at any time it is ascertained that the
independence criteria have ceased to exist
in the person of any Independent Non-Ex-
ecutive Member or this Member makes a
relevant statement to the Company, the
Board of Directors takes the appropriate
steps to replace him/her without delay, fol-
lowing a nomination by the Remuneration
and Nominations Committee.
Each Independent Non-Executive Board of
Directors Member submits to the Remu-
neration and Nominations Committee an-
nually, an affirmation statement regarding
the fulfilment of the criteria of indepen-
dence by him/her, without however the
Company being satisfied exclusively with
the submission of the declaration accord-
ing to the above.
The Board of Directors of the Company,
after a thorough examination with the
assistance of the Remuneration and Nom-
inations Committee for the fulfilment by
the independent non-executive members
of the independence conditions defined
by article 9 par. 1 and 2, declares and con-
firms that both during the fiscal year 2023
(01.01.2023-31.12.2023) and on the approv-
al date of the present, the independent
non-executive members, and in particular
Messrs. Theodoros Kitsos, Georgios Sa-
mothrakis, Myrto Papathanou, Spyridoula
Maltezou and Nikitas Glykas, fully meet
the criteria of independence set by the
current legislative and regulatory frame-
work in general.
The following table presents the members of the eleven-member (11-member)
Board of Directors in effect:
Member Position in the board
Date of election/
appointment
Expiry of
tenure
Konstantinos Chalioris Chairman, Executive Member 11.02.2021 11.02.2026
Theodoros Kitsos
Vice Chairman, Independent
non-executive member
11.02.2021 11.02.2026
Dimitrios Malamos
Chief Executive Officer,
Executive member
11.02.2021 11.02.2026
Vassilios Zairopoulos Non-executive member 11.02.2021 11.02.2026
Christos Shiatis Non-executive member 11.02.2021 11.02.2026
Christos-Alexis Komninos Non-executive member 11.02.2021 11.02.2026
Athanasios Dimiou Non-executive member 28.07.2021 11.02.2026
Georgios Samothrakis
Independent non-executive
member
11.02.2021 11.02.2026
Myrto Papathanou
Independent non-executive
member
11.02.2021 11.02.2026
Spyridoula Maltezou
Independent non-executive
member
11.02.2021 11.02.2026
Nikitas Glykas
Independent non-executive
member
11.02.2021 11.02.2026
All members of the Board of Directors are Greek nationals besides Mr. Christos Shiatis and
Annual Financial Report as of 31.12.2023
Page 71 of 292
Amounts in thousand Euro, unless stated otherwise
Mr. Christos-Alexis Komninos who hold a
Cypriot citizenship.
Particularly and in accordance with the
above, the Board of Directors of the Com-
pany consists of:
• 2/11 (18.18%) executive members
• 4/11 (36.36%) non-executive members
• 5/11 (45.45%) independent, non-execu-
tive members
• 2/11 (18.18%) women (fulfilling how-
ever the requirements of Article 3, of
L.4706/2020, for adequate representa-
tion per gender in the Board of Direc-
tors).
It is pointed out that the current composi-
tion of the Board of Directors is fully harmo-
nized with the requirements, criteria and
regulations of the new law 4706/2020 on
corporate governance.
Furthermore, the composition of the Board
of Directors of the Company fully covers the
proper and effective exercise of its duties
and responsibilities, reflects the size, orga-
nization and type of operation of the Com-
pany, achieves adequate staffing of both
existing and new Committees instituted
to strengthen the supervisory role of the
Board of Directors, and is distinguished for
the diversity of knowledge, skills, qualifica-
tions and experience, elements which can
contribute decisively to the promotion and
achievement of business goals, plans and
the implementation of the Company’s busi-
ness strategy.
Description of the suitability and
diversity policy with regard to the
administrative bodies of the Company
Given the fact that the Board of Directors
is the highest administrative body of the
Company, which is responsible for the safe-
guarding of the general corporate interest,
the policy making and the growth strategy
of the Company as well as for the strength-
ening of the long-term economic value of
the Company, it is very essential for the par-
ticular body to possess, with regard to its
composition, a diversity of skills, views and
abilities which at the same time respond
to the need to effectively attain corporate
goals.
The Company has a Suitability Policy for the
members of the Board of Directors, which
is approved by its Board of Directors and
includes at least the provision of diversity
criteria for the selection of the members of
the Board of Directors. The diversity policy
applies both to the members of the Board
of Directors as well as to the Executive Di-
rectors.
The Suitability Policy, which was approved
by the Annual Ordinary General Meeting of
Shareholders on May 24, 2023, is posted on
the Company’s website www.thracegroup.
gr, while its scope includes the members of
the Board of Directors (executive, non-exec-
utive, independent non-executive) as well
as the members of the Board Committees.
The Suitability Policy aims to support the
Company’s interests, ensuring quality staff-
ing, efficient operation, and fulfillment of
the role of the Board of Directors, as a col-
lective body.
I. Individual Suitability
Specifically, individual suitability is as-
sessed based on the following criteria:
Page 72 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Guarantees of Ethics and Reputation
- Good Reputation (Reliability and
Integrity, Consistency, Personal Weight)
Conflicts of Interest
- Financial interests / incentives
- Personal or professional relationships
with members of the Company
- Personal or professional relationships
with related external stakeholders (e.g.
connection with important suppliers,
consultants, etc.)
Availability of sufficient time
- Systematic participation in the Board of
Directors and Committees
- Limitation on the number of positions
held as members of the Board of Direc-
tors of listed companies, with a limit of
four (4) outside the Group
- Flexibility and adaptability to attending
special meetings
- Preparation and in-depth analysis of
topics
- Preparation of propositions and writing
presentations on Board of Directors top-
ics
In addition to the above requirements, the
criteria for individual suitability also in-
clude the following:
Adequacy of knowledge and skills/
abilities
- Teamwork and Collaboration: The
ability to collaborate harmoniously,
complementary, actively
communicating in order to contribute to
the Group's goals achievement.
Adequacy of knowledge and skills/
abilities
- Entrepreneurial thinking: Perception of
business risks and growth opportunities
that could create a competitive
advantage for the Group.
- Strategic thinking: Active participation in
the formulation of the Group's strategy
and monitoring of its implementation as
well as the possibility of evaluation and
active participation in the approval of
strategic plans
- Specialized know-how in specific areas
(e.g. Auditing or Accounting for the Audit
Committee members, environmental
issues, venture capital, and generally
pre-selected areas that need to be
reviewed on a regular basis).
- Contribution to the sustainability
improvement.
- Adoption of the corporate culture and
values of the Company.
- Understanding the legal framework and
corporate governance issues.
- Ability to recognize and focus on the
important factors that lead to the
Company’s sustainability and prosperity.
- Innovation: The ability to think and
see things from a new and innovative
perspective, identify and inform about
new technologies and market trends
oriented to the Group’s benefit.
- Flexibility and adaptability: The ability to
adapt and work effectively in a changing
environment.
Impartiality of judgment
- Objectivity, Courage, courage of dissent,
avoidance of "groupthink"
Annual Financial Report as of 31.12.2023
Page 73 of 292
Amounts in thousand Euro, unless stated otherwise
ΙΙ. Collective Suitability
Regarding the collective suitability, the
composition of the active BoD must ensure
the effective management and balanced
decision-making, with members who have
complementary abilities and skills and re-
main in full compliance with the Compa-
ny’s strategies. There are specific prerequi-
sites, which are diversity, multi-collectivity
(representation from different fields of ac-
tivity and accumulation of a wide range of
knowledge and skills), adequate represen-
tation by gender as stipulated by respec-
tive legislation, representation without
exclusion due to any kind of discrimination
(e.g. gender, race, religion or belief, etc.),
while at the same time, all necessary ac-
tions are taken in order Board of Directors
members to be able to actively and effi-
ciently participate in strategic planning,
identify and manage risks and understand
clearly and sufficiently Corporate Gover-
nance issues and related legislation, finan-
cial reports and technology activities.
From the time of the Company’s establish-
ment and until today, the entire members
of the Board of Directors fulfill all necessary
conditions and have set the foundations in
order to be granted with the capacity of
the member of the Board of Directors. At
the same time, they are distinguished for
their high professional skills, outstanding
educational level, diverse knowledge, ca-
pabilities, extensive experiences, and their
organizational and administrative skills,
and at the same time they stand out for
their integrity and ethical character.
The members of the board of Directors
cover a broad range in terms of age ef-
fectively combining their dynamics and
experience (indicatively between 43 and
81 years old). The members, in their ma-
jority, are holders of graduate and post-
graduate degrees of domestic as well as of
international universities, have worked in
high ranked positions of major companies
domestically and abroad, meaning com-
panies activating in a variety of business
sectors and they have served as Senior Ex-
ecutives of large organizations and as a re-
sult they possess significant international
experience in the corporate as well as the
broader social fields and are in position
to actively contribute to the growth pros-
pects of the Group in the geographical ar-
eas in which it activates. They finally fulfill
the requirements of suitability as well as
the criteria with regard to the Group’s ef-
fective staffing and operation.
The current composition of the Board of
Directors aims undoubtedly at the best
possible facilitation of corporate goals, as
it increases the pool of skills, experience,
and vision that the Company has for its
highest-ranking personnel, and conse-
quently its competitiveness, productivity
and innovation.
The current 11-member Board of Directors
of the Company consists of 9 men and 2
women and was elected in the framework
of the decision of the Company’s Manage-
ment for immediate, substantial and effec-
tive compliance and harmonization with
the provisions of the new law 4706/2020
on corporate governance and in particu-
lar its provisions which define suitability,
diversity and, above all, adequate repre-
sentation by gender on the Board of Direc-
tors. The presence of two women among
the members of the Board of Directors
covers the statutory percentage (25%) of
adequate representation by gender (with
rounding to the previous whole number,
in case of a fraction, as defined in Article 3,
of Law 4706/20).
Page 74 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
The Board of Directors
Members Gender/Age Education Nationality Independence
11
members
9
men
2
women
Specialization
9 Greek
2
Other
nationality
45,45%
Independent non-
executive members
43 - 81 years
The Company, in the context of the adop-
tion of the corporate governance best
practices provided by the new CCG, en-
sures the application of the diversity crite-
ria included in the current and approved
by the annual Ordinary General Meeting
of shareholders on May 24
th
, 2023, Suitabil-
ity Policy not only among the members of
its Board of Directors, but also to its senior
executives.
In particular, the Human Resources De-
partment, which aims to attract and retain
the appropriate human resources and con-
tinuously increase its efficiency and effec-
tiveness through the implementation of
modern procedures, policies and practices
of evaluation, recruitment, training and re-
muneration, ensures faithful and strict ap-
plication of the diversity criteria to senior
management, in order to ensure:
(a) the avoidance of outdated and anach-
ronistic social stereotypes in the pro-
cess of assessing the specific qual-
ifications and suitability of senior
management in general and
(b) the integration of innovative ap-
proaches and ideas into the selection
process of such executives.
The fundamental criteria of the intended
diversity regarding the selection and eval-
uation of senior executives are as follows:
• adequate gender representation of
at least 25%, to the extent, timing
and degree to which this criterion is
applicable and
• the prohibition of exclusion of a can-
didate for senior management, due to
different gender, race, color, ethnic or
social origin, religion or belief, prop-
erty, birth, disability, age or sexual
orientation.
The main criteria for selecting the top ex-
ecutives employed in the Company are the
adequacy of knowledge and skills, namely
the satisfactory background of theoretical
education and training, the appropriate
professional experience, the guarantees
of ethics and reputation, the integrity and
objectivity and the general skills and abil-
ities of the candidate as well as the knowl-
edge of the business model, culture and
more specific principles of the Company,
in order to form a diverse team of senior
executives with a sufficient degree of dif-
ferentiation, which will be able to take full
advantage of market opportunities and ef-
fectively manage the risks encountered or
potentially faced by the Company during
the development of its activities.
The condensed CVs of the Company’s
Board members are as follows:
Konstantinos Chalioris,
Chairman of the Board of Directors,
Executive Member
He possesses a professional experience of
40 years during which he has developed a
strong understanding of the industry and
Annual Financial Report as of 31.12.2023
Page 75 of 292
Amounts in thousand Euro, unless stated otherwise
the international market. Since 2009, he
holds the position of the Chairman of the
Board of Directors. Following the decision
of the Board of Directors as of July 28, 2021,
the date on which the Board of Directors
of the Company was reconstituted, Mr.
Chalioris remained Chairman of the Board
of Directors of the Company, while by a
previous decision of the Board of Directors
as of October 14, 2020 he assumed the po-
sition of Chief Entrepreneur. The specific
position, which was added to the organi-
zational chart of the Group aims to ensure
the continuation of the profitable growth
of the Group in areas that fall both in the
existing activities of the Group and in new
beneficial activities in the future. The cre-
ation of this position and its assumption by
Mr. Chalioris, who has a significant career
and valuable experience in “entrepreneur-
ship”, will ensure the future development
of the Group.
Theodoros Kitsos,
Vice-Chairman of Board of Directors,
Independent Non-Executive Board
Member
He holds a BSc degree from the Economics
Department of the National and Kapodis-
trian University of Athens and an MBA de-
gree in finance from the Wagner College
of USA. He started his career in Unilever
Hellas and worked successfully in other
companies of the Group located abroad
and especially in the United Arab Emirates,
Saudi Arabia and the Netherlands. He re-
turned to Greece in 2005 where he worked
as General Manager of Human Resources
and Organization at PPC (DEI) SA. In a later
stage he held the position of Deputy Gen-
eral Manager of Human Resources at Euro-
bank Group. By the end of the year 2007, he
returned to Unilever Group based in Lon-
don undertaking the duties with regard to
the global organizational planning of the
Company, whereas in year 2010 he moved
to Unilever Russia, Ukraine and Belarus
based in Moscow where he held the posi-
tion of Vice President responsible for issues
of human resources and organization, im-
plementing successfully the acquisitions
and mergers of three companies active in
the production and trading of consumer
products. Since the summer of 2015, he
worked at the headquarters of Unilever in
London having assumed a multitude of re-
sponsibilities in the areas of Finance, Law,
Technology and Support Services on glob-
al level, up until 2020, when he completed
his collaboration. Since 2016, he has been a
member of the Boards of Directors of vari-
ous companies in Greece.
Dimitrios Malamos,
Chief Executive Officer, Executive
Member
He graduated from the Athens College in
1993. He studied in Great Britain from 1993
to 1998. He holds a BA (Hons) in Business
and Financial Economics from Stafford-
shire University and a postgraduate ΜΒΑ
degree from University of Kent in Can-
terbury. From 2000 to 2007 he worked in
PricewaterhouseCoopers in the area of
Management Consulting servicing com-
panies of the private and public sector
where he gained significant experience in
the fields of budgeting and reporting, fi-
nancial analysis and internal restructuring.
During the period 2007-2009 he worked in
National Bank of Greece in the Account-
ing & Finance division and he returned
to PricewaterhouseCoopers in the area of
Management Consulting. From June 2010
to March 2020, he worked at Thrace Group
as Group CFO. From March 2020, Mr. Mal-
amos assumed the role of Deputy Group
CEO, while from October of the same year
Page 76 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
he holds the position of CEO of the Com-
pany and the Group (Group CEO).
Vasileios Zairopoulos,
Non-Executive Member
He began his career in 1983 in the appar-
el and footwear sector. Soon he assumed
the position of Director of Design and Col-
lection for a leading Company in the kids
apparel market. His responsibilities were
further expanded to include planning and
coordinating production. Subsequently,
he moved into business development,
specifically focusing on expanding a large
retail store chain. In addition to these du-
ties, he assumed overall supervision of re-
tail activities, including store planning, or-
dering and replenishment, management
of the internal marketing and sales team,
budgeting, and forecasting. Before depart-
ing to establish his own consulting firm, he
engaged in a wide range of activities, such
as strategy, negotiations, marketing man-
agement, corporate budgeting, and finan-
cial planning. Over the past decade, Mr.
Zairopoulos has operated his own consult-
ing firm, providing consultancy services in
areas such as strategy, start-up ventures,
business planning, investment evaluation
and financing, international negotiations,
pricing and communication. In addition to
domestic companies, Mr. Zairopoulos has
collaborated with two American multina-
tional companies, Columbia Sportswear
and New Balance. He received an IB Diplo-
ma in 1979 from UWC Atlantic College and
a BSc in Management from Bath University
in 1983.
Christos Shiatis,
Non-Executive Member
He is an Associate Member of the Fellows
of Chartered Accountants of England and
Wales, a Chartered Public Accountant by
the Cyprus Institute of Chartered Accoun-
tants and Member of the Hellenic Asso-
ciation of Chartered Accountants (SOEL).
He began his professional career in 1981
at the auditing firm Kostouris - Michailidis
(Grant Thornton) in Athens. In 1993 he be-
came Managing Partner of the Greek Com-
pany and in 1997 he assumed the position
of Territory Senior Partner at the Company
that resulted from the merger of Kostour-
is-Michailidis and Coopers & Lybrand. In
1998 he was elected Chairman and Chief
Executive Officer of the Company Price-
waterhouseCoopers in Greece. Alongside
his management duties in the above au-
dit firms, Mr. Shiatis has been active in the
field of consulting, providing services to
the senior management of large firms.
Athanasios Dimiou,
Non-Executive Member
He graduated from the School of Chemi-
cal Engineering of the Aristotle University
of Thessaloniki in 1986. From 1989 to 1996
he worked at the companies PLASTIKA
MAKEDONIAS SA and AG.PETZETAKIS, ini-
tially in the field of Quality Control and the
development of new products and then
his duties expanded by moving in the po-
sition of Technical Director and Director of
Technical Services. From 1996 to 1998 he
assumed the position of Plant Manager in
the shoe manufacturer trading Compa-
ny MOURIADIS SA, a Company listed on
the Athens Exchange and since 1998 he
worked as Plant Manager of THRAPLAST
SA which mainly produces flexible pack-
aging products made of polyethylene
(current Thrace Polyfilms).
In 2000 he started in PLASTIKA THRAKIS
SA as a Production Manager at the group’s
facilities in Xanthi and in 2004 he took over
Annual Financial Report as of 31.12.2023
Page 77 of 292
Amounts in thousand Euro, unless stated otherwise
the duties of Plant Manager in the facilities
of Magiko complex in Xanthi, a position he
held until 2010. Since then, he has been
the Managing Director THRACE NON-
OWOVENS & GEOSYNTHETICS SA. At the
same time, he remains an active member
of the Technical Chamber of Greece (TCG),
while in the past he was a member of the
Hellenic Company of Business Adminis-
tration and the Institute of Production
Management.
Christos-Alexis Komninos,
Non-Executive Member
He was born in Constantinople. In 1971 he
graduated from the Polytechnic Universi-
ty of Constantinople (I.T.U.) with a degree
in Chemical Engineering (MSc). In 1972
he moved to Greece and was recruited to
Coca-Cola TRIA EPSILON, where until 1987
he held several positions. From 1987 to
1990 he served as Chief Executive Officer
of Coca-Cola Bottlers Ireland (a subsidiary
of TRIA EPSILON). In 1990 he returned to
Greece and in 1995 he was appointed Chief
Executive Officer, a position he held until
2000. From 2000 to 2004 he was Chairman
and Managing Director of PAPASTRATOS
SA. After the acquisition of Papastratos by
PHILIP MORRIS S.A. he participated vol-
untarily at the ATHENS 2004 Organizing
Committee of the Olympic Games as the
Head of the Organization of the Opening
and Closing Ceremonies of the 28
th
Olym-
piad. From 2005 to February 2010, he held
the position of Executive Vice President
of SHELMAN S.A. and ELMAR S.A.. From
December 2011 until February 2014 Mr.
Komninos held the position of Chairman
of the Board of Directors of Hellenic Petro-
leum SA (ELPE). Mr. Komninos also served
as Vice President of the Board of Directors
and member of the Executive Commit-
tee of the Association of Enterprises and
Industries (SEV), member of the Board of
Directors of Elval Halcor SA of the VIOHA-
LCO Group and a member of the Board of
Directors of FINANSBANK (Turkey) and of
ANADOLU EFES (Turkey). He speaks En-
glish, French, Italian and Turkish.
Georgios Samothrakis,
Independent Non-Executive Board
Member
He is a graduate of the Athens University
of Economics and Business (ASOEE) and a
former Chartered Public Accountant. He
specializes in tax issues and tax strategy of
Greek and multinational companies, while
has been extensively involved in regular
and extraordinary audits of commercial
and industrial enterprises. He began his ca-
reer in 1965 at the National Bank of Greece
and in 1972 moved to Coopers & Lybrand
(now PwC) to set up the Tax Services de-
partment where he remained head until
2006. For a number of years, he was also
Chairman of the Board of PwC. From 2007
to 2019 he was shareholder and chairman
of AS Network, an audit, accounting and
tax services group. He has been a consul-
tant of the Supervisory Board of the Body
of Chartered Public Accountants (SOEL),
where he was a member from 1993 until
2022. He has been actively involved in the
formation of the audit - accounting institu-
tional framework in Greece. He has been
President of the Fédération des Experts
Comptables Méditerranéens, President of
the Hellenic Institute of Economic Manage-
ment (IOD), Member of Committees of the
Ministry of Economy and Finance for the
implementation of IFRS in Greece, the sim-
plification of the Greek Code of Account-
ing Books and Records as well as the inte-
gration of the new 8
th
Directive and also
a Member of the Corporate Governance
Committee of the Hellenic-American
Page 78 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Chamber of Commerce. During the last
years he has also been the Chairman of the
Company’s Audit Committee.
Myrto Papathanou,
Independent Non-Executive Member
She studied Economics at the City Univer-
sity of London and holds a Master’s De-
gree in Economics from the Imperial Col-
lege Management School in London and
an MBA from the INSEAD Business School.
She began her financial career in London,
where she worked as a Fixed Income Strat-
egist for Bank of America / Merrill Lynch
and as a credit risk analyst for Dresdner
Kleinwort Wasserstein.
She was a member of the Board of Direc-
tors of Think Silicon SA, while today she is
member of the Board of Directors of Ferry-
hopper SA, Advantis Medical Imaging BV,
Better Origin Ltd and Gommyr Power Net-
works Ltd, which are active in the fields of
transport, sports technology, health tech-
nologies and renewable energy sources.
Since 2007 she has been working as a busi-
ness development manager at CPI and
since 2011 she has been developing her
own business activity in technology as a
consultant and investor in other compa-
nies. She is the founder of Metavallon VC
and has served as Chief Financial Officer
and Head of Corporate Development at
the EFA Group, which is active in Aerospace
& Defense and other high-tech sectors.
She is the first investor from Greece to
emerge as Kauffman Fellow (Silicon Valley),
a network that selects the best investors in
the world. She is on Fortune Greece’s list of
the 40 entrepreneurs who innovated and
excelled for 2020. She received the Lead-
er of the Year award from Linkage Greece
in 2016 in recognition of its outstanding
leadership ability and contribution to busi-
ness and society development.
She has also worked in the non-profit
space, co-founding Ethelon and seeking
funding for the microcredit organization
Action Finance Initiative, while as board
member of the organization Women-on-
top she has developed Microfinance pro-
grams in Kenya and Nicaragua for wom-
en’s empowerment.
Spyridoula Maltezou,
Independent Non-Executive Member
She holds a degree in Chemical Engineer-
ing from the Aristotle University of Thes-
saloniki and a PhD in Environmental Eco-
nomics from the University of the Aegean.
She is the owner and General Manager of
JUSTAIM EE, a Consulting Company in Sus-
tainable Development and Environmen-
tal Management. At the same time, she is
a Certified Senior Chief Inspector of the
International Certification Organization
LRQA and an accredited Chief Verifier of
CO2 & GHG emissions data from shipping,
a partner of the Lloyd’s Register Company,
which is a Recognized Shipping Surveyor
of International prestige.
She started her professional career in 1999
in the Region of Achaia as head of the de-
partment and special advisor on environ-
mental issues. Then, in 2003, she worked
at the Ministry of Environment as a Special
Environmental Engineer, while she was a
founding member of the “Unit for Alter-
native Management of Packaging Waste
and Other Products”, acquiring a specialty
in Alternative Waste Management. During
this period, she was the representative of
Greece in EU Legislative Committees on
waste management and recycling and
member of European and International
Annual Financial Report as of 31.12.2023
Page 79 of 292
Amounts in thousand Euro, unless stated otherwise
Committees on the environment and sus-
tainable development. From 2010 to 2013
she worked as an Environmental Inspector
at the Ministry of Infrastructure, Transport
and Networks, where she supervised ma-
jor public road projects throughout Greece
in terms of implementing the environmen-
tal legal framework. Since February 2016,
she has been a Senior Chief Inspector, ser-
vicing as auditor of the implementation of
management systems, according to the In-
ternational ISO Certification Organization
standards. Since February 2019, she has
been working as the Chief Verifier of Ship-
ping CO2 & GHG Emissions Data, in appli-
cation of the Regulation for the monitor-
ing, reporting and verification of Carbon
Dioxide Emissions (MRV Regulation) and
the IMO DCS Technical Code, while she is
a member of the Professional Accredita-
tion program of the International Water
Resources Management Alliance (AWP) of
Scotland.
She has extensive experience in sustain-
ability strategy development, establishing
objectives, monitoring and continuous im-
provement, as well as training and raising
people’s awareness of sustainability princi-
ples. She also has in-depth knowledge of
environmental policies and regulations, as
well as legislation and regulations related
to environmental protection.
Her professional dedication and adaptabil-
ity have contributed to a continuous jour-
ney in designing, managing, inspecting,
and improving systems of Sustainable De-
velopment, Environmental Management,
Quality Management, and Health & Safety
Management at work, in accordance with
international regulations and the strictest
standards.
Nikitas Glykas,
Independent Non-Executive Member
He holds a BSc degree in Physics from the
University of Athens and postgraduate de-
grees from the Lancaster University and
Harvard University. He started his profes-
sional career at MOBIL OIL (1992-1999) and
served as Regional Manager for Eastern
Europe at MAILLIS SA (1999-2005). From
2006 to 2009, as CEO Member of the Board
of Directors of SHELMAN SA, he promoted
the restructuring and the broader rede-
sign of the Group’s operating procedure,
achieving especially positive results amid
recession conditions in the timber sector.
Since the year 2009 he has held various
positions in HTC Group, whereas from Oc-
tober 2015, and assuming higher duties,
he holds the position of the Head for the
region of Middle East and Africa based in
Dubai.
Having held senior management positions
in conglomerates, he has extensive inter-
national experience and deep knowledge
of the European markets as well as the
Middle East market. During his career, he
led multi-national teams from a variety of
countries, achieving outstanding results
both in times of economic growth and
during economic downturns by redefin-
ing the Company’s strategy and objectives
and leading the companies he worked for
to impressive business performance.
Since 2019, he has been serving a Vice
Chairman of XR SPACE Co LTD based in
Taiwan. In March 2023 he assumed the
position of non-executive member of the
Audit Committee of PPC (DEI) SA.
The condensed CVs of the top executives
of the Company are as follows:
Page 80 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Dimitris Fragkou,
Group Chief Financial Officer (CFO) &
Secretary of the Board of Directors of
the Company
He studied Business Administration at the
Athens University of Economics and Busi-
ness (AUEB), from which he graduated in
2002. From 2006 to 2008, he studied Ac-
counting and Finance (specializing in Fi-
nance), obtaining a Master’s Degree from
the Athens University of Economics and
Business (AUEB). He is also a Certified Pub-
lic Accountant, as he became a member in
2012 of the Association of Chartered Cer-
tified Accountants - ACCA. He started his
professional career, for a short period of
time from shipping banking, while at the
end of 2003 he joined PwC. At PwC, he
worked in the Consulting Division, gain-
ing significant experience in the areas of
budgeting, financial information, financial
analysis, process optimization, transition
to new integrated information systems
and treasury operations. In 2014, he joined
the Department of Business Process Out-
sourcing, gaining experience in account-
ing procedures, tax compliance and finan-
cial reporting to the Authorities (statutory
reporting). He has worked for a number of
listed and private companies in the con-
struction, energy, shipping and industrial
sectors. From March 2020, he joined Thra-
ce Group as Chief Financial Officer.
Christina Diamanti,
Group Chief People Officer
She studied Business Administration at the
Athens University of Economics and Busi-
ness (AUEB), from which she graduated in
2001 and in 2005 she obtained a Master’s
degree specializing in Human Resource
Management from the Athens University
of Economics and Business (AUEB). Since
2000, she worked in the Human Resources
departments of a multinational food Com-
pany in Greece and the Middle East, and
also in commercial offices and production
units as well as in the regional offices of
Switzerland, where she gained significant
experience in the management of human
resources practices, organizational struc-
ture planning and change management.
In her last position, she was responsible for
the management of foreign markets, such
as the Nordic countries, Spain and Eastern
Europe. She has long experience in team
building and leadership coaching. As of
September 2022 she has joined Thrace
Group as Group HR Director.
Ioannis Sideris,
Chief Sustainability Officer
Ioannis Sideris currently holds the position
of Group Sustainability Officer at Thrace
Group. He has significant experience and
active involvement in the fields of sustain-
able development, climate change, and
circular economy since he has served as
the CEO of the Hellenic Recycling Agen-
cy (EOAN) and the Deputy Mayor of the
Environment in the Municipality of Agia
Paraskevi. Additionally, he worked as an
IT Consultant at the multinational corpo-
ration PwC. Throughout his career, he un-
dertook several responsibilities, including
serving as the Chairman of the Expert
Committee of the General Secretariat of
Commerce, a member of the BoD of the
Public Real Estate Company and the Asso-
ciation of Sustainable Urban Development.
He has also contributed as a researcher at
the ELTRUN research center and has ex-
tensive experience as a publisher. He is a
graduate of the Athens University of Eco-
nomics and Business with a specialization
in Business Administration and holds a
master’s degree in Information Systems
Annual Financial Report as of 31.12.2023
Page 81 of 292
Amounts in thousand Euro, unless stated otherwise
Development from the London School of
Economics.
Lambros Apostolopoulos,
Head of Internal Audit Unit
He is a graduate of Varvakeio High School,
a graduate of the Department of Busi-
ness Administration and Management of
the Athens University of Economics and
Business (BSc) and holds a Master’s De-
gree in Finance & Business Economics
from the University of Portsmouth (MSc).
He has worked in large corporate groups
in Greece and abroad, while he has many
years of experience in internal audit and is
a certified Internal Auditor (CIA).
Michail Psarros,
Risk and Compliance Manager
He is a graduate of the Department of
Mathematics of the University of Patras
and holds a Master’s Degree in Finance
from the University of Leicester. He also
holds professional certifications as Com-
pliance Officer from TUV Austria and Risk
Management certification from the Na-
tional and Kapodistrian University of Ath-
ens. He started his professional career, for a
short period of time as an Internal Auditor
in a Company in the financial sector, while
from May 2000 he worked in the Inter-
nal Audit Department of the K. Philippou
Group of Companies. Then, in November
2005 he moved to the group Lafarge Ce-
ment / AGET IRAKLIS, where he worked
in the Internal Audit Department until
December 2010, when he joined Thrace
Group as Group Internal Auditor. During
the 21 years of his employment in the In-
ternal Audit Departments in the above
industrial groups, he has gained extensive
experience in the fields of Internal Audit,
internal control systems, risk & compliance
management.
From February 2022, Mr. Psarros took over
duties as Risk and Compliance Manager.
The following table shows the number of shares held by those who were members
of the Board of Directors and seniors executives of the Company during 2023, at
31/12/2023:
BoD members
Number of shares held
directly
Percentage of
shareholding
Konstantinos Chalioris 18,936,558 43.3%
Theodoros Kitsos - 0%
Christos-Alexis Komninos 25,000 0.1%
Dimitris Malamos - 0%
Nikitas Glykas - 0%
Athanasios Dimiou - 0%
Vasileios Zairopoulos 164,223 0.4%
Spyridoula Maltezou - 0%
Myrto Papathanou - 0%
Georgios Samothrakis 27,000 0.1%
Christos Shiatis 60,000 0.1%
Page 82 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Senior Management & Members
of Audit Committee
Number of shares held
directly
Percentage of
shareholding
Dimitrios Fragkou - 0%
Christina Diamanti - 0%
Ioannis Sideris 40,000 0.1%
Lambros Apostolopoulos - 0%
Michail Psarros - 0%
Konstantinos Kotsilinis,
Member of the Audit Committee
- 0%
Konstantinos Gianniris,
Member of the Audit Committee
15,000 0.0%
Sophia Manesi, Member of the
Audit Committee
- 0%
In the following table, the professional commitments of the Board of Directors
members are presented:
BoD members
Companies in which the BoD
members participate
Group Companies in which the
BoD members participate
Equity
shareholding
Position
Konstantinos
Chalioris
Civil non-Profit Company
Stavros Chalioris
50% Vice-Chairman of BoD
Xanthi Photovoltaic Park
S.A.
50%
Chairman & Chief
Executive Officer
EYTERPI S.A. -
Chairman & Chief
Executive Officer
ERATO S.A 50%
Chairman & Chief
Executive Officer
THALEIA S.A. 50%
Chairman & Chief
Executive Officer
KLEIO TECHNICAL TOURISM
COMMERCIA S.A.
-
Chairman & Chief
Executive Officer
EVNIKI MCPY 99% Legal Representative
AVDIRA MCPY 99% Chairman of BoD
THRACE YAGHTING SMPC 66% Partner & Administrator
THRACE LABEA SMPC 50% Partner
THRACE NONWOVENS &
GEOSYNTHETICS SA
Chairman of BoD
DON & LOW LTD Member of BoD
ARNO LTD Chairman of BoD
THRACE PLASTICS PACK SA 4,71% Chairman of BoD
SYNTHETIC HOLDINGS LTD Chairman of BoD
THRACE SYNTHETIC
PACKAGING LTD
Member of BoD
THRACE GREENHOUSES SA
Chairman of BoD &
Managing Director
TRIERINA TRADING LTD Director
Annual Financial Report as of 31.12.2023
Page 83 of 292
Amounts in thousand Euro, unless stated otherwise
BoD members
Companies in which the BoD
members participate
Group Companies in which the
BoD members participate
Equity
shareholding
Position
Konstantinos
Chalioris
THRACE IPOMA AD Chairman of BoD
THRACE POLYBULK AB Chairman of BoD
THRACE POLYBULK AS Chairman of BoD
LUMITE INC Member of BoD
SYNTHETIC TEXTILES LTD Director
THRACE POLYFILMS SA Chairman of BoD
Theodoros
Kitsos
AMALTHEA SMPC 35% Partner
COLLEGE LINK PRIVATE
COMPANY
1%
PROVIL S.A.
Member of BoD
Hellenic Tech Investor
Club (THETI CLUB)
Member of BoD
Christos Alexis
Komninos
T.K.K. CONSULTANTS LTD 100% Director
ELVAL – HALCOR S.A. Member of BoD
Dimitrios
Malamos
DYNAMIC
CONSTRUCTIONS V.
ZARIFOPOULOS S.A.
- Chairman of BoD
IOANNIS FILIPPAIOS S.A. - Member of BoD
ΖΙΤΑ MCPY 1% Vice Chairman of BoD
THRACE GREENHOUSES SA
Member of BoD
THRACE POLYBULK AS Member of BoD
THRACE SYNTHETIC
PACKAGING LTD
Member of BoD
THRACE IPOMA AD Member of BoD
THRACE NONWOVENS &
GEOSYNTHETICS SA
Vice-Chairman of BoD
DON & LOW LTD MEMBER OF BOD
THRACE PLASTICS PACK
SA
Vice-Chairman of BoD
LUMITE INC Member of BoD
THRACE POLYBULK AB Member of BoD
THRACE LINQ INC Chairman of BoD
THRACE POLYFILMS SA Vice-Chairman of BoD
THRACE EUROBENT SA Member of BoD
SAEPE LTD Director
ADFIRMATE LTD Director
PAREEN LTD Director
Nikitas Glykas
PPC S.A. -
Member of the Audit
Committee
XRSPACE Co LTD - Vice-Chairman of BoD
LUXURY HOUSES IN
ATHENS MARIETTA SMPC
50% Partner
Page 84 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
BoD members
Companies in which the BoD
members participate
Group Companies in which the
BoD members participate
Equity
shareholding
Position
Athanasios
Dimiou
AVDIRA MCPY - Vice-Chairman of BoD
THRACE POLYFILMS SA Member of BoD
THRACE NONWOVENS &
GEOSYNTHETICS SA
Managing Director &
Member of BoD
THRACE EUROBENT SA Vice-Chairman of BoD
Vasileios
Zairopoulos
V. ZAIROPOULOS& SIA LP
90%
Partner &
Administrator
ΖΙΤΑ MCPY 99% Chairman of BoD
DON & LOW LTD Chairman of BoD
SYNTHETIC HOLDINGS
LTD
Director
SYNTHETIC TEXTILES LTD Director
THRACE EUROBENT SA Member of BoD
Spyridoula
Maltezou
JUSTAIM LP 95%
Partner &
Administrator
Myrto
Papathanou
GOMMYR POWER
NETWORKS LTD
30% Member of BoD
GOMMYR POWER SMPC 30% Partner
BANSARA TRADING LTD 30% -
METAFOUNDER UNIT
HOLDER SMPC
25% Partner
KARYON AGRICULTURE
SMPC
22% Partner
ENTOMICS BIOSYSTEMS
LTD
- Member of BoD
FERRYHOPPER SA - Member of BoD
ADVANTIS HOLDING BV - Member of BoD
METAVALLON PARTNERS
AEDAKES
25% Member of BoD
ACTIVE FINANCE
INITIATIVE
Member of BoD
Georgios
Samothrakis
FRIGOGLASS SA -
Chairman of the Audit
Committee
Christos Shiatis
AVAX INTERNATIONAL
LTD
- Director
C.E.T. RIVERS CYPRUS LTD - Director
J&P AVAX SA - Member of BoD
C.P.S. FINANCIAL
SOLUTIONS LTD
99% Director
TROLID HOLDINGS LTD Director
EOTATI REAL ESTATES LTD Director
TRIERINA TRADING LTD Director
It is noted that none of the members of the Board of Directors of the Company partici-
pates in the Boards of Directors of more than five (5) listed companies.
Annual Financial Report as of 31.12.2023
Page 85 of 292
Amounts in thousand Euro, unless stated otherwise
Framework for the Management of the
Company’s Transactions with Related
Parties
The Company has adopted and imple-
ments a Framework for the Management
of its Transactions with Related Parties,
which includes the overall policy govern-
ing and the process regulating the trans-
actions with Related Parties and which has
been approved by a decision of the Board
of Directors in compliance with the obliga-
tions arising from the applicable legisla-
tive and regulatory framework. In addition
to the Framework for the Management of
its Related Party Transactions, the Compa-
ny has also adopted a Conflict-of-Interest
Management Framework, which is addi-
tionally implemented.
The policies that ensure that the Board
of Directors has sufficient information to
base its decisions regarding transactions
between related parties including the
transactions of its subsidiaries with related
parties are:
A. To define the responsibilities of
the Company and the roles of its
Divisions in the Management of
Transactions with Related Parties
In order to ensure the transparency and
proper management of the Company’s
Transactions with its related parties, the
Framework for the Management of the
transactions with Related Parties describes
the responsibilities of the Company and
provides for a clear allocation of roles be-
tween its divisions.
Specifically, the Company has undertaken
a series of actions related to the manage-
ment of transactions with Related Parties,
as follows:
• submits the Framework for the
Management of its Transactions with
Related Parties for approval by the
Board of Directors,
• ensures the revision of the content of
the Framework for the Management
of its transactions with Related Party,
where required,
• ensures in cooperation with the legal
advisors the legality of the individ-
ual procedures, applies the criteria
mentioned in the Framework for the
Management of its transactions with
Related Parties and evaluates the affil-
iation of the transactions with Related
Parties for approval by the Board of
Directors, taking into account the re-
spective legal framework governing
these Transactions,
• takes into account the exceptions
mentioned as well as those defined by
the respective legislative framework,
• presents the information related to
the transactions with Related Parties,
pointing out the Company’s interest
for the financial advantage and the
correct application of the conditions
for the completion of the transaction,
taking into account the respective le-
gal and regulatory framework.
B. Define the Related Parties
As “Related Parties” are defined the related
parties listed in IAS 24, as well as the legal
entities controlled by those persons in ac-
cordance with IAS 27.
C. Locate the Related Parties
For the correct fulfillment of the legal and
regulatory obligations of the Company
and the effective implementation of the
Framework for the Management of its
Page 86 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Transactions with Related Parties, the
tracing and identification of the Related
Parties with the Company is carried out in
the following ways:
• taking into account the organizational
chart of the Company and the
corporate hierarchy of the Group, as
well as the list of investments in other
entities, as they apply each time,
• receiving information from the
Corporate Secretary of the Board
of Directors regarding changes of
members of the Board and / or its
Committees,
• requesting from the Company’s
executives, when assigning and
performing their duties, to complete
and sign a declaration form listing
their immediate family members
and third parties not affiliated with
the Company, in which they hold
or in which they exercise control or
joint control, as defined in IAS 24.
In this context, it is noted that it is
the responsibility of each manager
to immediately notify the Investor
Relations & Corporate Announcements
Department in the event of changes
to the details of its original statement.
The Investor Relations & Corporate
Announcements Department updates
the declaration forms at a regular
basis.
D. To define the Transactions with
Related Parties
As “Transaction with Related Parties” is
defined any transfer of resources, services
or liabilities between Related Parties, in
which the Company is the one party and
its Related Party is the other, regardless
of the possible price agreed, and includes
any financial transaction, settlement or
contract.
Indicatively, and not restrictively, such
Transactions may include:
• the transfer of human resources, in-
cluding their detachment,
• the signing of service contracts,
• signing receivables / debt manage-
ment contracts,
• the provision of guarantees or insur-
ances.
2) Responsibilities of the Board of
Directors
The Board of Directors is the administra-
tive body that decides on any action that
concerns the Company’s management,
the management of its assets and in gen-
eral anything that refers to promoting and
achieving its objective.
According to the Company’s Articles of As-
sociation:
• The Board of Directors is responsible
for the representation, administration
and unlimited management of cor-
porate affairs. It decides on any issue
that concerns the Company’s manage-
ment, the achievement of the Compa-
ny objective and the management of
Company assets, including the issue
of ordinary and convertible bonds.
The only exceptions are the decisions
which, according to the provisions of
Law or the Articles of Association, as in
force from the Annual General Meet-
ing of May 24, 2023, are subject explic-
itly to the responsibility of the General
Meeting of shareholders.
• The Board of Directors may appoint,
for any time period and under any con-
ditions it deems necessary each time,
to exercise its representation and du-
ties in general, fully or partially to one
Annual Financial Report as of 31.12.2023
Page 87 of 292
Amounts in thousand Euro, unless stated otherwise
or more of its members or Managers
or Executives or other employees of
the Company or third parties or com-
mittees, defining however each time
their authority and the signatories that
bind the Company.
Specifically, the main responsibilities of the
Board of Directors (in the sense that the
relevant decision making requires the pri-
or approval of the Board of Directors or, if
necessary, ex post ratification by the Board
of Directors), should include:
• The representation, administration
and unlimited management of corpo-
rate affairs.
• The decision making for each decision
relating to the Company’s manage-
ment.
• The achievement of the corporate ob-
jective and management of corporate
assets including the issuance of ordi-
nary and convertible bonds. The only
exceptions are the decisions which, ac-
cording to the provisions of the Law or
the Articles of Association or any other
valid, binding and firm agreement, are
explicitly subject to the exclusive re-
sponsibility of the General Meeting of
Shareholders.
• The approval of the long-term strate-
gy and the operational objectives of
the Company and the Group
• The approval of the annual budget
and business plan, as well as the deci-
sion making on major capital expendi-
tures, acquisitions and divestments.
• The selection and, when necessary,
the replacement of the executive
management of the Company, as well
as the supervision of the plan of the
succession.
• The performance testing of the Senior
Management and the harmonization
of the remuneration of the executives
with the long-term interests of the
Company and its shareholders.
• Ensuring the reliability of the financial
statements and data of the Company,
the financial information systems and
the data and information disclosed to
public, as well as ensuring the suffi-
cient and effective operation of inter-
nal control system of the Company.
• The vigilance regarding existing and
potential conflicts of interest of the
Company, on one side, and the Man-
agement, the members of the Board
of Directors or the major shareholders
on the other side, as well as the appro-
priate treatment of such conflicts. For
this purpose, the Board of Directors
has adopted a transactions monitor-
ing process.
• Ensuring the existence of an effective
process of regulatory compliance of
the Company.
• The responsibility for decision making
and monitoring the effectiveness of
the Company’s Corporate Governance
system, including the decision-making
processes and the delegation of au-
thorities and duties to other employ-
ees.
• The formulation, dissemination and
application of the basic values and
principles governing the Company’s
relations with all parties, whose inter-
ests are linked to those of the Compa-
ny.
• The observance of the law, the statute
and the legal decisions of the General
Assembly. They have to manage the
corporate affairs in order to promote
the corporate interest, to supervise
the execution of the decisions of the
Page 88 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Board of Directors and the General As-
sembly and to inform the other mem-
bers of the Board of Directors about
the corporate affairs.
• The definition and supervision of the
implementation of the corporate gov-
ernance system of provisions 1 to 24
of Law 4706/2020, the monitoring and
evaluation periodically every three (3)
financial years for its implementation
and effectiveness, taking the appro-
priate actions for addressing deficien-
cies.
3) Operation of the Board of Directors
As regards to the operation of the Board
of Directors, the Company’s Articles of As-
sociation and the Internal Operation Rule-
book state the following:
Formation of the Board of Directors as a
body
• The Board of Directors, as soon as it
is elected and specifically during its
first meeting, elects from its members
and for the entire period of its term,
a Vice-Chairman and a Chairman,
whereas if the Chairman is absent or
unable the Vice-Chairman substitutes
such, and if the latter is absent or un-
able then the Director that is appoint-
ed by means of a decision by the Board
of Directors substitutes such.
• The Chairman of the Board of Direc-
tors presides over the Board meetings,
manages its activities and informs the
Board of Directors on the Company’s
operation.
• The Board of Directors may elect one
of its members as Chief Executive Of-
ficer or Executive Director, it may ap-
point responsibilities of the CEO to
the Chairman or Vice-Chairman of the
Board and it may elect the deputy CEO
or Executive Director from its mem-
bers.
• The responsibilities of the CEO are de-
fined by means of a decision by the
Board.
Decision Making
• The Board of Directors is considered to
be in quorum and meets validly, given
that half (1/2) plus one (1) member are
present or represented at the meet-
ing. However, the number of members
participating in person or represented
cannot be less than three (3) in any
case. To calculate quorum, possible
fractions are omitted.
• The decisions of the Board of Directors
are taken by an absolute majority of
the present and represented mem-
bers.
Representation of Board of Directors
A Board member that is absent may be rep-
resented by another member. Each Board
member may represent only one absent
member, with a written authorization.
Minutes of the Board of Directors
• Copies or excerpts of the Board of Di-
rectors’ Minutes are certified by the
Chairman or his/her legal representa-
tive or by a member of the Board of
Directors that has specifically been
authorized by a decision of the Board
of Directors.
• The preparation and signing of min-
utes by all Board members or their
representative constitutes a deci-
sion by the Board of Directors, even
Annual Financial Report as of 31.12.2023
Page 89 of 292
Amounts in thousand Euro, unless stated otherwise
if a meeting has not previously taken
place. This arrangement applies if all
the members or their representatives
agree to make a majority decision in
minutes without a meeting. The rel-
evant minutes are signed by all the
members.
• The signatures of the members or their
representatives can be exchanged by
e-mail or other electronic means.
Remuneration of Board of Directors
• The members of the Board of Directors
may receive remuneration for each
participation at Board meetings in per-
son or through teleconference, only if
such is approved with a special deci-
sion by the Ordinary General Meeting.
• The members of the Board of Directors
receive the fixed and variable remuner-
ation as well as the other benefits, fees
and indemnities specified in the Com-
pany’s current Remuneration Policy.
The fees of the members of the Board
of Directors may also consist of a share
in the profits of the year, in accordance
with the provisions of Law 4548/2018.
It is pointed out that by virtue of the
decision of the Ordinary General Meet-
ing of the Company’s shareholders of
May 24, 2023, paragraph 2 of article 15
of the Company’s Articles of Associa-
tion was amended, pursuant to which
it was stipulated that the fees of the
members of the Board of Directors,
senior executives, as they are defined
and specified in detail in the approved
and applicable Remuneration Policy,
general managers and their deputies,
as well as administrative executives,
in accordance with their definition in
International Accounting Standard 24
par. 9, may also consist of a share in the
profits, in accordance with the current
provisions of Law 4548/2018.
• A fee or benefit granted to a member
of the Board of Directors that is not
regulated by law or the Statute in ef-
fect, shall be borne by the Company
only if approved by a special decision
of the General Meeting.
Remuneration Report
The Company has established and imple-
ments a Remuneration Policy, the purpose
of which is to ensure that the members of
the Board of Directors and its Committees
are remunerated based on its short-term
and long-term business plan, in order to
achieve profitable organic growth through
capacity increase, geographic expansion
and value capture as per the Company’s
strategic plan.
The current Remuneration Policy of the
Company was approved by the Annual Or-
dinary General Meeting of shareholders of
May 24, 2023, and its validity period is four
(4) years and is available on the Company’s
website www.thracegroup.gr.
The Remuneration Report has been pre-
pared in accordance with the provisions
of article 112 of Law 4548/2018, in line
with the Guidelines of March 1, 2019, of
the European Commission regarding the
presentation of the Remuneration Report
in accordance with Directive 2007/36/EC,
as has been amended by Directive (EU)
2017/828 on Shareholders’ rights. It pro-
vides an overview of the remuneration
model of THRACE PLASTICS CO SA, as it re-
flects the total remuneration of the mem-
bers of the Board of Directors, explaining
the way in which the Remuneration Policy
of the Company was implemented for the
financial year 2023.
Page 90 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
The total remuneration paid to the mem-
bers of the Board and Committees during
fiscal year 2023 (01.01.2023-31.12.2023)
is included in the Remuneration Report,
which is available on the Company’s
website www.thracegroup.gr just before
the Annual Ordinary General Meeting of
shareholders.
4) Board of Directors’ Meetings
• The Board of Directors meets at the
Company’s headquarters whenever
the Law or the Company’s Articles of
Association or its needs require so,
convened by the Chairman or his / her
deputy with an invitation to be com-
municated to members at least two
(2) working days prior to the meeting.
The Board of Directors may also meet
outside the Company’s registered of-
fice, but in this particular case such
notice must be communicated to its
members at least five (5) working days
prior to the meeting.
• The Board of Directors may convene
through teleconference for certain of
its members or for all of them. In this
case, the invitation towards Board
members includes all necessary infor-
mation and technical instructions for
their participation in the meeting.
• The Board meetings are presided by
the Chairman or upon absence or any
other hindrance by his/her substitute
according to the Articles of Associa-
tion.
During the closing financial year 2023
(01.01.2023-31.12.2023), 25 meetings of the
Board of Directors took place.
The frequency of participation of the
members of the Board of Directors at its
meetings in 2023 is as follows:
MEMBER NAME
MEMBER TYPE FINANCIAL YEAR
PARTICIPATION IN
THE BOD MEETINGS
PARTICIPATION
PERCENTAGE
FROM TO
Konstantinos Chalioris
Chairman, Executive
Member
01/01/2023 31/12/2023
25/25 100%
Theodoros Kitsos
Vice Chairman,
Independent non-
executive member
01/01/2023 31/12/2023
25/25 100%
Dimitrios Malamos
Chief Executive
Officer, Executive
member
01/01/2023 31/12/2023
25/25 100%
Vassilios Zairopoulos
Non-executive
member
01/01/2023 31/12/2023
25/25 100%
Christos Shiatis
Non-executive
member
01/01/2023 31/12/2023
24/25 96%
Christos-Alexis
Komninos
Non-executive
member
01/01/2023 31/12/2023
25/25 100%
Athanasios Dimiou
Non-executive
member
01/01/2023 31/12/2023
25/25 100%
Georgios Samothrakis
Independent non-
executive member
01/01/2023 31/12/2023
25/25 100%
Myrto Papathanou
Independent non-
executive member
01/01/2023 31/12/2023
25/25 100%
Spyridoula Maltezou
Independent non-
executive member
01/01/2023 31/12/2023
25/25 100%
Nikitas Glykas
Independent non-
executive member
01/01/2023 31/12/2023
25/25 100%
Annual Financial Report as of 31.12.2023
Page 91 of 292
Amounts in thousand Euro, unless stated otherwise
The topics mainly discussed during the
year included:
• Briefing by the Chief Executive Officer
on issues related to the external envi-
ronment of the operating segments,
as well as on other important issues
related to the Group’s activity (such
as price increases and price manage-
ment, impact of energy costs, volume
of recycled raw material, existing con-
flicts that have significantly affected
the global economy etc.)
• Presentation of period Financial Re-
sults for the Group and its subsidiaries
• Health and safety issues and discus-
sion in order to enhance relevant mea-
sures and policies
• Update on current developments in
subsidiaries
• Updates to the Board of Directors
Committees, Audit Committee and
their relevant recommendations.
• Evaluations of Board of Directors /
Committees
• Update on important projects of the
Company and its subsidiaries
• Evaluation of previous years invest-
ments
• Other issues
5) Audit Committee
Fully in compliance with the provisions
and stipulations of the effective legislation
and in particular with the article 44, effec-
tive at the time, of L. 4449/2017, during the
Extraordinary General Meeting of share-
holders that took place on 11.02.2021, the
Company elected a new Audit Committee.
Subsequently, the elected Audit Commit-
tee was redefined (type, composition,
number, status of members and term of of-
fice) by the Annual Ordinary General Meet-
ing of May 24, 2023. The Company’s Audit
Committee under its current composition
aims to support the Board of Directors in
performing its duties as regards to the pro-
cedure of financial information, supervise
the operation of the Internal Audit and Risk
and Compliance Units, the procedures of
internal control systems, the supervision
of the mandatory audit of the annual and
consolidated financial statements, as well
as to inform the Board of Directors regard-
ing the review of the financial reports prior
to their approval.
Under the regime of article 44 of law
4449/2017, as in force after its amendment
by article 74 of law 4706/2020), and in ac-
cordance with the notifications, clarifica-
tions and recommendations of the circular
with protocol number 1508/17.07.2020 and
427/21.02.2022 documents of the Listed
Companies Directorate of the Hellenic
Capital Market Commission, the Compa-
ny is obliged, as a public interest entity, to
have an Audit Committee which consists
of at least three (3) members and which
may comprise:
(a) A Board of Directors Committee con-
sisting of its non-executive members,
or
(b) An Independent Committee, consist-
ing of:
(i) either by non-executive mem-
bers of the Board of Directors and
third parties, or
(ii) only by third parties.
Third party means any person who is not a
member of the Board of Directors.
The members of the Audit Committee are
appointed by the Board of Directors, when
it is a Committee of the Board or by the
Page 92 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
General Meeting of Shareholders, when it
is an Independent Committee and must be
in their majority independent of the audit-
ed entity. This means that in a three-mem-
ber Audit Committee, at least two of its
members (and in any case its Chairman)
must either be independent non-exec-
utive members of the Board of Directors
or, in the case they are third parties, they
should meet the requirements of article 9,
par. 1 and 2 conditions of independence.
The minimum required number of the
present members in order to render a
meeting of the Audit Committee as a val-
id one must be three (3), meaning that in
case of a three-member Audit Committee,
the presence of all members at each meet-
ing is required.
However, even if the Audit Committee
consists of more than three (3) mem-
bers, it is required, according to the clar-
ifications granted pursuant to the no.
1302/28.04.2017 document of the Listed
Companies Division of the Hellenic Capital
Market Commission, the participation of
the entire number of its members, in per-
son, in the Committee’s meetings.
At least one (1) member of the Audit Com-
mittee must possess sufficient knowledge
and experience in auditing and accounting.
In any case, it is to the discretion of the
Audit Committee to invite whenever it
is deemed necessary key directors of the
Company who are involved in the latter’s
corporate governance (for example Man-
aging Director, Finance Director, head of
the Internal Audit and Risk & Compliance
Manager) to attend certain meetings or
certain subjects of the daily agenda in or-
der to provide any necessary clarifications.
The Audit Committee, which now oper-
ates in accordance with the provisions of
Law 4449/2017, as in force after its amend-
ment by Law 4706/2020 has the following
duties, while the Board of Directors main-
tains full responsibility and particularly:
i) External Audit (sect. a’ of par.
3) article 44 of Law 4449/2017
(Government Gazette A’
7/24.01.2017)
The Audit Committee monitors the proce-
dure and performance of the mandatory
audit on the separate and consolidated
financial statements of the Company and
the Group. In this context the Committee
informs the Board of Directors by submit-
ting a relevant report for issues deriving
from the mandatory audit and by explain-
ing analytically the following:
a) the contribution of the mandatory
audit to the quality and integrity of
the financial information, meaning in
the accuracy, completeness and cor-
rectness of the publicized financial
information including the relevant
disclosures which are approved by the
Board of Directors,
b) the role of the Audit Committee in
the under (a) above mentioned pro-
cedure, meaning the recording of the
actions taken by the Audit Committee
during the performance of the manda-
tory audit.
In the context of the above information
that is being granted to the Board of Di-
rectors, the Audit Committee takes into
consideration the contents of the supple-
mentary report which the Chartered Audi-
tor-Accountant prepares and submits, and
which contains the results of the manda-
tory audit that was performed fulfilling at
least the requirements of article 11 of the
Regulation (EU) no. 537/2014 of the Euro-
pean Parliament and the Council of April
16
th
, 2014.
Annual Financial Report as of 31.12.2023
Page 93 of 292
Amounts in thousand Euro, unless stated otherwise
The Committee:
• Is responsible for the selection and
recall process of the Chartered Audi-
tors-Accountants or the Audit Firm
and proposes through the Board of
Directors to the General Meeting of
Shareholders, the Chartered Audi-
tors-Accountants or the Audit Firm to
be appointed, the terms of collabora-
tion, as well as their remuneration (ac-
cording to article 16 of Regulation (EU)
No 537/2014, unless par. 8 of article 16
of Regulation (EU) No 537/2014 is be-
ing applied).
• Regarding the selection of Chartered
Auditors-Accountants or the Audit
Firm, it is examined and analyzed:
o the scope of work
o the audit standard on the basis of
which this work will be performed
o the form of the deliverable
o the responsibilities of the manage-
ment and the auditor respectively
• It is responsible for monitoring any
non-audit service to be provided by
the Chartered Auditors-Accountants
or the Audit Firm to the Company.
Taking into account articles 21, 22, 23,
26 and 27, as well as Article 6 of Reg-
ulation (EU) No 537/2014) and in par-
ticular the adequacy of the provision
of non-audit services to the Company
(according to article 5 of Regulation
(EU) no. 537/2014) will approve or not
the non-audit service.
• Monitors the process and the perfor-
mance of the mandatory audit of the
separate and consolidated financial
statements of the Company and es-
pecially the performance of the audit,
taking into account any findings and
conclusions of the competent author-
ity (according to paragraph 6 of article
26 of Regulation (EU) no. 537/2014). In
this context, it informs the Board of Di-
rectors by submitting a relevant report
on the issues that arose from the man-
datory audit explaining in detail:
(a) the contribution of the statutory
audit to the quality and integrity
of the financial information, i.e. to
the accuracy, completeness and
correctness of the financial in-
formation, including the relevant
disclosures which are approved
by the Board of Directors and
made public,
(b) the role of the Committee in the
(a) procedure above, i.e. report-
ing the actions taken by the Com-
mittee during the statutory audit
process.
• It is also being informed by the Char-
tered Auditors-Accountants or the Au-
dit Firm on the annual statutory audit
plan before its implementation, evalu-
ates the specific plan and ensures that
the annual statutory audit will cover
the most important areas of audit,
taking into account the main business
and financial risk areas of the Compa-
ny.
• Furthermore, the Committee submits
proposals on other important issues,
when it deems it appropriate or im-
posed.
ii) Procedure of financial information
(sect. b’ of par. 3) article 44 of Law
4449/2017 (Government Gazette A’
7/24.01.2017)
Within this context the Committee:
• Is informed about the process and
Page 94 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
schedule of preparation of financial
information by the Management and
monitors, examines and evaluates
the process of preparation of finan-
cial information, i.e. the mechanisms
and production systems, the flow and
dissemination of financial information
produced by the involved units of the
Company.
• The above actions include other dis-
closed information in any way (e.g.
stock market announcements, press
releases, etc.) in relation to financial
information.
• Informs the Board of Directors for its
findings on essential issues in its areas
of responsibility, submits proposals to
improve the process, if deemed ap-
propriate, and monitors the response
of the Company’s Management to
these findings.
• Takes into account and examines the
most important issues and risks that
may have an impact on the Compa-
ny’s financial statements as well as the
significant judgments and estimates
of Management during their prepara-
tion.
Below are indicative issues that are exam-
ined and evaluated in detail by the Audit
Committee to the extent that they are im-
portant for the Company, mentioning spe-
cific actions on them during its reporting
and briefing to the Board of Directors:
• Evaluate the use of the assumption of
ongoing activity.
• Significant judgments, assumptions
and estimates in the preparation of
the financial statements.
• Evaluation of assets at fair value.
• Evaluation of asset recoverable value.
• Accounting treatment of acquisitions.
• Adequacy of disclosures for the signifi-
cant risks faced by the Company.
• Significant transactions with related
parties.
• Significant extraordinary transactions.
The Committee’s communication with the
Chartered Auditors-Accountants in view of
the preparation of the audit report and the
latter’s supplementary report to the Com-
mittee must be substantial.
In addition, the Committee reviews the fi-
nancial reports (Annual, Semi-Annual and
Quarterly) before their approval by the
Board of Directors, in order to assess their
completeness and consistency in relation
to the information taken into account as
well as the accounting principles imple-
mented by the Company and informs the
Board of Directors accordingly.
iii) Procedures of internal control and
risk management systems and audit
control unit (sect. c’ of par. 3) article
44 of Law 4449/2017 (Government
Gazette A’ 7/24.01.2017)
The Committee:
• Monitors, examines and assesses the
adequacy and effectiveness of the en-
tire policies, procedures and controls
of the Company with regard to the
internal control system as well as the
quality assurance and the estimation
and management of risks in relation to
the financial information.
• Monitors the effectiveness of internal
control systems mainly through the
work of the internal audit and Risk &
Compliance Department and the work
of the External Auditor.
Annual Financial Report as of 31.12.2023
Page 95 of 292
Amounts in thousand Euro, unless stated otherwise
• Examines the conflicts of interest
during the Company’s transactions
with related parties and submits to
the Board of Directors the relevant re-
ports.
• Examines the existence and content of
those procedures, according to which
the Company’s personnel will be able,
in confidentiality, to express their con-
cerns about possible illegalities and
irregularities in matters of financial
information or other issues related to
the operation of the Company. The
Commission must ensure that proce-
dures are in place to effectively and
independently investigate such issues,
as well as to address them properly.
Regarding the operation of internal audit
unit, the Committee:
• Evaluates the staffing and organiza-
tional structure of the Internal Audit
Unit and identifies any weaknesses
or deficiencies. It also monitors and
inspects the proper operation of the
Internal Audit Unit in accordance with
professional standards as well as the
current legal and regulatory frame-
work and evaluates its work, adequa-
cy and effectiveness, without however
affecting its independence. If deemed
appropriate, the Committee submits
proposals to the Board of Directors,
so that the Internal Audit Unit has
the necessary means, is adequately
staffed with personnel with sufficient
knowledge, experience and training,
there are no restrictions on its work
and has the envisaged independence.
Therefore, the appointment and dis-
missal of the head of the Internal Audit
Unit is a proposal of the Audit Com-
mittee to the Board of Directors. In
the same context, the Committee de-
termines and examines the operating
regulations of the Company’s Internal
Audit Unit.
• It is being informed on the annual or
periodic audit plan of the Internal Au-
dit Unit before its implementation and
evaluates it, accordingly, taking into
consideration the main areas of busi-
ness and financial risks as well as the
results of previous audits. The Com-
mittee may decide to configure the
annual or periodic internal audit plan,
as well as to carry out extraordinary
audits by the internal audit unit.
• As part of this briefing, the Committee
reviews if the annual or periodic audit
plan (in conjunction with any corre-
sponding medium-term plans) covers
the most important areas of control
and systems related to financial infor-
mation.
• Holds regular meetings with the Inter-
nal Auditors to discuss issues of their
responsibility, as well as problems aris-
ing from the performance of internal
audits.
• Takes knowledge of the work of the In-
ternal Audit Unit and its reports (reg-
ular and extraordinary) and monitors
the briefing of the Board of Directors
about their content, in relation to the
financial information of the Company.
• Reviews the disclosed information re-
garding the internal control and the
main risks and uncertainties of the
Company, in relation to the financial
information.
(iv) Regulatory Compliance and Risk
Management Unit (articles 13 & 14 of
Law 4706/2020 - Government Gazette A’
136/17.07. 2020)
The Committee:
Page 96 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
• Supervises the management of the
main risks and uncertainties of the
Company and their periodic revision.
In this context, it evaluates the meth-
ods used by the Company for the iden-
tification and monitoring of risks, the
treatment of the main ones through
the internal control system and the in-
ternal audit unit as well as their proper
disclosure in the published financial
information.
• Monitor the effectiveness of the reg-
ulatory compliance system, including
adopting and implementing appro-
priate and up-to-date procedures, to
ensure that the Company fully and
constantly complies with the legal
and regulatory framework in force in a
timely manner and that there is, at all
times, a complete picture available of
the degree to which this objective is
attained.
• Supervise compliance with specific
governance practices such as personal
data protection, cybersecurity and in-
formation security.
• Review the findings from the audits
conducted by Regulatory Authorities,
external and internal auditors, and the
regulatory compliance and risk man-
agement unit and monitor the degree
to which the Company complies with
the applicable requirements.
• Follow up on cases of non-compliance
and review the corrective action taken
by the Management.
• Informs and is informed from manage-
ment work together with the Compa-
ny’s legal consultants on compliance
issues.
• Examines conflicts of interest during
the Company’s transactions with re-
lated parties and it submits relevant
reports to the Board of Directors.
• Look into the existence and content
of the procedures followed to allow
Company staff to express their con-
cerns confidentially about any poten-
tial illegal and irregular practices with
regard to financial reporting or other
issues which are associated with the
Company’s operation. The Committee
must ensure that the procedures are in
place for investigating such issues ef-
fectively and independently, as well as
addressing them adequately.
• Evaluate regulatory compliance and
risk management reports at Company
and group level, informs the Board of
Directors of its findings and submits
proposals where required.
The oversight of the management of key
risks and uncertainties, as well as the mon-
itoring of the effectiveness of the Com-
pany’s regulatory compliance system, is
carried out through the supervision of the
Risk Management and Regulatory Compli-
ance Unit, for which the Committee:
• Evaluates the staffing and organiza-
tional structure of the Unit and detect
any weaknesses therein. Moreover,
monitors and inspects the proper
functioning of the Risk and Compli-
ance Unit according to the profession-
al standards and the legal and regula-
tory framework in force and assesses
its work, adequacy and effectiveness.
Where appropriate, makes proposals
to the Board of Directors for the Unit
to have the necessary means and be
adequately staffed with employees
who have sufficient knowledge, expe-
rience and training etc.
• Evaluates the annual work plan of the
Unit before it is implemented taking
Annual Financial Report as of 31.12.2023
Page 97 of 292
Amounts in thousand Euro, unless stated otherwise
into account the key areas of business
and financial risk, proposes any addi-
tions or changes and finally approves
it.
• Receives and evaluates the result of
the unit’s annual work plan, which is
the Annual Compliance Report and
then informs the Board of Directors
and Committees, about any instances
of non-compliance that have been re-
corded, if any, and the measures being
implemented to address potential de-
ficiencies.
• Holds regular meetings with the Risk &
Compliance Manager to discuss issues
of his/her responsibility.
For the results of all the above actions, the
Committee informs the Board of Directors
about its findings and submits proposals
for the implementation of corrective ac-
tions, if deemed appropriate.
The Committee shall have unhindered and
full access to the information, records and
data required in the exercise of its powers
and shall have the necessary resources to
carry out its work in a proper and effective
manner, including the use of external con-
sultants.
The Audit Committee archives all the nec-
essary information, including the minutes
of its meetings, in which its actions and
their results are recorded, regarding the
implementation of its work.
The Audit Committee submits reports to
the Board of Directors on its areas of re-
sponsibility and also in the areas which, af-
ter the completion of its work, it considers
that there are essential issues in relation
to the provided financial information and
monitors the Management’s response to
them.
The Chairman of the Committee provides
information to the shareholders during
the annual General Meeting about the
Committee’s activities on the basis of
the above-mentioned responsibilities,
through the submission of a relevant Re-
port.
For the implementation of all the above,
the Audit Committee is expected to hold
meetings with the Management and the
competent executives during the prepara-
tion of the financial reports, as well as with
the Chartered Auditors-Accountants or the
Auditing Company during the planning
phase of the audit, during the execution
and also during the phase of preparation
of audit reports
The existing Audit Committee, which
was elected by the Extraordinary General
Meeting of Shareholders on 11 February
2021, as it was redefined following the res-
ignation of the member of the Audit Com-
mittee, Mr. Konstantinos Gianniris, and his
replacement by Ms. Sophia Manesi, is an
Independent Committee and is consist-
ed of the following one (1) Independent
Non-Executive Member of the Company’s
Board of Directors and two (2) non-mem-
bers-third parties, namely:
Georgios
Samothrakis
Independent Non-
Executive Board
Member
Konstantinos
Kotsilinis
Non-Board Member –
third party
Konstantinos
Gianniris
Non-Board Member –
third party
Sophia Manesi
1
Non-Board Member –
third party
1: Commencement of term: May 24, 2023
Following the replacement of the afore-
mentioned resigned member of the Audit
Committee by the Extraordinary General
Meeting of shareholders of 24 May 2023
Page 98 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
and the appointment of Ms. Sophia Mane-
si as his replacement for the remainder of
the term, the Audit Committee, during its
meeting on May 25, 2023, was constituted,
with the term ending on February 11, 2026,
as follows:
Georgios
Samothrakis
Chairman of Audit
Committee
Konstantinos
Kotsilinis
Member of Audit
Committee
Sophia Manesi Member of Audit
Committee
For reasons of completeness, CVs of the
members of the current Audit Committee
are presented as follows:
• Georgios Samothrakis
The CV of Mr. Georgios Samothrakis, Mem-
ber of the Board of Directors, is presented
in detail in Section VI.1 “Composition of the
Board of Directors” of the current Report.
• Konstantinos Kotsilinis
Mr. Konstantinos Kotsilinis was born in
New Zealand, studied at Victoria Univer-
sity of Wellington and earned a Bachelor
of Commerce and Administration degree.
He began his professional career in 1968
at Coopers & Lybrand in Wellington, then
transferred to the London office in 1972
and later that year to the Greek office.
From 1978 to 2003 he was head of the audit
department of Coopers & Lybrand / PwC
Greece. In his last years of service in the
Company, he served as the Chairman of
the Board of Directors of the Company. He
has also served on various Committees, in-
cluding the Supervisory Board of the Euro-
pean Financial Reporting Advisory Group
(2002-2004) and the Accounting Harmo-
nization Committee of UNICE (2002-2005).
From 2009 to 2014, he was Vice Chairman
of the Accounting Standardization and
Auditing Committee of Greece (ELTE) and
Chairman of the Quality Control Council
(SPE). During this period he represented
Greece in the relevant committees in the
European Union and during the Greek
Presidency he was the Chairman of the
committee responsible for audit issues.
He is a former Chartered Auditor-Accoun-
tant as well as a former Member of the In-
stitute of Chartered Accountants of New
Zealand. He is the Chairman (since 2006)
of the Board of Directors and a member
of the Audit Committee of the insurance
Company Interasco A.E.G.A. From 2006
until today he is an External Advisor of the
Audit Committee of the National Bank of
Greece, while since 2017 until 2021 was a
Member of the Audit Committee of Mytili-
neos SA. From 2023 he is a member of the
Audit Committee of FRIGOGLASS SAIC.
Since 2004 he is a Member of the Board
of Directors of “Child’s Smile” and today
Vice President of the Organization. From
1991 to 2020 he was the Honorary Consul
General of New Zealand in Greece, while
he has been appointed Member (MNZM)
and Officer (ONZM) of the Order of Merit
of New Zealand by the Queen of England.
• Sophia Manesi
Mrs. Manesi has twenty years of experience
in Internal Audit having held senior posi-
tions at PwC, the former bank Geniki, BNP
Paribas Greece and the Hellenic Financial
Stability Fund. Her main areas of expertise
are the establishment and smooth opera-
tion of Internal Control Unit in accordance
with the International Standards for the
Professional Implementation of Internal
Control of the IIA, the risk assessment,
the evaluation of the Internal Control Sys-
tem and the implementation of the best
Annual Financial Report as of 31.12.2023
Page 99 of 292
Amounts in thousand Euro, unless stated otherwise
practices of Corporate Governance.
At BNP Paribas Greece and the Hellenic
Financial Stability Fund, as Director of In-
ternal Audit, she was responsible for the
development and implementation of op-
erational internal audit procedures and risk
assessment, which contributed to increas-
ing the efficiency of the units’ operation
and the achievement of specific objec-
tives that had been set by the respective
Administration.
Since 2020, she has been a regular lecturer
in the Integrated Basic Training Program
for Internal Auditors of the IIA and also
participates as a speaker in events that
promote knowledge and awareness in
matters related to Corporate Governance
and the Internal Audit System.
She has a bachelor’s and master’s degree
in Business Administration as well as a de-
gree in Psychology. She holds the Certi-
fied Internal Auditor (CIA), Certified Fraud
Examiner (CFE), COSO Internal Control
Certificate and is a certified evaluator of
internal control units. She knows English
and German.
From the above it is inferred that the mem-
bers of the Audit Committee have proven
in their entirety that they possess suffi-
cient knowledge in the field in which the
Company operates, given that:
(a) Mr. George Samothrakis was already
a member of the Audit Committee of
the Company, elected by the Extraor-
dinary General Meeting of Sharehold-
ers as of March 19, 2019,
(b) Mrs. Sofia Manesi, although she has
never participated in the Board of
Directors of the Company, has many
years of professional experience, ac-
ademic and technical training, fac-
tors that make her the most suitable
replacement for the resigned member.
(c) Mr. Konstantinos Kotsilinis, who has
never participated in the Board of Di-
rectors of the Company, knows very
well and due to his wider professional
activity the environment and the con-
ditions in which the Company devel-
ops its business activities.
The criterion of sufficient knowledge and
experience in auditing or accounting is
proven to be met in the capacities of both
Mr. Georgios Samothrakis and Mr. Konstan-
tinos Kotsilinis, who are both former Char-
tered Auditors-Accountants with extensive
knowledge and rich professional experi-
ence. This is turn will contribute decisively
and substantially in further strengthening
the efficiency of the Audit Committee and
in the implementation of its responsibil-
ities in the best possible way, in order to
strengthen the dynamics and the value
of the Company. Furthermore, Ms. Sophia
Manesi, possessing many years of expe-
rience in Internal Auditing, can make a
substantial contribution to the Audit Com-
mittee so that the latter can carry out its
work in the most effective manner and be
able to provide substantial solutions and
guidance facilitating at the same time the
economic growth of the Company and the
fulfilment of its legal obligations.
Finally, those conditions and criteria of
independence which are covered by the
current regulatory framework and in
particular by article 9 par. 1 and 2 of law
4706/2020, are met for all members of the
Audit Committee, given that the following
persons:
(a) do not hold shares greater than 0.5%
of the Company’s share capital; and
(b) do not have any dependency relation-
ship with the Company or persons
related to the Company, according to
Page 100 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
the manner by which this dependency
relationship is specified in particular in
the provisions of the above legislation.
Frequency of Meetings and Main Topics
of Meetings’ Agenda
The Committee convenes at least four (4)
times a year. The Chairman of the Com-
mittee decides on the frequency and time
schedule of the meetings. The external au-
ditors are entitled to request a meeting by
the Committee if they deem appropriate
or necessary.
During 2023, the Committee convened
sixteen (16) times and all members were
presented during the meetings, whereas
all issues mentioned in the Internal Opera-
tion Rulebook as well as in the Operations
Rulebook of the Audit Committee were
discussed and handled, the major of which
are as follows:
1. Supervision and approval of the Inter-
nal Audit and Risk & Compliance Unit’s
activities and briefing of the Board of
Directors about the issues arising from
both Units activities.
2. Confirmation of the exclusive em-
ployment, personal and functional
independence and objectivity in the
exercise of the duties of the head of
the Internal Audit Unit, as well as the
possession of the appropriate knowl-
edge, professional experience and the
absence of any non-comformity.
3. Monitoring the process and conduct-
ing the assessment of the Company’s
Internal Control System audit includ-
ing its significant subsidiaries and in-
forming the Board of Directors about
the issues arising from the conduct of
this specific audit.
4. Monitoring the process and the per-
formance of the Company’s Corporate
Governance System and drafting up a
relevant proposal to the Board of Di-
rectors for its implementation by the
Secretary of the Board of Directors
with the assistance of the Regulatory
Compliance & Risk Management Unit
and the Audit Committee.
5. Monitoring of the process and the
performance of the Enterprise Risk
Assessment Project of the Company
and its subsidiaries and informing the
Board of Directors about the issues
arising from this risk assessment.
6. Providing an opinion on the selection
of the Auditing Company for the per-
formance of the mandatory audit on
the separate and consolidated finan-
cial statements of the Company for the
fiscal year 2023.
7. Monitoring of the financial informa-
tion process, overview of the annual
Financial Report, the annual Financial
Statements and the semi-annual and
quarterly (interim) Financial State-
ments (stand-alone and consolidated)
and drafting up a relevant propos-
al to the Board of Directors for their
approval.
8. Monitoring of the process and the
performance of the mandatory audit
on the separate and consolidated fi-
nancial statements and informing of
the Board of Directors about the issues
related to the mandatory audit.
9. Ensuring the independence, integri-
ty, impartiality and objectivity of the
Chartered Auditors-Accountants.
10. Examination of all the services pro-
vided by the Auditing Company,
evaluation of their performance and
confirmation that no non-permissible
services have been provided, except
Annual Financial Report as of 31.12.2023
Page 101 of 292
Amounts in thousand Euro, unless stated otherwise
those required in the context of ac-
counting and tax audits.
11. Implementation of an RFI process for
the selection of a new audit Company,
as requested by the article 42 of Law
4449/2017 due to the mandatory ro-
tation of the current External Auditors
in 2024 and drafting a proposal to the
Board of Directors for the selection of
these.
12. Approval of the content of the infor-
mation provided to the Company’s
shareholders during the Annual Reg-
ular General Meeting regarding the
activities of the year 2022.
6) Remuneration and Nominations
Committee of Board of Directors
Members, Committees and Senior
Management
The Board of Directors of the Company for
the purpose of substantial, effective and
appropriate compliance and harmoniza-
tion of the Company with the regulations
of articles 11 and 12 of Law 4706/2020
(Government Gazette A136/17.07.20201)
and with the parallel adoption of the cor-
porate governance best practices, during
its meeting of 22.03.2021 decided the abo-
lition of the existing Committee for Bene-
fits and Promotion of Nominations (CBPN)
and its replacement by the Remuneration
and Nominations Committee.
The Committee consists of three (3)
Non-Executive Board of Directors Mem-
bers, while the majority of its members
are Independent, in order to ensure the
objectivity, independence and integrity of
their judgment. The Board of Directors is
responsible for the appointment and re-
placement of all members of the Commit-
tee. The Committee elects its Chairman,
who is an Independent Non-Executive
Member and is supported by the Secretary
of the Committee. The term of office of the
members of the Committee is directly re-
lated to that of the Board of Directors. In
addition, the Committee submits an an-
nual progress report regarding the actions
took place to the Board of Directors.
The Committee consists of the following
Non-Executive Members of the Board,
namely:
Theodoros
Kitsos
Independent Non-
Executive Member of
the BoD, Chairman of
the Committee
Nikitas Glykas
Independent Non-
Executive Member of
the BoD, Member of
the Committee
Vasileios
Zairopoulos
Non-Executive
Member of the BoD,
Member of the
Committee
The term of the above Committee expires
on February 11th, 2026.
The purpose of this Committee includes at
a minimum the development and forma-
tion of all types of remuneration of execu-
tives falling within the scope of application
of the Remuneration Policy provided by
Article 110 of Law 4548/2018, the identi-
fication and retain of the necessary exec-
utives within the headcount of the Com-
pany, who will support the Company’s
long-term success, manage the process of
nominating and succession planning for
the Board of Directors, Committees, and
senior management, in line with business
objectives, competitive practices, and all
applicable rules and regulations of the
Company and current legislation. They
will also formulate and submit relevant
proposals and recommendations on these
Page 102 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
matters to the Board of Directors.
The operation of this Committee ensures
that both the remuneration of the Execu-
tive and Non-Executive members of the
Board of Directors and the members of its
Committees as well as the nominations for
Board of Directors members will be in line
with the corporate objectives and market
practices and, in any case, will be in full
compliance with the current legal and reg-
ulatory framework.
In terms of setting remuneration policy,
the Committee’s responsibilities includes
the following:
• The Committee examines, pre-ap-
proves and makes recommendations
to the Board of Directors annually re-
garding labor issues included in the
employment contracts of Executive
Board of Directors members and the
compliance with the internal Rule of
Procedure.
• The Committee is responsible to de-
termine the remuneration scheme of
the Board of Directors, it’s Commit-
tee members and Top Management
Executives and makes recommenda-
tions on the subject to the Board of
Directors which decides or makes a
suggestion to the General Meeting, as
required.
• The Committee reviews, pre-approves
and proposes annually (or whenever
deemed necessary) to the Board of
Directors, the base salary, the variable
remuneration and benefits provid-
ed (where available) for the Board of
Directors Executive and Non-Execu-
tive members, the Board of Directors
Committees members, and the Top
Management Executives of the Com-
pany, including the Head of Internal
Audit and the Head of Risk & Compli-
ance, taking into consideration the
macroeconomic conditions and the
remuneration level of respective com-
panies.
• Specifically for the Executive members
of the Board of Directors and based on
the approved (from the Board of Di-
rectors) Strategic Plan, the Committee
ensures the existence of approved an-
nual significant objectives (maximum
of 3) and ensures their proper reflec-
tion. After the end of the relevant pe-
riod, it examines, pre-approves, and
recommends to the Board of Directors
the amount of variable remuneration,
based on the achievement of corpo-
rate goals.
• The Committee reviews, when re-
quired, the Remuneration Policy, in-
cluding the submission of proposals
for improvement or differentiation,
and examines the data included in the
final draft of the annual remuneration
report, providing its opinion to the
Board of Directors, before submitting
the report to the General Meeting, in
accordance with the law.
• The Committee undertakes and co-
operates with the other committees
of the Board of Directors, in order to
review the non-salary contractual ob-
ligations for Executive and Non-Ex-
ecutive Board of Directors members/
Committee members.
• If the Committee becomes aware of
a review of the financial statements
of previous years or finds incorrect,
inaccurate or incomplete information
that has an impact on the variable re-
muneration, it is obliged to inform the
Management in order to require the
readjustment and/or return of all or
part of the variable remuneration that
has been granted.
Annual Financial Report as of 31.12.2023
Page 103 of 292
Amounts in thousand Euro, unless stated otherwise
• The Committee conducts or authoriz-
es third parties to conduct research
or studies on matters falling within its
remit.
In the responsibilities of the Committee
regarding the promotion of the nominees
for the Board of Directors and Committees
members, includes the following:
• The Committee defines and proposes
to the Board of Directors the criteria
for the election of members of the
Board of Directors and its Committees,
in accordance with the requirements
of the law and the respective strategy
/ Suitability Policy of the Company.
• The Committee is responsible for the
preparation of the Nomination process
for members of the Board of Directors
/ Committees, based on predefined
criteria and in accordance with the
eligibility and corporate governance
policies.
• The Commission evaluates candidates
of the Board of Directors and Board of
Directors Committees through inter-
views and references.
• The Committee proposes the selected
candidates for approval to the Board
of Directors and General Meeting as
required.
• The Committee determines the eval-
uation criteria of Board of Directors
and its Committees on matters such
as size, composition, existing balance
of qualifications, gender, knowledge,
experience, skills, and overall effec-
tiveness of the Board of Directors. The
Committee is also responsible for the
annual performance evaluation of the
members of the Board of Directors/
Committees according to the crite-
ria of the Suitability Policy. Based on
evaluation results, the Committee pre-
pares and recommends to the Board
of Directors the annual Board Adequa-
cy Report which is submitted to the
General Meeting.
• The Committee determine the param-
eters of the succession planning of the
Board of Directors and its Committees
and supervise it.
• The Committee determines the eval-
uation criteria, supervises the annual
individual evaluations of the Executive
Board of Directors members, and sug-
gests to the Board of Directors propos-
als for their personal and professional
development, to ensure that the Com-
pany remains competent and compet-
itive in the long term.
• The committee advises the Chief Ex-
ecutive Officer in the process of nomi-
nating candidates for senior executive
positions of the Company, as well as in
creating their succession plan. The fi-
nal decision to fill the above positions
belongs exclusively to the Chief Exec-
utive Officer.
• The Committee conducts or autho-
rizes third parties to conduct investi-
gations or studies on matters falling
within its area of responsibility.
The Committee for Remuneration and
Nominations for Board of Directors Mem-
bers , Committees and Senior Manage-
ment convened nine (9) times during the
year 2023 (01-01.2023-31.12.2023) in the
presence of all its members. The topics
that were mainly discussed were:
• The evaluation of the management’s
proposal for the 2023 remuneration of
the Top Executives and the approval
for 2022 bonus,
• The approval of the allocation of the
2023 Bonus through Profit Distribu-
tion,
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Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
• The term of Board of Directors Mem-
bers and Committees,
• The confirmation regarding the
non-issuance of a final court decision
for loss-making transactions (article
3, paragraph 4) of Law 4706/2020 for
all the members of the Board of Di-
rectors and compliance with the Inde-
pendence criteria of the Independent
non-Executive members of the Board
of Directors,
• The examination of the individual
suitability criteria and independence
criteria of the new member of the
Audit Committee, Ms. Sophia Mane-
si, and fulfillment of suitability and
independence criteria requirements
of the existing members of the Audit
Committee (AC) elected by the Gener-
al Meeting of Shareholders on May 24,
2023,
• The confirmation regarding the
non-existence of cases of conflict of
interests of the members of the Board
of Directors,
• The determination of specific per-
formance criteria for the short-term
incentive program for the year 2023
for the Executive Board of Directors
Members & Executive Management
involved,
• The verification of the participation of
Board of Directors Members in Boards/
Committees outside the Group,
• The definition of a succession plan for
the members of the Board of Directors
and Committees,
• The drafting of the Succession Policy,
• The drafting the Competency Report
for the Board of Directors,
• The revision of the Remuneration and
the Suitability Policy of the members
of the Board of Directors and Commit-
tees,
• The preparation of the Remuneration
Report,
• The finalization of the evaluation of
the Board of Directors Members and
Committees suitability, the remunera-
tion review of the of the Board of Di-
rectors Members and Committees, a
task performed after its issuance by a
reputable consulting firm,
• The examination of the fulfillment
of the individual suitability and inde-
pendence criteria in the person of the
candidate for the new member of the
Audit Committee, Mr. Sophia Manesi,
• The annual review of the Committee’s
Operating Regulations,
• The update and receipt of feedback
regarding the skills model and
• The insurance of the existence of in-
duction programs for new members
of the Board of Directors.
7) Other Committees
Furthermore, the Board of Directors of the
Company at its meeting of March 22, 2021,
in order to optimally organize and operate
the most efficient framework of corporate
governance, decided the establishment of
new Committees as follows:
• Strategy and Investment Committee,
• Environmental, Social and Corporate
Governance [ESG] Committee and
• Human Resources Committee.
Following its decision of 22.3.2021, the
Company’s Board of Directors new meet-
ing that took place on 24.03.2022 decided:
Annual Financial Report as of 31.12.2023
Page 105 of 292
Amounts in thousand Euro, unless stated otherwise
• The modification in the responsibili-
ties of the Environmental, Social and
Corporate Governance (ESG) Commit-
tee, as the responsibilities related to
regulatory compliance were assigned
to the Audit Committee and conse-
quently it was decided to rename the
Committee to Sustainability Commit-
tee.
• To change the organizational posi-
tion of the Human Resources Com-
mittee and put it to report directly to
the Group CEO, in order to ensure the
most effective support and its contri-
bution to its daily work.
As a result of the above decisions and
changes, the other Committees of the
Company’s Board of Directors have been
formed as follows:
Strategy and Investment Committee
The purpose of this specific Committee
primarily consists of providing assistance
to the Board of Directors with regard to
the development of the operational strate-
gy, the formulation of the investment plan
of the Company and of the Group in gen-
eral, as well as supervising and providing
guidance to the Board of Directors during
the implementation of the business strate-
gy that has been formulated, as well as the
provision of support in the formulation of
revised / updated plans and in the moni-
toring and control of the implementation
and performance of the strategic invest-
ments of the Company and the Group.
The framework of responsibilities of the
Committee includes:
• Develops and proposes to the Board
of Directors the long-term strategy of
the Group and suggests the necessary
adjustments in the short and medium
term.
• Studies and pre-approves the strate-
gic plans of the companies, ensures
that they are in line with the Group’s
strategy and makes recommendations
to the Board of Directors.
• Reviews and suggests to the Board of
Directors for the investment plans and
the individual investments of the com-
panies.
• Reviews possible acquisitions, merg-
ers, divestments and Joint Ventures
and makes proposals to the Board of
Directors respectively.
• Monitors the progress and results of
all actions related to the implementa-
tion of the strategy and the progress
of investment plans and informs the
Board of Directors accordingly.
• Monitors closely international trends,
best practices, and market data, in or-
der to adapt the strategy of the Group
and the Companies and informs the
respectively the Board of Directors.
• Recognizes timely risks and opportu-
nities and prepares proposals to the
Board of Directors for the necessary
actions, including the framework that
ensures their funding.
• Discusses the communication of the
Management to third parties and the
investor community, in terms of the
strategy and the investment plan of
the Group.
The Strategy and Investment Committee
consists of three (3) members of the Board
of Directors, as follows:
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Amounts in thousand Euro, unless stated otherwise
Konstantinos
Chalioris
Executive Member
of the BoD,
Chairman of the
Committee
Dimitrios Malamos
Executive Member
of the BoD, Member
of the Committee
Vasileios
Zairopoulos
Non-Executive
Member of the BoD,
Member of the
Committee
The Committee convened 21 times during
the fiscal year 2023 in the presence of all
its members.
The topics that were mainly discussed con-
cern the strategies of the subsidiaries, the
budgets of subsidiaries and the Group and
the study of new investments.
Sustainability Committee
Purpose
The purpose of this Committee is to re-
view, pre-approve and recommend to the
Board of Directors environmental and so-
cial sustainability issues through strategy
development, issue management and per-
formance monitoring.
The framework of responsibilities of the
Committee includes:
• Examines that Sustainable Develop-
ment policies, strategies and objec-
tives are fully aligned with both the
Company’s vision and values, as well
as laws and the general regulatory
framework, to ensure full compliance,
thus ensuring long-term sustainable
performance.
• Monitors closely the development and
implementation of the Sustainable
Development goals that have been
set, based on the materiality analysis,
which includes the important, rele-
vant and critical areas that the Compa-
ny highlights as priorities and propos-
es improvements to the Management
and then to the Board of Directors,
where necessary.
• Monitors the progress and results of
all Sustainable Development issues
with the aim of regularly informing the
Board of Directors.
• Closely monitors international trends
and best practices in order to regularly
update the Board.
• Recognizes timely risks and opportu-
nities and prepares proposals to the
Board of Directors for the necessary
actions, including the framework that
ensures the financing of the Company.
• Studies and pre-approves the annual
statements and Sustainability reports,
including Non-Financial Reporting as
well as other disclosures, submitting
relevant proposals to the Board of Di-
rectors.
• Acts on behalf of the Board of Directors
and cooperates with the Management
of the Company ensuring the prestige
and reputation of the Company in re-
lation to all issues of Sustainable De-
velopment and its Public Image.
Operational Framework
Environment: The impact of the Compa-
ny’s footprint to land, air, water, climate
through the use of raw materials, end
products design, technology, manufactur-
ing units, transport etc.
Society: the impacts of the Company’s
policies and strategy in relation to: (1) Life-
long learning and development of em-
ployees, (2) Improvement of employee
well-being including health and safety,
Annual Financial Report as of 31.12.2023
Page 107 of 292
Amounts in thousand Euro, unless stated otherwise
(3) Ensuring employee living standards,
(4) Corporate culture, philosophy, and re-
lated commitments regarding diversity,
inclusion criteria, (5) Child/forced labor, (6)
the respect for human rights, (7) Support
for local communities, (8) Workplace envi-
ronmental conditions, (9) Product safety
during production and use, etc.
The Sustainability Committee consists of
four (4) members of the Board of Directors,
as follows:
Theodoros Kitsos
Independent Non-
Executive Member of
the BoD, Chairman of
the Committee
Konstantinos
Chalioris
Executive Member of
the BoD, Member of
the Committee
Dimitrios Malamos
Executive Member of
the BoD, Member of
the Committee
Spyridoula
Maltezou
Independent Non-
Executive Member of
the BoD, Member of
the Committee
The Committee convened 4 times during
the fiscal year 2023 in the presence of the
majority of its members.
The topics that were mainly discussed con-
cern:
• Discussion and information about the
external environment in matters of
sustainable development.
• Update on the project to support sus-
tainable development issues.
• Discussion and comments on the draft
Non-Financial Information Report.
• Update on the European Taxonomy.
• Discussion on defining indicators.
• Update on materiality analysis.
• Discussion and comments on the draft
Supplier Assessment Process.
• Discussion and comments on the draft
Sustainability Report.
• Discussion on Directive (EU) 2022/2464
Corporate Sustainability Reporting Di-
rective.
• Discussion and comments on the draft
questionnaire for CDP assessment.
• Discussion and comments on the draft
Environmental Policy.
It is pointed out that all the above Commit-
tees of the Board of Directors have drafted
- composed their Rulebooks.
8) Evaluation of Board of Directors
and Committees
The Company implements an Evaluation
Policy of the Board of Directors and Com-
mittees. The scope of the Policy includes
the executive, non-executive, indepen-
dent non-executive members of the Board
of Directors of the Company, as well as
the non-members of the Board of Direc-
tors (third parties) who are members of its
Committees.
The criteria of suitability and reliability
of the Board of Directors members are
defined in law 4706/2020, the decisions
issued under its authority, as well as the
Suitability Policy of the Company, which
has been approved and implemented by
the Company. The Company Suitability
Policy is posted on the Company’s website
www.thracegroup.gr.
Procedure for Periodic Evaluation of
Board of Directors Members
Individuals falling within the scope of the
Suitability Policy are continuously evaluat-
ed based on their ability to effectively, con-
sistently, and efficiently fulfill their duties
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Amounts in thousand Euro, unless stated otherwise
and ensure the interests of the Company
and other stakeholders, in order to achieve
prudent and sound management of the
Company by fit and proper individuals.
The members of the Board of Directors
and its Committees are evaluated:
• On a collective basis, which takes into
account the overall operation of the
Board of Directors and its Committees
and
• On an individual basis regarding the
assessment of each member contribu-
tion to the successful operation of the
Board of Directors.
The periodic evaluation of the Board of
Directors members and its Committees
is held on an annual basis within the first
quarter of each year, unless otherwise de-
cided by the Remuneration & Nomination
Committee and concerns the period of 12
months of the previous year.
Self-evaluation of the overall performance of
the Board of Directors and its Committees
The self-evaluation of the overall perfor-
mance of the Board of Directors and its
Committees is carried out taking into ac-
count the purposes, responsibilities, their
operation based on the Articles of Associ-
ation, the Regulations and the legislative
and regulatory framework. Also, during the
overall evaluation, the composition, the di-
versity, and the effective cooperation of
the members of the Board of Directors for
the fulfillment of their duties are taken into
account. It is conducted on the basis of
questionnaires which are approved by the
Remuneration & Nomination Committee
and are completed by the members of the
Board of Directors and the Committees.
Members should answer all the questions
on the questionnaires.
The Remuneration & Nomination Com-
mittee decides on the initiation of the
self-evaluation process and decides
whether it is deemed appropriate for the
annual evaluation to be carried out inter-
nally or with the assistance of an indepen-
dent external consultant.
Individual Evaluation of Board of Directors
Members and its Committees
The individual evaluation of the members
of the Board of Directors concerns the
performance of each member on an in-
dividual basis and the assessment of his/
her contribution to the effective operation
and overall performance of the Board of
Directors.
Each member of the Board of Direc-
tors is evaluated by the Chairman or the
Vice-Chairman and all the other members
of the Board of Directors, regarding the
fulfillment of the role and the more specif-
ic tasks assigned to him/her, as defined in
the Rulebook of the Board of Directors and
its Committees, in the Internal Regulations
of the Company, in the Corporate Gover-
nance Code as well as in law 4706/2020.
During the individual evaluation, the sta-
tus of the member is taken into account
(executive, non-executive, independent
non-executive), the participation in special
Committees, the assumption of special re-
sponsibilities / projects, the time dedicat-
ed during the fulfillment of his / her duties,
the behavior as well as the utilization of
theoretical knowledge and professional
experience possessed.
The evaluation is carried out on the basis
of questionnaires that are completed for
each member, while in addition, in the
context of the individual evaluation, the
Chairman or Vice-Chairman may meet
Annual Financial Report as of 31.12.2023
Page 109 of 292
Amounts in thousand Euro, unless stated otherwise
individually with the members, if this is
deemed appropriate or necessary.
In case a low score is identified or there are
suggestions for improvement for specific
members, the Chairman and/or the Vice
Chairman of the Board of Directors are in-
formed so as to consider the possibility of
an individual meeting of the Chairman and
/ or the Vice-Chairman with the member
of the Board of Directors for their update,
the discussion of the individual points that
have been recorded and the definition
of the actions that are deemed appropri-
ate to follow. Regarding the evaluation of
the Chairman, a corresponding update is
made, if necessary, to the Chairman of the
Remuneration & Nomination Committee.
During the relevant briefing of the Chair-
man of the Board of Directors, the ano-
nymity of the members who made the
evaluation is ensured and in no case are
their details disclosed to the Chairman of
the Board or to the Remuneration & Nomi-
nation Committee.
Based on the evaluation of the Board of
Directors members and its Committees,
as described above, with reference period
the closing fiscal year 2023 (01.01.2023-
31.12.2023), no significant weaknesses
were identified. Therefore, the Board of
Directors decided not to prescribe any cor-
rective actions.
VII. General Meeting and
Shareholders’ Rights
1. Authorities of General Meeting
• The General Meeting of the Compa-
ny’s shareholders is the highest corpo-
rate body and is entitled to decide on
any issue that concerns the Company,
while its decisions also bind share-
holders that are not present or who
disagree.
• Issues regarding invitation, convening
and conducting General Meetings of
shareholders, that are not particularly
defined by the Company’s current Ar-
ticles of Association are governed by
the relevant provisions of articles 116-
140 of Law 4548/2018, as currently in
effect.
2. Convening the General Meeting
The General Meeting convenes at the
Company’s registered offices or in a dis-
trict of another municipality within the
prefecture of its domicile or another mu-
nicipality near the domicile. The General
Meeting may also convene in the district
of the municipality, where the domicile of
the relevant organized market is located.
Remote participation in the voting at the
General Meeting of shareholders is al-
lowed, using audiovisual/electronic or oth-
er means, by postal vote, with the share-
holder’s prior dispatch of the agenda items
of the General Meeting and relevant ballot
papers or postal voting forms at least five
(5) days prior to the General Meeting. The
agenda items, ballot papers, and postal
voting forms may also be made available,
and their completion may also be done
electronically via the internet. Sharehold-
ers voting in this manner are counted to-
wards the quorum and majority, provided
that the relevant ballot papers and postal
voting forms have been received by the
Company at least one (1) full day before
the day of the General Meeting.
In this case, the Company shall take ade-
quate measures to:
(a) be able to ensure the identity of the
participant, the participation of per-
sons who are entitled to participate in
or attend the General Meeting and the
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Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
security of the electronic connection,
(b) enable the participant to monitor the
proceedings of the Meeting by elec-
tronic or audiovisual means and to ad-
dress the Meeting, verbally or in writ-
ing during the meeting, and to vote on
the items on the agenda and
(c) ensure the ability to record accurately
the participant’s remote voting.
The members of the Board of Directors, the
Chairman of Audit Committee, as well as
the Chartered Auditors-Accountants of the
Company are entitled to attend the Gener-
al Meeting. The head of the Internal Audit
Unit must attend the General Meetings of
shareholders. The Chairman of the General
Meeting may, under his/her responsibility,
allow the presence of other persons who
do not have shareholder status or are not
shareholders’ representatives, to the ex-
tent this is not contrary to the Company’s
interest. These persons are not considered
to be members of the General Meeting for
the sole reason that they have spoken on
behalf of a present shareholder or upon
the invitation of the Chairman.
3. Representation of shareholders at
the General Meeting
Shareholders that have the right to par-
ticipate in the General Meeting may be
represented in such by legally authorized
proxies.
4. Chairman of the General Meeting
The Chairman of the Board of Directors
temporarily presides over the General
Meeting. In case the Chairman is unable
to attend, the Deputy Chairman, as spec-
ified in Article 9 of the Articles of Associ-
ation, or if both are unable to attend, the
oldest attending director assumes the role.
The duties of the Secretary are temporar-
ily performed by those appointed by the
Chairman.
Following the reading of the final list of
shareholders that have voting rights, the
Meeting proceeds with electing a Chair-
man and a Secretary who also serves as a
vote teller.
5. Minutes
Copies or extracts from the minutes of the
General Meeting shall be ratified by the
Chairman or by his / her legal substitute or
by his / her replacement or by any person
appointed by the Board of Directors.
6. Shareholders’ Rights before the
General Meeting
• From the day of publication of the in-
vitation to convene the General Meet-
ing until the day of the meeting itself,
the Company posts on its website the
following information:
(a) the invitation to convene the General
Meeting,
(b) the total number of shares and voting
rights that the shares incorporate at
the date of the invitation, indicating
also separate totals per share class,
(c) the forms to be used for voting by a
representative or delegate, and, where
provided for, by ballot paper or mail
vote and by electronic means, and
(d) the documents to be submitted to the
General Meeting,
(e) a draft decision on each item of the
proposed agenda and the draft reso-
lutions proposed by the shareholders
pursuant to paragraph 3 of article 141
of Law 4548/2018.
Annual Financial Report as of 31.12.2023
Page 111 of 292
Amounts in thousand Euro, unless stated otherwise
• The Company publishes the results
of voting on its website, under the re-
sponsibility of the Board of Directors,
within five (5) days at the latest from
the date of the General Meeting, spec-
ifying for each decision at least the
number of shares for which valid votes
were cast, the proportion of capital
represented by these votes, the total
number of valid votes, as well as the
number of votes in favor and against
each decision and the number of ab-
stentions.
7. Right of Participation and Voting
Each share is entitled to one (1) vote. Any
individual appearing as a shareholder in
the records of the Dematerialized Securi-
ties System (DSS) managed by the Hellenic
Central Securities Depository (ATHEXCSD)
or identified as such based on the relevant
date through registered intermediaries
or other intermediaries complying with
the provisions of the law (Law 4548/2018,
Law 4569/2018, Law 4706/2020, and Reg-
ulation (EU) 2018/1212), as well as the Op-
erating Regulation of the Hellenic Cen-
tral Securities Depository (Gov. Gaz. Β΄
1007/16.03.2021), is entitled to participate
in the General Meeting.
The status of the shareholder must ex-
ist at the beginning of the fifth (5
th
) day
before the initial session of the General
Meeting. Proof of shareholder status can
be provided by any legal means, and, in
any case, based on information received
by the Company from the CSD, under the
condition it provides registry services or
through the participants and registered in-
termediaries in the CSD in any other case.
For the Repeated General Meeting the sta-
tus of shareholder must exist at the begin-
ning of the fifth (5
th
) day prior to the day
of the General Meeting in accordance with
the provisions of article 124 par. 6 of law
4548/2018, as in force today, provided that
the adjourned or repeated meeting is not
more than thirty (30) days from the record
date. If this is not the case or if a new invita-
tion is published in the case of the repeat-
ed General Meeting, the General Meeting
is attended by the person who has the
shareholder status at the beginning of the
third (3
rd
) day before the postponed or the
repeated General Meeting.
Only those that have the shareholder ca-
pacity during the respective record date
is considered by the Company to have the
right of participation and voting at the
General Meeting (initial and / or any re-
peated meeting).
It is noted that the exercise of the above
rights (participation and voting) does not
require the blockage of the beneficiary’s
shares or any other relevant process, which
limits the ability to sell or transfer shares
during the time period between the record
date and the date of the General Meeting.
8. Minority Rights of Shareholders
Pursuant to article 141 of Law 4548/2018,
the shareholders have, inter alia, the fol-
lowing rights:
(a) At the request of shareholders, rep-
resenting one twentieth (1/20) of the
paid-up share capital, the Board of
Directors is obliged to convene an Ex-
traordinary General Meeting of Share-
holders, appointing a meeting date,
which shall not be more than forty five
(45) days from the date of submission
of the application to the Chairman of
the Board of Directors. The application
contains the subject of the agenda. If
no General Meeting is convened by
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Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
the Board of Directors within twenty
(20) days from service of the relevant
application, the convocation shall be
carried out by the applicant share-
holders at the expense of the Compa-
ny, by a court order issued during the
injunctive measures procedure. This
decision defines the place and time
of the meeting as well as the agenda.
The decision is not challenged by legal
means.
(b) With the request of shareholders that
represent one twentieth (1/20) of the
paid-up share capital, the Board of Di-
rectors of the Company is obliged to
list additional issues on the General
Meeting’s agenda, if the relevant re-
quest is received by the Board at least
fifteen (15) days prior to the General
Meeting. The request for the listing of
additional issues on the daily agenda
is accompanied by a justification or
by a draft resolution for approval by
the General Meeting and the revised
agenda is published in the same man-
ner as the previous agenda, at least
thirteen (13) days prior to the General
Meeting date and at the same time
is disclosed to shareholders on the
Company’s website together with the
justification or draft resolution sub-
mitted by the shareholders according
to those stipulated by article 123, para-
graph 4 of Law 4548/2018. If these is-
sues are not published, the requesting
shareholders are entitled to request
the postponement of the General
Meeting and to make the publication
themselves.
(c) Shareholders representing one twen-
tieth (1/20) of the paid-up share capi-
tal shall have the right to submit draft
decisions on issues included in the
original or any revised agenda. The
relevant application must reach the
Board of Directors seven (7) days pri-
or to the date of the General Meeting
and the draft decisions are made avail-
able to the shareholders according to
the provisions of article 123 par. 3 of
law 4548/2018 six (6) at least days prior
to the date of the General Meeting.
The Board of Directors is not obliged to
enroll issues on the agenda or to publish
or disclose them together with justifica-
tions and draft decisions submitted by the
shareholders according to the above para-
graphs b and c respectively, if their content
comes obviously contrary to law or ethics.
(d) At the request of a shareholder or
shareholders representing one twen-
tieth (1/20) of the paid-up share cap-
ital, the Chairman of the Meeting is
obliged to postpone the decision of
the General Meeting, either ordinary
or extraordinary, for all or certain
items, setting a day for the continua-
tion of the meeting to conclude with
these matters, the one specified in
the shareholders’ application, but this
cannot be more than twenty (20) days
from the date of the postponement.
The postponement of the General
Meeting is a continuation of the previ-
ous one and no repetition of the publi-
cation formalities of the shareholders’
invitation is required. New sharehold-
ers cannot participate in it, subject to
the relevant participation formalities.
(e) Following a request of any sharehold-
er that is submitted to the Company at
least five (5) full days prior to the Gen-
eral Meeting, the Board of Directors
is obliged to provide to the General
Meeting the specifically required in-
formation on the Company’s affairs, to
the extent that such are useful for the
real assessment of the agenda issues.
Annual Financial Report as of 31.12.2023
Page 113 of 292
Amounts in thousand Euro, unless stated otherwise
No obligation to provide information
exists when the relevant information
is already available on the Company’s
website, especially in the form of ques-
tions and answers. Also, at the request
of shareholders representing one
twentieth (1/20) of the paid-up capi-
tal, the Board of Directors is obliged
to announce to the General Meeting,
if ordinary, the sums paid over the
last two years to each member of the
Board of Directors or the directors of
the Company, as well as any bene-
fit to such persons from any cause or
contract between the Company and
the members. In all the above cases,
the Board of Directors may refuse to
provide the information for substan-
tive reason, which is recorded in the
minutes. Such a reason may be, under
the circumstances, the representation
of the requesting shareholders in the
Board of Directors in accordance with
Articles 79 or 80 of Law 4548/2018. In
the cases of this paragraph, the Board
of Directors may respond in unison to
shareholder requests with the same
content.
(f) Following a request by shareholders
that represent one tenth (1/10) of the
paid-up share capital, which is sub-
mitted to the Company at least five
(5) full days prior to the General Meet-
ing, the Board of Directors is obliged
to provide to the General Meeting
information on the development of
corporate affairs and the financial po-
sition of the Company. The Board of
Directors may decline the provision
of such information for reasonable
cause, which is stated in the minutes.
Such a reason may be, according to
the circumstances, the representation
of the requesting shareholders in the
Board of Directors in accordance with
Articles 79 or 80 of Law 4548/2018 or
if the relevant members of the Board
of Directors have received the relevant
information in a sufficient manner.
(g) At the request of shareholders rep-
resenting one twentieth (1/20) of the
paid-up share capital, the voting on a
subject or issues on the agenda shall
be made by open vote.
In all the cases of Article 141 of Law
4548/2018, the requesting share-
holders are required to prove their
shareholder status and, except in
the cases of the first subparagraph
of paragraph 6 and paragraph 10,
the number of shares they hold in
exercising their rights. Demonstra-
tion of shareholder status can be
done by any legal means, based on
information received by the Compa-
ny from the CSD, under the condi-
tion it provides registry services or
through the participants and regis-
tered intermediaries in the CSD in
any other case.
(h) Shareholders of the Company, repre-
senting at least one twentieth (1/20)
of the paid-up share capital, are enti-
tled to request extraordinary audit of
the Company by court which has juris-
diction in the procedure of voluntary
jurisdiction. Control shall be ordered
if acts that violate provisions of the
Company’s law or the Articles of As-
sociation or decisions of the General
Meeting are suspected.
(i) Shareholders of the Company repre-
senting one fifth (1/5) of the paid-up
share capital are entitled to request
the court to audit the Company, since
from the course of the Company and
on the basis of certain indications it
Page 114 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
is believed that the management of
corporate affairs is not exercised as
required by sound and prudent man-
agement. The court may consider that
the representation of the requesting
shareholders in the Board of Directors
in accordance with Articles 79 or 80
does not justify the shareholders’ re-
quest.
(j) Shareholders representing one twen-
tieth (1/20) of the paid-up share capi-
tal have the right to submit a written
application to the Board of Directors
with the object of exercising the Com-
pany’s claim pursuant to article 103 of
Law 4548/2018.
(k) Shareholder holding shares repre-
senting 2 percent (2/100) of the share
capital may request the annulment of
a decision of the General Meeting that
took place in a manner not consistent
with the law or the Articles of Associa-
tion, if he/she did not attend the Gen-
eral Meeting or opposed the decision.
(l) At the request of a shareholder or
shareholders representing at least one
third (1/3) of the paid-up capital, the
Company may be dissolved by a court
order if there is an important reason
for doing so, which in a clear and per-
manent manner proves that its contin-
uance is impossible.
9. Process for exercising voting rights
through a proxy
The shareholder participates in the Ex-
traordinary General Meeting and votes
either in person or through a proxy. Each
shareholder may appoint up to three (3)
proxies. Legal entities participate in the
General Meeting by appointing up to three
(3) persons as representatives. However,
if a shareholder owns Company shares,
which appear in more than one security
accounts, this limitation does not obstruct
the said shareholder from appointing dif-
ferent proxies for the shares that appear
in each security account in relation to the
General Meeting. A proxy that acts on
behalf of more than one shareholder can
vote separately for each shareholder.
Specifically for shareholder participation
by proxy at the Annual Ordinary Gen-
eral Meeting or any Repeated Meeting,
remotely in real-time by teleconference,
the shareholder or the Participant of the
Securities Account in the DSS or another
intermediary acting as custodian of the
shareholder and holding his/her shares
may appoint up to one (1) proxy.
A shareholder proxy must disclose to the
Company, prior to the beginning of the Ex-
traordinary General Meeting, any specific
event that may be useful to shareholders
in assessing the risk of the proxy serving
other interests than those of the represent-
ed shareholder. There might be conflict of
interests specifically when the proxy:
(a) is a shareholder that exercises control
on the Company or is another legal en-
tity controlled by the shareholder,
(b) is a member of the Board of Directors
or generally the management of the
Company or of a shareholder that ex-
ercising control on the Company, or
another legal entity that is controlled
by a shareholder who exercising con-
trol of the Company,
(c) is an employee or Chartered Audi-
tor-Accountant of the Company or
shareholder that exercising control of
the Company, or another legal entity
controlled by the shareholder who ex-
ercising control of the Company,
(d) is a spouse or first degree relative with
Annual Financial Report as of 31.12.2023
Page 115 of 292
Amounts in thousand Euro, unless stated otherwise
one of the persons mentioned above
in cases (a) through (c).
The appointment and revocation or re-
placement of the representative or proxy
is applied in written or electronically and
submitted to the Company in the same
form, at least forty eight (48) hours prior to
the defined date of the General Meeting.
The Company makes available the form
it uses to appoint proxies on its website.
This form is submitted completed and
signed by the shareholder to the Compa-
ny’s Investor Relations Department or is
sent by fax to the latter at least forty eight
(48) hours prior to the date of the General
Meeting.
The beneficiary shareholder is requested
to confirm the successful dispatch and re-
ceipt of the proxy form by the Company by
contacting the Company during working
days and hours.
10. Procedure for remotely
participating in the vote by Mail
vote.
In addition, shareholders have the option
to participate remotely, in person or by
proxy, at the vote on the item of the Annu-
al Ordinary General Meeting that will take
place before the General Meeting, under
the terms of article 126 of law 4548/2018
and under what it is mentioned below.
Specifically, shareholders that wish to par-
ticipate and vote remotely on the item of
the Annual General Meeting that will take
place before the General Meeting, can
complete, and submit the “Mail vote form”
which has been uploaded at the site of the
Company, signed with a dully verified sig-
nature form or be sent digitally signed by
using a recognized digital signature (quali-
fied certificate) by the proxy or sharehold-
er through email.
11. Other Shareholders’ Rights &
Method of Exercise
The Company has issued common regis-
tered shares listed on the Athens Exchange
and registered in immaterial form in the
records of the Dematerialized Securities
System. There are no special rights in favor
of specific shareholders.
The acquisition of Company shares implies
the full and without any reservation accep-
tance of its Articles of Association and of
the legal decisions made by its relevant
bodies.
Each share provides rights corresponding
to the respective percentage of share cap-
ital such represents. The responsibility of
shareholders is limited respectively to the
nominal value of shares owned. In case of
co-ownership of a share, the rights of the
co-beneficiaries are exercised only by a
joint representative of such. The co-bene-
ficiaries are responsible with solidarity and
entirely for fulfilling the obligations that
emanate from the common share.
Each Company share incorporates all the
rights and obligations defined by Law
4548/2018, as its Articles of Association ap-
ply, and specifically:
• The right to participate and vote in the
General Meeting.
• The right to receive dividend from the
Company’s earnings.
• The right on the product of liquida-
tion, or respectively the capital depre-
ciation that corresponds to the share,
given that such is decided by the Gen-
eral Meeting. The General Meeting of
the Company’s shareholders main-
tains all its rights during liquidation.
• The pre-emptive right in any increase
of the Company’s share capital that
Page 116 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
takes place by cash and through the
issue of new shares, as well as the
pre-emptive right in any issue of con-
vertible bonds, given that the General
Meeting that approves the increase
does not decide differently.
• The right to receive a copy of the an-
nual financial statements and reports
by the Chartered Auditors-Accoun-
tants and Board of Directors of the
Company.
• The rights of minority shareholders
described below.
VIII. Report of the Audit Committee
1. SUMMARY FOR THE
MANAGEMENT
In my capacity as Chairman of the Audit
Committee of the Company, I hereby pres-
ent the summary Report of the Commit-
tee for the financial year 2023 (01.01.2023
- 31.12.2023), in order to demonstrate the
relevant actions and Committee’s essen-
tial contribution toward the Company’s
compliance with the provisions of cur-
rent legislative and regulatory framework
in an environment characterized by in-
tense and multilevel challenges as well as
uncertainties.
The Audit Committee constitutes an In-
dependent Committee and is consisted
of one (1) Independent Non-executive
Member of the Board of Directors of the
Company and two (2) non-members - third
parties.
The current Audit Committee was elect-
ed by the Extraordinary General Meeting
of Shareholders on February 11th, 2021,
as the Committee was reconstituted into
a body following the resignation of the
member Mr. Konstantinos Gianniris and
his replacement by the new member Ms.
Sophia Manesi. Following the replace-
ment of Mr. Konstantinos Gianniris by the
Annual Ordinary General Meeting of the
Company’s Shareholders on May 24
th
, 2023
and the appointment of Ms. Sophia Ma-
nesi as new member for the remainder of
the term, the Audit Committee during its
meeting on May 25
th
, 2023 was constituted
in a body as follows:
Georgios
Samothrakis
Independent Non-
Executive Member of the
Board – Chairman
Konstantinos
Kotsilinis
Third party – non Board
Member – Member
Sofia Manesi
Third party – non Board
Member – Member
The members of the Audit Committee
have in their entirety sufficient knowledge
of the sector which the Company activates
in, while the total members of the Audit
Committee are independent of the Com-
pany, as the following apply:
(a) They do not hold shares representing
an equity stake greater than 0.5% of
the Company’s share capital; and
(b) They do not have any dependency re-
lationship with the Company itself or
persons related to the Company. The
dependency relationship is specified
in particular in the provisions of article
9 par. 1 and 2 of Law 4706/2020.
Furthermore, the criterion of sufficient
knowledge and experience in the fields
of auditing or accounting is demonstrably
fulfilled both in the person of Mr. Geor-
gios Samothrakis and in the person of Mr.
Konstantinos Kotsilinis, both of whom are
former Chartered Auditors - Accountants
with a very broad background in terms
of scientific knowledge and with rich
professional experience as well as prior
Annual Financial Report as of 31.12.2023
Page 117 of 292
Amounts in thousand Euro, unless stated otherwise
professional service. The above decisively
and substantially contribute to the greater
efficiency of the Audit Committee and as-
sist in the implementation of its duties in
the most appropriate manner with the aim
of strengthening the dynamics as well as
the value of the Company. Finally Ms. So-
phia Manesi, possessing many years of ex-
perience in Internal Auditing, can make a
substantial contribution to the Audit Com-
mittee so that the latter can carry out its
work in the most effective manner and be
able to provide substantial solutions and
guidance facilitating at the same time the
economic growth of the Company, while
fulfilling all of its legal obligations.
The term of office of the Audit Committee
as five years, beginning on February 11,
2021 and ending on February 11, 2026.
Furthermore, with regard to the Com-
mittee’s actions during the previous year
there is respective analysis in the following
paragraphs:
2. MEETINGS FREQUENCY OF AT
TENDANCE OF EACH MEMBER PER
YEAR IN THE MEETINGS
The Committee convenes at least four (4)
times a year. The Chairman of the Com-
mittee decides on the frequency and
schedule of meetings. Chartered Audi-
tors- Accountants are entitled to request a
meeting with the Committee if they deem
it necessary.
During the year 2023, the Audit Commit-
tee convened sixteen (16) times with all its
members present at all meetings and with
the internal auditors, the independent
Chartered Auditors - Accountants and
the Head of the Regulatory Compliance
and Risk Management Unit informing the
Committee on matters related to their du-
ties. In the majority of meetings, and fol-
lowing a relevant invitation made by the
Committee, key executives in charge of
the administration and management of
the various corporate affairs and activities
were also present.
The relevant minutes were kept for all
meetings of the Committee that took place
in year 2023, while during these meetings
the Committee mainly examined the fol-
lowing issues according to the analysis
presented in the next paragraphs:
3. EXTERNAL AUDIT / FINANCIAL
INFORMATION PROCEDURE
The Audit Committee was mainly con-
cerned with the following:
• The preparation process of financial
information and the assessment of the
financial statements of the Company
in terms of their accuracy, complete-
ness and consistency. In particular,
it was found that the financial state-
ments were in accordance with their
legally binding content and frame-
work of preparation. At the same time,
the compliance with the respective
publicity rules was verified, as well as
the ability of investors and other users
to have immediate, smooth and unin-
terrupted access to the financial infor-
mation.
• The announcements concerning the
financial performance of the Compa-
ny and the careful examination of the
main parts of financial statements that
contain significant judgments and es-
timates by the Management.
• The provision of additional non-audit
services to the Company by the audit
firm to which the Chartered Auditor-
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Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Accountant belongs. The selection
and determination of the terms of
collaboration and the remuneration
of the Chartered Auditor- Accountant,
through a relevant proposal present-
ed at the Ordinary General Meeting of
the Company as well as the selection
criteria that should be applied and ul-
timately be fulfilled (provision of high
quality services, fair, reasonable and
competitive remuneration, etc.).
• The assurance of the state of inde-
pendence of the Chartered Auditor-
Accountant, of the objectivity and
efficiency of the audit process, based
on the relevant professional and reg-
ulatory requirements. In the above
context, the Chartered Auditor- Ac-
countant was summoned by the Audit
Committee and joined its meetings
four (4) times and more specifically on
January 10
th
, April 11th, September 15
th
and December 11th, 2023. During the
above meetings, the Chartered Audi-
tor- Accountant confirmed the inde-
pendence and absence of any external
direction or directive or recommen-
dation in the performance of duties.
Furthermore, monitoring and ensur-
ing the completeness, objectivity and
effectiveness of the audit by the Char-
tered Auditor- Accountant constitutes
a key priority of the Committee.
• The process of carrying out the man-
datory audit of the separate and con-
solidated financial statements of the
Group and the Company for the year
2022, as well as the content of the
main and the supplementary report
submitted by the regular auditor.
• The review of the separate and con-
solidated financial statements of the
Group and the Company for the first
half of 2023, the first quarter of 2023
and the 9-month period of 2023, as
well as the Company’s key operating
and financial figures, which were pub-
licly released for the respective peri-
ods.
• The performance of a procedure for
the selection of a new Audit Firm,
in application of article 42 of Law
4449/2017, i.e. the mandatory change
of the existing Chartered Auditors- Ac-
countants starting from the financial
year 2024 and the drafting of a rele-
vant proposal to the Board of Direc-
tors for their appointment.
The important audit issues (Risks and ar-
eas of emphasis of audit), which according
to the judgment of the Audit Committee
were adequately covered by the ordinary
audit process, are the following:
Risk: Violation of Controls and Rules by
the Management
Description of risk: The Management is
theoretically capable of committing fraud
due to its ability to manipulate accounting
records and prepare misleading financial
statements by violating controls and rules
that otherwise appear to be applied effec-
tively. Although the level of risk referring to
any breach of controls and rules on behalf
of the management will vary from entity to
entity, the risk is nevertheless present in all
entities. Due to the unpredictable manner
in which such a breach could occur, the
above is a risk of material error due to fraud
and therefore constitutes a serious risk (IAS
240.31). The Management has implement-
ed certain audit procedures at the entity
level in order to prevent / detect possible
violations of the controls and rules by the
administration.
Annual Financial Report as of 31.12.2023
Page 119 of 292
Amounts in thousand Euro, unless stated otherwise
During the execution of audit procedures for the risk of fraud, no cases of realized or
suspected fraud were identified.
Risk: Revenue Recognition (in € 000)
Group – Consolidated Financial Statements 2023 2022
Turnover – continued activities € 345,373 € 394,382
Income recognition
The Group recognizes income from the sale of goods when the control of the goods is
transferred to the customer, usually upon
delivery, and there is no outstanding obli-
gation that could affect the customer’s ac-
ceptance of the goods. The main product
categories are technical fabrics (Geosyn-
thetics and fabrics for construction, gar-
den projects, hospital and hygiene prod-
ucts, filter industry, automotive industry,
industrial use, sports and leisure, carpets,
yarns and belts) and packaging products
(mega bags, sacks , packaging film, pack-
aging fabrics, containers, buckets, cups,
glasses, containers and trays, plastic boxes,
bottles, various bags, waste bags, ropes
and strings.) The Group accepts return of
products only in case of a defective or gen-
erally non-standard product.
Significant risks
• risk of error in income due to fraud.
• risk that the income from sales is not recognized based on the requirements
of IFRS 15 as well as the risk that the time at which the risks and rewards are
transferred has not been correctly depicted in the financial statements.
Audit approach
• Substantial audit procedures to detect material errors or verification at the end
of the period to ensure that the risks and rewards of the transaction related to in-
come from sales to third parties have been properly recognized and in the appro-
priate financial year.
• Based on the procedures carried out, no issues were identified in relation to
the timing of income / revenue recognition.
Audit results / conclusion
Page 120 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Other areas of audit emphasis
Risk
Significant /
increased /
standard risk
Risk identification factor Audit approach
Impairment of
participations
in subsidiaries
Increased The Management initially exam-
ines whether there are indications
of impairment in order to proceed
with an impairment test of its equi-
ty holdings. This particular process
is complex, requires judgment and
is based on a number of significant
assumptions and estimates by
Management. The procedures in-
clude a review of the assumptions
used, the calculations made and
an examination of the reasonable-
ness of Management’s estimates.
Examination of any evidence
for impairment identified
by the Management and
substantive procedures to
confirm the value of equi-
ty holdings in subsidiaries
and related companies in
the Financial Statements of
31.12.2023. No material errors
were found during the audit.
Impairment
of non-
financial
assets (Don &
Low)
Increased The Management initially exam-
ines whether there are indications
of impairment in relation to non-fi-
nancial assets in order to proceed
with an impairment test. This par-
ticular process is complex, requires
judgment and is based on a num-
ber of significant assumptions and
estimates by Management. The
procedures include a review of the
assumptions used, the calculations
made and an examination of the
rationality of Management's esti-
mates.
Examination of any evidence
for impairment identified by
the Management and sub-
stantive procedures to con-
firm the value of the tangible
fixed assets in the Financial
Statements of 31.12.2023. No
significant errors were identi-
fied during the audit.
Provisions
for employee
benefits
(Don & Low)
Increased The provisions for employee ben-
efits may be overstated or under-
stated – since it is an area where
significant judgment is required.
Substantive audit procedures
to examine the rationality of
estimates and assumptions
used by Management. No
material errors were found
during the audit.
Goodwill
Impairment
Increased The Management initially exam-
ines whether there are indications
of impairment in order to proceed
with a goodwill impairment test.
This particular process is complex,
requires judgment and is based on
a number of significant assump-
tions and estimates by Manage-
ment. The procedures include a
review of the assumptions used,
the calculations made and an ex-
amination of the reasonableness
of Management’s estimates.
Examination of any evidence
for impairment identified by
the Management and sub-
stantive procedures to con-
firm the balance of the Good-
will item of the Financial
Statements as of 31.12.2023.
No material errors were
found during the audit.
Annual Financial Report as of 31.12.2023
Page 121 of 292
Amounts in thousand Euro, unless stated otherwise
Conclusion: No significant deviations were
detected in the above-mentioned areas of
audit emphasis.
4. INTERNAL CONTROL AND
RISK MANAGEMENT SYSTEM /
INTERNAL AUDIT UNIT
The Audit Committee also dealt with the
following:
• The supervision of the Company’s in-
ternal audits and monitoring the ef-
fectiveness of the Company’s internal
control and risk management systems
to ensure that the main risks (such as
risk of fluctuations in raw material
prices, credit risk, liquidity risk, foreign
exchange risk, interest rate risk, capital
adequacy risk, etc.) are properly iden-
tified, addressed and disclosed.
• Ensuring the independence of the
Internal Audit Unit, monitoring its
smooth operation in accordance with
international standards for the profes-
sional implementation of internal con-
trol procedures, but also in line with
the current legal and regulatory frame-
work (indicatively Law 4706/2020, as
currently in force).
• Informing the Audit Committee, re-
garding the work of the Internal Audit
Unit and its audit reports, the evalua-
tion of the work, the adequacy as well
as the efficiency of the unit as well as
of the Head of Internal Audit.
• The submission of the audit reports
from the Internal Audit Unit to the
Board of Directors.
• The information provided to the Board
of Directors of the Company regarding
the areas that the Audit Committee,
during the exercise of its duties, con-
siders that there are essential issues
and the monitoring of the response of
the Management on the above issues.
• Defining and reviewing the operating
regulation of the Internal Audit Unit of
the Company.
• The identification of possible cases of
conflict of interest during the Compa-
ny’s transactions with related parties
or any unusual transactions that have
not taken place under normal market
practices and the submission of the
relevant reports to the Board of Direc-
tors.
• Ensuring the existence of the required
procedures, according to which the
Company’s personnel will be able, in
confidentiality, to express their con-
cerns about possible illegalities and
irregularities in matters of financial
information or other issues related to
the operation of the Company, which
they should then be properly investi-
gated and addressed.
It is noted that the Audit Committee ful-
ly complying with the key points, clari-
fications and recommendations as well
as the Questions and Answers (Q&As)
of the documents with protocol num-
ber 784/20.03.2023 of the Department of
Listed Companies of the Hellenic Capital
Markets Commission underlines that both
the main and the supplementary report
submitted by the regular Chartered Audi-
tor-Accountant does not include any of the
following:
o Important issues regarding financial
information and reporting, and
o Weaknesses on the level of the inter-
nal control system with regard to the
auditor’s supplementary report to the
Audit Committee.
Additionally, as already mentioned in
the above paragraphs, the Audit Com-
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Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
mittee during the fiscal year of 2023:
o Was informed of all the findings result-
ing from the reports compiled by the
Internal Audit Unit,
o Submitted specific proposals in rela-
tion to the above reports and findings
either to the Internal Audit Unit or to
the Company’s Board of Directors, and
in all cases there was a corresponding
response to all issues that emerged.
5. REGULATORY COMPLIANCE
AND RISK MANAGEMENT /
REGULATORY COMPLIANCE AND
RISK MANAGEMENT UNIT
In the context of implementation of Law
4706/2020, the supervision of the Regu-
latory Compliance and Risk Management
Unit was included in the responsibilities
of the Audit Committee, and therefore the
Audit Committee mainly dealt with the fol-
lowing:
• Monitoring the level of compliance
with corporate governance and spe-
cific governance practices such as data
protection, cyber security and infor-
mation security.
• Ensuring that there were no cases of
conflict of interest in the Company’s
transactions with related parties. Pro-
vision of an update to the Board of Di-
rectors about the specific issue.
• Monitoring the process and the im-
plementation of the risk assessment
exercise on the level of the Company
and its subsidiaries. The respective
exercise was submitted to the Audit
Committee.
• The completion of the assessment
process of the Internal Audit System of
the Company and its significant sub-
sidiaries by an independent evaluator
with a reporting date as of 31.12.2022
and with a reporting period from the
entry into force of article 14 of Law
4706/2020 (17/7/21), as well as the con-
tent of the main and supplementary
report submitted by the independent
evaluator.
• The monitoring of the process and
the implementation of assessment of
the Company’s Corporate Governance
System with a reporting date as of
31.12.2023 and with a reporting peri-
od from the entry into force of article
14 of Law 4706/2020 (17/7/21), as con-
ducted by the Secretary of the Board
of Directors along with the assistance
of the Regulatory Compliance & Risk
Management Unit.
• Ensuring that there are structures and
procedures, according to which the
Company’s personnel will be able, in
confidence, to express concerns about
potential illegalities and irregularities
in matters of financial information or
about other issues related to the op-
eration of the business (Whistleblow-
ing). Also ensuring the performance of
effective and independent investiga-
tion of such matters and their appro-
priate handling.
• Informing the Board of Directors
about the issues arising from the work
carried out on the above areas.
6. SUSTAINABLE DEVELOPMENT
POLICY
Thrace Plastics Group has put into effect
from the year 2021 an official Sustainable
Development Policy, while, at the same
time, it has adopted and is following a
5-year Strategic Plan for Sustainable De-
velopment based on the following axes,
Annual Financial Report as of 31.12.2023
Page 123 of 292
Amounts in thousand Euro, unless stated otherwise
each of which is broken down into specific
actions and goals:
• Reduction of greenhouse gas emis-
sions in all production processes;
• Improving the environmental impact
of products;
• Implementation of circular economy
related projects;
• Improving social aspects concerning
the stakeholders;
• Ensuring responsible corporate gover-
nance;
• Awareness and certification of activi-
ties.
These axes correspond to the pillars of
society, environment and corporate gov-
ernance and include the principles of sus-
tainable development upon which the
Group’s approach is based.
The focus areas of the above strategy have
emerged through the recognition and
prioritization -by the Management of the
Group- of the essential issues of sustain-
able development (according to the inter-
national standards of Sustainable Devel-
opment, GRI – Global Reporting Initiative),
aiming at their timely, lawful and effective
management of those issues and the de-
livery of tangible results for the creation of
a greater value in the economy, the envi-
ronment and the society where the Group
operates.
Especially in recent years, the transition
from the model of linear economy to the
one of circular economy has been a great
challenge for the Group, as it creates op-
portunities for further growth and devel-
opment. Fully in line with the European
strategy on plastics, the Group has taken
initiatives to enter into the era of circular
economy with the aim of reducing its en-
vironmental footprint. In this context, the
Group constantly adapts its business mod-
el in order to reduce its carbon footprint
and focus on the development of innova-
tive products and services, applying the
principles of the circular economy.
The strategy, the plans, the results and the
relevant commitments are analyzed in the
Sustainable Development Report of the
Group which is posted on its Website.
7. SUMMARY OF ITEMS AND
PERFORMANCE OF MISSION
A summary of the items of the agenda of
the Audit Committee per meeting is being
attached to the current document.
Finally, it is noted that during the exercise
of our Audit Committee’s duties, we had
and continue to have unhindered and full
access to all the information we need each
time, while our Company provides the nec-
essary infrastructure and space in order to
effectively perform all our duties.
Georgios Samothrakis
Chairman of the Audit Committee of
Thrace Plastics Co S.A.
Page 124 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
8. APPENDIX SUMMARY OF THE ITEMS OF THE AGENDA OF THE AUDIT
COMMITTEE PER MEETING
Summary of the Audit Committee Meetings
of Thrace Plastics Group for the Financial Year 2023
Date of
Meeting
Items of the Meeting's Agenda
Participation
10/1/2023
1. Validation of minutes of previous meeting.
2. Update from PWC on the course of the external audit of the
Group’s companies
Quorum
13/1/2023
1. Validation of the minutes of the previous meeting.
2. Update from DELOITTE on the evaluation of the Group’s
Internal Audit Unit
Quorum
18/1/2023
1. Validation of the minutes of the previous meeting.
2. Approval of a Memorandum submitted to the Board of
Directors for the selection of new external auditors
Quorum
24/2/2023
1. Validation of minutes of previous meeting.
2. Overview of the compliance audit report in the areas indicated
by the provisions of Law 4706/2020 and the Capital Market
Commission’s decision 1/891 «Evaluation of the Internal
Control System».
3. Overview of the annual update on the company’s Risk
Management.
4. Review of the Report of the Regulatory Compliance and
Risk Management, and Internal Audit Units by the Audit
Committee.
5. Presentation of the proposed Annual Program of the
Regulatory Compliance and Risk Management Unit.
6. Quarterly report of the Audit Committee to the BOD
Quorum
13/3/2023
1. Validation of minutes of the previous meeting.
2. Presentation by PWC of «Thrace Group L4706 Status Update»
- 2
nd
deliverable of the project «Evaluation of the Internal
Control System - Law 4706/2020».
3. Approval of the Internal Audit Unit’s work plan for the audit
year 2023.
Quorum
24/3/2023
1. Validation of minutes of the previous meeting.
2. Presentation by PWC of «Thrace Group L4706 Readiness
assessment» - Final deliverable of the project «Assessment of
Internal Control System - Law 4706/2020».
Quorum
11/4/2023
1. Validation of Minutes of the Previous Meeting.
2. Presentation by PwC about the regular audit and conclusions.
3. Discussion on the drafts of the Financial Statements and the
Reports of the Chartered Auditors- Accountants.
4. Quarterly report of the Audit Committee to the BOD
Quorum
Annual Financial Report as of 31.12.2023
Page 125 of 292
Amounts in thousand Euro, unless stated otherwise
Summary of the Audit Committee Meetings
of Thrace Plastics Group for the Financial Year 2023
21/4/2023
1. Validation of Minutes of Previous Meeting.
2. Approval of Annual Financial Report 1.1.2022 – 31.12.2022 and
Validation of Audit Committee Memorandum to the Board of
Directors.
3. Approval of the management report of the Board of Directors
and discharge of the Regular Auditor with regard to any
liability for the closing financial year 2022 (01.01.2022-
31.12.2022).
4. Proposal for the Election of an Auditing Company from the
Public Registry for the mandatory audit of the annual and
semi-annual Financial Statements of the current financial
year 2023 (01.01.2023-31.12.2023) and determination of its
remuneration.
5. Validation of the Audit Committee’s Activity Report for the
financial year 2022.
6. Validation of the Memorandum of the Audit Committee
submitted to the Board of Directors
Quorum
2/5/2023
Re-constitution of the Audit Committee as a body and election
of its Chairman in accordance with the provisions of article 44
of Law 4449/2017, as applicable after its amendment by Law
4706/2020, following the replacement of a member of this
Committee.
Quorum
16/5/2023
1. Validation of minutes of previous meeting.
2. Approval of the financial statements for the period ending on
31 March 2023 and of the relevant memorandum of the Audit
Committee submitted to the Board of Directors.
3. Providing information to a new Member of the Committee
about the basic characteristics of the Group’s business
operations and the departments supervised by the Audit
Committee.
Quorum
20/6/2023
1. Validation of minutes of previous meeting.
2. Review of the Whistleblowing Policy and Procedure.
3. Quarterly report of the Audit Committee to the BOD
Quorum
15/9/2023
1. Validation of minutes of previous meeting.
2. Provision of an update to external auditors for the 2023
semi-annual financial statements.
3. Approval of the semi-annual financial statements of the year
2023 and the relevant memorandum of the Audit Committee
submitted to the Board of Directors.
Quorum
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Amounts in thousand Euro, unless stated otherwise
Summary of the Audit Committee Meetings
of Thrace Plastics Group for the Financial Year 2023
24/10/2023
1. Validation of minutes of previous meeting.
2. Providing information to the Audit Committee regarding the
subject of the evaluation of Corporate Governance System.
3. Quarterly report of the Audit Committee to the BOD
Quorum
15/11/2023
1. Validation of minutes of previous meeting.
2. Approval of the financial statements for the period ending on
30 September 2023 and of the relevant memorandum of the
Audit Committee submitted to the Board of Directors.
Quorum
29/11/2023
1. Validation of minutes of previous meeting.
2. Progress of the work of the Internal Audit Unit based on the
annual plan and the extraordinary projects.
3. Presentation of internal audits that have been recently as-
signed and have not been presented to the Audit Committee.
4. Presentation of the progress of corrective actions with regard
to the audit findings relating to past audit reports.
5. Update on the completion by the Internal Audit Unit of the
project titled “General Group Policies Renewal”.
6. Update on the completion by the Internal Audit Unit of the
project of Renewal of the Customized Analytical Procedures of
the Greek Companies: i. Thrace NG & Thrace Polyfilms & Thrace
Eurobent, ii. Thrace Plastics Pack, iii. Thrace Holding.
7. Instruction in English for approval of travel expenses of the
MDs/GMs of subsidiary companies.
8. Progress of corrective actions resulting from Deloitte’s Extend-
ed External Quality Assessment completed in January 2023.
9. Discussion about the existing audit areas of the Internal
Control Unit and the need for identifying new areas of audit in
the future (including information on how and to what extent
the issues related to: a. quality control, b. fire safety, c. safety/
health/environment are being dealt with, up until today).
10. Work progress of the Regulatory Compliance & Risk Manage-
ment Unit.
11. Discussion about the upcoming Evaluation of the Corporate
Governance System.
12. Other Matters.
Quorum
11/12/2023
1. Validation of minutes of previous meeting.
2. Update from PWC on the course of the external audit in rela-
tion to the Financial Statements of the Group’s companies.
Quorum
Page 128 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
SECTION 12: Non-Financial Report
INTRODUCTION
Contents
The current Non-Financial Report (State-
ment) constitutes part of the Annual Fi-
nancial Report of Thrace Plastics Group
(hereinafter «Group»), it concerns the fiscal
year January 1, 2023 to December 31, 2023
and it was prepared in accordance with
the Group’s Non-Financial Information
Development Process, as it was approved
on 16/07/2021 by the Board of Directors.
The Group’s business model is described
in detail at the beginning of the Annual
Financial Report. This section includes in-
formation on the following:
1. Approach to Sustainable Development
In addition, it contains a detailed descrip-
tion of the Group’s actions for the follow-
ing thematic areas, as defined in section
7 «Report (Statement) of Non-Financial
Information» of circular 62784/2017 in
accordance with the provisions of Law
4403/2016:
2. Anti-corruption and issues related to
bribery
3. Respect for human rights
4. Supply chain issues
5. Social and labor issues
6. Environmental issues and climate
change
Each of the above areas is analyzed in three
axes: (1) Main risks and their management,
(2) Due diligence policies and other poli-
cies, (3) Results of said policies and non-fi-
nancial key performance indicators. In ad-
dition to the above, the following thematic
sections are also included:
7. Impact of the COVID-19 pandemic on
non-financial issues
8. Taxonomy Report, in accordance with
Taxonomy Regulation 2020/852/EU
Frame of reference
This Report (Statement) of non-financial
information was prepared by the Group’s
Sustainable Development Department.
The responsibility for the accuracy and
completeness of the quantitative and
qualitative information included in the
Report (Statement) belongs exclusively to
the Group. It has been compiled according
to GRI standards. For reasons of consisten-
cy and completeness of the information
provided, as well as comparability of the
data, the corresponding data of the two
previous years are also displayed. At the
same time, other valid standards, tools
and recommendations from internation-
ally recognized initiatives have been taken
into account in order to ensure compliance
with a complete as possible framework of
disclosure indicators, such as the SASB
standards for the chemicals sector, the rec-
ommendations for the disclosure of finan-
cial information related to climate of the
international initiative TCFD, the CDP and
EcoVadis assessments on environmental
impacts and business practices, the ESG In-
formation Disclosure Guide of the Athens
Stock Exchange, where the Group partici-
pates in the ATHEX ESG index, as well as
the impact on the UN Sustainable Devel-
opment Goals (SDG). For clarification on
the terminologies included in this report,
an Index of Abbreviations is listed at the
end of the section.
Annual Financial Report as of 31.12.2023
Page 129 of 292
Amounts in thousand Euro, unless stated otherwise
Disclaimer
Any deviation at last-digit-level of the quan-
titative information in this Report (State-
ment) is due to rounding of the amounts.
Prices listed are subject to change. The val-
ues mentioned may be subject to change
in relation to the final quantitative infor-
mation after their verification by a certi-
fied body and detailed data to fully cover
the indicators that will be published in
the 6th Sustainable Development Report
for the year 2023. Insignificant differenc-
es that may have arisen in previous years
are due to the detailed recalculation of the
data and the conversion rates. It should be
noted that the quantitative information
included in the Non-Financial Information
Report constitutes a horizontal sum of
the individual companies, whether sub-
sidiaries or associates, for the purpose of
presenting the quantitative dimensions in
full, which represents a different approach
compared to the consolidation basis of fi-
nancial dimensions, as reflected in the Fi-
nancial Report.
12.1 Approach to Sustainable Development
OBJECTIVE
The goal of the Group through its princi-
ples, policies, and strategy for sustainable
development is the growth with respect to
society and the environment, in order to
remain a reliable social partner and create
solutions for a sustainable future.
The Group consistently aligns with the most significant initiatives for
sustainable development
2021
20212020
2018
2019
Value chain
collaboration
through the circular
economy platform In
the Loop
Assessment and
disclosure of the
environmental
performance of
product families
Disclosure of the
approach and the annual
performance based on
GRI standards
Assessment of
environmental impacts,
risk management, and
initiatives
Evaluation of
business practices
and commitment to
sustainable
development
2021
2024
2022
Participation in the
ATHEX ESG index of
the Athens Stock
Exchange
2023
Ranking economic
activities as
environmentally
sustainable based
on technical
criteria
2025
Disclosure of the
approach and
the annual
performance
based on the
ESRS criteria
2021
Disclosure of the
approach and the
annual
performance based
on SASB standards
2022
Measurement,
disclosure, and actions
to reduce carbon
emissions indices
(scope 1, 2, 3)
Verication of
carbon emission
reduction goals to
address climate
change
Certication of
recycled content
for specic
products by
assessing its
traceability
Page 130 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
PRINCIPLE
PERFORMANCE 2023
10.8 MW
Power of Photovoltaic Systems [6.7 MW in 2022]
7.8%
Energy Consumption from Renewable Sources
12.9
thousand
tons
Use of Recycled Raw Materials
-12.6%
Reduction of total Waste
-21.7%
Reduction of Waste to Landfill
DISTINCTIONS AND ASSESSMENTS
• The Group participates in the interna-
tional organization CDP, which eval-
uates organizations regarding their
environmental impacts, management
of environmental risks, and demonstra
-
tion of best practices. In 2023, it solidi-
fied its position by receiving a “B” dis-
tinction for its performance in relation
to climate change, confirming that it is
on par with the industry average while
exceeding the global average.
Annual Financial Report as of 31.12.2023
Page 131 of 292
Amounts in thousand Euro, unless stated otherwise
• The Group participates in the inter-
national initiative SBTi (Science Based
Targets Initiative), which validates emis
-
sion reduction targets based on the
most credible scientific data for climate
change. It has committed to establish
-
ing science-based targets for carbon
footprint reduction, and the validation
process has already commenced.
• The Group engages with the European
organization EcoVadis, which evaluates
organizations regarding their business
practices and commitment to sustain
-
able development. In 2023, it received 5
silver distinctions through its subsidiar
-
ies: Pack, Nonwovens & Geosynthetics,
Polyfilms, Greiner, and Ipoma.
• The Group was ranked on the highest
scale (Platinum) in the ESG Transparen
-
cy Index by Forbes, reflecting the level
of transparency on ESG matters among
the top 100 companies in Greece.
PARTICIPATION IN INITIATIVES
• In EDANA which consists of a global
association of non-woven and related
industries.
• In the organization Polyolefin Circular
Economy Platform (PCEP) which aims
to redesign and recycle packaging
products and materials.
• In Circular Plastics Alliance (CPA) ini-
tiative which aims to use 10 million
tonnes of recycled plastic by 2025
within the EU.
• In Synthetic Turf Council (STC) which is
a non-profit trade association for the
promotion, development and support
of the synthetic turf industry.
• In the European Man-made Fibers As-
sociation (CIRFS) which is active in the
European technical fiber industry.
• In the European Association of Geo-
synthetics Manufacturers (EAGM)
which aims to promote the knowl-
edge and use of European synthetic
products.
• In the Association of Hellenic Plastic
Industries (AHPI) which is active in the
field of plastic applications.
• In the Association of the Greek Man-
ufacturers of Packaging & Materials
(AGMPM) which is active in the pack-
aging material production industry.
• In the Association of Businesses and
Industries (SEV) which aims to repre-
sent Greek businesses and industries
and defend their interests.
Certifications
ISO 14001:2015
Environmental management
ISO 45001:2018
Health and Safety Management
ΙSO 50001:2018
Energy management
ISO 9001:2015
Quality management
ISO 13485:2016
Quality management of medical
technology products
ISO 22000:2018
Food safety
BRC, IFS, FDA, HALAL
Food safety and quality
Global GAP
Implementation of good agricultural
practices
EuCertPlass
Recycling of secondary raw material
Recyclass
Content in recycled raw material
OK Recycled
Calculation of recycled content
Page 132 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Certifications
CoVid Shield
Health and safety
Oeko-Tex® Standard 100
Content of harmful substances
POLICY
[ATHEX ESG: C-G4]
The Group establishes, maintains, and im-
plements fundamental principles related
to the pillars of society, the environment,
and the economy. It has formulated and
implemented a specific policy regarding
sustainable development and the man-
agement of social, environmental, and
corporate governance issues. At the core
of the Sustainable Development Policy is
the Group’s commitment to growing with
respect for society and the environment,
creating solutions for a sustainable future.
Monitoring the implementation of the
Sustainable Development Policy is the re-
sponsibility of the Sustainability Commit-
tee (Environment-Society) and the Audit
Committee (Corporate Governance) at the
level of the Board of Directors, along with
the Sustainable Development Department
at the administrative level. The Sustainable
Development Policy was approved in 2021
by decision of the Board of Directors, is
reviewed annually, and is available on the
Group’s website.
SUPERVISION
[ATHEX ESG: C-G2]
Supervision of Sustainable Development
is carried out as follows according to the
Internal Rules of Operations:
Sustainability Committee
Comprised of executive and non-executive
members of the Board of Directors, its pri-
mary purpose is, according to the Terms of
Reference of the Sustainability Commit-
tee, the study, pre-approval, and recom-
mendation to the Board of Directors of the
strategy, management, and monitoring of
environmental and social sustainability is-
sues. Sustainable Development issues are
discussed in the Sustainability Committee
based on the information received from
the Director of Sustainable Development
acting as Secretary, in order to determine
priorities, corresponding objectives, rele-
vant timelines, as well as monitoring the
progress of their implementation. The Sus-
tainability Committee is responsible for in-
forming the other members of the Board
of Directors.
Audit Committee
According to the Terms of Reference of
the Audit Committee, it is responsible
for managing and monitoring corporate
governance issues, in addition to support-
ing the Board of Directors in its duties re-
garding the financial reporting process,
internal control system procedures, risk
management, and regulatory compliance.
It is also responsible for supervising the
internal audit department and the manda-
tory audit of the annual and consolidated
financial statements.
Sustainable Development Department
Its purpose is to implement actions and
initiatives that promote sustainable devel-
opment and create value for stakeholders,
society, and the environment, in accor-
dance with the Group’s policy and strate-
gic Sustainable Development plan. The
Internal Rules of Operations describe its
core responsibilities.
Annual Financial Report as of 31.12.2023
Page 133 of 292
Amounts in thousand Euro, unless stated otherwise
STRATEGY
[SASB: RT-CH-110a.2, ATHEX ESG: SS-E1]
The Sustainable Development Director-
ate has developed the Sustainable Devel-
opment Strategic Plan 2022-2026 which
has been approved by the Sustainability
Committee. The Strategic Plan is based on
the following strategic objectives, in ac-
cordance with the relevant Policy, each of
which is broken down into specific actions
and targets.
1. Reduce greenhouse gas emissions in
all processes
The actions include continuously increas-
ing the use of recycled raw material, reduc-
ing residues from production processes,
reducing energy consumption, investing
in renewable energy sources and reducing
waste.
2. Improve product environmental
impact
The actions include designing sustainable
products, reducing average weight and
developing new reusable solutions.
3. Implement circular economy
projects
The actions include strengthening coop-
eration with existing and new partners on
the basis of circular economy initiatives
and reducing the environmental impact of
the supply chain.
4. Improve the social aspects affecting
all stakeholders
The actions include establishing a coop-
eration framework with suppliers based
on environmental and social criteria, de-
veloping and training employees towards
improving skills, health and safety issues,
as well as technical characteristics of prod-
ucts and applications, ensuring employee
health and safety, and supporting local
communities.
5. Ensure a responsible corporate
governance
The actions include informing about sus-
tainable development issues, informing
about the directives of the corporate gov-
ernance legislation, ensuring their correct
implementation and incorporating best
practices.
6. Build awareness and obtain
appropriate certificates
The actions include strengthening the
sustainability communication strategy, life
cycle analysis and environmental footprint
studies for each product group, obtaining
appropriate certificates and participating
in international assessment initiatives.
1
Reduce greenhouse
gas emissions in all
processes
2
Improve product
environmental impact
3
Implement circular
economy projects
4
Improve the social
stakeholders
5
Ensure a responsible
corporate governance
6
Build awareness and
obtain appropriate
disclosures
Sustainable
Development
Strategic Plan
Page 134 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
ESTABLISH DIALOGUE WITH INTERESTED
PARTIES
[GRI: 2-29, ATHEX ESG: C-S1]
As interested parties, entities are defined
as those that either have direct or indirect
influence on the Group and its activities,
or are recipients of the direct or indirect
impact arising from its activities. The
Group maps the stakeholder groups that
affect its ability to implement its strategy
and achieve its goals with their decisions.
On an annual basis, it validates stake-
holder groups, improves communication
and consultation methods, and records
their key needs and expectations. For the
Group, establishing dialogue is crucial, as
it contributes to its effective operation by
understanding market conditions and mit-
igating potential risks. The Group, mainly
through the materiality analysis, identifies
the stakeholder groups that are affect-
ed by its activities, but also influence the
strategy and mitigation of potential risks
and thus contribute to its more efficient
operation. In this context, the Group maps
the groups of interested parties and annu-
ally validates them.
The Group has established a Corporate
Communication Policy in order to define
a single framework for the management
of corporate communication through the
observance of common principles and
rules harmonized with its strategy. At the
same time, it has established an internal
and external communication process,
which also covers communication with
external stakeholders. At the same time, it
has established a Process of Internal and
External Communication, which covers
communication with stakeholders as well.
The process includes adequate and ef-
fective communication mechanisms with
both stakeholders and active dialogue
(shareholder engagement), as well as with
employees, aiming for a systematic and
two-way communication through appro-
priate channels of internal and external
communication. Procedures have been
defined to cover internal communication
with Management, the Board of Directors,
and staff, as well as communication with
external stakeholders (shareholders, cus-
tomers, investors, suppliers and partners,
government and local authorities, local
and broader society).
MATERIALITY ANALYSIS
[GRI: 3, ATHEX ESG: C-G3]
The Group proceeded at the end of 2022
to the reevaluation of important issues re-
lated to the creation of economic, social
and environmental benefit throughout
the value chain and proceeded to the pri-
oritization of them in relation to its busi-
ness model based on the methodology
of the internationally valid GRI reporting
standards. For the sake of data compara-
bility, the Group utilizes the outcome of
materiality analysis for two consecutive
annual reports.
Stage 1: Understanding and updating the
Group’s business model
Responsible for implementation: Director-
ate of Sustainable Development
Development of an information base for a
better understanding of topics and trends
in Sustainable Development based on the
strategic development plan of the Group,
the policies and processes of the Group,
the United Nations Sustainable Develop-
ment Goals, the international valid report-
ing standards followed by the Group, and
the risk analysis of the Group.
Annual Financial Report as of 31.12.2023
Page 135 of 292
Amounts in thousand Euro, unless stated otherwise
Stage 2: Recording of important issues
Responsible for implementation: Director-
ate of Sustainable Development
Identification of actual and potential posi-
tive and negative impacts of the Group on
the economy, the environment and soci-
ety and recording of important issues that
represent and group the most significant
impacts.
Stage 3: Validation of important issues
Responsible for implementation: Sustain-
ability Committee and Audit Committee
Validation by the Sustainability Committee
and the Audit Committee of the import-
ant issues that represent and group the
Group’s most significant impacts on the
economy, the environment and society.
The important issues for the Group in rela-
tion to the values and the Sustainable De-
velopment Goals are the following:
ENVIRONMENT
Support circular economy Deal with climate change
1. Product innovation &
life-cycle
5. Direct & indirect GHG
emissions
2. Virgin & recycled raw
materials
6. Climate risks & opportunities
3. Waste & scrap management
7. Energy efficiency &
renewable energy
4. Water & effluents
management
8. Biodiversity & conservation
SOCIETY
Empower human capital Contribute to society
9. Employee health, safety &
well-being
13. Product quality, safety &
information
10. Human rights, diversity &
inclusion
14. Customer health, safety &
satisfaction
11. Employment creation &
safeguarding
15. Responsible supply chain &
local suppliers
12. Employee training & talent
retention
16. Social contribution &
engagement
GOVERNANCE
Operate with integrity Ensure business continuity
17. Business ethics &
anti-corruption
21. Emergency preparedness &
response
18. Governance structure &
mechanisms
22. Economic value generated
& distributed
19. Regulatory compliance &
policies
23. Investment in infrastructure
& processes
20. Privacy protection &
information security
24. Risks & potential impact
analysis
Page 136 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Stage 4: Prioritization & validation of essen-
tial issues
Responsible for implementation: Sustainable
Development Directorate, Sustainability
Committee and Audit Committee
Consultation with stakeholders for the pri-
oritization of important issues. The consul-
tation was carried out with representation
by Group executives of the following main
groups of interested parties, with whom
they maintain relationship and communi-
cation.
>
Shareholders & Investment Communi-
ty
>
Board of directors
>
Management
>
Employees
>
Customers
>
Suppliers
>
State
>
Non-Governmental Organizations &
Civil Society
>
Business Associations
The issues that emerged from the priori-
tization as material were validated by the
Sustainability Committee and the Audit
Committee are the following:
Environment
1. Product innovation & life-cycle
2. Virgin & recycled raw
materials
5. Direct & indirect GHG
emissions
7. Energy efficiency &
renewable energy
Society
9. Employee health, safety &
well-being
13. Product quality, safety &
information
14. Customer health, safety &
satisfaction
Governance
17. Business ethics &
anti-corruption
19. Regulatory compliance &
policies
22. Economic value generated &
distributed
The Group, through the material topics, fo-
cuses on 7 of the 17 Sustainable Develop-
ment Goals in which monitors its progress:
RISK MANAGEMENT
[ATHEX ESG: SS-G3]
The Group has adopted a Risk Manage-
ment Framework, which aims at effective
management of risks and integrates the
Risk Management Policy and Procedures.
This framework, which is regularly as-
sessed and revised, assists Management
to identify new opportunities and chal-
lenges, provides consistency and maturity
in risk management and aligns risk-taking
with willingness to undertake, enforces
a culture of integrity, transparency, ac-
countability and continuous development,
improves the decision-making process
and supports the responsible autonomy,
strengthens the Group’s control environ-
ment in order to be able to respond quick-
ly to changing environments, reduces per-
formance variability, improves resource
development and strengthens the Group’s
resilience.
Annual Financial Report as of 31.12.2023
Page 137 of 292
Amounts in thousand Euro, unless stated otherwise
The Group recognizes the occurrence risks
of corruption, extortion and bribery inci-
dents throughout its value chain. Potential
risks are examined both within its internal
operations and in relation to its activities
and transactions with its key stakehold-
ers, such as customers and suppliers. The
Group is committed to conducting its
activities in accordance with the highest
ethical standards and demonstrating zero
tolerance for any form of corruption and
bribery. For this reason, it has implement-
ed the Anti-Fraud Policy and, with re-
sponsibility and business integrity, is com-
mitted to making every possible effort to
ensure transparency and legality.
12.2 Anti-corruption and bribery-related issues
12.2.1 Main risks and their management
12.2.2 Due Diligence and Other Policies
The Group has adopted and follows an
integrated framework of principles and
policies that ensure its transparency and
responsible operation. In order to ensure
the avoidance of corruption and bribery
incidents, it operates proactively, con-
ducting relevant updates and audits on an
annual basis through the Internal Control
Department. To discourage participation
in such an incident, disciplinary measures
have been established. In the context of
supporting the internal procedures, the
Audit Committee has been set up, tasked
with the selection process, as well as the
supervision of the external auditors and in-
forming the Board of Directors of the result
of the mandatory audit, the monitoring of
the financial information process, the inter-
nal control and risk management systems
and the supervision of the internal control
and regulatory compliance and risk man-
agement units. Furthermore, the Group
has implemented the Regulatory Compli-
ance Policy, which covers all current reg-
ulatory requirements regarding compli-
ance, aiming to ensure the management
of regulatory compliance risks through the
implementation and oversight of the Reg-
ulatory Compliance System.
Code of Ethics and Conduct
[GRI: 2-23, ATHEX ESG: C-G5]
The Group’s firm commitment is to con-
duct its business with integrity, in accor-
dance with the highest ethical standards
and by applying current laws. The Code of
Ethics and Conduct defines the standards
of behavior required by employees and
apply in every country where the Group
operates.
The basic Principles of the Code are as fol-
low:
• Business ethics
• Respect for human rights
• Diversity and equal representation
• Compliance with laws and social
norms
• Product quality
• Promotion of fair and free competition
• Avoiding conflict of interest
• Accuracy and completeness of finan-
cial information
• Protection of corporate assets
• Cooperation with public authorities le-
gally and transparently
• Conducting all transactions with in-
tegrity and combating corruption
Page 138 of 292
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Amounts in thousand Euro, unless stated otherwise
• Protection and confidentiality of infor-
mation
• Good working relations
• Safety, health and environmental pro-
tection
• Circular economy and climate change
• Social contribution
Corporate Governance Code
The Group, following the relevant approv-
al of the Board of Directors and in compli-
ance with article 17 of Law 4706/20, imple-
ments and adopts the Hellenic Corporate
Governance Code (HCGC, June 2021) of
the Hellenic Corporate Governance Coun-
cil (HCGC).
Internal Rules of Operation
The Internal Rules of Operation is har-
monized with the requirements of law
4706/2020 and it was approved by the rel-
evant decision of the Board of Directors. A
summary of the Regulation is listed on the
Group’s Website in the Corporate Gover-
nance section.
Group Policies’ Manual
The Group Policies’ Manual is comple-
mentary to the other policies of the Group
but in any case precedes them, as it forms
the basis of the policies and procedures of
the Group. Its purpose is to establish a uni-
form approach through a common frame-
work, specifying the control functions that
should be followed as a minimum.
Reporting Platform
[ATHEX ESG: SS-G1]
The Group has developed a Whistleblow-
ing and Anonymous Reporting Policy, as
well as a Whistleblowing Management
Procedure, and utilizes the “EthicsPoint”
Reporting Platform. Through this plat-
form, individuals have the opportunity to
report violations related to corruption and
bribery, non-compliance, human rights vi-
olations, or personal data breaches in full
compliance with Law No. 4990/2022. Each
report is evaluated based on the relevant
whistleblowing management procedure,
and the appropriate subsequent course of
action is determined. The Group ensures
regular updates on platform operation
and is committed to maintaining confi-
dentiality regarding personal data, timely
and proper management of reports, and
taking necessary measures for addressing
issues.
12.2.3 Outcomes of the
aforementioned policies and
non-financial performance
indices
[GRI: 205-3, ATHEX ESG: Α-G2]
There have been no reports of incidents
of corruption or bribery arising from the
communication channels maintained by
the Group (reporting platform, email, tele-
phone, mail, verbal). The Group has not
become aware of any relevant intention or
behavior. As a result, no financial damage
has occurred.
Annual Financial Report as of 31.12.2023
Page 139 of 292
Amounts in thousand Euro, unless stated otherwise
The Group recognizes the risks associated
with human rights violations, both within
the working environment and in the
supply chain, such as the possible discrim-
ination of employees due to race, religion,
gender, nationality, beliefs, age, disability,
etc., the violation of privacy, forced and
child labor. It advocates the elimination of
all forms of forced and compulsory labor,
the effective abolition of child labor and
the elimination of discrimination in terms
of employment and work. The Group is
committed to zero tolerance in matters
related to human rights and it has estab-
lished and it has communicated relevant
principles and policies.
12.3.2 Due Diligence and Other Policies
The Group has established a Human
Rights Policy, demonstrating zero toler-
ance for workplace harassment, discrimi-
nation based on race, gender, religion, na-
tionality, age, disability, orientation, etc., as
well as instances of forced and child labor,
both within the Group’s companies and
throughout the supply chain. The Group
applies selection and evaluation criteria
to avoid engaging in work with partners
at high risk of human rights violations and
is committed to continuous improvement
of actions and controls regarding human
rights in its interactions with suppliers and
collaborators.
The Group is committed to recognizing,
evaluating, preventing, and eliminating
the risks of human rights violations, exer-
cising due diligence and taking immediate
corrective actions to address any incidents.
Specifically, the commitment includes:
• Sensitizing employees through infor-
mation and education,
• Promoting respect and protection of
Human Rights across all activities,
• Promptly addressing incidents
through the violation reporting mech-
anism, allowing employees to express
their concerns and report incidents of
human rights violations, investigating
and addressing employee concerns
and resolving complaints through cor-
rective actions.
Additionally, the Group commits to
strengthening mechanisms and proce-
dures to prevent and address violence and
harassment, implementing the Policy for
Preventing and Combating Violence and
Harassment at Work. The purpose of this
policy is to develop and promote a work
environment where:
• mutual respect is encouraged, and
employees have the right to work
without experiencing harassment and
oppression,
• behaviors and incidents of violence
and harassment are prevented,
• zero tolerance for such behaviors and
incidents is demonstrating.
The specific objectives of the policy are:
• to identify violence and harass-
ment, recognize potential risks and
consequences,
• to inform about the measures ap-
plied by the Group for preventing and
combating incidents of violence and
harassment,
• to define the rights and obligations of
employees and employers,
• to emphasize the Group’s support for
victims of domestic violence.
Furthermore, through the Code of Ethics
12.3 Respect for human rights
12.3.1 Main risks and their management
Page 140 of 292
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Amounts in thousand Euro, unless stated otherwise
and Conduct, the Group has established
principles for respecting human rights and
protecting the confidentiality of informa-
tion. The Group commits to zero tolerance
for workplace harassment, discrimination,
and instances of forced or child labor
across its value chain. It also commits to
resolving complaints and treating employ-
ees fairly and impartially, keeping employ-
ees informed through the Internal Work
Regulations. Additionally, a responsible
party for receiving and monitoring re-
ports (RPMM) has been appointed for each
company.
Evaluation criteria for entering into
cooperation
The Group, through its Code of Ethics and
Business Conduct and the Procurement
and Accounts Payable Procedure, applies
selection and evaluation criteria to avoid
entering into partnerships with collabora-
tors who pose a high risk of violating hu-
man rights. The Group is committed to the
continuous improvement of processes and
evaluations concerning human rights in its
interactions with suppliers and partners.
Personal data protection
[ATHEX ESG: C-G6, SS-S2]
The Group respects the privacy of its
stakeholders and keeps their personal in-
formation confidential in compliance with
the relevant legislation. It strictly applies
the General Data Protection Regulation
(GDPR) EU 2016/679, as well as the nation-
al legislation l. 4624/2019 concerning the
protection of natural persons against the
processing of personal data. Measures
are implemented in order to comply with
the requirements of the Regulation, im-
plementation controls and periodic staff
training. At Group level, a Data Protection
Officer has been appointed and an insur-
ance contract has been activated, in order
to ensure any loss of personal data.
Additionally, the Group has implemented
the Data Protection Policy, which out-
lines how personal data is processed and
is available on the Group’s website. At the
Group level, a Data Protection Officer has
been appointed, and an insurance con-
tract has been activated to ensure any loss
of personal data.
Simultaneously, the Information Sys-
tems Policy has been enforced, where
information security plays a crucial role,
primarily encompassing the concepts of
confidentiality, availability, and integrity of
information.
12.3.3 Outcomes of the aforemen-
tioned policies and non-finan-
cial performance indices
[GRI: 406-1]
There have been no complaints of incidents
of discrimination based on race, religion,
gender, nationality, beliefs, age, disability,
etc., harassment, violation of human rights,
or breach of personal data arising from the
communication channels maintained by
the Group (reporting platform, email, tele-
phone, mail, verbal). The Group has not
become aware of any relevant intention or
behavior. As a result, no financial damage
has been incurred.
Annual Financial Report as of 31.12.2023
Page 141 of 292
Amounts in thousand Euro, unless stated otherwise
In the Group, apart from the financial risks,
there are also recognized non-financial
risks that are related to the supply chain
and mainly concerns the safeguarding of
human rights and the fight against cor-
ruption. The Group is committed to zero
tolerance in these matters and it has es-
tablished and communicated relevant
principles and policies.
12.4.2 Due Diligence and Other Policies
The Group recognizes that the evaluation
and selection of suppliers constitutes a
necessary business function in order to
achieve a responsible supply chain and
it applies practices so as to determine
whether a supplier meets the require-
ments and conditions set in the coopera-
tion among them.
Monitor of suppliers’ performance
[GRI: 308-1, 414-1, ATHEX ESG: C-S8]
Major categories of suppliers include sup-
pliers of raw materials, trading goods, elec-
tricity, equipment, packaging, spare parts,
logistics partners, transport industry ser-
vices, consulting services, telecommunica-
tions and IT services.
According to the Procurement and Ac-
counts Payable Policy and Procedure, the
evaluation of suppliers’ selection consti-
tutes a distinct and documented process
taking into account objective and fixed
criteria of cost, reliability, quality of provid-
ed materials/services, terms of payment,
speed of delivery, possible synergies with
other companies of the Group or with the
quality control departments (if feasible)
and is based on written evaluations (sup-
plier evaluation questionnaire, evaluation
table with criteria, etc.).
The supplier evaluation questionnaire is
applied by all the production companies
of the Group, where each supplier is asked
to describe:
• its compliance with the current regu-
latory framework of the countries in
which it operates, where it should also
have the necessary insurance cover-
age for cases of defective product.
• the quality of its activities through
certification and quality assurance
systems and in matters related to envi-
ronmental protection and health and
safety at work, where required.
• dealing with issues of corruption and
bribery, conducting business with in-
tegrity.
• the observance of moral and ethical
principles regarding human rights,
phenomena of harassment in the
workplace, any form of discrimination
due to race, religion, gender, national-
ity, beliefs, age, disability, etc., or with
phenomena of forced and child labor.
• ensuring a safe working environment
and in accordance with applicable
safety standards.
• the adoption of practices for the pro-
tection of the environment, where it
is encouraged to contribute to the re-
duction of greenhouse gas emissions
and to promote environmental pro-
tection actions.
Fighting corruption in the supply chain
The Group takes into account the risk of
involvement of any partner or supplier in
corruption incidents and seeks to ensure
maximum possible transparency through
appropriate due diligence procedures
12.4 Supply chain issues
12.4.1 Main risks and their management
Page 142 of 292
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Amounts in thousand Euro, unless stated otherwise
during or at the beginning of any collabo-
ration. More specifically, the Group mainly
cooperates with multinational companies,
which place particular emphasis on issues
of transparency and the fight against cor-
ruption through rules and policies.
Human rights in the supply chain
[ATHEX ESG: C-S6]
The Group has adopted principles in order
to avoid entering into cooperation with
suppliers at high risk of human rights vio-
lations and it is committed to promote the
continuous improvement of international
human rights standards. The fact that the
majority of the Group’s suppliers operate
in countries in the European Union and
America, where labor laws are respected
and there is awareness of human rights
issues, as well as the high percentage of
local suppliers, ensure to a significant ex-
tent that the risk of infringement of human
rights is minimized, even though it is not
possible to take action to identify cases
of abuse throughout the supply chain.
Employees of the Group have the option
to utilize the reporting platform to report
any violations. This includes cases that may
lead to an increased risk of modern slavery
or labor practices within the supply chain.
12.4.3 Outcomes of the aforementioned
policies and non-financial
performance indices
There have been no complaints of inci-
dents of human rights violations in the
supply chain that have emerged through
the communication channels maintained
by the Group (reporting platform, email,
phone, mail, verbal). Additionally, the
Group has not become aware of any relat-
ed intent or behavior.
The following tables include information
on the Group’s supply chain, as well as on
its companies’ spending on local suppliers,
based on the supplier’s country of origin.
Total number of suppliers 2023 2022 2021
Thrace Plastics Co. S.A. 200 225 175
Thrace Nonwovens & Geosynthetics SA 1149 1152 999
Thrace Polyfilms SA 562 577 525
Thrace Eurobent SA 133 123 120
Thrace Pack SA 1110 1007 992
Thrace Greenhouse SA 321 288 294
Don & Low LTD 535 517 534
Thrace Synthetic Packaging Ltd 482 473 319
Thrace Ipoma SA 531 557 549
Thrace Greiner Packaging SRL 251 382 380
Lumite Inc 476 452 436
Thrace Polybulk AB & AS 20 20 20
Thrace Plastics Packaging DOO 126 110 105
* Companies within the Group act as suppliers to other companies within the Group and have been in-
cluded in the above numerical data.Companies of the Group have as suppliers companies of the Group
respectively and they have been included in the above figures.
Annual Financial Report as of 31.12.2023
Page 143 of 292
Amounts in thousand Euro, unless stated otherwise
Spending on local suppliers
[GRI: 204-1]
The following table displays the estimated monetary value of total payments to suppliers
(€ million) and the percentage of spending on local suppliers:
2023 2022 2021 2023 2022 2021
Thrace Plastics Co. S.A. 3.5 4.2 3.9 81% 89% 94%
Thrace Nonwovens &
Geosynthetics SA
107. 2 142.3 113.5 81% 76% 78%
Thrace Polyfilms SA 29.9 35.1 30.4 65% 66% 66%
Thrace Eurobent SA 5.0 7.3 6.8 71% 54% 49%
Thrace Pack SA 76.2 71.2 63.5 73% 79% 81%
Thrace Greenhouse SA 5.1 4.9 4.9 97% 95% 99%
Don & Low LTD 50.8 59.3 61.9 91% 66% 64%
Thrace Synthetic Packaging Ltd 14.8 14.5 14.2 18% 8% 12%
Thrace Ipoma SA 19.1 22.3 24.8 60% 59% 55%
Thrace Greiner Packaging SRL 16.7 19.0 17. 3 65% 33% 25%
Lumite Inc 16.4 22.8 24.8 78% 69% 65%
Thrace Polybulk AB & AS 17.9 20.9 19.0 1% 3% 3%
Thrace Plastics Packaging DOO 5.4 4.1 4.7 21% 23% 23%
12.5 Social and labor issues
12.5.1 Main risks and their management
The Group recognizes the risks related to
labor issues in general and places great
emphasis on them. It recognizes health
and safety issues as one of the strategic
risks it faces and implements measures to
mitigate the risk of workplace accidents. It
is committed to zero tolerance in health
and safety matters and it has established
and communicated relevant principles
and policies. In relation to its products, it
recognizes and seeks to eliminate the risk
of harm to human life and health, taking
measures to eliminate components or de-
fects during their manufacture, disposal
and use. Also, the Group recognizes the
special situations and difficulties that exist
in the local communities in which it op-
erates, which may affect its social capital,
while it recognizes its influence and places
emphasis on the opportunities created for
local communities by its activities.
Page 144 of 292
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Amounts in thousand Euro, unless stated otherwise
12.5.2 Due Diligence and Other Policies
The Group places great emphasis on labor
issues, such as workers’ rights, ensuring
health and safety in the workplace, train-
ing and education of employees. It also
recognizes its influence and the opportu-
nities created for local communities by its
activities. The Group, through the Code of
Ethics and Business Conduct, recognizes
that its human resources have a decisive
role in its development and the achieve-
ment of its strategic goals. In this context,
it encourages professional training, coop-
eration, initiative and well-being of its em-
ployees and provides a working environ-
ment of equal opportunities for all.
Hiring process
According to the Compensation and Per-
sonnel Management Procedure, as well
as the Procedure for Hiring Senior Exec-
utives, for the selection of new employ-
ees, the Group relies on objective criteria,
excluding any possibility of discrimination
due to race, religion, gender, nationality,
beliefs, age, disability, etc. All hirings cor-
respond to the real needs of the Group
and are matched to specific ‘job roles.’ The
completion of the hiring process involves
collaboration between the respective Di-
rector/Supervisor and the Human Resourc-
es Department. At the same time, there is
the opportunity for internal mobility of
personnel in conjunction with the Group’s
needs. To fill new job positions, it is initial-
ly examined whether the specific position
can be covered through the internal relo-
cation process. Supporting local commu-
nities is part of the hiring culture, achieved
by employing individuals from the local
communities where the Group operates,
as well as graduates from local educational
institutions and universities.
Fair compensation and equal
opportunities Framework
[GRI: 2-19, ATHEX ESG: A-G4]
The Group has an Eligibility Policy for its
Board Members and a Remuneration Pol-
icy for the members of the Board of Direc-
tors and the Committees, as well as the top
management, which define, on the one
hand, the existing rights of the members
of the Board of Directors and the Group’s
obligations towards them, and on the oth-
er hand, the conditions under which remu-
neration will be provided. These policies
are published on the Group’s Website. At
the same time, the Group has a Payroll
and Personnel Management Policy for
employees. The level of fixed remunera-
tion is determined in accordance with the
principle of paying the most suitable and
fair remuneration to the most suitable
person, taking into account the level of
competence, knowledge and experience
required for the role, while there is no vari-
able remuneration. At the same time, it is
ensured that the long-term goals of the
Group are served and it is sought the con-
nection of professional development and
remuneration with personal performance
and goals’ achievement.
Furthermore, the Group is committed
through its Human Rights Policy to pro-
viding equal opportunities and prohibits
discrimination of any kind. Employee re-
cruitment and hiring procedures, access to
training and development, performance
evaluation, compensation, and all aspects
of employees’ professional lives are safe-
guarded against discrimination based on
race, gender, color, national or social ori-
gin, religion, age, disability, sexual orienta-
tion, and political beliefs.
Annual Financial Report as of 31.12.2023
Page 145 of 292
Amounts in thousand Euro, unless stated otherwise
Training and development of employees
[ATHEX ESG: C-S5]
The Group has established Employee
Evaluation and Employee Training Pro-
cedure. It offers extensive professional
training and education, aiming at the de-
velopment of its employees, as the pro-
duction methods used as well as the ev-
er-changing technological environment
require continuous training. Therefore, it
actually contributes to the creation of val-
ue for human capital for its own benefit,
but also for the benefit of society at large.
The training of employees is carried out
either internally or with the contribution
of external consultants with high techni-
cal knowledge. In the context of the con-
tinuous development of employees and
in matters of sustainable development,
a special manual of sustainable develop-
ment was created, which is adapted to
each company of the Group with specific
examples and is available to all employ-
ees through an internal online platform.
In addition, in the context of strengthen-
ing the capability of the members of the
Board of Directors in terms of managing
Sustainable Development issues related to
the corporate strategy, a two-day training
seminar was organized.
The analysis of training needs constitutes
an ongoing process and includes, among
other things, the collection of data related
to personnel development and evolving
needs to meet the Group’s functions, such
as the following:
• Operational objectives and imple-
mentation needs of the strategy
• Needs based on the guiding principles
of Senior Management
• Skill development in new technologies
• General market trends requiring
training
• New regulatory and legislative frame-
works requiring implementation
• New requirements from regulatory
authorities
• Areas for improvement/development
according to the personnel training
plan and related needs
Training Platform
As part of the ongoing development of
our employees, the “Thrace Academy”
training platform has been created and
is operational. This platform includes
courses organized into sections such as
policies and procedures, health, safety
and environment, sustainable develop-
ment, products and applications, and skill
improvement.
Human resource platform
The human resource platform “HR Hub”
is an online employee interaction sys-
tem through which processes are auto-
mated and digitized, access to important
workplace information is created, process
waiting and processing time is reduced,
and the possibility of error or omission is
minimized.
Freedom to join labor unions and the
right to collective negotiation
[GRI: 2-30, 407-1, ATHEX ESG: C-S7]
The Group respects the right of employ-
ees to participate in labor associations and
unions. It consistently follows the Inter-
nal Rules of Operation, which have been
drawn up in collaboration with employee
representatives and it has been submitted
to the Labor Inspection office. The Regu-
lation strengthens the smooth commu-
nication between the Management and
the representatives of the employees, at
Page 146 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
regular intervals, with the aim of present-
ing the requests of the employees that
are officially recorded, but also the more
general discussion of issues related to the
workplace and the health and safety of the
employees.
Health, safety and environment
protection
[GRI:403-1]
The safety and health of employees are
pointed out as important issues for the
Group, as the priority remains to ensure an
environment that respects the daily strug-
gle of all employees to remain creative
and productive while also being healthy
and safe. The basic practice of the Group
is to ensure the health and safety of its em-
ployees, setting as a key strategic goal the
minimization of the possibility of occupa-
tional accidents, as well as the occurrence
of work-related illnesses. Also, the Group
proceeded to the formation of a life and
health safety program for employees. Pro-
tecting the health and safety of employ-
ees, consumers, customers and commu-
nities in all the areas in which it operates
is a top priority for the Group. Under the
Health-Safety‐Environment (HSE) Poli-
cy of the Group, the functioning of facili-
ties and the conduct of operations should
comply with the legislation in force in each
country in which they are based, as well as
with the regulations and authorizations on
safety, health and environment, including
those relating to the control, transporta-
tion, storage and disposal of controlled or
non-controlled materials.
Health, safety, environment Policy
The aim of Thrace Group’s Health-Safe-
ty‐Environment (HSE) Policy includes the
following:
• Provision of guidance and
establishment of a unified way for the
administration of the Group’s Safe-
tyHealthEnvironment issues with
reference to the general principles
and the basic rules set by the Group’s
management.
• Assurance of safety and health in the
working places for all Group person-
nel, collaborators and visitors.
• Avoidance of any possible dam-
age in Thrace Group’s property and
personnel.
• Increase of the Group’s personnel
awareness in environmental aspects,
environmentally friendly produc-
tion processes and environmental
protection.
• Improvement of the Group’s culture
with reference to SafetyHealthEnvi-
ronment topics
Measures related to safety and health
[GRI:403-2, 403-5]
Within the Group, the risks at work have
been identified and assessed and the rele
-
vant corrective or preventive actions have
been defined with the aim of eliminating
them and minimizing the chances of caus
-
ing an accident. The following actions and
practices are indicative:
• Training and awareness of workers in
the facilities on matters of health and
safety at work, with a special emphasis
on induction training, which includes
the guidelines for safe work.
• Elaboration of risk studies in all
facilities.
• Implementation of a security project,
within the framework of which work
groups have been set up per facility,
which on a monthly basis list the risks
they have identified and have faced,
Annual Financial Report as of 31.12.2023
Page 147 of 292
Amounts in thousand Euro, unless stated otherwise
are updated on issues related to secu-
rity and take relevant actions.
• Raising employee awareness on health
and safety issues, by placing messages
and safety rules in central points of the
facilities, providing clothing with the
corresponding messages, etc.
• Recording and investigating cases in
-
volving accidents or incidents, where
employees are encouraged to confi
-
dentially report any unsafe practices
or hazards they encounter at work.
• Determination of responsibilities for
health and safety tasks by the Director
of each facility in collaboration with
the Safety Technician and Occupation
-
al Physician.
• Systematic monitoring of production
processes, machinery and equipment
to ensure they are safe and in good
condition.
• First aid boxes, defibrillators and fire
extinguishers are readily available, es
-
cape exits are clearly marked and clear
of obstructions.
• Maintain and cleaning of work area
in order to ensure clean and comfort
-
able conditions, including appropriate
temperature, ventilation and lighting.
• Use of quality, environmental, health
and safety management software to
record incidents of non-compliance
with these matters.
• Voluntary training and certification of
employees in first aid.
Appropriate use of safety equipment
The Group ensures that all employees are
provided with the equipment required
for the safe performance of their duties,
as well as that they receive the neces
-
sary information on the proper use of the
equipment and the risks associated with
their work. The Group’s primary concern is
to provide all the prescribed Personal Pro
-
tective Equipment to its employees.
Facility safety
The Group implements facility safety
measures by conducting regular risk as
-
sessments, which are submitted when
requested to labor inspectors and certifi
-
cation bodies in order to confirm that the
measures applied are proportionate to the
security risk and in accordance with cur
-
rent legislation. Additionally, Emergency
Response Plans have developed which are
regularly monitored and proactive or cor
-
rective measures are taken. At the same
time, responsible individuals have been
appointed to contribute to the safety of
the facilities, such as a safety technician,
maintenance supervisor, health and safe
-
ty officer, environmental officer, while
appropriate training is provided to all
employees.
Prevention and avoidance of any kind of
injury
The Group monitors and records incidents
related to safety in its facilities, identi
-
fies potential hazards, assesses emerging
risks, and implements corrective actions
as measures to reduce accidents. Addi
-
tionally, it conducts an assessment of the
effectiveness of corrective actions and the
recurrence of incidents.
Page 148 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Ensuring product quality, customer
health and safety
[GRI: 416-1, ATHEX ESG: SS-S1]
The Group’s main priority is to offer inno-
vative-sustainable products and integrat-
ed solutions that adapt to the needs and
requirements of customers and reflect its
vision in relation to product quality and
customer safety. In this context, as reflect-
ed in the Code of Ethics and Business
Conduct, the Group complies with the re-
spective national legislations and adopts
international standards, safety rules, and
best practices regarding the design and
production of products in all its facilities.
It monitors compliance with all specifi-
cations through regular quality controls,
including those related to the health and
safety of customers and end-users. Prod-
ucts are inspected at all stages of the
production process, and management
systems and procedures have been ad-
opted according to various international
standards to ensure quality assurance. The
Group has adopted Quality Management
Systems based on international food safety
standards such as ISO 22000, ISO 9001, IFS,
BRC; FDA, HALAL, and implements rele-
vant procedures regarding the production
of packages that come into direct contact
with food. Similarly, in the production of
masks, the Group focuses particularly on
ensuring the health and safety of end us-
ers and implements required procedures.
Quality management procedures
[ATHEX ESG: SS-S1, SS-S8]
• Control of raw materials: Evaluation of
raw materials with trial production of
a product and comparison in the lab-
oratory with corresponding products.
• Product control: Control of products
in all phases of production, such as
dimensional control, control of me-
chanical properties based on inter-
national standards, product harmo-
nization with its specifications and
customer requirements.
• Control of transport packaging: Us-
ing packaging based on the technical
specifications of the products to en-
sure smooth and safe transport and
carrying out during loading visual
quality checks for suitability and im-
plementing scanning systems that en-
sure that only approved products are
loaded.
• Customer satisfaction assessment: Di-
rect (through sales departments) or
indirect (through surveys) communi-
cation with customers aimed at opti-
mizing the services provided.
Promote transparency of product details
and information of customers
[GRI: 417-1, ATHEX ESG: SS-S7]
Product quality and customer safety are
top priorities for the Group. In this con-
text, the Group conforms to the national
laws in force from time to time and adopts
standards, safety rules and best practices
regarding the design and manufacture of
products in all its facilities and uses regu-
lar quality controls to verify that all spec-
ifications are complied with, including
those relating to the health and safety of
customers and end users. The products
are subject to control across all stages of
the production process, and the Group
has adopted management systems and
procedures according to various interna-
tional standards (BRC, ISO 22000 and 9001,
FDA and IFS, etc.) to ensure quality and
customer service. Furthermore, through
specific labeling, information on the label
Annual Financial Report as of 31.12.2023
Page 149 of 292
Amounts in thousand Euro, unless stated otherwise
or technical documents, the end-user is in-
formed about the technical characteristics
and performance of the products accord-
ing to their type.
Local communities and social
contribution
[GRI: 413-1, SASB: RT-CH-210a.1]
The Group seeks, through its business
activities, to achieve high performance,
in order to produce and distribute direct
or indirect economic value to the soci-
ety in which it operates, with particular
emphasis:
• on strengthening the economies of
the countries in which it operates,
through the cash flows it generates
towards its stakeholders, namely tax
payments, payments to suppliers,
payment of employer contributions,
payroll payments to employees, div-
idends to shareholders and invest-
ments in local communities,
• on the employment, through the di-
rect and indirect creation and main-
tenance of jobs throughout the value
chain.
The Group addresses social issues with re-
sponsibility and sensitivity and supports
the communities in which it operates by:
• Contributes to the work of organi-
zations with recognized action in
addressing social issues by support-
ing programs of social solidarity and
education.
• Makes donations to support vulnera-
ble social groups.
• Has been supporting the ActionAid
Adoption Program since 2016, assist-
ing 16 children in need.
• Develops initiatives to reduce food
waste by participating in the “Sav-
ing and Offering Food” network
through the non-profit organization
“Boroume”, supporting social organi-
zations throughout Greece. According
to official data, the total food offered
by Thrace Greenhouses in 2023 corre-
sponds to 11,835 servings of food.
• Supports the operation of the Stavros
Chaliotis Social Center.
Stavros Chalioris Social Center
The Social Center STAVROS CHALIORIS is an
Urban Non-Profit Company located in the
Local Community of Magico Municipality
of Abdera, Xanthi Regional Unit and it has
been operating since 2010. It is named af-
ter the late Stavros Chalioris, founder and
President of Thrace Group who envisioned
its creation.
The aim of the Social Center operation is
its practical contribution to society with
educational, cultural, recreational and
social activities, which are addressed at
both children and adults with a regular
training program which accommodates
approximately 250 people per training
period each year. The contemporary in-
fluences of climate change at the global
level impose the choice of actions that
concern the awareness of local communi-
ties and children in matters of ecology, re-
newable energy sources and biodiversity
conservation.
At the same time the Social Center orga-
nizes events, celebrations and excursions
for its members with educational and
entertainment content, children’s cine-
ma screenings, conferences on medical
Page 150 of 292
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Amounts in thousand Euro, unless stated otherwise
issues, social and educational workshops
in collaboration with local agencies and
scientific collaborators. In the actions of
the Social Center are included the sup-
port of actions of the Group’s Employees
Union, granting of scholarships and finan-
cial aid to children in the area who wish
to study and are unable to afford their
studies, financial support and coverage of
treatment / hospitalization expenses for
needy patients in the area as well as do-
nations of personal protective equipment
and medical equipment. In addition, in the
area of the Social Center there is a doctor’s
office for the provision of primary health
care to the residents of the wider area and
the meetings of KAPI Magiko take place.
12.5.3 Outcomes of the aforementioned policies and non-financial performance
indices
PERCENTAGE OF EMPLOYEES COVERED BY COLLECTIVE AGREEMENTS
Thrace Plastics Co S.A.
100%
Thrace Nonwovens & Geosynthetics SA
Thrace Polyfilms SA
Thrace Eurobent SA
Thrace Pack SA
Thrace Greenhouse S.A.
Thrace Greiner Packaging SRL 99%
Don & Low Ltd 80%
Thrace Synthetic Packaging Ltd 10%
Thrace Ipoma SA
0%
Lumite Inc
Thrace Polybulk AB
Thrace Polybulk AS
Thrace Plastics Packaging DOO
TOTAL NUMBER OF EMPLOYEES BY TYPE OF EMPLOYMENT CONTRACT
2023 2022 2021
Men
Women
Total
Men
Women
Total
Men
Women
Total
Permanent
term
1,519 387 1,906 1,479 366 1,845 1,468 341 1,809
Temporary
term
117 66 183 132 67 199 224 168 392
Total 1,636 453 2,089 1,611 433 2,044 1,692 509 2,201
Annual Financial Report as of 31.12.2023
Page 151 of 292
Amounts in thousand Euro, unless stated otherwise
TOTAL NUMBER OF EMPLOYEES BY TYPE OF EMPLOYMENT
2023 2022 2021
Men
Women
Total
Men
Women
Total
Men
Women
Total
Full-time
employment
1,629 441 2,070 1,606 420 2,026 1,688 496 2,184
Part-time
employment
7 12 19 5 13 18 4 13 17
Total
1,636 453 2,089 1,611 433 2,044 1,692 509 2,201
EMPLOYEE TURNOVER
[ATHEX ESG: C-S4]
The indicators refer to the percentage of redundancies from the Group
2023 2022 2021
Voluntary turnover rate
12% 11% 11%
Non-voluntary turnover rate
9% 8% 10%
FEMALE EMPLOYEES
[GRI: 405-1, ATHEX ESG: C-S2, C-S3]
2023 2022 2021
Percentage of women
22% 21% 23%
Female employees in managerial positions
17% 16% 18%
2023 2022 2021
Percentage of women in the Board of
Directors*
18% 18% 18%
* Meeting the criteria for adequate representation as defined in Article 3 of L.4706/2020
INJURIES AT WORK
[GRI: 403-9, SASB: RT-CH-320a.1, ATHEX ESG: SS-S6]
Employees
2023 2022 2021
Number of work-related fatalities
0 0 0
Number of recordable injuries
41 47*** 35
Accident frequency rate*
2.17 2.45 1.89
Accident severity rate**
34.15 30.97 33.53
* Equals to the number of recordable injuries*200.000/hours worked
** Equals to the number of workdays lost*200.000/hours worked
*** The information has been updated
Page 152 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Employees Partners
2023 2022 2021 2023 2022 2021
Number of deaths due to illness
0 0 0 0 0 0
Number of confirmed illnesses
0 0 0 0 0 0
PRODUCT SAFETY AND HEALTH AND SAFETY OF CONSUMERS AND END USERS
[GRI: 416-2, ATHEX ESG: SS-S1]
In 2023, there were no cases of non-compliance with the applicable legislation and regu-
lations regarding the impacts of products on the health and safety of end users, necessi-
tating a product recall for which financial compensation was required
SOCIAL SUPPORT THROUGH STAVROS CHALIORIS SOCIAL CENTER
2023 2022 2021
Expenditures (€)
410,131 412,621 380,017
12.6 Environmental issues and climate change
12.6.1 Main risks and their management
[GRI: 201-2, ATHEX ESG: A-E2]
For the identification of opportunities, as well as natural and transitional risks associated
ILLNESS AT WORK
[GRI: 403-10, SASB: RT-CH-320a.1, ATHEX ESG: SS-S6]
with climate change, the Group takes also
into account the recommendations of the
Financial Stability Board’s Task Force on Cli-
mate-Related Financial Disclosures (TCFD).
The climate crisis and the energy transition
affect the Group’s activities while simul-
taneously creating great opportunities
through the principles of the circular econ-
omy, the use of recycled raw materials, and
investment in renewable energy sources.
Additionally, the Group recognizes the
risks and impacts that may arise in its
business activities due to climate change,
such as extreme weather events or tem-
perature increases, which could affect
production in the short, medium, and long
term. To mitigate risks and avoid negative
socio-economic and environmental im-
pacts, the Group stays informed, monitors
international developments, and adjusts
its business model accordingly. It has iden-
tified categories of risks related to climate
change, as well as transition opportunities
to a low-carbon emissions business mod-
el with an emphasis on innovation. These
risks and opportunities have been consid-
ered in formulating the sustainable devel-
opment strategy and defining objectives
and actions.
Annual Financial Report as of 31.12.2023
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Amounts in thousand Euro, unless stated otherwise
Type: Risks associated with: The Group:
Institutional
framework
the continuous
changes in the
European and national
regulatory framework
that create future
requirements.
monitors the national and international regu-
latory framework concerning the environment,
particularly in the technical textiles and packag-
ing sectors, regarding waste management, re-
cycling, the use of secondary raw materials, and
the sustainable characteristics of products.
Technology
the fact that the
transition to a low-
carbon economy
entails requirements for
adapting production
processes.
monitors technological advancements that can
enhance innovation and optimize production
processes. It also identifies potential risks in its
internal processes, such as the need to mod-
ernize production equipment, in order to make
timely investments.
Market
changes in industry
structure in a carbon
sensitive economy
model.
Assesses the environmental risk related to inad-
equate and non-transparent carbon emission
reporting and records direct and indirect emis-
sions associated with its operations and value
chain.
Reputation
the variations in
consumer preferences
acknowledges the transitional risks associated
with changes in consumer preferences by pro-
viding sustainable solutions with confirmed
positive environmental impact through life cy-
cle assessments (LCAs)
Type: Opportunities arising: The Group:
Energy
sources
from the increase in
the use of renewable
sources and the effort
to gradually reduce
energy consumption.
invests in photovoltaic systems and geothermal
energy so as to reduce greenhouse gas emis-
sions through the use of RES, and continuously
takes measurable actions to save energy.
Markets
from the conversion of
existing markets to new
sustainable products
and processes, where
the use of recycled or
re-use will add value to
the customer.
has developed specialized upgrading recycling
systems that also enable the recording and cer-
tification of the percentage of recycled raw ma-
terial or reuse systems that enable the record-
ing and certification of the number of uses.
Products
and
services
from the development
of products and
solutions based on
the circular economy
that add value to the
customer.
applies the circular economy model in practice,
through specific actions, such as the organi-
zation of closed recycling systems for the pro-
duction of new products or the design and pro-
duction of reusable products aimed at leading
in new markets for innovative, environmentally
designed products
Page 154 of 292
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Amounts in thousand Euro, unless stated otherwise
Type: Opportunities arising: The Group:
Elasticity
from the execution
of projects aimed at
improving efficiency
during the production
process.
carries out targeted projects such as zero pellet
loss, energy efficiency in the production pro-
cess, waste minimization, re-use of production
process waste (scrap).
Resource
efficiency
from increasing the
use of recycled raw
material.
has set as a priority the replacement of primary
raw material with recycled, the synergies with
suppliers/customers in the context of creating a
sustainable supply chain, the reduction of prod-
uct packaging where possible, and the continu-
ous monitoring of the efficiency of production
lines.
12.6.2 Due Diligence and Other Policies
The Group has a Health-Safety-Environ-
ment Policy with the aim of a consistent
approach, raising awareness and improv-
ing the culture in relation to the general
principles and basic rules included in the
Code of Ethical Behavior and Ethics and
concerning safety and health, the protec-
tion of environment, circular economy and
climate change. The priority is to improve
the environmental impacts resulting from
the operation of the Group, with particu-
lar attention to the application of circular
economy principles, responsible waste
management, increasing the use of recy-
cled raw materials, reducing energy con-
sumption, investing in renewable energy
sources and limiting greenhouse gas emis-
sions related to its activities.
Actions according to the principles of the
circular economy
The European Green Deal lays the foun-
dations for a new plastics economy, in
which the design and production of plas-
tic products are done with full respect for
the environment through the use of fewer
natural resources and increased recycling.
The Group fully responds to this strategy,
turning today’s challenges into growth op-
portunities with the aim of strengthening
a sustainable competitive advantage. In
this context, it has adopted the principles
of the circular economy throughout the
life cycle of its products, incorporating
practices based on the principles of reduc-
tion, reuse and recycling.
Raw materials
[ΑΤΗΕΧ ESG: SS-E7]
• Ensuring efficient use of natural
resources and evaluation of raw
COLLECTION
RECYCLING
DESIGN
RAW MATERIALS
WASTE
REMAINS
PRODUCTION,
PROCESSING
DISTRIBUTION
USE, R E-USE, REPAIR
CIRCULAR
ECONOMY
Annual Financial Report as of 31.12.2023
Page 155 of 292
Amounts in thousand Euro, unless stated otherwise
materials based on the required tech-
nical specifications
• Deliberate non-use during the pro-
duction process of the 27 critical raw
materials for which there is a high risk
of supply problems as recognized by
the European Commission
Design
• Reducing the average weight of the
products while maintaining the same
technical characteristics
• Designing new innovative and sus-
tainable products with a low environ-
mental footprint
Production
• Investment in more energy efficient
production machines and continuous
monitoring and reduction of energy
consumption
• Use of recycled raw material in a very
high percentage depending on the
application
Distribution / Transportation
• Synergies between Group companies
for the optimization of routes and pro-
curement of raw materials from indus-
tries located in the same geographical
area on a priority basis
• Collaboration with customers aim-
ing to reduce the use of secondary
packaging
Reuse
• Saving of raw materials through the
reuse of internal waste
• Production of reusable products with
the aim of extending their life cycle as
much as possible
Collection
• Storage of production residues in ap-
propriate temporary storage stations
with the aim of their optimal utilization
• Collection of recyclable materials
through closed systems with the aim
of upgrading recycling
Recycling
• Voluntary commitment to the Circu-
lar Plastics Alliance (CPA) initiative to
replace virgin raw materials with recy-
cled materials by 2025
• Reliable information on traceability
and content of recycled raw material
through RecyClass, EuCertPlus and
TUV OK Recycled certifications
Waste
• Recycling of non-reusable raw materi-
als through licensed partners
• Continued reduction of non-hazard-
ous waste disposal in landfills through
source separation actions
Research and innovation for the
development of sustainable products
[SASB: RT-CH-410a.1, ΑΤΗΕΧ ESG: SS-E5]
The Group constantly invests in research
and innovation mainly during the design
phase with the aim of developing sus-
tainable products fully in line with the
European strategy for plastics in a circular
economy, with a positive environmental
impact and contribution to mitigating cli-
mate change. Priority in the design and
the production is the low environmental
footprint, the lowest possible weight while
achieving the same strength, high recy-
clability, mono-material usage, incorpo-
ration of natural materials, and the use of
Page 156 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
recycled material up to 100%.
Many of the Group’s products replace the
raw material with recycled, while at the
same time maintaining their properties
and being certified by RecyClass, an in-
ternational initiative that promotes the
recyclability of plastic packaging and en-
sures the traceability and transparency of
recycled plastic. The Group has carried out
EPD® (Environmental Product Declaration)
environmental assessments for specif-
ic, representative types of products in all
three segments of its activity. Both the as-
sessments, and the corresponding Life Cy-
cle Assessments (LCA for short) carried out
within the above context, were prepared
based on an internationally established
and accepted methodology for the prod-
uct categories in question (ISO 14025 and
ISO 14040), certified by independent au-
diting body for their validity and are avail-
able in the prescribed database (The Inter-
national EPD System) of the organization
EPD International AB (based in Sweden).
2025 TARGET
30%
INCREASE IN THE
USE OF RECYCLED
RAW MATERIALS
COMPARED TO
2021
Circular economy platform “In the Loop”
[GRI: 306-2, ΑΤΗΕΧ ESG: SS-E5]
The environmentally targeted Circular
Economy platform “In the Loop” of the
Thrace Group is based on the 3 axes of
the circular economy REDUCE | REUSE | RE-
CYCLE and networks companies, brands,
public bodies and consumers with the aim
of reducing the environmental footprint
throughout the whole value chain. It enu-
merates over 200 collaborating members
and reflects the Group’s approach regard-
ing the environmental impact of packag-
ing materials and the avoidance of their
disposal in the environment. The platform
contributes to the creation of lighter prod-
ucts with the aim of reducing the use of
plastic while maintaining the same tech-
nical characteristics, multi-use products
that replace their single-use counterparts
and products from recycled raw material.
It also designs specialized reuse systems
that enable recording and certification
of the number of uses and specialized
closed/controlled cycle recycling systems.
In addition, it informs about the circular
economy in plastic products and the up-
grading recycling.
The benefits of using the platform are as
follows:
• The transition from the linear to the
circular economy is taking place
• The environmental footprint of the
products is reduced
• Natural resources are preserved
• Plastic waste is reduced
• Reuse is made possible
• More products are produced from re-
cycled raw material
Protection and preservation of
biodiversity
[GRI: 304-2, ΑΤΗΕΧ ESG: A-E5]
The Group continuously seeks to increase
the use of recycled raw material, drastically
Annual Financial Report as of 31.12.2023
Page 157 of 292
Amounts in thousand Euro, unless stated otherwise
reduce waste and reduce greenhouse gas
emissions through production processes,
thereby reducing pressures on biodiver-
sity. The circular economy-oriented strat-
egy that it applies, aims to keep materials
as much as possible in the economy cycle
through reuse or recycling and certainly
away from the environment, landfills and
oceans, thus mitigating negative impacts
on biodiversity throughout the value
chain. The Biodiversity Strategy also works
alongside the new European Strategy from
“the farm to the plate” for the support and
transition to fully sustainable agriculture.
The Group, through Thrace Greenhouse
fully supports this strategy for healthier,
fresher and more sustainable food. Hy-
droponics allows the minimization of the
use of plant protection products with the
ultimate goal of their zero application and
great water savings, while geothermal en-
ergy contributes to energy savings and al-
most zero greenhouse gas emissions.
Water consumption management
[ΑΤΗΕΧ ESG: SS-E3, SS-E4]
Measures that can be implemented in
facilities for the conservation and rational
use of water, as well as the limitation of
leaks.
• Water consumption monitoring
• Preventive maintenance on cooling/
heating systems to address any poten-
tial leaks that may arise
• Water collection and recycling systems
• Automatic switches at the points of
use of drinking water
• Special marking for rational use of
drinking water
• Personnel awareness to reduce
consumption
Liquid waste management
[SASB: RT-CH-140a.3, ΑΤΗΕΧ ESG: A-E4]
The Group fully complies with the legal re-
quirements for the management of liquid
waste. In this context, there are contracts
with specialized management companies
for their optimal management.
Solid waste management
[GRI: 306-2, ΑΤΗΕΧ ESG: A-E3]
The Group fully complies with the legal
requirements for waste management. In
this context, an environmental impact
study has been prepared which mainly
concerns the optimal way of managing
them, while meeting contractual obliga-
tions, such as registration in the Electronic
Waste Register (EWR) and registration of
the waste producer’s annual report, and
registration in the National Register of
Waste Producers (NRWP) and payment of
the relevant packaging recycling fee. The
Group implements internal procedures,
such as the preparation of reports on the
types and quantities of waste produced,
while an effort is made to reduce this in
the factories by the method of separation
at the source. It is also ensured that the
companies to which the waste ends up for
final treatment or disposal have valid legal
operating documents, while the relevant
recycling certificates are obtained.
2025 TARGET
40%
REDUCTION OF SOLID
WASTE TO LANDFILL
COMPARED TO 2021
Use and management of chemicals
[SASB: RT-CH-410b.2, ATHEX ESG: SS-E8]
Due to its field of activity, the Group uses a
range of chemical substances and consti-
tutes a very important priority the effective
Page 158 of 292
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Amounts in thousand Euro, unless stated otherwise
management of the potential risks that
may arise for the environment. The Group
fully complies with legal requirements for
the temporary storage and use of chemi-
cals, informs and trains employees about
their safe use and does not use chemicals
or other hazardous substances subject to
national or international bans. In addition,
all the chemicals used are placed on metal
bases, while any leaks of small quantities
end up in special collectors. All chemicals
are stored in appropriate areas with spe-
cial markings, while access is only allowed
to persons with special permission and ex-
tensive knowledge of safety regulations.
Improving resource efficiency during the
production process
The efficiency of resources and process-
es is embedded in the Group’s corporate
culture. There are actively related projects
in the facilities being implemented with
the contribution of employees, while their
progress is recorded and evaluated on a
systematic basis, such as zero pellet loss
and zero waste to landfill.
Improving energy efficiency during the
production process
[GRI: 302-3]
The Group constantly monitors the energy
consumption in the production processes
with the aim of the best possible efficien-
cy through taking energy saving measures
and raising awareness and informing the
employees. At the same time, it makes
mechanical modernization investments
aimed at saving energy, such as the re-
placement of energy-consuming equip-
ment with equipment with lower energy
requirements.
2025 TARGET
10%
OF THE ENERGY
CONSUMPTION WILL BE
SELF-GENERATED FROM
RENEWABLE SOURCES in
accordance with the levels
of current productivity
Investment in renewable energy sources
The utilization of renewable energy sourc-
es and the improvement of energy effi-
ciency constitute key pillars for the fulfil-
ment of the climate objectives and the
long-term strategy of the European Union.
After all, the European Green Deal also
focuses on the transition to clean energy,
the promotion of energy efficiency and
the development of an energy production
sector that will be largely based on re-
newable energy sources. Actions that will
contribute to the reduction of greenhouse
gas emissions and to the upgrading of the
quality of life. In this context, the Group
constantly invests in the use of energy
from renewable sources.
ANNUAL
PERFORMANCE
10.8 MW
POWER OF
PHOTOVOLTAIC
SYSTEMS
6.7 MW in 2022
Actions related to climate-related issues
[ATHEX ESG: SS-E1]
The Group has incorporated into its strate-
gic plan the improvement of the data col-
lection process for the accurate calculation
and measurement of emissions and has
committed to establishing science-based
reduction targets and validating them
Annual Financial Report as of 31.12.2023
Page 159 of 292
Amounts in thousand Euro, unless stated otherwise
through the international Science Based
Targets Initiative (SBTi). Concurrently, it
implements actions for energy conser-
vation, optimal waste management, and
increased use of recycled raw materials.
These actions formed the basis for set-
ting specific targets. To maximize business
opportunities and mitigate risks arising
from climate change, the Group bases its
business model on a comprehensive risk
assessment process, examining strengths
and weaknesses, as well as opportuni-
ties and threats from the environment
through SWOT analysis. Additionally, the
Group participates in the international or-
ganization CDP to assess how it manages
the environmental impacts and climate
change effects of its activities. In order to
promptly respond to climate change risks
and opportunities, all Group companies
follow a common approach, while environ-
mental management responsibilities have
been assigned to monitor the companies’
performance.
The Group recognizes the importance of
recording and reducing direct and indirect
greenhouse gas emissions. For this rea-
son, it utilizes a specialized Carbon Foot-
print Calculation Platform, aligned with
internationally recognized GHG Protocol
methodology and ISO 14064-3. In 2021,
the Group proceeded with the recording
of direct and indirect emissions (Scope 1
and 2) for the previous year and identified
the carbon footprint of its three major sub-
sidiaries. Since 2022, the Group has been
capturing full records of direct and indirect
emissions (Scope 1, 2, and 3) and identify-
ing the carbon footprint of all subsidiary
companies.
As mentioned in the “Approach to Sustain-
able Development > Strategy” section, the
Group has outlined specific actions in the
Strategic Sustainable Development Plan
2022-2026 aimed at reducing greenhouse
gas emissions in all processes, improving
the environmental impact of products,
and implementing circular economy proj-
ects. Prioritizing remains the reduction of
energy consumption in production pro-
cesses, the use of energy from renewable
sources, maintaining the use of recycled
raw materials at stable levels, and reducing
waste destined for landfill.
12.6.3 Outcomes of the aforementioned
policies and non-financial
performance indices
Raw materials
The purpose of the monitoring framework
is to measure progress towards the transi-
tion to a circular economy regarding the
procurement of raw materials in relation
to recyclable raw materials. In 2023, the
Group stabilized the use of recycled raw
materials at high levels while continuous-
ly upgrading its quality to enable its use
in productions with demanding technical
specifications.
ANNUAL
PERFORMANCE
12.9
THOUSAND TONS
USE OF RECYCLED RAW
MATERIAL IN 2023
Page 160 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Total weight of raw materials (in t)
[GRI: 301-1]
2023 2022 2021
Polypropylene
92,800 85,610 90,366
Polyethylene
9,026 10,568 10,856
PET/ Polystyrene
421 384 0
Masterbatch
3,911 2,908 2,040
Paper
1,662 0 0
Total
107,820 99,470 103,262
Total weight of recycled raw materials (in t)
[GRI: 301-2]
2023 2022 2021
Recycled raw material*
12,976 13,407 11,443
Percentage of recycled raw material**
10.7% 11.9% 9.4%
* The recycled raw materials included into the production process stem from residues of the production
processes and from external sources.
** Packaging materials are not included in the calculation.
Total weight of packaging materials (in t)
2023 2022 2021
Packaging materials
7,109 6,938 7,059
Solid waste
[GRI: 306-3, 306-4, 306-5, SASB: RT-CH-150a.1, ATHEX ESG: A-E3]
Regarding the management of solid
waste, the following table includes data
for the quantities of waste generated in
the Group, by treatment method. It must
be noted that that the quantities of plas-
tic production residues generated within
the production units are recycled in full
through in the production process.
Waste treatment method Total weight of hazardous waste (t) Percentage
2023 2022 2021 2023 2022 2021
Recycling
179.3 205.7 177.8 83.6% 91.9% 81.6%
Energy recovery
15.2 4.8 18.9 7.1% 2.1% 8.7%
Incineration
19.9 13.4 21.1 9.3% 6.0% 9.7%
Total
214.4 223.9 217. 8 100% 100% 100%
Annual Financial Report as of 31.12.2023
Page 161 of 292
Amounts in thousand Euro, unless stated otherwise
Waste treatment method
Total weight of non-hazardous
waste (t)
Percentage
2023 2022 2021 2023 2022 2021
Recycling
3,108.8 3,456.7 2,201.8 67. 5% 65.3% 50.5%
Energy recovery
304.7 314.6 362.4 6.6% 5.9% 8.3%
Disposal in landfills
1,190.8 1,519.9 1,794.9 25.9% 28.7% 41.2%
Total
4,604.3 5,291.2 4,359.1 100% 100% 100%
*The information has been updated.
ANNUAL
PERFORMANCE
-12.6%
REDUCION OF TOTAL
WASTE IN 2023
-21.7%
REDUCTION OF WASTE
TO LANDFILL IN 2023
Energy consumption by type and source (MJ)*
[GRI: 302-1, SASB: RT-CH-130a.1, ATHEX ESG: C-E3]
2023 2022 2021
Non-renewable resources
Electric energy 540,574,273 533,747,676 586,720,878
District heating 1,317,776 1,545,613 1,627,056
Fuel 107,800,160 104,107,208 115,959,447
Gasoline 1,019,334 947,372 827,330
Natural gas 96,963,432 90,764,561 103,960,797
Methane 0 0 241,200
Liquefied Petroleum Gas (LPG) 5,647,742 6,781,159 7,112,315
Diesel 2,061,736 1,746,726 1,997,408
Heating pellets 2,107,916 3,867,390 1,820,397
Total non-renewable sources
(MJ)
649,692,210 639,400,497 704,307,381
Renewable sources
Solar energy (Photovoltaic) 42,507,401 21,243,979 4,148,615
Geothermal energy** 11,427, 874 22,963,889 22,385,650
Hydropower 1,258,380 932,976 994,104
Total renewable sources (MJ) 55,193,655 45,140,844 27,528,369
Total (MJ) 704,885,865 684,541,341
731,835,750
Total (MWh) 195,802 190,150 203,288
* To calculate electricity, district heating and fuel consumption, unit conversion factors from the DEFRA
(Department for Environment, Food & Rural Affairs) methodology guide were used. The previous years’
data were updated to reflect more accurate information.
** There was less need for heating, and therefore, consumption decreased.
Page 162 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Energy consumption within the Group per type and source of energy (%)
2023 2022 2021
Electric energy (%)
76.7% 78.0% 80.2%
Thermal energy (%)
0.2% 0.2% 0.2%
Fuel (%)
15.3% 15.2% 15.8%
Renewable energy sources (%)
7.8% 6.6% 3.8%
Total
100% 100% 100%
ANNUAL
PERFORMANCE
7.8%
USE OF ENERGY FROM RENEWABLE SOURCES IN 2023
Direct and indirect emissions
[GRI: 305-1, 305-2, 305-3, SASB: RT-CH-110a.1, ATHEX ESG: C-E1, C-E2, A-E1]
The impact of the pandemic on the
operation of the Group and business
continuity
In 2022, the Group managed to achieve
stable, sustainable, but also significantly
higher recurring profitability compared
to pre-pandemic levels, despite the par-
ticularly difficult conditions that prevailed
in the global economy. The foundations
were laid for long-term improvement and
development, within conditions of intense
uncertainty and inflationary pressures,
while the implementation of both the
planned and the extraordinary investment
plan progressed consistently. The dynamic
growth path of the Group continues, aim-
ing at the further increase of production
volume, the continuous improvement of
the product mix and profitability, as well as
the strengthening of the dynamics at the
The data collected based on ISO 14064-
3 for the year 2022, encompassing a full
analysis of scopes 1, 2, and 3, is as follows.
Through a specialized platform, which
aligns with the GHG Protocol method-
ology and ISO 14064-3, the collection of
required data for each category (scope 1,
2, 3) is achieved, data conversion into CO2
emissions, identification of significant im-
provement points, taking measures to re-
duce emissions, and monitoring progress.
In the Sustainable Development Report to
be published for the year 2023, there will
be a detailed report on direct and indirect
emissions with external verification.
Total emissions (tCO2e)
2022 2021
Direct emissions
(Scope 1)
5,253 5,676
Indirect emissions
(Scope 2)
52,884 54,966
Indirect emissions
related to value
chain (Scope 3)
294,376 303,261
Total
352,513 363,903
12.7 Impact of the COVID-19 pandemic on non-financial issues
Annual Financial Report as of 31.12.2023
Page 163 of 292
Amounts in thousand Euro, unless stated otherwise
level of recycling within the framework of
sustainable development.
Measures taken for the minimization of
the impact of the pandemic
The Group responsibly monitors develop-
ments related to the pandemic crisis, prior-
itizing the safeguarding of the health and
safety of employees and the uninterrupted
operation thereof, so as not to suffer any
consequence that would negatively affect
its business continuity. In accordance with
the guidelines and recommendations of
the World Health Organization and local
Public Health and Civil Protection Orga-
nizations, all prescribed measures have
been implemented from the outset and,
if required, all envisaged measures will be
activated.
12.8 Taxonomy Report
[ATHEX ESG: A-S1]
12.8.1 Environment
EU Commission aims to provide the eco-
nomic and financial system in the EU with
a structure that is more sustainable. For
this reason, EU adopted the recommen-
dations of the high-level expert group on
sustainable finance that formed the basis
of the “Action Plan on sustainable finance”.
Moreover, climate neutrality by 2050 is a
priority of the European Green Deal. By this
term, the volume of CO2 emissions emit-
ted should be equal to the volume avoid-
ed or removed. EU Taxonomy Regulation
is the basic tool in the aforementioned
Action Plan. It is a system that classifies
environmentally sustainable economic
activities. All environmental objectives are
examined:
1. Climate Change Mitigation
2. Climate Change adaptation
3. Sustainable use and protection of
water and marine resources
4. Transition to a circular economy
5. Pollution prevention and control
6. Protection and restoration of biodi-
versity and ecosystems
EU Taxonomy Regulation classifies eco-
nomic activities as “environmentally sus-
tainable” under the following conditions:
• Make a substantial contribution to
at least one of the environmental
objectives.
• Do no significant harm (DNSH) any of
the rest five environmental objectives.
• Comply with the minimum social
safeguards.
Technical Screening Criteria (TSC) are used
for the assessment of an economic activ-
ity to the extent of the substantial con-
tribution to one of the objectives and
does no significant harm to the five other
objectives.
The following figure presents the neces-
sary steps for the alignment of an econom-
ic activity.
A 4-step process to determine a taxonomy
aligned activity (Source: BNEF)
Page 164 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Delegated Regulation (EU) 2023/2486 for
the environment was issued in June 2023
and Delegated Regulation (EU) 2021/2139
for the climate was amended from Reg.
(EU) 2023/2486. Technical Screening Crite-
ria have now been issued for all environ-
mental objectives in order to evaluate the
economic activities for the fiscal year 2023.
The Group’s economic activities were eval-
uated for the above-mentioned Technical
Screening Criteria.
• “Taxonomy eligible economic activi-
ty” is described in the delegated acts
supplementing Taxonomy Regulation,
irrespective of whether the economic
activity meets any or all the TSC laid
down in those delegated acts.
• “Taxonomy aligned economic activi-
ty” complies with the TSC as defined
in the Climate and Environment Dele-
gated Acts and it is carried out in com-
pliance with the minimum safeguards,
re: human and consumer rights, an-
ti-corruption and bribery, taxation and
fair competition.
Turnover Key Performance Indicator (KPI),
Capital Expenditure (CapEx) KPI and Op-
erating Expenditure (OpEx) KPI will be
reported for Thrace Group’s economic ac-
tivities in fiscal year 2023.
The Group’s economic activities 3.6 “Pro-
duction of other low carbon technol-
ogies” and 1.1 “Manufacture of plastic
packaging goods” considered eligible.
For the environmental objective of Climate
Change Adaptation, the description of 3.6
includes the construction of technologies
aimed at significant savings in Greenhouse
Gas (GHG) emissions in other sectors of
the economy (not covered in points 3.1
to 3.5 of Annex II, of the Delegated Act
for Climate). Correspondingly, for the en-
vironmental objective of transitioning to
a Circular Economy, the description of 1.1
includes the manufacture of plastic pack-
aging goods.
Taxonomy Eligibility – Taxonomy
Alignment
The EU Taxonomy Regulation does not
stipulate a minimum value for the KPI lev-
els. Building on technological advances
rather than on efficiency enhancements
within the existing system could be the
purpose and objective of the “EU Action
Plan on Financing Sustainable Growth”.
Annual Financial Report as of 31.12.2023
Page 165 of 292
Amounts in thousand Euro, unless stated otherwise
Thrace Group aims in manufacturing sus-
tainable products, aligned with Circular
Economy standards, to further reduce the
environmental footprint. Considering how
they contribute to or support the environ-
mental objectives, economic activities are
categorized as:
• Primary Activities, which directly con-
tribute substantially to one of the six
environmental objectives.
• Transitional activities, which support
the transition to a climate-neutral
economy
1 .
• Enabling activities, which facilitate the
primary activities indirectly
2 .
Economic activities
Thrace Group consists of 14 companies,
operates in 9 countries, with production,
1 as referred to in Article 10(2) of Regulation (EU) 2020/852)
2 as referred to in Article 10(1), point (i), of https://eur-lex.europa.eu/legal-content/EN/
TXT/?uri=celex:32020R0852)
trading and distribution companies and
develops activity in 3 sectors: Technical
fabrics, Packaging solutions and Geother-
mal Hydroponic Greenhouses. Moreover,
it develops sales networks in 80 countries,
applies 28 technologies in production pro-
cedure and covers 25 market segments
with products and solutions.
The Group’s economic activities were as-
sessed in order to determine which are
eligible and which aligned according to
Delegated Regulations for the Climate and
the Environment. For this assessment, the
relevant Technical Screening Criteria were
taken into account.
The following table presents economic ac-
tivities of the Group that are EU Taxonomy
eligible the environmental objective for
which the activities qualify as eligible.
Taxonomy eligible economic activity
Economic Activity
according to EU
Taxonomy
Description
NACE-
code
Environmental
objective
3.6 Manufacture of
other low carbon
technologies
Manufacture (and sale) of technical
fabrics (textiles, woven, non-woven)
that aim at enabling a substantial
reduction of GHG emissions in other
sectors of the economy
13.20
13.95
Climate
Change
Adaptation
1.1 Manufacture of
plastic packaging
goods
Manufacture of plastic packaging
goods
22.22
Transition
to a Circular
Economy
Eligibility verification of Thrace Group economic activities
According to the Delegated Regulation
EU 2021/ 2139, the economic activity: 3.6.
Manufacture of other low carbon tech-
nologies can be associated with Thrace
Group’s economic activity: Production of
Technical Fabrics. The aforementioned
economic activity is categorized eligible,
since a series of products that are be-
ing produced have Environmental Prod-
uct Declaration (EPD), which essentially
Page 166 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
presents the reduction of greenhouse gas
emissions over their life cycle, while simul-
taneously allows the comparison of prod-
ucts in order to select the most sustainable
option.
According to the Delegated Regulation
EU 2023/ 2486, the economic activity:
1.1 Manufacture of plastic packaging
goods can be directly associated with
Thrace Group’s NACE code 22.22: Manu-
facture of plastic packaging goods. The
aforementioned NACE code is clearly in-
cluded in the Del. Reg. EU 2023/ 2486 and
therefore is categorized eligible.
The rest of Group’s economic activities
are not classified as eligible, as they are
not currently included in the Delegated
act for climate or in its amendment, and
in the Delegated act for the environment.
Economic Activities of Hydroponic Green-
houses Geothermal are in this category.
Economic activity 3.6 is defined as En-
abling Activity, as it meets the Technical
Screening Criteria defined in the corre-
sponding section of the Delegated Reg-
ulation for Climate, as applicable. Activity
1.1 is defined as Main Activity as the man-
ufacturing of plastic packaging goods sub-
stantially contributes to the transition to a
circular economy.
Alignment verification of the Group’s eli-
gible economic activities
Subsequently, the alignment of the eligi-
ble activities of the group identified in the
previous stage is evaluated.
3.6. Manufacture of other low carbon
technologies
The Group’s economic activity in the field
of Technical Fabrics production substan-
tially contributes to the environmental
objective of Climate Change Adapta-
tion, as the Technical Fabrics have been
designed and are mainly used for the pre-
vention of soil erosion and thermal stress
by improving the energy efficiency of
buildings. Moreover, they provide adapta-
tion solutions that substantially contribute
to the prevention or reduction of the risk
of negative impact of existing and expect-
ed future climate conditions on people,
nature, or assets, without increasing the
risk of negative effects on other people,
nature, or assets.
The economic activity was examined for
its contribution to Climate Change Adap-
tation based on the criteria defined in Ar-
ticle 11 of the Taxonomy Regulation and
the Technical Screening Criteria (TSC) of
the Delegated Act for Climate. For the de-
termination of the risks of climate change,
Thrace Plastics Group has initiated its
alignment with the recommendations of
the Task Force on Climate-related Financial
Disclosures (TCFD). The TCFD Report di-
vides climate-related risks into two major
categories:
• Risks related to the physical impacts of
climate change and (Climate Change
Physical Risk).
• Risks related to the transition to a low-
er-carbon economy (Climate Change
Transition Risk).
The classification of Climate-related haz-
ards comprises four major hazard groups,
with hazards related to water, tempera-
ture, wind, and solid mass according to
Appendix A of the Climate Delegated Act.
In this context, the assessment of climate
risks and the vulnerability of the Group’s
activities is ongoing. However, it is noted
that the Group has and implements an
Emergency Response Plan (ERP) which
records all the preventive measures that
have been taken to minimize the risk from
Fire, Heatwave, intense snowfall/frost,
Annual Financial Report as of 31.12.2023
Page 167 of 292
Amounts in thousand Euro, unless stated otherwise
stormy winds, thunderstorms, and floods.
Compliance with “do not significant harm,
DNSH” criteria for economic activity
3.6 is being evaluated in the following
paragraphs.
The criteria for the EU environmental ob-
jective for the use and protection of Wa-
ter and Marine resources are associated
with environmental degradation risks
related to preserving water quality and
avoiding water stress. Their identification
and management are achieved by attain-
ing good water status and good ecologi-
cal potential, in accordance with Directive
2000/ 60/EC.
The Group has adopted several procedures
to this direction and a series of measures
are in place, such as i) water consumption
monitoring, ii) integrated proactive main-
tenance system to deal with possible leaks,
iii) water collection and recycling systems,
iv) automatic switches at drinking water
points, etc.
DNSH criteria for Circular Economy ex-
amine the assessment of the activity and,
where feasible, the adaptation of tech-
niques that support:
i) Reuse and use of secondary raw
material.
ii) Design for high durability and
recyclability.
iii) Waste management that prioritizes
recycling over disposal in the manu-
facturing process.
iv) Information on the content and trace-
ability of it throughout the life cycle
of the products.
The production of Technical Fabrics in the
Group’s companies aims, on the one hand,
at maximum reuse and the use of second-
ary raw materials where possible, as well as
at the maximum percentage of recycling
of the generated waste.
Compliance with the criteria for the Pro-
tection and restoration of biodiversity
and ecosystems is achieved in the Group’s
facilities, by having all the required envi-
ronmental permits for their operation in
place. The locations of the European facil-
ities of the Group are not in or near biodi-
versity-sensitive areas (including the Natu-
ra 2000 network as well as other protected
areas), as presented in Figure 2.
DNSH criteria for the Pollution preven-
tion include the avoidance of manufac-
ture and placing on the market of several
hazardous substances. The Group does
not use chemicals or other hazardous sub-
stances that are subject to national or in-
ternational constraints.
Page 168 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
The Group’s facilities in Europe
1.1 Manufacture of plastic packaging
goods
The manufacture of Plastic Packaging
Goods (NACE 22.22) is an eligible activi-
ty for which, although there was no ob-
ligation during the reference period, its
alignment was also assessed, without the
quantitative reporting of the relevant indi-
cators.
The economic activity of the Group in the
field of plastic packaging production sub-
stantially contributes to the environmen-
tal objective of transitioning to a circular
economy. These products include quanti-
ties of recycled plastic during production,
they are designed to be practically recy-
clable on a large scale and do not incorpo-
rate substances with hazardous properties
during their manufacturing.
Compliance with “do not significant
harm, DNSH” criteria for economic activ-
ity 1.1 is being evaluated in the following
paragraphs.
The “do not significant harm, DNSH” tech-
nical Criteria for Climate Change Mitiga-
tion include the assessment of greenhouse
gas emissions during the life cycle of man-
ufactured plastics, for plastics made from
sustainable raw materials. These emissions
are lower than the greenhouse gas emis-
Annual Financial Report as of 31.12.2023
Page 169 of 292
Amounts in thousand Euro, unless stated otherwise
sions from equivalent plastics produced
from fossil fuel raw materials, as evidenced
through available Environmental Product
Declarations (EPD).
The criteria for the environmental objective
of Climate Change Adaptation include
the assessment of the economic activity’s
exposure to natural climate risks, the eval-
uation of the impacts, and the adoption of
necessary mitigation measures. The risks
of flooding, heatwaves, intense snowfall/
frost, stormy winds, thunderstorms, and
fires have been assessed within the frame-
work of the Emergency Response Plans of
the plastic packaging production units,
and the necessary mitigation measures
have been adopted.
The criteria for the environmental objec-
tive of Sustainable Use and Protection of
Water and Marine Resources are linked
to risks of environmental degradation con-
cerning water quality maintenance and
the avoidance of water resource depletion.
Their identification and management are
achieved by attaining good water status
and good ecological potential, in accor-
dance with Directive 2000/60/EC. Within
the framework of the current licensing of
production facilities, potential risks in this
category have been identified and moni-
tored.
DNSH criteria for Pollution Prevention
and Control include avoiding the produc-
tion and market release or use of a range
of hazardous substances. The Group does
not use chemicals or other hazardous
substances that fall under national or in-
ternational restrictions. Additionally, for
products produced from plastic materials
in their primary form, emissions from the
manufacturing of these plastic materials
remain within or below the emission levels
associated with the ranges of Best Avail-
able Techniques (BAT-AEL) determined in
relevant Best Available Techniques (BAT)
conclusions, on a case-by-case basis (com-
mon wastewater and exhaust gas treat-
ment systems, regarding emissions to
water, in relation to emissions to the atmo-
sphere from new installations, etc.).
Compliance with the criteria of Protec-
tion and Restoration of Biodiversity
and Ecosystems, is established since the
Group’s facilities have in force all the en-
vironmental permits for their operation,
where applicable. Both economic activity
3.6 and economic activity 1.1 are taxono-
my eligible and aligned, as they match the
following criteria:
• Substantial contribution to the Ad-
aptation to Climate Change (activity
3.6) and the Transition to a Circular
Economy (activity 1.1), based on the
Technical Screening Criteria.
• They do not cause significant harm
(DNSH) to the other five environmen-
tal objectives.
• They fulfill the Minimum Safeguards
(MS), as referred to in the Taxonomy
Regulation.
Definitions of Turnover KPI, CapEx KPI
and OpEx KPI
Turnover as referred to in the EU Tax-
onomy Regulation is defined as net rev-
enues pursuant to IFRS as stated in the
consolidated income statement and only
referring to fully consolidated subsidiaries.
Taking into account that the Group does
not perform any of the activities related to
natural gas and nuclear energy (activities
4.26-4.31), the specific standards intro-
duced by the Supplementary Delegated
Act regarding activities in certain energy
sectors are not used. Based on point 1.2.3
of Annex 1 of the Delegated Regulation
Page 170 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
(EU) 2021/2178, Key Performance Indicator
of the joint ventures will not be presented
in the context of this report.
The proportion of Taxonomy-aligned eco-
nomic activities in our total turnover has
been calculated as the part of net turnover
derived from products and services asso-
ciated with Taxonomy-aligned economic
activities (numerator) divided by the net
turnover (denominator) for the financial
year from 1 January to 31 December 2023.
The denominator of the turnover KPI is
based on the consolidated net turnover in
accordance with paragraph 82(a) of IAS 1.
For further details on the accounting pol-
icies regarding the consolidated net turn-
over, please refer to the relevant section of
the Annual Financial Report 2023.
The numerator of the turnover KPI is de-
fined as the net turnover derived from
products and services associated with Tax-
onomy-aligned economic activities, that is:
• Activity 3.6 “Manufacture of other low
carbon technologies” generates net
turnover from the sale of technical fi-
bers.
CapEx as referred to in the EU Taxonomy
Regulation is calculated on a gross basis,
i.e. without accounting for remeasure-
ments, depreciation and amortization, or
impairment losses. CapEx comprises in-
vestments in non-current intangible assets
and in property, plant and equipment as
presented in the consolidated statement
of financial position. The CapEx KPI is de-
fined as Taxonomy-aligned CapEx (numer-
ator) divided by the total CapEx (denomi-
nator).
Total CapEx consists of additions to tangi-
ble and intangible fixed assets during the
financial year, before depreciation, amor-
tization, and any remeasurements, includ-
ing those resulting from revaluations and
impairments, as well as excluding changes
in fair value. It includes acquisitions of tan-
gible fixed assets (IAS 16), intangible fixed
assets (IAS 38), right-of-use assets (IFRS 16)
and investment properties (IAS 40). Addi-
tions resulting from business combinations
are also included. Goodwill is not included
in CapEx, because it is not defined as an
intangible asset in accordance with IAS 38.
For further details on the accounting pol-
icies regarding CapEx, please refer to the
relevant section of the Annual Financial
Report 2023.
The numerator consists of the following
categories of Taxonomy-eligible CapEx:
a) CapEx related to assets or processes
that are associated with Taxonomy-aligned
economic activities (“category a”):
• CapEx invested into the following ar-
eas is considered in the numerator of
the CapEx KPI: Buildings, Equipment,
Machinery, intangible assets.
b) CapEx that is part of a plan to upgrade
a Taxonomy-eligible economic activi-
ty to become Taxonomy-aligned or to
expand a Taxonomy-aligned econom-
ic activity (“category b”):
• Thrace Group does not have CapEx for
FY 2023, under this category.
c) CapEx related to the purchase of out-
put from Taxonomy-aligned econom-
ic activities and individual measures
enabling certain target activities to
become low-carbon or to lead to GHG
reductions (“category c”):
• The Group does not have CapEx for FY
2023, under this category.
The Group’s CapEx can be reconciled to
our consolidated financial statements.
They are the total of the movement types
(acquisition and production costs):
• additions
• additions from business combinations
Annual Financial Report as of 31.12.2023
Page 171 of 292
Amounts in thousand Euro, unless stated otherwise
for intangible assets, right-of-use assets,
property, plant and equipment, and in-
vestment properties.
For both CapEx and OpEx KPI calcula-
tions associated with Taxonomy-aligned
economic activities, double counting was
avoided. To achieve this, only CapEx (and
the corresponding OpEx) related to mar-
ket outflows and individual measures
associated with assets or processes con-
cerning the Taxonomy-aligned economic
activities were measured once. These in-
clude the production buildings and offices
of the Group, the mechanical equipment,
and the vehicles. Whenever an individu-
al investment is considered aligned with
the Taxonomy, the relevant percentage of
CapEx is not recorded also in a (partially)
Taxonomy-aligned economic activity, to
avoid double counting.
OpEx as referred to in the EU Taxonomy
Regulation includes expenses not eligible
for capitalization that are presented in the
consolidated income statement, such as
expenses for research and development,
building refurbishment measures, short
term leases, maintenance and repairs, and
all other direct expenses resulting from the
maintenance of property, plant and equip-
ment in order to safeguard the operating
capability of taxonomy-eligible assets.
OpEx KPI is defined as Taxonomy-aligned
OpEx (numerator) divided by the total
OpEx (denominator). Total OpEx consists
of direct non-capitalized costs that relate
to research and development, building
renovation measures, short-term leases as
well as all forms of maintenance and repair.
This includes:
• Research and development expendi-
ture recognized as an expense during
the reporting period in our income
statement.
• Maintenance and repair expenses that
were carried out at the facilities of the
Group
• The volume of non-capitalized leases
was determined in accordance with
IFRS 16 and includes expenses for
short-term leases and low-value leas-
es, as presented in the Annual Finan-
cial Report.
Key Performance
Indicators
3
Turnover
CapEx OpEx
2022 2023 2022 2023 2022 2023
Total (in mil. €)
394.38 345.37 37.97 31.36 9.44 15.77
taxonomy - aligned
(in mil. €)
154.20 135.61 21.72 10.03 3.89 7.02
%
39.1 39.3 57. 2 32.0 41.1 44.5
taxonomy - eligible
(in mil. €)
154.20 135.61 21.72 10.03 3.89 7.02
%
39.1 39.3 57. 2 32.0 41.1 44.5
not taxonomy - eligible
(in mil. €)
240.18 209.76 16.25 21.33 5.56 8.75
%
60.9 60.7 42.8 68.0 58.9 55.5
3 Values for the Taxonomy aligned activities: CCA 3.6 Manufacture of other low carbon Technologies
and CE 1.1 Manufacture of packaging plastic goods
Page 172 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Upgrade and expansion plan
The Group’s facilities are constantly up-
graded so that they remain safe and func-
tional, while also meeting the Group’s
needs due to the ongoing investments in
mechanical equipment and photovoltaic
panels.
OpEx KPI – Quantitative breakdown of
the numerator
The following table shows the breakdown
of the OpEx numerator into its compo-
nents based on the definition of OpEx in
the Disclosures Delegated Act. It is noted
that in relation to 2022, the cost of main-
tenance and repair wages is also included:
Quantitative breakdown of OpEx
numerator
OpEx (in mil. €)
R&D costs 1.07
Maintenance and repair
2.99
Maintenance and repair
wages
2.78
Short term lease 0.18
Total 7.02
Contextual Information
Turnover KPI - Quantitative breakdown of the numerator
A quantitative breakdown of the numerator for the turnover KPI is presented in the fol-
lowing table.
Quantitative breakdown of turnover numerator
Turnover (in mil. €)
Customer contracts 135.61
Other revenue 0
Total
135.61
CapEx KPI – Quantitative breakdown at the economic activity aggregated level
For FY 2023, Taxonomy-aligned CapEx is associated with activities CCA 3.6 and CE 1.1. The
following table presents breakdown of the amounts included in the numerator.
Quantitative breakdown of the CapEx numerator
Activity CapEx (in mil. €)
Tangible additions 9.66
Intangibles additions 0.04
Right of use additions 0.33
Sum 10.03
Annual Financial Report as of 31.12.2023
Page 173 of 292
Amounts in thousand Euro, unless stated otherwise
12.8.2 Minimum Safeguards
The Group focuses strongly on labor top-
ics, such as workers’ rights, health and
safety in the workplace, training, and edu-
cation of employees. It also acknowledges
the influence and opportunities created by
the Group activities in local communities.
The taxonomy-alignment evaluates the
compliance with the Minimum Safeguards
(MS).
The economic activities of Group are car-
ried out in alignment with:
• the OECD Guidelines for Multinational
Enterprises (OECD MNE Guidelines)
• the UN Guiding Principles on Business
and Human Rights (UNGPs), including
the principles and rights set out in the
eight fundamental conventions identi-
fied in the Declaration of the Interna-
tional Labor Organization on Funda-
mental Principles and Rights at Work
• the International Bill of Human Rights.
The scope of the MS covers the following
four topics:
• human rights (including labor and
consumer rights)
• corruption and bribery
• taxation
• fair competition
The Group’s approach, to assess compli-
ance with MS, consists of two (2) stages.
The implementation of adequate process-
es for the prevention of negative impacts
is the 1st stage and the monitoring of the
outcomes is the 2nd one.
Human Rights (Including labor and
consumer rights)
The Group is committed to full compli-
ance with the current regulatory frame-
work, the Internal Operating Regulation,
and the Group Policies. Furthermore, it
is committed to zero tolerance on issues
concerning human rights. The Group,
through its Code of Ethical Conduct and
Deontology, has established principles for
respecting human rights, where it com-
mits to zero tolerance for harassment in
the workplace, any form of discrimination,
and phenomena of forced and child labor
across the entire value chain. It also com-
mits to resolving complaints and treating
employees in a fair and impartial manner
and has established guidelines and inter-
nal regulations that refer to human rights
and informs employees through the Inter-
nal Labor Regulation.
Taxation
The Group aims in producing and distrib-
uting, through its business activities and
high-performance levels both directly and
indirectly, economic value to the commu-
nities in which it operates, placing special
emphasis on:
• Strengthening the economies of the
countries it operates in, through the
cash flows it generates to stakehold-
ers, namely tax payments, payments
to suppliers, salary payments to em-
ployees, dividends to shareholders
and investments in local communities.
• Meeting the needs of societies that
surround the Group facilities and are
affected by its activities.
• Creating employment opportunities
through the direct and indirect cre-
ation and maintenance of job posi-
tions through the value chain.
Corruption and bribery
The Group is committed to zero toler-
ance on issues of corruption and bribery.
To achieve this, a comprehensive frame-
work of principles and policies have been
Page 174 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
adopted, that ensure transparency and
responsible operation, conducts relevant
updates and checks on an annual basis
through the Internal Audit Department,
has determined disciplinary measures, and
has constituted the Audit Committee.
The Group has adopted and follows a
comprehensive framework of principles
and policies that ensure its transparency
and responsible operation. To ensure the
avoidance of incidents of corruption and
bribery, it operates preventively, conduct-
ing relevant updates and checks on an
annual basis through the Internal Audit
Department. Disciplinary measures have
been determined to discourage participa-
tion in a similar incident.
Fair Competition
The Group is firmly committed to con-
ducting its business activity with integri-
ty, always taking into account the highest
standards of ethics and the laws in effect.
The Code of Ethics and Conduct specifies
the standards of behavior required by the
employees of the companies of the Group
in every country where the Group is oper-
ating. The basic principles of the Code are
listed:
• Business ethics
• Respect of human rights
• Diversity and equal representation
• Compliance with the laws and social
norms
• Product quality
• Promotion of fair and free
competition
• Avoidance of conflict of interest
• Accuracy and completeness of finan-
cial information
• Protection of corporate tangible
assets
• Transparent and legitimate collabora-
tion with the public authorities
• Realization of all transactions with
integrity and protection against
corruption
• Data protection and confidentiality
• Good labor relations
• Safety, health and environmental
protection
• Circular economy and climate change
• Social contribution
Page 178 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
Index of Abbreviations
ATHEX ESG
Athens Stock Exchange Environmental, Social, and
Governance Guide
BRC (Brand Reputation
Compliance)
Global Standard for Food Safety
CDP
International non-profit organization assisting companies
in disclosing their environmental impacts
EcoVadis
Company assessment organization for non-financial
information and responsible business conduct
EPD (Environmental
Product Declaration)
Declaration disclosing environmental information about a
product
ESG Environmental, social, and corporate governance
EuCertPlus
Certification focusing on traceability of plastic materials
and recycled content quality in final products
FDA (Food and Drug
Administration)
International organization responsible for protecting and
promoting public health
GRI (Global Reporting
Initiative)
International standard for sustainability reporting. Core
option is followed in this report.
IFS (International Food
Standard)
International standard for food safety and quality
certification
In the Loop Platform for upgrading plastic waste recycling
ISO (International
Standardization
Organization)
International standards organization
LCA (Life Cycle
Assessment)
Method of analyzing the life cycle of a product
Nasdaq ESG
Global reference guide for environmental, social, and
governance (ESG) for public and private companies
RecyClass
Certification for traceability of recycled content in plastic
products
SASB (Sustainability
Accounting Standards
Board)
International standards for sustainability information
disclosure
SBTi (Science Based
Targets initiative)
International initiative providing clearly defined
methodology for emission reduction in line with the Paris
Agreement goals
SDGs (Sustainable
Development Goals)
United Nations Sustainable Development Goals
TCFD (Task Force
on Climate-Related
Financial Disclosures)
International initiative developing recommendations for
more effective disclosures related to climate change
tCOe
Greenhouse gas emissions in tons of carbon dioxide
equivalent
TUV OK Recycled
Certification scheme defining requirements for calculating
recycled content of plastic products
Annual Financial Report as of 31.12.2023
Page 179 of 292
Amounts in thousand Euro, unless stated otherwise
Xanthi, 22 April 2024
The Chairman of
the Board of Directors
The Chief Executive Officer &
Executive Member of
the Board of Directors
The Non-Executive Member of
the Board of Directors
Konstantinos St. Chalioris Dimitris P. Malamos Vasileios S. Zairopoulos
Annual Financial Report as of 31.12.2023
Page 181 of 292
Amounts in thousand Euro, unless stated otherwise
III. ΕΚΘΕΣΗ ΑΝΕΞΑΡΤΗΤΟΥ ΟΡΚΤΟΥ ΕΛΕΓΚΤΗ
ΛΟΓΙΣΤΗ
PricewaterhouseCoopers SA, T: +30 210 6874400, www.pwc.gr
Athens: 260 Kifissias Avenue & 270 Kifissias Avenue, 15232 Halandri | T:+30 210 6874400
Thessaloniki: 16 Agias Anastasias & Laertou, 55535 Pylaia | T: +30 2310 488880
Ioannina: 2 Plateia Pargis (or 23 Pyrsinella), 1st floor, 45332 | T: +30 2651 313376
Patra: 2A 28is Oktovriou & Othonos Amalias, 26223 | T: +30 2616 009208
Independent auditor’s report
To the Shareholders of “Thrace Plastics Co S.A.”
Report on the audit of the separate and consolidated financial statements
Our opinion
We have audited the accompanying separate and consolidated financial statements of “Thrace
Plastics Co S.A.” (Company and Group) which comprise the separate and consolidated statement of
financial position (or balance sheet) as of December 31, 2023, the separate and consolidated
statements of profit or loss and other comprehensive income (or profit or loss, comprehensive
income), changes in equity and cash flow statements for the year then ended, and notes to the
separate and consolidated financial statements, comprising material accounting policy information.
In our opinion, the consolidated financial statements present fairly, in all material respects the
separate and consolidated financial position of the Company and the Group as at December 31, 2023,
their separate and consolidated financial performance and their separate and consolidated cash flows
for the year then ended in accordance with International Financial Reporting Standards, as adopted by
the European Union and comply with the statutory requirements of Law 4548/2018.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as they have
been transposed into Greek Law. Our responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the separate and consolidated financial statements section
of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
During our audit we remained independent of the Company and the Group in accordance with the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants
(IESBA Code) that has been transposed into Greek Law, and the ethical requirements of Law
4449/2017 and of Regulation (EU) No 537/2014, that are relevant to the audit of the separate and
consolidated financial statements in Greece. We have fulfilled our other ethical responsibilities in
accordance with Law 4449/2017, Regulation (EU) No 537/2014 and the requirements of the IESBA
Code.
We declare that the non-audit services that we have provided to the Company and its subsidiaries are
in accordance with the aforementioned provisions of the applicable law and regulation and that we
have not provided non-audit services that are prohibited under Article 5(1) of Regulation (EU) No
537/2014.
The non-audit services that we have provided to the Company and its subsidiaries, during the year
ended as at December 31, 2023, are disclosed in the note 3.30 to the separate and consolidated
financial statements.
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 year under audit. These matters
Page 182 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
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.
Key audit matter
How our audit addressed the key
audit matter
Provisions for Employee benefits (Consolidated
Financial Statements)
In the consolidated statement of financial position
is included an amount of €9,5 million related to
net benefit from funded defined benefit plans of
foreign components as at 31 December 2023.
The future benefits are discounted at present
value after deducting the fair value of the assets
of the funded programs. The present value of
post-employment benefit obligations is contingent
on certain factors determined on the basis of an
actuarial valuation prepared by an independent
actuary through the use of significant
assumptions.
The assumptions used to determine the net cost
of post-employment benefits include, among
others, the discount rate, inflation, and the
average annual salary increase. Any changes in
the assumptions may have a significant impact on
the accounting for post-employment benefit
accounting, making this item volatile, since it is
significantly influenced by the change in the fair
value of the assets of the funded programs.
We focused on this item due to its significant
value in the consolidated financial statements and
due to the estimates and assumptions used by
the management.
Detailed information is provided in Notes 2.18
“Employee benefits” and 3.21 "Pension Liabilities”
of the consolidated financial statements of the
Group.
•
We evaluated the Group Accounting
policy for defined benefit plans.
• We investigated the matter by
requesting from the Group's
management detailed information in
order to evaluate the assumptions
adopted and the data used for the
calculation of the provision.
• We performed a detailed examination
and evaluation of the actuarial
valuation prepared for the calculation
of the provision, in order to assess that
it is in line with IFRS, with an emphasis
on the reasonability of the assumptions
used.
• We critically assessed the method
used and the assumptions used, as
well as the hypotheses and sources of
data defined by the management and
used by the actuary, their cohesion
and consistency compared to the
previous year and we compared these
assumptions with relative observable
market information.
• We agreed on the provision for staff
benefits and the relative costs included
in the financial statements with the
actuarial valuation.
• We found that the assumptions used
were within a reasonable range and
confirmed the appropriateness of the
disclosures in the consolidated
financial statements.
• We confirmed that the relevant
disclosures in the consolidated
financial statements are adequate.
Based on our work, no exceptions identified
regarding the reasonableness of the
assumptions.
Impairment assessment of Goodwill
(Consolidated Financial Statements)
Annual Financial Report as of 31.12.2023
Page 183 of 292
Amounts in thousand Euro, unless stated otherwise
In the consolidated statement of financial position
as at 31 December 2023, the Group has goodwill
of € 9,7 million as stated in note 3.13 "Intangible
Assets" of the financial statements.
Following initial recognition, the Group measures
goodwill at cost less accumulated impairment
losses.
Goodwill is allocated on cash-generating units
and an impairment test is carried out annually or
more frequently if there is evidence of a possible
impairment in the book value of the goodwill in
relation to its recoverable value in accordance
with IAS 36. Impairment is recognized directly as
an expense in consolidated profit or loss and
other comprehensive income and is not
subsequently reversed.
Management determines recoverable value of the
cash generating units as the largest amount
between the value in use and its fair value, minus
any related costs of disposal. The calculation of
the value in use of each cash-generating unit is
performed by an independent valuer and requires
management's estimation of the assumptions
about the future results of the above cash-
generating units, such as the growth rate in
perpetuity, forecasts of expected sales quantities
and prices, gross margin and discount rates.
These assumptions vary due to the different
market conditions in the countries in which the
Group operates.
We focused on this area due to the significant
value of this item in the consolidated financial
statements as well as the estimates and
assumptions used by management in the context
of performing the impairment assessment of
goodwill.
Detailed information on the impairment
assessment of goodwill is provided in notes
2.3.1.3 "Estimation on impairment of goodwill”,
2.6.1 “Goodwill”, and 3.13 "Intangible assets" of
the consolidated financial statements of the
Group.
Based on the impairment test performed by
management, there was no need to recognize
impairment loss on goodwill for the year ended 31
December 2023.
We evaluated the overall impairment test
performed by the management, including the
process of reviewing and approving value in
use models.
We performed audit procedures to confirm
that the impairment test for goodwill is
generally based on accepted policies and on
reasonable assumptions. In cooperation with
our colleagues with valuation expertise, we
performed the following audit procedures:
• We examined the key assumptions of
the Group, such as the growth rate of
the cash generating units in perpetuity,
projected sales volumes and prices,
and gross profit margins used in the
projected cash flow, comparing them
with the trends of local markets and the
assumptions used in previous years.
• We evaluated the reliability of the
forecasts used in the projected cash
flows of the management, by
comparing the actual performance
against previous forecasts.
• We found that the discount rate was
determined within an acceptable
range, assessing the cost of capital
and borrowing costs per cash-
generating unit and comparing the
discount rates with industry and market
data.
• We examined the mathematical
accuracy of the cash flow models and
we agreed these with the relative
investment plans. We assessed the
impact on the value in use of the cash-
generating units of a possible change
in the key assumptions, such as
growth rates, discount rates, sales
volume and prices, and gross profit
margins, and we found that the margin
between book value and recoverable
value was adequate.
Based on the procedures performed, no
exceptions were identified regarding the
impairment test and we found that
management's assumptions and estimates
were within a reasonable range. In addition,
we confirmed the appropriateness of the
relevant disclosures in the consolidated
financial statements.
Οther Information
The members of the Board of Directors are responsible for the Other Information. The Other
Information, which is included in the Annual Report in accordance with Law 3556/2007, is the
Statements of Board of Directors members and the Board of Directors Report (but does not include
the financial statements and our auditor’s report thereon), which we obtained prior to the date of this
auditor’s report.
Our opinion on the separate and consolidated financial statements does not cover the Other
Information and except to the extent otherwise explicitly stated in this section of our Report, we do not
express an audit opinion or other form of assurance thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is
to read the Other Information identified above 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.
We considered whether the Board of Directors Report includes the disclosures required by Law
4548/2018 and the Corporate Governance Statement required by article 152 of Law 4548/2018 has
been prepared.
Based on the work undertaken in the course of our audit, in our opinion:
● The information given in the the Board of Directors’ Report for the year ended at December 31,
2023 is consistent with the separate and consolidated financial statements,
● The Board of Directors’ Report has been prepared in accordance with the legal requirements of
articles 150, 151, 153 and 154 of Law 4548/2018,
● The Corporate Governance Statement provides the information referred to items (c) and (d) of
paragraph 1 of article 152 of Law 4548/2018.
In addition, in light of the knowledge and understanding of the Company and Group and their
environment obtained in the course of the audit, we are required to report if we have identified material
misstatements in the Board of Directors’ Report and Other Information that we obtained prior to the
date of this auditor’s report. We have nothing to report in this respect.
Responsibilities of Board of Directors and those charged with governance for the separate
and consolidated financial statements
The Board of Directors 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 comply with the requirements of Law 4548/2018, and for such
internal control as the Board of Directors 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, the Board of Directors is responsible
for assessing the Company’s and Group’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
Board of Directors either intends to liquidate the Company and Group or to cease operations, or has
no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and 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 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, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
● Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company’s and Group’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
● Conclude on the appropriateness of Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and Group’s ability to continue as
a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company and Group to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the separate and consolidated
financial statements, including the disclosures, and whether the separate and consolidated financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the Company and Group audit. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the separate and consolidated financial statements of the
year under audit and are therefore the key audit matters. We describe these matters in our auditor’s
report.
Report on other legal and regulatory requirements
Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent with
our, as per article 11 of Regulation (EU) 537/2014 required, Additional Report to the Audit Committee
of the Company.
Appointment
We were first appointed as auditors of the Company by the decision of the annual general meeting of
shareholders on 12 May 2010. Our appointment has been renewed annually by the decision of the
annual general meeting of shareholders for a total uninterrupted period of appointment of 14 years.
Operating Regulation
"The Company has an Operating Regulation in accordance with the content provided by the provisions
of article 14 of Law 4706/2020".
Assurance Report on the European Single Electronic Format
We have examined the digital files of “Thrace Plastics Co S.A.” (hereinafter referred to as the
“Company and / or Group”), which were compiled in accordance with the European Single Electronic
Format (ESEF) defined by the Commission Delegated Regulation (EU) 2019/815, as amended by
Regulation (EU) 2020/1989 (hereinafter “ESEF Regulation”), and which include the separate and
consolidated financial statements of the Company and the Group for the year ended December 31,
2023, in XHTML format (213800J1QD8BIB2ICW19-2023-12-31-el.xhtml), as well as the provided
XBRL file (213800J1QD8BIB2ICW19-2023-12-31-el.zip) with the appropriate marking up, on the
aforementioned consolidated financial statements, including the other explanatory information (Notes
to the financial statements).
Regulatory framework
The digital files of the European Single Electronic Format are compiled in accordance with ESEF
Regulation and 2020 / C 379/01 Interpretative Communication of the European Commission of 10
November 2020, as provided by Law 3556/2007 and the relevant announcements of the Hellenic
Capital Market Commission and the Athens Stock Exchange (hereinafter “ESEF Regulatory
Framework”).
In summary, this Framework includes the following requirements:
● All annual financial reports should be prepared in XHTML format.
● For consolidated financial statements in accordance with International Financial Reporting
Standards, the financial information stated in the Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity and the Statement of Cash Flows, as well as the
financial information included in the other explanatory information, should be marked-up with XBRL 'tags'
and ‘block tag’, according to the ESEF Taxonomy, as in force. The technical specifications for ESEF,
including the relevant classification, are set out in the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework are suitable criteria for
formulating a reasonable assurance conclusion.
Responsibilities of the management and those charged with governance
The management is responsible for the preparation and submission of the separate and consolidated
financial statements of the Company and the Group, for the year ended December 31, 2023, in
accordance with the requirements set by the ESEF Regulatory Framework, as well as for those
internal controls that management determines as necessary, to enable the compilation of digital files
free of material error due to either fraud or error.
Auditor’s responsibilities
Our responsibility is to plan and carry out this assurance work, in accordance with no. 214/4 /
11.02.2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards
Oversight Board (HAASOB) and the "Guidelines in relation to the work and the assurance report of the
Certified Public Accountants on the European Single Electronic Format (ESEF) of issuers with
securities listed on a regulated market in Greece" as issued by the Board of Certified Auditors on
14/02/2022 (hereinafter "ESEF Guidelines"), providing reasonable assurance that the separate and
consolidated financial statements of the Company and the Group prepared by the management in
accordance with ESEF comply in all material respects with the current ESEF Regulatory Framework.
Our work was carried out in accordance with the Code of Ethics for Professional Accountants of the
International Ethics Standard Board for Accountants (IESBA Code), which has been transposed into
Greek Law and in addition we have fulfilled the ethical responsibilities of independence, according to
Law 4449/2017 and the Regulation (EU) 537/2014.
The assurance work we conducted is limited to the procedures provided by the ESEF Guidelines and
was carried out in accordance with 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 it is not a guarantee that this work will always
detect a material misstatement regarding non-compliance with the requirements of the ESEF
Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and
consolidated financial statements of the Company and the Group for the year ended December 31,
2023, in XHTML file format (213800J1QD8BIB2ICW19-2023-12-31-el.xhtml), as well as the provided
XBRL file (213800J1QD8BIB2ICW19-2023-12-31-el.zip) with the appropriate marking up, on the
aforementioned consolidated financial statements, including the other explanatory information, have
been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory
Framework.
23 April 2024
The Certified Auditor
PricewaterhouseCoopers SA
260 Kifissias Avenue
152 32, Halandri
Socrates Leptos - Bourgi
SOEL Reg.No 113
SOEL Reg. No. 41541
Page 190 of 292
Annual Financial Report as of 31.12.2023
Amounts in thousand Euro, unless stated otherwise
IV. ANNUAL FINANCIAL STATEMENTS FOR THE
PERIOD 01.01.2023 – 31.12.2023
Contents
1. Information about the Group 198
2. Basis for the Preparation of the Financial Statements and Main Accounting Principles 200
2.1 Basis of Preparation 200
2.2 New standards, amendments to standards and interpretations 201
2.3 Significant Accounting Estimations and Judgments of the Group’s Management 203
2.4 Basis of Consolidation 206
2.5 Tangible Assets 208
2.6 Intangible Assets 209
2.7 Non-Current Assets Held for Sale 210
2.8 Impairments of Non-Financial Assets 210
2.9 Inventories 210
2.10 Cash & cash equivalents 211
2.11 Foreign Exchange Translations 211
2.12 Acquisition of Treasury Shares 212
2.13 Dividends 212
2.14 Income 212
2.15 E xpenses 213
2.16 Leases 213
2.17 Income Tax 214
2.18 Employee Benefits 215
2.19 Provisions 216
2.20 Financial Assets 217
2. 21 Financial Liabilities 221
2.22 Suppliers and Other Creditors 219
2. 23 Equit y 219
STATEMENTS
STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME 192
STATEMENT OF FINANCIAL POSITION 194
STATEMENT OF CHANGES IN EQUITY Group 195
STATEMENT OF CHANGES IN EQUITY Company 196
STATEMENT OF CASH FLOWS 197
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Amounts in thousand Euro, unless stated otherwise
3. Notes on the Financial Statements 220
3.1 Evolution and Performance of the Group 220
3.2 Segment Reporting 222
3.3 Other Operating Income 227
3.4 Other Gains / Losses 227
3.5 Analysis of Expenses (Production-Administrative-Sales &
Distribution-Research & Development) 228
3.6 Payroll E xpenses 229
3.7 Other Operating Expenses 230
3.8 Financial income/(expenses) 231
3.9 Earnings per Share (Consolidated) 231
3.10 Income Tax 232
3.11 Property, Plant & Equipment (PP&E) 235
3.12 Lease s 239
3.13 Intangible Assets 242
3.14 Other Long-Term Receivables 246
3.15 Inventories 246
3.16 Trade and other receivables 247
3.17 Cash & cash equivalents 250
3.18 Share Capital and Share Premium Reserve 251
3.19 Reser ves 251
3.20 Bank D ebt 251
3.21 Pension Liabilities 253
3.22 Deferred Taxes 258
3.23 Suppliers and Other Short-Term Liabilities 260
3.24 Financial Derivative Products 261
3.25 Dividend 262
3.26 Transactions with Related Parties 263
3.27 Remuneration of Board of Directors 266
3.28 Investments 266
3.29 Commitments and Contingent Liabilities 269
3.30 Fees of auditing firms 269
3.31 Financial risks 270
3.32 Significant Events 277
3.33 Significant events after the Reporting Period 290
The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial
Statements
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Contents
STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
Amounts in Euro thousand, unless stated otherwise
Annual Financial Report as of 31.12.2023
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STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements
Note
1/1 - 31/12/2023 1/1 - 31/12/2022 1/1 - 31/12/2023 1/1 - 31/12/2022
Turnover
Cost of Sales
(268,304 ) (310,119 ) (5,173 ) (5,376 )
Gross profit/(loss) - continuing operations
Other Operating Income
3.3
Selling and Distribution Expenses
3.5
(38,835 ) (39,693 ) - -
Administrative Expenses
3.5
(17,263 ) (16,966 ) (1,223 ) (1,160 )
Res earch and Development Expenses
3.5
(2,506 ) (2,295 ) - -
Other Operating Expenses
3.7
(1,860 ) (1,577 ) (19 ) (6 )
Other gain / (losses)
3.4
(7 ) 909 (39 ) (2 )
Financial Income
3.8
Financial Expenses
3.8
(4,710 ) (4,417 ) (44 ) (55 )
Income from Dividends
- - 12,029 13,478
Profit / (loss) from companies consolidated with the Equity Method
3.28
Profit/(loss) before Tax - continuing operations
Income Tax
3.10
Profit/(loss) after tax (Α) - continuing operations
Profit/(loss) after tax (Α) - discontinued operations
Profit/(loss) after tax (Α)
Other Comprehensive Income (Loss)
Items that may be classified in the future in the statement of income
FX differences from SOFP balances translation
Items that will not be classified in the future in the statement of income
Actuarial profit/(loss)
Other comprehensive income after taxes (B) - continuing operations
Items that may be classified in the future in the statement of income
FX differences from SOFP balances translation
(14 ) 311 - -
Items that will not be classified in the future in the statement of income
Actuarial profit/(loss)
Other comprehensive income after taxes (B) - discontinued operations
(14 ) 311 - -
Items that may be classified in the future in the statement of income
FX differences from SOFP balances translation
Items that will not be classified in the future in the statement of income
Actuarial profit/(loss)
Other comprehensive income after taxes (B)
Total comprehensive income / (loss) after taxes (A) + (B) - continuing operations
Total comprehensive income / (loss) after taxes (A) + (B) - discontinued operations
(14 ) 276 - -
Total comprehensive income / (loss) after taxes (A) + (B)
Group
(515 )
(648 )
Operating Profit /(loss) before interest and tax - continuing operations
(1,604 )
(3,010 )
(5,798 )
(1,294 )
Company
The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial
Statements
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Contents
STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME (continues from previous page)
Amounts in Euro thousand, unless stated otherwise
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STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME (continues from previous page)
The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements
Continuing operations
1/1 - 31/12/2023 1/1 - 31/12/2022 1/1 - 31/12/2023 1/1 - 31/12/2022
Profit / (loss) after tax
Attributed to:
Equity holders of the parent
Non controlling interest
Total comprehensive income / (loss) after taxes
Attributed to:
Equity holders of the parent
Non controlling interest
Discontinued operations
Profit / (loss) after tax
Attributed to:
Equity holders of the parent
Non controlling interest
Total comprehensive income / (loss) after taxes
Attributed to:
Equity holders of the parent
(14 ) 276 - -
Non controlling interest
Total Operations
Profit / (loss) after tax
Attributed to:
Equity holders of the parent
Non controlling interest
Total comprehensive income / (loss) after taxes
Attributed to:
Equity holders of the parent
Non controlling interest
Profit/(loss) allocated to shareholders per share - continuing operations
Number of shares
Earnings/(loss) per share
3.9
Profit/(loss) allocated to shareholders per share - discontinued operations
Number of shares
Earnings/(loss) per share
3.9
Profit/(loss) allocated to shareholders per share
Number of shares
Earnings/(loss) per share
3.9
Group
Company
The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial
Statements
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Contents
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STATEMENT OF FINANCIAL POSITION
The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements
Note
31/12/2023 31/12/2022 31/12/2023 31/12/2022
ASSETS
Non-Current Assets
Property Plant and Equipment
3.11
Rights-of-use assets
3.12
Investment property
Intangible Assets
3.13
Investments in subsidiaries
3.28
Investments in joint ventures
3.28
Net benefit from funded defined benefit plans
3.21
Other long term recei va bl es
3.14
Deferred tax ass ets
3.2
Total non-Current Assets
Current Assets
Inventori es
3.2
Income tax prepaid
Tra de recei vabl es
3.2
Other debtors
3.2
Financial derivative products
3.2
Cash and Cash Equivalents
3.2
Total Current Assets
TOTAL ASSETS
EQUITY AND LIABILITIES
Equity
Share Capital
3.2
Share premi um
3.19
Other reserves
3.19
Retained earnings
Total Shareholders' equity
Non controlling interest
Total Equity
Long Term Liabilities
Long Term Debt
3.20
Liabilities from leases
3.1
Provi s i ons for Employee Benefits
3.21
Other provisions
Deferred Tax Liabilities
3.2
Other Long Term Liabilities
Total Long Term Liabilities
Short Term Liabilities
Short Term Debt
3.20
Liabilities from leases
3.1
Income Tax
Suppliers
3.23
Other short-term liabilities
3.23
Total Short Term Liabilities
TOTAL LIABILITIES
TOTAL EQUITY & LIABILITIES
Company
Group
STATEMENT OF FINANCIAL POSITION
The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial
Statements
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Contents
STATEMENT OF CHANGES IN EQUITY
Group
Amounts in Euro thousand, unless stated otherwise
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STATEMENT OF CHANGES IN EQUITY
The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements
Group
Transfers
- - - - - - - - -
Changes during the period
Formation of statutory reserve
Other comprehensive income
Balance as at 01/01/2023
Profit / (losses) for the period
Transfers
Dividends
Other changes
Share Capital
Other comprehensive income
Total
Total Equity
FX translation
reserves
Other changes
Formation of statutory reserve
Attributed to the shareholders of the Parent Company
Share Premium
Non
controlling
interest
Other Reserves
Treasury
shares
reserves
Retained
earnings
Balance as at 01/01/2022
Changes during the period
Profit / (losses) for the period
Purchase of treasury shares
Dividends
Purchase of treasury shares
Balance as at 31/12/2023
Balance as at 31/12/2022
The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial
Statements
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Company
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STATEMENT OF CHANGES IN EQUITY (continues from previous page)
The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements
Company
Balance as at 01/01/2022
Share Capital
Share Premium
Other Reserves
Changes during the period
Formation of statutory reserve
Other comprehensive income
Total Equity
Treasury shares
reserves
FX translation
reserves
Retained earnings
Balance as at 31/12/2023
Dividends
Balance as at 31/12/2022
Formation of statutory reserve
Balance as at 01/01/2023
Purchase of treasury shares
Other changes
Other changes
Other comprehensive income
Dividends
Profit / (losses) for the period
Purchase of treasury shares
Changes during the period
Profit / (losses) for the period
The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial
Statements
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STATEMENT OF CASH FLOWS
The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements
1/1 - 31/12/2023 1/1 - 31/12/2022 1/1 - 31/12/2023 1/1 - 31/12/2022
Cash flows from Operating Activities
Profit before Taxes and Non controlling interest - continuing
operations
Profit before Taxes and Non controlling interest - discontinued
operations
Plus / (minus) adjustments for:
Depreci ati on
Provisions
(686 ) (1,262 ) 48
(111 )
Grants
(182 ) (71 ) -
FX di fferences
(Gain)/loss from sale of property, plant and equipment
(67 ) (41 ) - (8 )
Income from dividends
(12,029 ) (13,478 )
Impai rment of fi xed as s ets
Interes t & s i mi l a r (i ncome) / expens es
(850 ) 55
(Profit) / loss from companies consolidated with the Equity
method
(2,331 ) (2,525 )
Operating Profit before adjustments in working capital
(448 )
(Increa se)/decrea s e in recei vabl es
(Increa se)/decrea s e i n i nventori es
Increa s e/(decreas e) in l i abi l i ti es (apart from ba nks-ta xes )
(3,534 ) (19,359 ) (180 ) (920 )
Cash generated from Operating activities
Interes t Pai d
(2,917 ) (1,790 ) (23 )
(41 )
Other financial income/(expenses)
Taxes paid
(2,931 ) (9,218 ) (496 ) (1 )
Cash flows from operating activities (a)
Investing Activities
Proceeds from sales of property, plant and equipment and
intangible assets
Interes t recei ved
Divi dends recei ved
Purchase of property, plant and equipment and intangible
assets
(30,022 ) (37,852 ) (12 ) (51 )
Investment grants
Cash flow from investing activities (b)
(26,670 ) (36,502 ) 13,046 11,100
Financing activities
Ti me deposi ts
(13,269 ) - - -
Proceeds from loans
Purchase of treasury shares
(237 ) (1,020 ) (237 ) (1,020 )
Repayment of loans
(12,275 ) (37,619 ) (1,000 ) (1,500 )
Payments for l ea s es
(1,177 ) (949 ) (153 ) (124 )
Dividends paid
(14,407 ) (7,100 ) (14,140 ) (6,986 )
Cash flow from financing activities (c)
(32,190 ) 1,003 (15,530 ) (8,630 )
Net increase /(decrease) in Cash and Cash Equivalents
(12,262 ) (22,476 ) (1,185 ) 1,290
Cash and Cash Equivalents at beginning of period
3.17
Effect from changes in foreign exchange rates on cash reserves
3.17
Group
Company
Cash and Cash Equivalents at end of period
STATEMENT OF CASH FLOWS
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V. ONLINE AVAILABILITY OF THE FINANCIAL
