Société Anonyme
under the distinctive title “M OTO DYN AM IC S S. A. ”
General Commercial Register No. 122090707000
ANNUAL FINANCIAL REPORT
OF THE COMPANY & GROUP
CONTENTS
Page
DIRECTORS’ STATEMENTS ........................................................................................................................................................ 1
ANNUAL REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND CONSOLIDATED) FOR THE FISCAL YEAR
1 JANUARY 2022 TO 31 DECEMBER 2022 .................................................................................................................................. 2
STATEMENT OF CORPORATE GOVERNANCE FOR THE YEAR 01/01/2022 - 31/12/2022 (HEREINAFTER REFERRED TO AS THE
‘STATEMENT’) ................................................................................................................................................................................. 10
INDEPENDENT CERTIFIED AUDITOR’S REPORT ......................................................................................................................................... 9
STATEMENT OF COMPREHENSIVE INCOME FOR THE FISCAL YEAR ENDED 31 DECEMBER 2022 ....................... 43
STATEMENT OF FINANCIAL POSITION ................................................................................................................................ 44
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE GROUP IN THE FISCAL YEAR ENDED 31
DECEMBER 2022 .......................................................................................................................................................................... 45
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE COMPANY IN THE FISCAL YEAR ENDED 31
DECEMBER 2022 .......................................................................................................................................................................... 46
CASH FLOW STATEMENT FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2022 ........................................... 47
NOTES ON THE ANNUAL FINANCIAL STATEMENTS .......................................................................................................... 48
1. GENERAL INFORMATION ................................................................................................................................................ 48
2. BASIS FOR PRESENTATION OF CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS ....................... 48
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS .................................................. 50
4. BASIC ACCOUNTING PRINCIPLES AND METHODS .................................................................................................... 51
5. HOLDINGS IN SUBSIDIARIES .......................................................................................................................................... 60
6. SALES .................................................................................................................................................................................... 63
7. COST OF GOODS SOLD ...................................................................................................................................................... 63
8. ADMINISTRATIVE EXPENSES ......................................................................................................................................... 64
9. SALES AND DISTRIBUTION EXPENSES......................................................................................................................... 64
10. OTHER INCOME .................................................................................................................................................................. 64
11. OTHER EXPENSES ............................................................................................................................................................. 65
12. DIVIDENDS FROM SUBSIDIARIES ................................................................................................................................. 65
13. FINANCIAL EXPENSES ..................................................................................................................................................... 65
14. INCOME TAX (CURRENT AND DEFERRED) .................................................................................................................. 66
15. PAYROLL COST ................................................................................................................................................................... 70
16. DEPRECIATION .................................................................................................................................................................. 70
17. EARNINGS PER SHARE ..................................................................................................................................................... 71
18. TANGIBLE FIXED ASSETS ................................................................................................................................................ 72
18. TANGIBLE FIXED ASSETS (CONTINUED) ........................................................................................................................... 72
19. GOODWILL ........................................................................................................................................................................... 74
20. RIGHT-TO-USE ASSETS ..................................................................................................................................................... 75
20. RIGHT-TO-USE ASSETS (CONTINUED) ............................................................................................................................... 76
21. INTANGIBLE ASSETS - RIGHTS ......................................................................................................................................... 77
22. INVENTORIES ..................................................................................................................................................................... 78
23. TRADE RECEIVABLES ....................................................................................................................................................... 78
24. OTHER RECEIVABLES ...................................................................................................................................................... 80
25. EXPENSES FOR SUBSEQUENT YEARS........................................................................................................................... 80
26. CASH AND CASH EQUIVALENTS .................................................................................................................................... 80
27. ALLOCATION OF BONUS SHARES TO DIRECTORS ..................................................................................................... 81
28. SHARE CAPITAL ................................................................................................................................................................. 81
29. RESERVES ............................................................................................................................................................................ 81
30. DIVIDENDS .......................................................................................................................................................................... 82
31. PROVISION FOR STAFF RETIREMENT INDEMNITIES .............................................................................................. 82
32. TRADE PAYABLES .............................................................................................................................................................. 84
33. LOANS ................................................................................................................................................................................... 85
34. SHORT-TERM LEASE OBLIGATIONS AND OTHER SHORT-TERM LIABILITIES ................................................... 87
35. CONTRACTUAL OBLIGATIONS ....................................................................................................................................... 87
36. FINANCIAL RISK MANAGEMENT ................................................................................................................................... 87
37. AUDITORS' FEES ................................................................................................................................................................ 90
38. COMMITMENTS AND CONTINGENCIES ....................................................................................................................... 90
39. OTHER LONG-TERM RECEIVABLES .............................................................................................................................. 90
40. TRANSACTIONS - BALANCES WITH MATERIAL SUBSIDIARIES ............................................................................. 90
41. OPERATING SEGMENT REPORTING.............................................................................................................................. 94
42. EVENTS AFTER THE DATE OF THE STATEMENT OF FINANCIAL POSITION ...................................................... 95
TABLE OF REFERENCES TO THE INFORMATION OF ARTICLE 10 OF LAW 3401/2005 ................................................ 96
AVAILABILITY OF FINANCIAL STATEMENTS ..................................................................................................................... 97
1
DIRECTORS’ STATEMENTS
(pursuant to Article 4(2)(c) of Law 3556/2007)
The undersigned below, Messrs.:
1. Paris Kyriakopoulos, Chairman of the Board of Directors, and CEO of the Company.
2. Kriton Anavlavis, Vice Chairman of the Board of Directors, and Konstantinos Mitropoulos, Member of the Board of Directors
& Chairman of the Audit Committee, specially appointed for this purpose by the Board of Directors at its meeting today (29 March
2023).
STATE THAT
To the best of our knowledge:
1. The attached Corporate and Consolidated Financial Statements of the Company and the Group MOTODYNAMIKI SA for the
period January 1
st
2022 to December 31
st
2022 have been prepared in accordance with the applicable International Financial Reporting
Standards as adopted by the European Union and accurately present the assets and liabilities, equity and comprehensive income of the
Company and its subsidiary companies, which are included in the consolidation and taken into account as a whole, in accordance with
the provisions of Article 4(2) of Law 3556/2007.
2. The annual report of the Board of Directors gives a true and fair view of the progress, performance and position of the Company
and the companies included in the consolidated financial statements, taken as a whole, including a description of the principal risks and
uncertainties that they are facing.
Paris Kyriakopoulos
Kriton Anavlavis
Konstantinos Mitropoulos
Chairman of the Board & CEO
Vice-Chairman of the Board
Member of the Board of Directors &
Chairman of the Audit Committee
2
ANNUAL REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND CONSOLIDATED) FOR THE FISCAL YEAR
1 JANUARY 2022 TO 31 DECEMBER 2022
Dear Shareholders,
The Board of Directors’ annual report pertains to the fiscal year 2022 (1 January to 31 December 2022) and has been drawn up in accordance with
the relevant provisions of Articles 150, 152 and 153 of Law 4548/2018, Law 3556/2007 (Government Gazette, Series I, No 91Α/30.4/2007), and
the implementing decisions of the Capital Market Committee, in particular Decision No 7/448/11-10-2007 taken by the Board of Directors of the
Capital Market Committee.
This report includes all significant individual thematic sections that are required, pursuant to the aforementioned legislative framework, and provides
a true picture of all information required by the law, in order to provide substantial and well-documented information about activity during the period
in question and the overall progress of “M OTOD YNAMIC S S.A.” (hereinafter referred to as the Company) and the Group, in which the following
companies are consolidated:
1. MOTODIKTYO S.A. having its registered office in G reece and a participating interest of 100%
2. MOTODYNAMICS SRL having its registered office in Romania and a participating interest of 100%
3. MOTODYNAMICS LTD having its registered office in Bulgaria and a participating interest of 100%
4. LION RENTAL S.A. having its registered office in Greece and a participating interest of 80,5%
The Report is included in its entirety, together with the Company and Group financial statements and other annual financial report data and
declarations as required by law, pertaining to the fiscal year 2022.
1) Overall progress of the Company and the Group during 2022
The following tables present the main accounting information contained in the Statement of Comprehensive Income and the Statement of
Financial Position for the fiscal years 2022 and 2021 at Group and Company level.
Statement of Comprehensive Income
Group
Company
01.01-31.12.2022
01.01-31.12.2021
01.01-31.12.2022
01.01-31.12.2021
Turnover
132.045.524
94.700.164
82.003.473
65.148.751
Earnings Before Interest, Taxes, Depreciation
and Amortization (EBITDA)
25.214.970
14.166.763
7.087.786
3.422.309
% on the sales
19,1%
15,0%
8,6%
5,3%
Operating profit / Losses
15.725.804
7.411.550
5.390.962
1.726.172
% on the sales
11,9%
7,8%
6,6%
2,6%
Results before tax
14.237.493
6.175.361
5.582.287
1.448.610
Results after tax
10.497.854
4.874.867
4.320.594
848.349
Turnover:
Group turnover amounted to €132,0 million compared to €94,7 million in 2021, marking an increase of 39.4%. Similarly, Company turnover
amounted to €82,0 million, compared to €65,1 million in 2021, an increase of 25,9%.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
The Group's earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to €25,2 million, compared to €14,2 million in
2021, showing an increase of 78%. Similarly, the parent company's earnings before interest, taxes, depreciation and amortization amounted to
€7 million, compared to €3,4 million in 2021, an increase of 107,1%.
Group
Company
01.01-31.12.2022
01.01-31.12.2021
01.01-31.12.2022
01.01-31.12.2021
Profit after tax
10.497.854
4.874.867
4.320.594
848.349
Taxes
(3.739.639)
(1.300.494)
(1.261.693)
(600.261)
Interest
(1.488.312)
(1.236.189)
191.325
(277.562)
Depreciation
(9.489.165)
(6.755.213)
(1.696.824)
(1.696.137)
Earnings Before Interest, Taxes, Depreciation
and Amortization (EBITDA)
25.214.970
14.166.763
7.087.786
3.422.309
% on sales
19,1%
15,0%
8,6%
5,3%
3
Operating results
The Group's operating profit reached €15,7 million, compared to €7,4 million in 2021, an increase of 112,2%. Similarly, the Company's operating
profit amounted to €5,4 million as against €1,7 million in 2021, showing an increase of 212,3%.
Net profit before tax and after tax:
The Group's pre-tax profits amounted to €14,2 million compared to €6,2 million in 2021, representing an increase of 130,6%, while the Group's
profit after taxes amounted to €10,5 million, compared to €4,9 million in 2021, an increase of 115,3%.
The Company's pre-tax profits amounted to € 5,6 million compared to € 1,5 million in 2021, an increase of 285,4%, while profits after tax
amounted to €4,3 million compared to € 0,9 million in 2021, representing an increase of 409,3%.
Long-term assets (excluding IFRS 16)
Group
Company
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Intangible Assets
46.759.656
31.827.484
4.468.192
4.239.817
Intangible assets
592.899
582.144
391.897
387.727
Deferred tax assets
3.655.105
5.683.566
615.140
765.884
Other long-term assets
1.172.070
1.307.054
626.002
778.767
52.179.730
39.400.249
6.101.231
6.172.195
Investments in subsidiaries
-
-
19.984.292
17.583.318
Goodwill
2.134.760
2.134.760
-
-
Total long-term assets
54.314.490
41.535.009
26.085.523
23.755.513
In 2022, excluding the impact of IFRS16, the long-term assets held by the Group increased by 30,8% over 2021. Excluding the impact of
IFRS16, the Company's long-term assets showed an increase of 9,8% compared to 2021.
Working Capital (excluding cash, short-term loans, IFRS 16)
Group
Company
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Inventories
14.429.224
7.507.558
10.223.799
5.338.184
Trade accounts receivable
8.616.295
2.513.559
1.616.848
1.545.202
Amounts due from subsidiaries
-
-
1.625.880
2.898.581
Deferred expenses
1.871.303
1.456.429
406.539
274.321
Other receivables
828.902
2.326.778
715.787
769.228
25.745.723
13.804.324
14.588.853
10.825.516
Trade payables
16.691.921
14.554.887
12.477.892
9.553.108
Contractual obligations
4.415.927
2.078.671
2.978.498
1.737.221
Other short-term payables
5.848.667
3.880.608
2.991.816
2.942.392
26.956.515
20.514.166
18.448.205
14.232.720
Working capital
(1.210.792)
(6.709.842)
(3.859.353)
(3.407.204)
In 2022, Group and Company working capital (excluding net borrowings) was negative due to supply chain issues and limited product
availability, which affected inventory levels. The Company and the Group were consistently able to meet their obligations during 2022 to
suppliers and the banks without difficulties, and there is accordingly no outstanding debt as of 31 December 2022. Both Company and Group
also have satisfactory creditworthiness, a fact that is evidenced by the overall level of the credit lines extended to them, standing as of 31
December 2022 to € 17,5 million for the Company and € 56,2 million for the Group including letters of guarantee amounting to € 1,5
million.
As of 31 June 2022, the Company has made use of these credit lines exclusively in relation to the issue of letters of guarantee amounting to €
307,5 thousand. The Group has made use of a total sum amounting to € 26,7 million for loans and letters of guarantee.
4
Net borrowing:
Group
Company
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Long-term loans
15.444.155
16.436.366
-
-
Short-term loans
10.000.000
1.000.000
-
-
Cash and cash equivalents
-6.428.036
-7.133.033
-4.068.005
-2.674.618
Net borrowing
19.016.119
10.303.333
-4.068.005
-2.674.618
For the purposes of calculating net borrowing, only bank lending without the impact of IFRS 16 has been taken into account. During 2022, the
Group's net debt reached € 19,0 million, an increase of 84,6% compared to 2021. The increase is due to the granting of loans to LION RENTAL
SA in the amount of € 8,0 million to finance an increase of its vehicle fleet. As of 31 December 2022, the Company has no long-term or short-
term borrowings.
Capital employed
Group
Company
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Net borrowing
19.016.119
10.303.333
(4.068.005)
(2.674.618)
Equity
32.870.783
23.187.708
25.756.602
22.255.151
Total capital employed
51.886.902
33.491.042
21.688.597
19.580.533
In 2022, the Group recorded a considerable increase in both inequity and in the total capital employed.
2) Report on significant events taking place during the fiscal year, as well as after its end up to the date of preparation hereof
On 16 June 2022, the Annual General Meeting of the Company's Shareholders met and approved the following:
The Annual Corporate and Consolidated Financial Statements for the fiscal year 1 January 2021 to 31 December 2021, the Board of Directors’
Management Report, the Statutory Auditor’s Report, the discharge of members of the Board of Directors and the auditors from liability, the
election of new auditors for the fiscal year 1 January 2022 - 31 December 2022, and the distribution of profits and dividends of the fiscal year
1 January 2021 - 31 December 2021. The election of a new member of the Board of Directors, submission and approval of the Audit Committee’s
annual report for 2021, approval of the Remuneration Report regarding members of the Board for the year 2021 (in accordance with Article
112 of Law 4548/2018), approval of payment of fees to members of the Board of Directors, approval for acquisition of the Company’s own
shares in accordance with Articles 49 and 50 of Law 4548/2018, submission of the report by independent non-executive members of the
Company’s Board of Directors pursuant to Article 9 (5) of Law 4706/2020, free allocation of shares of the Company to executives of the
Company and its subsidiary ‘LION RENTAL SA’ in accordance with the provisions of Article 114 of Law 4548/2018, granting of authorization
to the Board of Directors to decide on the specific terms of the allocation and the granting of authorization in accordance with Article 98 (1) of
Law 4548/2018 and approval for members of the Board and/or managers of the Company to participate in Boards of Directors and/or in the
management of other companies.
The war in Ukraine, the energy crisis, rising interest rates and inflationary pressures have had a negative impact on the Greek and global
economy. The Group is not active in Ukraine or Russia, and the turnover generated by citizens of these countries in the car rental business is
limited. The Group's commercial activities were partially affected by supply chain disruptions. Certain product categories saw delays and isolated
cases of cancellations of scheduled deliveries. In this volatile geo-economic and geopolitical environment, the Group was able to achieve record
levels of both turnover and profitability in 2022, while laying the foundations for further growth.
3) Expected course of the Group
The Group is expecting further expansion of its financial figures next year. The two-wheeler and passenger car markets are continuing to show
positive trends at the beginning of the year, are supply chain problems are easing gradually. The global economic and geopolitical environment
remains highly volatile. The Group concurs with official forecasts predicting a slight positive increase in inbound tourism. Uncertainty remains
as to the purchasing power of visitors and the expected average length of stay, both factors directly affecting the rental car market. A potential
escalation of geopolitical events in Ukraine, excessive increases in interest rates, a resurgence of the energy crisis or a financial crisis could lead
to a further deterioration of the economic environment, putting pressure on the markets in which the Group operates. Management maintains a
high level of adaptability and will continue to handle circumstances as they arise.
4) Information regarding the acquisition of own shares
In accordance with the provisions of Article 49 of Law 4548/2018, the Company may, upon decision of a General Meeting of its Shareholders,
acquire its own shares, in an amount corresponding to a maximum of 10% of its paid-up share capital. The implementation of such decisions of
the General Meeting is done by decisions of the Board of Directors or the persons to whom the Board of Directors has delegated the relevant
competence.
5
Pursuant to the above provisions, the Company’s General Meeting of Shareholders held on 16 June 2022 approved the extension of the resolution
of the General Meeting of 26 June 2020 with regard to the acquisition of its own shares, and in particular extension of the period for acquisition
of own shares (up to the maximum permitted number of 1.462.500 shares) to twenty-four (24) months, that is, from 26 June 2022 to 26 June
2024. At the same time, approval was granted to set the maximum share acquisition price at € 4,00, with the minimum acquisition price being
set at € 0,36 per share. On 6 July 2022, the Company’s Board of Directors unanimously resolved to commence implementation of the share
acquisition plan on the terms indicated above. Pursuant to the resolution of the Ordinary General Meeting of its Shareholders of 16 June 2022,
and in accordance with the terms of the resolution of its Board of Directors of 29 July 2022, a total of 39,139 own shares (common registered
shares with voting rights) having a total value of €82,191.90, calculated taking into account the previous business day closing price of €2.10,
were made available on 5 October 2022, free of charge and by means of an off-exchange transfer, to executives of the Company and its
subsidiary, ‘LION RENTAL SA’, as specifically mentioned in the aforementioned resolution of its Board of Directors. The aforementioned
own shares, made available free of charge to the above executives with a two (2) year retention obligation, were acquired under the Company's
own share acquisition program which was duly approved by resolution of the Annual General Meeting of the Company's Shareholders held on
26 June 2020 and the resolution of its Board of Directors meeting held on 3 August 2020, with an average acquisition price of €1,43. As of 31
December 2022, the Company holds 83,496 of its own shares with an average acquisition price of €1.58558 and a total cost of €132.389,81.
5) Main risks and uncertainties.
A detailed description of the business risks and uncertainties affecting the Group is given below, together with details of the respective actions
taken by the Management.
Financial Risk Management:
Interest Rate Risk:
Working capital needs are financed, among other sources, by bank debt. The Company and the Group are able to borrow at satisfactory terms
and, if deemed appropriate, to apply hedging techniques to protect against interest rate increases, through Forward Rate Agreements (FRAs).
Regarding the subsidiary LION RENTAL SA, the Board of Directors has approved the conclusion of a provision of services contract linked to
an interest rate swap changing the Company's interest rate from floating to fixed.
Foreign Exchange Risks:
The parent company and its domestic subsidiaries transact mostly in Euro and are therefore not impacted by foreign exchange rate changes.
As regards foreign subsidiaries, the Bulgarian subsidiary maintains most of its liabilities in Euro, while the local currency maintains a fixed
exchange rate vis-à-vis the Euro. For its subsidiary in Romania, the biggest part of its obligations is expressed in EUR and its obligations are
paid off monthly.
Liquidity Risk:
The parent company and the Group have always been able to meet their obligations to suppliers and banks without problems, and there is
therefore no outstanding debt. Moreover, they possess sufficient creditworthiness, as shown by the open credit lines which, as of 31 December
2022, stood at €17,5 m for the Company and €56,2 million for the Group. As of 31 December 2022, the Company has made use of these credit
lines only in relation to the issue of Letters of Guarantee in the amount of € 307,5 thousand, while the Group has made use of a total amount of
€ 26,7 million for loans and Letters of Guarantee.
Capital management:
The Group preserves an optimum capital structure to ensure its capacity to continue as a going concern, secure growth and ultimately returns
for shareholders. Capital structure management is based on Group needs and occasional economic developments. The capital adequacy of the
Group is monitored on the basis of relevant financial indexes.
Credit risk:
The Group is exposed to credit risk coming mainly from the potential failure to collect customer balances. In order to control credit risk,
Motodynamics applies consistently an explicit credit policy that is monitored and evaluated on a constant basis, so that the credits granted do
not exceed the credit limit set per customer.
Macroeconomic and business environment risk in Greece:
Macroeconomic and business environment risk is the risk arising primarily from external factors in the socio-economic environment that may
negatively affect demand for the Company's products, and consequently the Company's sales turnover. Amid a strong recovery in demand and
problems in the supply chain, inflationary pressures emerged in Greece in the summer of 2021. The war in Ukraine has led to a rising wave of
inflation, both in terms of size and duration, with serious repercussions for the financial indicators of economies worldwide. The Group has no
business activities in Ukraine or Russia. More generally, geopolitical events, including the protracted war in Ukraine, the energy crisis, rising
interest rates and inflationary pressures have had a negative impact on global economic activity, and the broader environment therefore remains
highly volatile in view of the significant uncertainties surrounding future consequences. The Management closely monitors developments in
order to adjust for any special circumstances that may arise.
6) Non-financial information
6
BRIEF DESCRIPTION OF THE GROUP
The tradition of Motodynamics begins in 1992, when the company is introduced as “YAMAHA MOTOR HELLAS S.A.” by the company
“Iliopouloi Bros S.A.”. However, its roots date back to 1969, when “Iliopouloi Bros S.A.” acquires official importer rights from Yamaha Motor
Co. for Greece.
During the 1990s, the company commenced operations, initially, in Bulgaria and subsequently in Romania, acquiring the official importer rights
by Yamaha Motor Co. for both countries.
The Group currently holds exclusive distribution rights for Yamaha Motor Co. products in Greece, Romania, Bulgaria, Albania, and Moldova.
Since 2011, the company is the exclusive distributor of the products of Porsche AG in Greece. It has also concluded from time-to-time numerous
commercial agreements through which it currently has official importer rights in respect of a series of famous brands in the sector of boats and
outboard motors (Selva), lubricants (Rock Oil), tires (Continental), and rider equipment - attire (Alpinestars, Shark, Richa).
In June 2005, the Company’s shares were listed on the Athens Stock Exchange.
Since 30 November 2018, the Company has a holding in Lion Rental S.A., a car rental company that represents the German brand Sixt GmbH
in Greece.
The Motodynamics Group includes the following subsidiaries:
• MOTODIKTYO S.A. (100%) - Retail sale of two-wheelers and related products in Attica
• MOTODYNAMICS SRL (100%) (exclusive distributor of YAMAHA products in Romania)
• MOTODYNAMICS LTD (100%) (exclusive distributor of YAMAHA products in Bulgaria)
• LION RENTAL SA (80,5%) – Car rental, exclusive franchisee of Sixt GmbH in Greece
The Group, in all the countries it is active and for all the products and services it provides, and operates through extensive networks of partners,
privately-owned retail stores, and privately-owned car rental stations.
The Group maintains a total of 18 branches in Greece, which are responsible for the handling of leasing activity - as at the date of publication
of the Financial Statements. In addition, the Group has 6 branches which cover the commercial trade activities in cars and spare parts.
The Group has relied, over time, on specific values and capacities:
• Strong ties to the represented Firms
Appreciation, recognition, respect
• Growth and maintenance of clientele with a focus on long-term strategy
Consolidated networks, honest relations with customers, focus on after-sales
• Innovative promotional activities
Creativity, effective implementation
• Strong and effective infrastructure
Optical IT systems, effective logistics
• Working environment with high professionalism
Morals, integrity, transparency, transparency, respect, self-commitment, consistency
• High adaptability
Decisive adaptation, effective integration, flexible communication
• Value creation through the combination of knowledge and analysis
Knowledge, analysis, negotiation, persuasion
Environmental issues
Group policy includes full compliance with all legislative requirements related to environmental protection. The Group’s operation does not
place a burden on the environment, given that the Company places particular emphasis on the proper maintenance of the vehicles in its fleet in
order to ensure that they are kept in perfect working condition. Special attention is also placed on limiting and recycling waste (lubricants, tires,
batteries, etc.). The Group favors the promotion of hybrid vehicles in an effort to make an active contribution towards addressing environmental
issues.
Labor issues
The long business presence of the Motodynamics Group both in Greece and abroad relies indispensably on the high quality of its human
resources.
That quality is the product of targeted actions to attract staff by use of modern digital means and methods for attracting prospective employees.
The company systematically invests in the development of its staff throughout their working lives, offering training programs that have been
planned according to the values of the organization and the development of the necessary skills of the staff, as they arise from continuous
evaluation. A customer-centric approach, business excellence, thoughtful leadership, teamwork and accountability are the company values on
which our staff training strategy is based.
7
Motodynamics benefits from the services of its well-qualified staff and the company staff enjoys a work environment that promotes meritocracy,
respect for diversity, and professional progress. Within that context and wishing to further invest in its staff, the company has developed a
considerable framework of work benefits that covers modern and demanding needs. An indicative reference is made to the company’s healthcare
and pension plans, which provide an employment framework of security and welfare both for the employees and their family members.
In 2022, the Company and the Group paid salaries, wages, employer’s contributions, and other staff-related charges totaling € 5,9 million and
€ 12 million, respectively. The Company and the Group respectively employed an average of 96 and 292 persons during the current financial
year. The personnel of the Company and the Group as a whole offer a solid foundation from which to face future challenges and succeed at the
next level.
7) Significant transactions between the issuer and its associates.
Transactions with subsidiaries (sales of merchandise and provision of services) are carried out within the Company's normal business operations.
Outstanding balances at the end of the year are unsecured, interest free and settlement occurs in cash, within the time limits agreed between the said
companies. As of 31 December 2022, there were no outstanding guarantees or other commitments entered into by the Company or its subsidiaries.
The Company’s Management does not deem that a provision is required for potential failure to collect its receivables from its subsidiaries and,
therefore, no provision has been formed.
The breakdown of transactions (sales of merchandise and provision of services) between the Company and the subsidiary companies in which it
holds participating interests and their outstanding balances, as well as the breakdown of transactions among subsidiaries, are presented below.
Transactions with subsidiaries
COMPANY
31 December 2022
31 December 2021
Sale of goods and services
Motodiktyo S.A.
7.689.492,39
6.244.221,18
Lion Rental SA
1.439.367,68
601.628,71
Μotodynamics Ltd.
1.420.525,59
1.062.941,36
Motodynamics Srl.
4.846.805,97
3.737.774,11
15.396.191,63
11.646.565,36
Purchases of goods and services
Motodiktyo S.A.
2.011.659,64
328.012,96
Lion Rental SA
127.032,16
100.649,82
Μotodynamics Ltd.
14.794,66
791,89
Motodynamics Srl.
18.063,61
34.958,89
2.171.550,07
464.413,56
31 December 2022
31 December 2021
Receivables
Motodiktyo S.A.
1.623.574,23
2.231.666,34
Lion Rental SA
-
648.962,13
Μotodynamics Ltd.
159,27
1.042,00
Motodynamics Srl.
2.146,31
16.910,04
1.625.879,81
2.898.580,51
Liabilities
Motodiktyo S.A.
-
-
Lion Rental SA
1.692,78
42,00
Μotodynamics Ltd.
-
-
Motodynamics Srl.
720,48
30.794,00
2.413,26
30.836,00
8
Transactions with subsidiaries
Motodynamics Ltd.
Motodynamics Srl.
Motodiktyo S.A.
Lion Rental SA
31 December
2022
31 December
2021
31 December
2022
31 December
2021
31 December
2022
31 December
2021
31 December
2022
31 December
2021
Sale of goods and services
Μotodynamics Srl
69.063,00
80.476,00
-
-
618,48
7.863,48
-
-
Motodynamics Ltd.
-
-
69.731,00
96.244,00
-
1.550,81
-
-
Motodiktyo S.A.
-
729,26
-
-
-
-
10.756,27
3.747,63
Lion Rental SA
-
-
-
-
15.492,38
149,82
-
-
69.063,00
81.205,26
69.731,00
96.244,00
16.110,86
9.564,11
10.756,27
3.747,63
Purchases of goods and services
Μotodynamics Srl
69.731,00
96.244,00
-
-
-
-
-
-
Motodynamics Ltd.
-
-
69.063,00
80.476,00
-
729,26
-
-
Motodiktyo S.A.
-
1.550,81
618,48
7.863,48
-
-
15.492,38
149,82
Lion Rental SA
-
-
-
-
10.756,27
3.747,63
-
-
69.731,00
97.794,81
69.681,48
88.339,48
10.756,27
4.476,89
15.492,38
149,82
Motodynamics Ltd.
Motodynamics Srl.
Motodiktyo S.A.
Lion Rental SA
31 December
2022
31 December
2021
31 December
2022
31 December
2021
31 December
2022
31 December
2021
31 December
2022
31 December
2021
Receivables
Μotodynamics Srl
-
-
-
-
-
6.575,81
-
-
Motodynamics Ltd.
-
-
-
-
-
-
-
-
Motodiktyo S.A.
-
-
-
-
-
-
-
-
Lion Rental SA
-
-
-
-
-
185,76
-
-
-
-
-
-
-
6.761,57
-
-
Liabilities
Μotodynamics Srl
-
-
-
-
-
-
-
-
Motodynamics Ltd.
-
-
-
-
-
-
-
-
Motodiktyo S.A.
-
-
6.575,81
-
-
-
185,76
Lion Rental SA
-
-
-
-
-
-
-
-
-
-
-
6.575,81
-
-
-
185,76
9
Compensation of key management personnel of the Company and the Group:
The managerial and executive staff of the Company and the Group received the remuneration for fiscal years ending 31 December 2022 and 2021 as follows:
Compensation of key management personnel of the Company and the Group:
GROUP
COMPANY
31 December
2022
31 December
2021
31 December
2022
31 December
2021
Benefits to key management personnel of the Company and
the Group
Compensation of key management personnel
2.768.863,24
2.779.723,35
2.509.009,52
2.536.240,66
Key management personnel receivables
-
-
-
-
Liabilities to key management personnel
241.888,00
726.299,82
237.123,00
723.130,75
8) Subsequent events
Apart from the points mentioned in the anticipated course of the Group, there is no significant event after the Balance Sheet Date.
Maroussi, 29 March 2023
On behalf of the Board of Directors
Chairman of the Board & CEO
Paris Kyriakopoulos
10
EXPLANATORY REPORT OF THE BOARD OF DIRECTORS
(in accordance with art. 4, par. 7 and 8 of Law no. 3556/2007)
Structure of the company’s share capital
Company’s share capital structure: The company’s share capital amounts to 10.530.000 Euro, divided into 29.250.000 shares of a nominal value of
0,36 Euro each. All Company shares are ordinary shares with voting rights and are traded in Main Market of the Athens Stock Exchange.
Rights and obligations: Each shareholder has rights and obligations that are proportional to the value of the Company shares that the shareholder owns.
More specifically:
Each share provides to the owner the right of participation in the Company’s annual distributed (or upon liquidation) profits, in accordance with the law,
the Articles of Association and the General Meeting of Shareholders decisions.
Each ordinary share entitles the owner to participate and to vote in the General Meeting of Shareholders of the company.
Each Shareholder has preemption rights in every Company share capital increase.
Each shareholder has the right to receive copies of the Company’s financial statements, as well as the reports of the Audit Committee and the Board of
Directors.
The General Meeting of shareholders reserves all its rights during liquidation (Article 35, paragraph 5 of the Articles of Association).
The liability of the shareholders is limited to the nominal value of the shares they hold.
Limits on transfer of Company shares
The Company shares are transferred as provided for by law. No limits to the transfer of Company shares are provided for by its Articles of Association.
Significant direct or indirect holdings in the sense of articles 9 to 11, Greek Law 3556/2007
On 31 December 2022 the following shareholders held more than 5% of the total voting rights of the Company:
Ms. Flora-Maria Kyriakopoulou held 16,91%.
Odysseus Kyriakopoulos held 14,85%.
The company Avgi with a percentage of 13,76%
Mr. Paris Kyriakopoulos held 7,09%.
Shares conferring special control rights.
None of the Company shares carry any special rights of control.
Limitations on voting rights
The Articles of Association make no provision for any limitations on voting rights.
Agreements among Company shareholders
The Company is not aware of any agreements among shareholders entailing limitations on the transfer of shares or limitations on voting rights.
Rules governing the appointment and replacement of Directors and the amendment of the Articles of Association deviating from those provided
for in Law 4548/2018.
The rules set out in the Articles of Association of the Company on the appointment and replacement of Directors and the amendment of the provisions of
the Articles of Association do not differ from those envisaged in Law 4548/2018.
Authority of the Board of Directors or certain Directors to issue new shares or to purchase the own shares of the Company, pursuant to Article
49 of Law 4548/2018.
By virtue of the decision adopted by the Ordinary General Meeting of Shareholders on 26 June 2020, all previous decisions on the same issue were
revoked and the Company was permitted to acquire its own shares under the following conditions: Pursuant to the above provisions, the Company’s
General Meeting of Shareholders held on 16 June 2022 approved the extension of the resolution of the General Meeting of 26 June 2020 with regard to
the acquisition of its own shares, and in particular extension of the period for acquisition of own shares (up to the maximum permitted number of 1.462,500
shares) to twenty-four (24) months, that is, from 26 June 2022 to 26 June 2024. At the same time, approval was granted to set the maximum share
acquisition price at € 4.00, with the minimum acquisition price being set at € 0,36. On 6 July 2022, the Company’s Board of Directors unanimously
resolved to commence implementation of the share acquisition plan on the terms indicated above.
Significant agreements put in force, amended or terminated in the event of a change in the control of the Company, following a public offer.
The Company has concluded no such agreements.
Significant agreements with members of the Board of Directors or employees of the Company
The Company has renewed the employment contract of its Chairman and CEO, Mr. P. Kyriakopoulos.
Statement of Corporate Governance for the year 01/01/2022 - 31/12/2022 (hereinafter referred to as the ‘Statement’)
This Statement is prepared in accordance with the provisions of Articles 152 and 153 of Law 4548/2018, as well as Article 18 of Law 4706/2020 and
contains the information specified in the above provisions as of 31 December 2022.
In accordance with the above, the Board of Directors of the Company (hereinafter also referred to as ‘the Board’) declares that:
11
1. Regarding the corporate governance code, which is applied by the Company, as well as the place where it is available to the public
(Article 152 (1)(a) of Law 4548/2018).
Pursuant to the decision of the Board of Directors dated 16 July 2021, the Company implements the Hellenic Corporate Governance Code (hereinafter
the “EKED” and/or the “Code”) of the Hellenic Corporate Governance Council (hereinafter “ESED”). The EKED has been drafted on the basis of the
“Comply or Explain” principle, requiring listed companies that choose to apply it to disclose this intention or to comply with all the specific practices of
the Code, or explain the reasons for their non-compliance with specific practices. The EKED is posted and available to the public on the website of ESED,
at: https://www.esed.org.gr/home.
2. Regarding the corporate governance practices implemented by the company in addition to the provisions of Law 152 (1)(a)(f)(cc) of
Law 4548/2018).
The Company does not apply practices in addition to and beyond the provisions of current legislation.
3. Pursuant to Article 152(1)(b) of Law 4548/2018: If the Company deviates from the corporate governance code which it is bound to or
applies, the corporate governance statement includes a description of the deviation with reference to the relevant parts of the corporate
governance code and a justification for this deviation. If the Company does not apply certain provisions of the corporate governance
code which it is bound to or applies, the corporate governance statement includes a reference to the provision that it does not apply and
an explanation of the reasons for its non-implementation.
The Company applies the Hellenic Corporate Governance Code with minimal deviations, which are presented and justified in the following Table:
HELLENIC CORPORATE GOVERNANCE CODE
(JUNE 2021)
Explanation/Justification of deviation from the specific
practices of the Hellenic Corporate Governance Code
1.13 The non-executive members of the Board of Directors
meet at least annually, or even on an extraordinary basis,
when appropriate, without the presence of executive
members in order to discuss the performance of the latter.
In these meetings, the non-executive members do not act as
a de facto body or committee of the Board of Directors.
The evaluation of the members of the BoD is carried out annually
at which time the fulfillment or not of the eligibility criteria is
certified based on the relevant policies and procedures followed
by the Company. The non-executive members of the Board of
Directors do not meet in a special meeting to discuss the
performance of the executive, because most members,
specifically nine (9) out of eleven (11) members of the Board of
Directors are non-executive. In addition, the Vice-Chairman is
an independent non-executive member who evaluates the
Chairman (executive member) with the input of the Nominations
and Corporate Governance Committee.
2.3.3. The succession framework shall take into account in
particular the findings of the evaluation of the BoD in order
to achieve the required changes in the composition or skills
and to maximize the efficiency and the collective eligibility
of the BoD.
3.2.1. The Board of Directors is supported by a competent,
qualified and experienced corporate secretary to ensure
compliance with internal procedures and policies, relevant
laws and regulations and to ensure its effective and efficient
operation.
3.2.2. The corporate secretary is responsible, in
consultation with the President, for ensuring prompt
provision of timely, clear and complete information to the
Board of Directors, integration of new members,
organization of General Meetings, as well as facilitation of
communications between shareholders and the Board of
Directors and between the Board of Directors and senior
management.
The Company has not appointed a corporate secretary, however
it follows an alternative practice in which either the legal service
or senior management assists in coordinating meetings and
keeping the minutes of the Board of Directors and its Committees
in collaboration with the Chairman of the Board of Directors
and the Committees, respectively.
12
5.3. Sustainability is determined by the impact of the
Company's activities on the environment and the wider
community and is measured based on the non-financial
factors related to the environment, social responsibility and
governance (Environmental, Social, Governance “ESG”)
that are economically significant (essential) for the
Company and the collective interests of key stakeholders,
such as employees, customers, suppliers, local communities
and other key actors. No reference is made to governance
(Environmental, Social, Governance "ESG").
5.7 In the context of its sustainability policy and, if no such
policy has been adopted, in the context of its strategy, the
Board or Directors identifies in the annual report the non-
financial issues concerning the long-term viability of the
Company, which are essential for the business, shareholders
and stakeholders, as well as how the Company deals with
them.
5.8 The Board of Directors describes in its annual report
how the interests of key stakeholders have been addressed
in the discussions and decision made by the Board of
Directors.
5.9 The Board of Directors commits and monitors the
executive management concerning issues related to new
technologies and the environment.
5.10 Publications on the management and performance of
companies in sustainable development (ESG) issues are
made available to shareholders and stakeholders. The
Company may choose to perform these publications by
means of:
(a) autonomous sustainable development reports;
(b) its financial statements, by incorporating references to
essential ESG matters; or
(c) an integrated report, which identifies how a Company
creates value through its strategy, corporate governance
and performance.
The Company, although not required by the relevant legal
provisions, has voluntarily adopted a sustainable development
policy. In this light, but also due to its size, activity and structure,
the Company is not obliged to measure non-financial factors
related to the environment, social responsibility and governance
and to make relevant publications.
4. Description of the main features of the Company's Internal Audit and Risk Management Systems in relation to the financial statement
preparation process (Article 152(1)(c) of Law 4548/2018)
The Internal Control System is defined as the set of internal control mechanisms and procedures, including risk management, internal control and
regulatory compliance, which monitors every activity of the Company on a continuous basis, contributing to its safe and effective operation. In this
context, the Company has established and implements a series of policies, procedures and mechanisms in order to ensure the efficiency and effectiveness
of corporate operations, the reliability of financial information and compliance with applicable laws and regulations and has also adopted a Risk
Management and Regulatory Compliance System that covers all the activities of the Company and its key subsidiaries. The Company also employs
executives with the requisite knowledge, skills and allotted time in the respective areas, and maintains well-documented and frequently updated procedures
in relation to the issuance of financial statements. It is noted that an audit of compliance with accounting principles and policies is conducted, and the
parties involved are in regular communication (the independent auditors with management and the Audit Committee, and the Audit Committee with the
Chief Financial Officer and the Head of the Internal Audit Unit).
Internal control
The Company has established an independent organizational unit within the Company, which operates in accordance with the provisions of the
Company’s Internal Operating Regulation, with the object of providing advisory and assurance services using objective and independent judgment. The
Internal Audit Unit, among other things, monitors, controls and evaluates the implementation of the Company's Internal Operating Regulations and the
Internal Audit System, in particular regarding the sufficiency and accuracy of the financial and non-financial information available, risk management,
regulatory compliance and the corporate governance code adopted by the Company. It monitors, controls and evaluates safeguards, mechanisms of
corporate governance and the Company's compliance with its commitments as appropriate, preparing reports of its findings to the units that are being
monitored, the risks arising therein and proposals for improvement, if any, and it also submits regular reports to the Audit Committee.
13
The Company has adopted the Internal Audit Unit's Operating Regulations, a summary of which is included in the Company's published Operating
Regulations (https://motodynamics.gr/etairikh-diakyvernhsh/).
Risk Management System
Through the Risk Management System, the Company’s management collects the information related to risk monitoring and feeds this information to the
decision-making processes and actions for the optimal response to them. The Company applies a risk management system based on four pillars: a) risk
identification, b) risk assessment, c) risk management and d) risk monitoring and reporting. Risk management is a systematic process that aims to ensure
the timely and effective identification, analysis, control, management and monitoring of any form of risk inherent in the Company's operations. The steps
followed in the annual risk management process are as follows: 1) Preparation of Risk Profile Revision Proposals, 2) Submission of Risk Profile Revision
Proposals, 3) Conduct of Risk Management Team Meetings, 4) Approval of Risk Profiles and Action Plan, and 5) Monitoring of Action Plan - Reports.
The Board of Directors of the Company determines the risk management strategy, ensuring that it aligns with the Company's business objectives.
Determines and oversees the implementation of the risk management system and ensures its adequate and effective operation. The Risk Manager is
responsible for coordination of the risk management procedure, supporting the CEO and the Company's Senior Executives in its implementation and,
among other things, submitting periodic reports to the CEO and, via the latter, to the Audit Committee and the Board of Directors. By decision of the
Board of Directors and on the recommendation of the Audit Committee, the Company has appointed an external consultant as Risk Manager.
The Company has adopted a Risk Management Policy and Procedure, a summary of which is contained in the Company's published Operating Regulations
(https://motodynamics.gr/etairikh-diakyvernhsh/).
Regulatory Compliance System
In order to ensure timely, full and continuous compliance with the applicable regulatory framework governing its operations, the Company has adopted a
Regulatory Compliance System with the objective of determining the framework for identification, response, prevention and monitoring of regulatory
compliance issues and the implementation of appropriate policies and procedures, including the determination of the activities and duties of the respective
competent executive personnel.
The Company has introduced a compliance system based on four main pillars: 1) Compliance Strategy, 2) Compliance Risk Management, 3) Policies and
Procedures and 4) Shaping a Compliance Culture.
The Compliance Officer is responsible for overseeing and managing regulatory compliance issues and is responsible for, among other things, monitoring
regulatory issues and changes in the legal and regulatory framework, supporting the management in the handling of compliance risk, providing support
for management in the handling of reports/complaints, conducting compliance audits (monitoring), ensuring staff training as appropriate and preparing
the annual compliance action plan. By decision of the Board of Directors and on the recommendation of the Audit Committee, the Company has appointed
an external consultant as Compliance Officer.
The Company has adopted a Compliance Operating Regulation, a summary of which is contained in the Company's published Operating Regulation
(https://motodynamics.gr/etairikh-diakyvernhsh/).
Audit Committee
The purpose of the Audit Committee is, inter alia, to monitor the financial reporting process on an individual and consolidated basis, in addition to
monitoring the statutory audit process undertaken by the auditors to ensure its integrity.
Specifically, the Committee monitors the progress and conduct of the statutory audit of the Company's financial statements and in particular the manner
in which it is performed. It receives information from the statutory auditor regarding the annual statutory audit schedule prior to its implementation, makes
an assessment of it, and ensures that the annual statutory audit schedule is able to cover the most important audit fields, taking into account the main
business sectors and the financial risk facing the Company. The Committee is moreover required to communicate with the statutory auditor in a timely
manner prior to the preparation of the audit report and the latter's supplementary report to the Committee, and to notify the Board of Directors by submitting
a report on the issues arising from the statutory audit, explaining in detail: a) the contribution of the statutory audit to the quality and integrity of financial
reporting and b) the role of the Committee throughout the conduct of the statutory audit process.
The Committee monitors the financial reporting process, making recommendations or suggestions to the Board to ensure its integrity. Within this
framework, the Committee:
• Receives information regarding the procedure and timing of financial report preparation by management.
• Reviews the financial reports prior to their approval by the Board of Directors, in order to evaluate their completeness and consistency with
other information brought to its attention and with the accounting principles adopted by the Company, and forwards information to the Board
of Directors accordingly.
• Monitors, reviews and evaluates the financial reporting process, that is, the mechanisms and systems for the production, flow and
dissemination of financial information produced by the Company's participating organizational units. The above actions of the Committee
involve the incorporation of other publicly available information disclosed in any way (including stock exchange announcements, press releases)
that may relate to the financial information. Within this framework, the Committee then reports its findings to the Board of Directors and makes
recommendations for improvements to the procedure, if it deems this to be appropriate.
14
• It reviews published information disclosed with regard to the internal audit and the principal risks and uncertainties facing the Company, in
relation to financial reporting. Within this framework, the Committee then reports its findings to the Board of Directors and makes
recommendations for improvements to the procedure, if it deems this to be appropriate.
• In undertaking this review, it is required to consider and address the most significant issues and risks that might affect the Company's financial
statements, as well as the important judgments and estimates made by management in preparing them. The Committee's operating regulations
indicatively describe the issues that need to be examined and evaluated in detail, as well as the extent that they are important to the Company,
and its report to the Board of Directors will also indicate specific actions to be taken as appropriate.
The Committee oversees the operations of the internal audit system in its entirety, with respect to its set of control mechanisms and procedures, including
risk management, the internal audit and regulatory compliance, with regard to every activity of the Company on an ongoing basis, contributing to the safe
and efficient operation of the Company, including the following:
• It monitors, reviews and evaluates the adequacy and effectiveness of the Company's policies, procedures and safeguards in relation to financial
reporting (based on Article 44(3)(c) of Law 4449/2017 and Capital Market Commission Decision No 1302/2017).
• It reviews the annual audit program of the Internal Audit Unit (together with the other assurance mechanisms of any similar medium-term
programs), covering the most important audit fields and systems related to financial reporting, based on the Company's risk assessments.
• It monitors the effectiveness of internal audit systems, particularly with regard to the adequacy and accuracy of available financial and non-
financial information, risk management, regulatory compliance and the corporate governance code adopted by the Company, primarily through
the work of the Internal Audit Unit and the work of the statutory auditor.
• It reviews the Company's risk management system with regard to the primary risks facing it and conducts periodic reviews. In this context, it
evaluates the methods used by the Company to identify, monitor and address the main risks facing it under its risk management system, as well
as the disclosure thereof in the published financial information in the proper manner.
• The Committee submits other reports to the Board of Directors regarding other issues falling under its purview, in areas where, having completed
its work, it considers that there are material issues arising in relation to the financial information made available, and it will then report on the
management's response thereto.
Regarding the Audit Committee see also section 7.5.1 of this Statement.
4a. Evaluation of the Company's Internal Audit System: Result of the Internal Audit System (IAS) evaluation process for the period from 17
July 2021 to 31 December 2022, in accordance Article 14 (3)(j) and (4) of Law 4706/2020 and the respective Decisions of the Board of Directors
of the Hellenic Capital Market Commission.
By decision of its Board of Directors, the Company entrusted ‘Deloitte Chartered Accountants & Auditors Societe Anonyme’ with distinctive title (dba)
‘Deloitte’ (SOEL Reg. No 120), and registered offices in Maroussi, Attica at 3A, Frangokklisias & Granikou Street, Postcode 151 25, holder of General
Electronic Commercial Register (G.E.MI) No 001223601000 (hereinafter the ‘Assessor’), to undertake the project ‘Provision of Internal Audit System
Evaluation Services’, in order to evaluate the adequacy and effectiveness of the Company’s Internal Audit System (‘IAS’) of the Company and its material
subsidiary, LION RENTAL SA (‘Material Subsidiary’) with a reference date of 31 December 2022, in accordance with the provisions of Article 14(3) (j)
and (4) of Law 4706/2020 and Decision 1/891/30.09.2020 by the Board of Directors of the Hellenic Capital Market Commission, as applicable (the
‘Regulatory Framework’).
The evaluation of the Internal Audit System took place between 13 September 2022 and 28 March 2023, when it was completed, covering the period from
17 July 2021 to 31 December 2022 and was carried out by persons who do not have a dependent relationship with the Company. More specifically, in
accordance with the declaration of the Assessor, throughout his appointment he has remained independent of the Company and its material subsidiary, in
accordance with the Code of Ethics for Professional Accountants drafted by International Ethics Standards Board for Accountants (IESBA), which has
been incorporated into Greek law, the ethical requirements of Regulation (EU) No 537/2014, and the provisions of Law 4449/2017.
The assurance work was carried out in accordance with the audit schedule included in the Hellenic Accounting and Auditing Standards Oversight Board
Decision 040/2022 and the International Standard on Assurance Engagements 3000 ‘Assurance Engagements Other than Audits or Reviews of Historical
Financial Information’.
The Independent Assessor's conclusions, included in the final assessment report on the adequacy and effectiveness of the AIS dated 28 March 2023, states
that, based on the work carried out to assess the adequacy and effectiveness of IAS of the Company and its material subsidiary as at 31 December 2022,
nothing has come to its attention that could be considered to be a material weakness of the IAS in accordance with the Regulatory Framework.
5. Information on the operation of the General Meeting of Shareholders and its key powers, as well as description of the rights of
shareholders and how they may be exercised.
5.1. Powers of the General Meeting
15
The General Meeting is the supreme body of the Company and is entitled to decide on every corporate issue pursuant to Law 4548/2018. Its decisions
also bind absent or dissenting shareholders. The General Meeting has the power to decide on the matters set out in the relevant legislation and the Articles
of Association of the Company, and it has the exclusive power to decide on a number of them.
5.2. Convening of the General Meeting
The General Meeting of Shareholders is convoked by the Board of Directors calling for their attendance at an ordinary meeting at the registered offices
of the Company or in the municipal region where the registered offices are located at least once every corporate year, no later than the tenth (10th) calendar
day of the ninth month after the end of the corporate year in order to decide on the approval of the annual financial statements and the election of auditors
(Ordinary General Meeting). The BoD may convene an extraordinary General Meeting of the shareholders whenever it deems it expedient or necessary.
The General Meeting of the shareholders, with the exception of the recurring ones, must be convened by publishing a relevant invitation at least twenty
(20) full days before the date of the meeting. This invitation is published at least twenty (20) days before its registration in the Company’s account in the
General Commercial Registry (GEMI) and posting on the Company’s website, as well as in print and electronic media, with a view to ensuring the
effective dissemination of information to investors.
5.3. Required quorum and majority at the General Meeting
A quorum shall be deemed to be present and the General Meeting may validly deliberate on the items on the agenda when shareholders representing at
least one fifth (1/5) of the paid up share capital are present or represented thereat. The decisions of the General Meeting shall be adopted by an absolute
majority of the voting rights represented thereat. Exceptionally, the General Meeting shall be in quorum and meet validly if half (1/2) of the paid-up
share capital is represented thereat, on specific issues of the agenda, as set out in the law and the Articles of Association of the Company, the relevant
decisions on which shall be made by a majority of two third (2/3) of the votes represented at the meeting.
5.4. Agenda Items - Minutes of the General Meeting
General Meetings may only deliberate and pass resolutions on the items on the agenda. Discussions that do not concern the above issues are allowed, as
long as all the shareholders are present or represented and no one objects, or, if these are amendments to the proposals of the Board of Directors to the
General Meeting, or, to a proposal of the Board of Directors for the convening of an Extraordinary General Meeting, in which case, if accepted, the items
of this agenda shall also be set.
The Chairman of the General Meeting is obliged, at the request of any shareholder, to record in the minutes an accurate summary of his opinion. The
Chairman of the General Meeting has the right to refuse the registration of an opinion, if it refers to issues that are obviously out of the agenda or his
content is clearly contrary to good morals or the law.
The voting in the General Meeting shall be public, without prejudice to Article 141(9) of Law 4548/2018 and the provisions of Article 131 of Law
4548/2018. Secret voting is not allowed in cases of remuneration of the members of the BoD, as well as where the law requires open voting or in case of
distance voting.
The Company shall publish on its website, under the responsibility of the Board of Directors, the results of the voting, no later than five (5) days from the
date of the General Meeting, specifying for each decision at least the number of shares for which valid votes were cast, the proportion of the capital
represented by those votes, the total number of valid votes, as well as the number of votes in favor and against each decision and the number of abstentions.
5.5. Shareholder rights
5.5.1. Right to participate in and vote at the General Meeting
Each share grants the right of one vote.
Only shareholders who have and prove to have this shareholder status at the beginning of the fifth day before the day of the initial meeting of the General
Meeting (“Record Date”) are entitled to participate and vote in the General Meeting of the Company. The Record Date is valid in case of postponed or
repeat meeting, provided that postponed or repeat meeting shall not take place more than thirty (30) days from the Record Date. If this is not the case or
if a new notice is published for the repeat General Meeting, in accordance with the provisions of Article 130 of Law 4548/2018, the person who has the
capacity of shareholder at the beginning of the third day before the day of postponement or the repeat General Meeting shall participate in the General
Meeting.
The Company shall consider a shareholder who is entitled to participate in the General Meeting and to exercise the right to vote anyone who, on the
Record Date, is listed in the records of the Dematerialized Securities System (DSS) which is managed by the "HELLENIC CENTRAL SECURITIES
DEPOSITORY SA." (“HCSD”) and the same applies to the person identified as such on the relevant date through registered intermediaries or other
intermediaries without prejudice to the provisions of legislation (Law 4548/2018, 4569/2018 and 4706/2020, and Regulation (EU) 2018/1212) as well as
the rules of Operation of the Hellenic Central Securities Depository (Government Gazette, Series II, No 1007/16.03.2021).
Proof of shareholder status may be given by any lawful means and in any case based on the information received by the Company until and prior to the
start date of the General Meeting by the HCSD or through the above intermediaries, in accordance with the above provisions. A shareholder may participate
in the General Meeting based on the confirmations or notices provided for in Articles 5 and 6 of Regulation (EU) 2018/1212 granted by the intermediary,
16
unless the Meeting refuses such participation for a significant reason justifying its refusal in compliance with the provisions in force (Article 19 (1) of
Law 4569/2018 and Article 124 (5) of Law 4548/2018).
The exercise of such rights does not require blocking of the beneficiary’s shares or compliance with any other similar procedure restricting the ability to
sell and transfer such shares during the period from the Record Date to the date of the General Meeting session.
The shareholders may also participate in the voting at a distance during the General Meeting, provided that the items on the agenda and relevant ballot
papers on these items have been sent to them in advance. The topics and the ballots may be made available and their filling in may be done online.
Shareholders who vote in this way shall be counted to the formation of the quorum and the majority, provided that the relevant ballots have been received
by the Company at least two (2) full days before the day of the General Meeting. It is also possible to hold a General Meeting via video conference and
electronic means, without the physical presence of the shareholders at the venue. They may participate either by broadcasting the meeting in real time or
by two-way communication in real time, so that the shareholders may address the meeting remotely.
Shareholders who are legal entities shall participate in the General Meeting through their representatives.
Shareholders shall participate in the General Meeting and vote either in person or by proxy. A proxy acting on behalf of more than one shareholder may
cast a different vote for each shareholder. Each shareholder may appoint up to three (3) proxies. However, if the shareholder owns Company shares held
in more than one securities accounts, this limitation shall not prevent such shareholder from appointing to a specific General Meeting different proxies for
the shares held in each securities account. Shareholders may appoint a proxy to attend a single General Meeting or as many meetings as are likely to take
place within a specified period of time. The power of attorney shall be freely revocable.
Proxies shall vote according to the shareholders’ instructions, if any, and shall be obliged to file the voting instructions for at least one (1) year from the
date of the General Meeting, or in case of its postponement, of the last repeat meeting, at which they made use of the power of attorney. Non-compliance
of proxies with the instructions they received shall not affect the validity of the decisions of the General Meeting, even if the vote of the representative
was decisive for achieving the required majority.
Prior to the commencement of the General Meeting session, the shareholder’s proxy is required to disclose to the Company any specific event that may
be useful for the shareholders to assess the risk of the proxy serving interests other than the interests of the shareholder, as laid down in the law and the
Articles of Association of the Company.
The appointment and revocation or replacement of a shareholder’s proxy or representative shall in any case be made in writing or electronically and
submitted to the Company at least forty-eight (48) hours before the scheduled session date of the meeting or, in the case of shareholders identified through
intermediaries, through confirmations or notifications provided by the intermediaries, as set out in Articles 5 and 6 of Regulation (EU) 2018/1212.
Shareholders who shall not comply with the above deadline may participate in the General Meeting, unless the General Meeting refuses their participation
for a good reason that justifies its refusal.
5.5.2. Minority rights of shareholders
With respect to the General Meeting, the following shareholders’ rights are also provided for by the law (Article 141 of Law 4548/2018) and the articles
of association:
At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors shall add new items to the agenda of
a General Meeting already convoked, provided that the Board of Directors received the relevant request at least fifteen (15) days prior to the General
Meeting. These additional items must be published or disclosed, under the responsibility of the Board, pursuant to Article 122 of Law 4548/2018, at least
seven (7) days before the General Meeting. The request for inclusion of additional items on the agenda should be accompanied by a justification or a draft
decision to be approved by the General Meeting. The revised agenda shall be published in the same manner as the previous agenda, i.e. thirteen (13) days
prior to the date of the General Meeting, and shall be made available to the shareholders on the Company’s website together with the justification or the
draft decision submitted by the shareholders, as stipulated in Article 123(4) of Law 4548/2018. If these items are not published, the applicant shareholders
are entitled to request the postponement of the General Meeting, pursuant to Article 141(5) of Law 4548/2018 and publish them themselves, as specified
in the law, at the expense of the company.
(b) Shareholders representing one twentieth (1/20) of the paid-up capital are entitled, at their request, to submit draft decisions on items included in the
initial or any revised agenda of the General Meeting. The relevant application must be submitted to the Board of Directors at least seven (7) days before
the date of the General Meeting, and the draft decisions shall be made available to the shareholders as set out in Article 123(3) of Law 4548/2018, at least
six (6) days prior to the date of the General Meeting.
(c) At the request of any shareholder, submitted to the Company at least five (5) clear days prior to the General Meeting, the Board of Directors must
provide the General Meeting with the specific required information required in relation to the Company’s affairs, to the extent that such information is
relevant to the items on the agenda. The Board of Directors shall be under no obligation to provide information, where the requested information is
available on the Company’s website, especially in the form of questions and answers. Also, at the request of shareholders representing one twentieth
(1/20) of the paid-up capital, the Board of Directors is required to disclose to the Ordinary General Meeting any sums paid to each company director or
manager in the last two years, as well as any benefits granted to these persons owing to any reason or on the basis of any contract between them and the
17
Company. In all the above-mentioned cases, the BoD may refuse to provide information on sufficient material grounds, which are recorded in the minutes.
Such a reason may include, as the case may be, 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 provide a single reply to shareholders’ requests with the same content.
(d) Upon request of shareholders representing one tenth (1/10) of the paid-in share capital which is submitted to the Company at least five (5) clear days
before the General Meeting, the BoD is obliged to provide information to the General Meeting about the course of corporate affairs and the Company’s
assets. The Board of Directors may refuse to provide such information for a material reason, which shall be recorded in the minutes. Such a reason may
include, as the case may be, the representation of the requesting shareholders in the Board of Directors in accordance with Articles 79 or 80 of Law
4548/2018, if the respective Members of the BoD have been informed accordingly in an adequate manner.
(e) At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, voting on an item or items on the agenda shall be by open
ballot.
5.5.3. Information to shareholders before the General Meeting
From the day of publication of the convocation to the General Meeting until the day of the General Meeting, the Company shall make the following
information available to its shareholders at its registered offices, and will also post it on its website: (a) details regarding the convening of the General
Meeting, (b) the total number the shares and voting rights as of the date of convocation, (c) the forms to be used for voting by proxy or representative or
by mail or electronic means, unless such forms are sent directly to each shareholder. Moreover, from the day of publication of the convocation to the
General Meeting until the day of the General Meeting, the Company shall make available to its shareholders at its registered office, and shall post on its
website, the documents to be submitted to the General Meeting, a draft decision on each item of the proposed agenda or, if no decision has been proposed
for approval, comment of the board of directors, as well as the draft decisions that may have been proposed by the shareholders.
Each shareholder may request the Company's annual financial statements and the relevant reports of the Company’s Auditors and Board of Directors ten
(10) days before the Ordinary General Meeting (Article 123 (1) of Law 4548/2018).
For more information regarding the General Meetings of the Company and shareholders’ rights, see also the Company’s current Articles of Association,
which is available on the Company's website https://motodynamics.gr/etairikh-diakyvernhsh/.
For the timely and equal information of the shareholders and investors concerning corporate events, the Company has a Shareholder Service Department
and a Corporate Announcements Department.
6. Information required under Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC of the European Parliament and of the Council
of 21 April 2004 on takeover bids, provided that the Company is subject to this Directive
There were no cases of acquisition or takeover bids during the fiscal year.
7. Composition and operation of the Board of Directors and any other administrative, management or supervisory bodies or committees
of the Company [Article 152 (1)(e) of Law 4548/2018)
7.1. Board of Directors
7.1.1. Members and responsibilities
The Board of Directors of the Company is responsible for the long-term strategy and operational objectives of the Company and in general for the control
and decision-making in the framework of the provisions of the current legislation and the articles of association, as well as the observance of the principles
of corporate governance.
The Board of Directors consists of a minimum of three (3) to a maximum of fifteen (15) members, which may be executive, non-executive and independent
non-executive members. Among the members of the Board of Directors, the non-executive members (independent or not) are involved with the general
promotion of the corporate issues and not with the daily management of the Company, while the executive members are involved with the daily
management of the Company.
The BoD should meet sufficiently regularly to discharge its duties effectively. The Board of Directors, as the supreme management body of the Company,
has the following responsibilities:
• Determines and supervises the implementation of corporate strategy and the long-term goals of the Company
• Preserves and promotes corporate interests, as well as the interests of the Company’s shareholders, but also of its key stakeholders.
• Handles all corporate affairs in a comprehensive way.
• Establishes the reliability of the Company in the economic-business community and in the wider social environment.
• Enhances the operational and financial value of the Company.
• Defines and oversees the corporate governance system and evaluates it at least every three (3) years.
• Ensures the adequate and efficient operation and independence of the Company’s internal control system including risk management and
compliance functions.
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• Ensures the reliability and completeness of the accounting system and the appropriate accounting records maintained for the preparation of the
published financial statements, the annual report by the management and the corporate governance statement, as well as the remuneration report.
• Determines the identity of both executive and non-executive directors.
• It delegates responsibilities to the CEO and the Company's executives, monitors their performance and sets appropriate levels of remuneration.
• It reports and keeps regularly updated information and documents relating to the election of its prospective members, in accordance with Article
4(4) and Article 18 (1) of Law 4706/2020.
• It ensures that it is kept informed and decides on any event that might materially affect the Company's position, currently or in the long term.
The composition of the Board of Directors during the period from 1 January 2022 to 15 June 2022 was as follows:
1. Paris Kyriakopoulos, Chairman of the Board, Executive Member.
2. Kriton Leonidas Anavlavis, Vice-Chairman, Independent Non-Executive Member.
3. Sotirios Hatzikos, CEO, Executive Member.
4. Theodoros Akiskalos, Director, Independent Non-Executive Member.
5. Lefkothea Varangi, Director, Non-Executive Member.
6. Alexandros Diogenous, Director, Independent Non-Executive Member.
7. Konstantinos Mitropoulos, Director, Independent Non-Executive Member.
8. Irini Bardani, Director, Independent Non-Executive Member.
9. Nikolaos Pagiaslis, Director, Non-Executive Member.
10. Ioannis-Stylianos Tavoularis, Director, Non-Executive Member.
The composition of the Board of Directors of the Company during the period from 16 June 2022 to 31 December 2022 was as follows:
1. Paris Kyriakopoulos, Chairman of the Board, Executive Member.
2. Kriton Leonidas Anavlavis, Vice-Chairman, Independent Non-Executive Member.
3. Sotirios Hatzikos, CEO, Executive Member.
4. Theodoros Akiskalos, Director, Independent Non-Executive Member.
5. Lefkothea Varangi, Director, Non-Executive Member.
6. Alexandros Diogenous, Director, Independent Non-Executive Member.
7. Konstantinos Mitropoulos, Director, Independent Non-Executive Member.
8. Irini Bardani, Director, Independent Non-Executive Member.
9. Nikolaos Pagiaslis, Director, Non-Executive Member.
10. Ioannis-Stylianos Tavoularis, Director, Non-Executive Member.
11. Eleni Vrettou, daughter of Christos, Non-executive member.
The Board of Directors of the Company was elected by virtue of the Ordinary General Meeting of 24 June 2021 and was reconstituted at its meeting of
24 June 2021, while the new member of the Board of Directors, Ms. Eleni Vrettou, was elected by virtue of the Ordinary General Meeting of 16 June
2022, whereupon the Board of Directors was reconstituted at its meeting of 16 June 2022, as mentioned above.
The term of office of the current Board of Directors is three years, expiring for all Board members on 24 June 2024, with the potential for automatic
extension until the expiry of the term, within which the next Ordinary General Meeting may be convened.
It is noted that the above composition of the Board of Directors for the period from 16 June 2022 to 31 December 2022 is the same as the current
composition, with the following exceptions occurring after reconstitution of the Board of Directors on 3 January 2023:a) From 3 January 2023 to date,
Mr. Paris Kyriakopoulos has been an executive member and Chairman of the Board of Directors, as well as CEO;b) From 3 January 2023 to date, Mr.
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Sotirios Hatzikos has been a non-executive member of the Board and c)From 3 January 2023 to date, Mr. Ioannis - Stylianos Tavoularis has been an
executive member of the Board.
The Board of Directors met twenty (20) times during the year 2022. The participation percentage of all Board members in the meetings of 2022 amounts
to 100% with the following single exception: Ms. Irini Bardani, independent non-executive member failed to attend one (1) meeting during 2022 and
therefore her percentage participation amounts to 95%.
Detailed CVs of the members of the Board of Directors and senior executives are listed below (see section 8 of the Statement). From those CVs we can
conclude that the composition of the Board of Directors reflects the knowledge, skills and experience required to exercise its responsibilities, in accordance
with the eligibility policy and the business model and strategy of the Company.
It is noted that in the context of the annual review of fulfilment of the independence requirements of Article 9 of Law 4706/2020, as applicable to the
above independent non-executive members elected by resolution of the Company’s General Meeting of Shareholders of 24 June 2021, the Board of
Directors, having evaluated the relevant statements of the independent non-executive members with the assistance of the Nominations and Corporate
Governance Committee, in combination with other data and information, such as the register of suppliers and partners of the Company and its subsidiaries,
the Company's register of shares, etc., duly determined that the independence requirements of Article 9 of Law 4706/2020 are continuing to be met by the
abovementioned independent non-executive members of the Board of Directors.
Members of the Board of Directors holding shares in the Company with a reference date of 31 December 2022, and the date of publication, are shown
below:
Name
Position in the BoD
Number of shares
Percentage (%) of
participation in the
share capital of the
Company
Paris Kyriakopoulos
Chairman of the Board
and CEO (executive
member)
- 2.075.901 (on 31.12.2022)
- 3.162.127 (on 29.03.2023)
7,0971% (on
31.12.2022)
10,8107% (on
29.03.2023)
Sotirios Hatzikos
Non-Executive
Member of the Board
875.000
(on 31.12.2022 and
29.03.2023)
2,9915%
(on 31.12.2022 and
29.03.2023)
Ioannis Tavoularis
Executive Member of
the Board
873.925
(on 31.12.2022 and
29.03.2023)
2,9878%
(on 31.12.2022 and
29.03.2023)
Irini Bardani
Independent, Non-
Executive Member of
the Board
56
(on 31.12.2022 and
29.03.2023)
0,0002%
(on 31.12.2022 and
29.03.2023)
The executives holding shares of the Company with a reference date of 31 December 2022 and the indicated date of publication, are as follows:
Name
Title in the Company
Number of shares
Percentage (%) of
participation in the
share capital of the
Company
Efstathios Anagnou
Information Technology
Director
31.086
(on 31.12.2022 and
29.03.2023)
0,1063%
(on 31.12.2022 and
29.03.2023)
Ioannis Sokialis
Yamaha Division
Manager
9.381
(on 31.12.2022 and
29.03.2023)
0,0321%
(on 31.12.2022 and
29.03.2023)
Nikolaos Sinogiannis
Porsche Division
Manager
1.500
(on 31.12.2022 and
0,0513%
(on 31.12.2022 and
20
29.03.2023)
29.03.2023)
Dimitrios Bozas
CFO
4.886
(on 31.12.2022 and
29.03.2023)
0,0017%
(on 31.12.2022 and
29.03.2023)
Sophia Thomaidou
Director of Human
Resources
3.810
(on 31.12.2022 and
29.03.2023)
0,0130%
(on 31.12.2022 and
29.03.2023)
Maria Passia
Director of Corporate
Affairs.
1.000
(on 31.12.2022 and
29.03.2023)
0,0034%
(on 31.12.2022 and
29.03.2023)
George Livaditis
SIXT Branch Manager
8.476
(on 31.12.2022 and
29.03.2023)
0,0289%
(on 31.12.2022 and
29.03.2023)
Lastly, it is noted that the Company's Internal Auditor, Mr. Theodoros Sgouros held 1.000 shares of the Company as at 31 December 2022 and 29 March
2023, representing a 0,0034% stake in the share capital of the Company.
7.1.2. Chairman of the BoD
The Chairman of the Board of Directors acts as the main link between the management of the Company, the Board of Directors and the shareholders, and
has among others, the following responsibilities:
• Chairs the meetings of the BoD and directs its operations in compliance with his obligations to the shareholders, the Company, the supervisory
authorities, the law and the Articles of Association of the Company.
• Sets the agenda and establishes the effective conduct of the meetings of the BoD encouraging open dialogue and members’ input.
• Ensures the timely and correct information of the members of the BoD and their support by the management.
• Facilitates the effective contribution by executive and non-executive members to the work of the BoD and ensures constructive relations between
executive and non-executive members.
• Ensures effective communication with all shareholders, based on fair and equal treatment of the interests of all shareholders.
• It facilitates dialogue with other stakeholders.
• It facilitates evaluation of the performance of the Board and its committees.
Furthermore, the Chairman, in addition to the above responsibilities related to the operation of the BoD, and to the extent that he continues to act in an
executive capacity, will exercise the executive responsibilities provided to him by the relevant authorizations of the BoD, in order to participate in all
decisions that substantially affect the course of the Company.
7.1.3. Vice-Chairman of the Board
The Board of Directors shall elect a Vice-Chairperson from among its independent non-executive members. The Vice-Chairperson of the Board has the
following responsibilities:
• They deputize for the Chairperson in his duties, where and as provided for by law, Company’s Articles of Association, and its policies.
• They lead the Board of Directors’ evaluation of the Chairperson, represent the independent non-executive members on the Board and effectively
coordinate their actions within the Board of Directors, as well as their communications with the Chairperson and management.
• They take care to ensure the submission of the annual reports and records of the independent members of the Board of Directors in the ordinary
General Meeting of the Company.
• Participates in meetings or other communications, as needed, with shareholders of the Company on issues related to the governance of the
Company.
7.1.4. Operation of the BoD
The operation of the Board of Directors is detailed in its Operating Regulation, a summary of which is posted on the Company’s website
https://motodynamics.gr/etairikh-diakyvernhsh/. This Regulation includes information regarding the organization of the Board of Directors, including the
election, the members, the determination of the independence of prospective or incumbent members, the term of office, constitution into a body,
responsibilities, duties and the conduct of its members, its committees, its meetings, quorum and decision-making, support for its operation, the minutes
of its meetings.
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7.1.5. BoD Membership Eligibility Policy
The Suitability Policy applies to the members of the Board of Directors of the Company, in accordance with Article 3 of Law 4706/2020.
The Nominations and Corporate Governance Committee of the Company sets the selection criteria, as set out in this Policy, so that the qualifications,
knowledge, and experience of the candidates complement those of the other already existing members of the Board of Directors. Candidate members are
selected according to their level of education and social status and are among the successful executives of business, academia and the wider social sphere
with domestic and international experience in their fields of activity and specialization. Candidate members should also have demonstrated integrity,
honesty, good judgment, dedication and willingness to consider the issues discussed in the BoD with objectivity and impartiality. During selection, renewal
of the term of office and replacement of a member, the assessment of the individual and collective eligibility of the Board of Directors is taken into
account, as well as the understanding by the candidate member of the culture, values and general strategy of the Company.
The individual eligibility of the members of the Board is assessed, inter alia, on the basis of their adequacy of knowledge and skills, the guarantees of
their morals and reputation, their potential conflict of interest, their time and availability, as well as their independent judgment. The criteria apply, subject
to any more specific provisions, to all members of the Board, regardless of their capacity, as executive, non-executive or independent non-executive
members.
The Eligibility Policy is posted on the Company’s website at the following email address: https://motodynamics.gr/etairikh-diakyvernhsh/.
Diversity Criteria pursuant to Article 152(1)(f) of Law 4548/2018
The Company implements a diversity policy through the accumulation of a wide range of qualifications and skills in the selection of Directors, the variety
of views and experiences is ensured, with the purpose of making the right decisions.
The Eligibility Policy includes the basic diversity criteria applied by the Company when selecting members of the Board of Directors and are essential
priorities (diversity goals) of the Company, including at least:
(a) adequate representation by gender (at least twenty five percent (25%) of the total members of the BoD),
(b) ensuring equal treatment and equal opportunities for all potential members of the BoD, regardless of gender, race, color, national, ethnic or social
origin, religion or belief, property, birth, marital status, disability, age or sexual orientation.
It is noted that during the year 2022 and in particular, by virtue of the Annual General Meeting of the Company held on 16 June 2022, one (1) additional
Board member, Ms. Eleni Vrettou, non-executive, was elected, thus increasing the percentage of female representation on the Board of Directors of the
Company (27.27%).
The Company, recognizing the importance of implementing best working practices, providing equal opportunities in the workplace and attracting talented
young employees, participates in corporate social responsibility activities by financially supporting young students through the funding of scholarships
from renowned higher educational institutions.
7.1.6. BoD remuneration
Regarding the remuneration of the BoD, the Company has established a remuneration policy, following the provisions of Article 109 et seq. of Ν.
4548/2018, and in particular in compliance with the provisions of Articles 110, 111 and 112 of Law 4548/2018 (the “Remuneration Policy”), as approved
and/or amended by the General Meeting of the Company.
The purpose of the Remuneration Policy is to establish rules in order to attract executives who have the appropriate qualifications for the most effective
management of the Company, and the most correct corporate governance, to ensure that the remuneration of the members of the BoD are sufficient for
their position and responsibilities, the promotion of meritocracy, the harmonization of the goals and motivations of the members of the BoD with those
of the shareholders, as well as the creation of incentives for achieving a stable and long-term performance of the members of the Board of Directors.
Pursuant to the provisions of the law, an earnings report is drawn up annually and approved by the Board, which contains a comprehensive overview of
all earnings stipulated in the Remuneration Policy for the last financial year and is submitted for discussion to the Ordinary General Meeting. At the
Ordinary General Meeting of Shareholders held in fiscal year 2023, a Remuneration Report for members of the Board of Directors will be submitted in
relation to the earnings paid during fiscal year 2022, pursuant to Article 112 of Law 4548/2018 and the Remuneration Policy.
The Remuneration Policy and the annual Remuneration Reports are available, pursuant to the law, on the Company's website www.motodynamics.gr.
7.1.7. Reference to the external professional commitments of the members of the Board of Directors (including their professional
obligations as non-executive members in other companies, as well as non-profit organizations).
BoD Member
Position/Capacity
Legal entity
Paris Kyriakopoulos
Member of the Board of Directors & the
Strategy Committee
Imerys S.A. (France)
Vice-Chairman of the Board
ORIMYL SA
BoD Chairman
AVGI AKINITA SA
Executive Member of the Board
PROPERTY COMPANY ΤWO
Vice-Chairman of the Board
AKROTIRIO TRACHILAS TRIA
SA
22
BoD Chairman
OMIROU CAPITAL PARTNERS
SA
BoD Member
Milos Conference Center - Georgios
Iliopoulos
BoD Member
Junior Achievements Greece
Vice-Chairman of the Board
Blue Crest SA
Chairman of the Board
Yellow Crest SA
BoD Chairman
Boatmen Campers Association
Member of the Board of Directors
ALBA Association
Kriton Leonidas
Anavlavis
General partner & Administrator
ALPHASIGMA LTD
Theodoros Akiskalos
Independent, Non-Executive Member of
the Board
Auto Scout24 Gmbh
Lefkothea Varangi
Vice-Chairwoman of the Board & CEO
TECHNOSPHERE SA
Vice-Chairwoman of the Board & CEO
NEEMA SA
Alexandros Diogenous
Chairman of the Board, CEO, 50%
shareholder
P.M. TSERIOTIS LIMITED
BoD Chairman
PYLONES HELLAS SINGLE-
PERSON SA
BoD Chairman
UNILEVER PMT LIMITED
BoD Chairman
UNILEVER TSERIOTIS CYPRUS
LIMITED
BoD Member
TRYFON TSERIOTIS LIMITED
BoD Chairman
OMNITOUCH CYPRUS LIMITED
BoD Chairman
UNICARS LIMITED
BoD Member
UNIWHEELS CAR RENTAL
LIMITED
BoD Member
SIXTHRONE CASE LIMITED
BoD Member
UNICARS EMPORIKI LIMITED
BoD Member
DIMITRIS NEARCHOU
WORKSHOP LIMITED
BoD Member
OUMETHESPISEN LIMITED
BoD Member
REVYTHADA LIMITED
Chairman of the Board, Shareholder
100%
EVESTOR HOLDINGS LIMITED
Managing Director
MELLON (CYPRUS) LIMITED
Konstantinos
Mitropoulos
Independent non-executive member of
the Board, Chairman of the Nominations
and Remuneration Committee, Member
of the Audit Committee
PLAISIO COMPUTERS SA
Independent non-executive member of
the Board, member of the Nominations
and Remuneration Committee, member of
the Audit Committee
ELTRAK SA
BoD Member
Foundation for Economic &
Industrial Research (IOBE)
Independent non-executive member of
the Board of Directors, Chairman of the
Nominations and Remuneration
Committee, Member of the Audit
Committee
Cyprus Development Bank Limited
23
Irini Bardani
Chairwoman of the Board & General
Manager
Hellenic Institute for Occupational
Health and Safety (ΕΛ.ΙΝ.Υ.Α.Ε.)
BoD Member
I. P. A. P. “THE VIRGIN MARY”
Nikolaos Pagiaslis
BoD Chairman
AKROTIRIO TRACHILAS TRIA
SA
BoD Chairman
PROPERTY COMPANY ΤWO SA
Managing Director
PROPERTY COMPANY ONE SA
BoD Member
OMIROU SPV 1 SA
BoD Member
OMIROU SPV2 SA
Eleni Vrettou
Vice-Chairwoman of the Board & CEO
BoD Member
ATTICA BANK
BoD Chairman
ATTICA BANCASSURANCE
Independent, Non-Executive Member of
the Board
STARBULK CARRIERS
7.2. BoD Committees
7.2.1. Audit Committee
The Company has an Audit Committee, which consists of three (3) members, elected by the Board of Directors. It is an independent committee constituted
by any administrative body of the Company, and its members consist of the Chairperson of the committee, who is also an independent non-executive
member of the Board of Directors, one independent non-executive member of the Board and one non-executive member of the Board.
The members of the Audit Committee shall jointly have sufficient proven knowledge in the field in which the Group operates, and at least one member
shall have sufficient proven knowledge of accounting and auditing. The evaluation of prospective members of the audit committee is carried out by the
Board of Directors.
The powers and duties of the audit committee are as follows:
1. Monitoring of the financial information procedure. The Audit Committee is responsible for monitoring, evaluating and reviewing the process
of preparing financial reports, namely the mechanisms and systems used to generate, and the flow and dissemination of, the financial information
provided by the Company and Group’s organizational units involved. Within this framework, the Audit Committee then reports its findings to
the Board of Directors and makes recommendations for improvements to the procedure, if it deems appropriate.
2. Monitoring the effective operation of the internal control system. The Audit Committee monitors and assesses the adequacy and effectiveness
of all Group policies, procedures and safeguards with respect to the internal audit system, as well as the assessment and management of risks
associated with financial reporting. The Audit Committee also monitors and supervises the proper functioning of the Internal Control Unit, in
accordance with the professional standards and the applicable legal and regulatory framework, and evaluates its work, competence and
efficiency, without, however, affecting its independence. Furthermore, the Audit Committee reviews the publicly available information as to
the internal audit and the main risks and uncertainties of the Company, in relation to financial reporting. Within this framework, the Audit
Committee then reports its findings to the Board of Directors and makes recommendations for improvements to the procedure, if it deems
appropriate.
3. Monitoring of the progress made in the statutory audit of financial statements. The Audit Committee monitors the procedures and performance
of the statutory audit of the Group’s individual and consolidated financial statements. Within this framework, it notifies the Board of Directors
via submission of a report on issues arising from the statutory audit, explaining in detail:
A) the contribution of the statutory audit to the quality and integrity of financial reporting, i.e., the accuracy, completeness and correctness of the financial
information, including any related notifications, as approved by the Board of Directors and duly publicly disclosed; and
B) The role of the Audit Committee in the procedure described in point (A), namely in recording the actions of the Audit Committee while the statutory
audit is being conducted. In the context of the aforementioned provision of information to the Board of Directors, the Audit Committee takes into account
the content of the supplementary report submitted by the statutory auditor, which includes the findings of the respective statutory audit.
The members of the Audit Committee meet at regular intervals, as well as on an ad hoc basis when required. The committee’s Chairperson notifies the
Board of Directors regarding the key issues that arise and submits an official annual report. They also attend the Ordinary General Meeting to answer any
questions concerning the work of the committee. The Audit Committee shall use any resources deemed appropriate to fulfill its purposes, including the
services by external consultants.
The composition of the Audit Committee during the period from 1 January 2022 to 31 December 2022 (and to date) is as follows:
1. Konstantinos Mitropoulos, son of Sotirios, independent non-executive member of the Board, Chairman of the Audit Committee
2. Kriton Leonidas Anavlavis, son of Stefanos, independent non-executive member of the Board, Member of the Audit Committee
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3. Nikolaos Pagiaslis of Panos, non-executive member of the Board, Member of the Audit Committee.
The aforementioned members of the Audit Committee were appointed by decision of the Company’s Board of Directors dated 24 June 2021, being
constituted into a body on the same day, at the respective meeting of the Committee.
For the fiscal year 2022, the Audit Committee met eight (8) times, with a 100% attendance by its members, apart from the following sole exception:Mr.
Anavlavis, independent non-executive director failed to attend one (1) meeting during 2022 and therefore his attendance is 87.50%.
The Audit Committee has taken decisions in the year 2022, indicatively on the following issues/topics:
- Recommendation to the Board of Directors regarding the engagement of an audit firm as part of the regular management audit of the annual
financial statements of the Company and the Group for the financial year 2021.
- Auditing the accuracy, completeness and correctness of the Annual Financial Statements of the Company and the Group (Consolidated) for the
period from 1 January to 31 December 2021, in accordance with International Financial Reporting Standards (IFRS).
- Audit of the completeness of the Company’s Corporate Governance Statement for the fiscal year 2021.
- Review and evaluation of audit reports by the Internal Audit Unit and/or external consultants and monitoring of the progress of work and
implementation of recommendations by the senior management and individual departments of the Company, in accordance with the findings of
these audits.
- Review of the Group's results for the first quarter of the year 2022, in accordance with International Financial Reporting Standards (IFRS).
- Preparation of the Audit Committee’s Report for the fiscal year 2021.
- Selection of a prospective Assessor to evaluate the Company's Internal Audit System (ICS) and other related matters.
- Issues relating to the progress of work on the risk management and regulatory compliance system.
- Audit of the accuracy, completeness and correctness of the Interim Financial Statements of the group ‘MOTODYNAMIKI SA’ for the period
from 1 January 2022 to 30 June 2022, in accordance with International Financial Reporting Standards (IFRS).
- Progress of the audit of the annual financial statements for the fiscal year 2022.
- Annual schedule of regular meetings for the Audit Committee.
- Review and approval of the Internal Audit Unit’s audit plan for the year 2023 and approval of the Internal Auditor’s training budget for the
year 2023.
- Amendment of the annexes ‘Periodic Evaluation Procedure of the SIA’, ‘Compliance System’ and ‘Risk Management Policy and Procedure’
of the Company's Operating Regulations.
The operation of the Audit Committee is described in detail in the Audit Committee’s Operating Regulation duly approved by the Company’s Board of
Directors and posted on the Company’s website (https://motodynamics.gr/etairikh-diakyvernhsh/).
7.2.2. Nominations and Corporate Governance Committee
The purpose of the Nominations and Corporate Governance Committee is to propose persons suitable to be conferred the status of a member of the Board
of Directors to the Board of Directors, based on the Suitability Policy and the relevant procedure followed by the Company for the nomination of prospective
members for the Board of Directors. It also supports the BoD in planning and monitoring the implementation of the Company’s key corporate governance
principles and policies.
The Committee consists of at least three (3) non-executive BoD members, the majority of whom, including the Chairman of the Committee, are
independent. The Committee meets at the invitation of the Chairman at least once a year, or more often at the Chairperson’s discretion or at the suggestion
of one of its members, and at least before the announcement of the Annual Financial Report, General Meetings nominating new members of the Board of
Directors, and as required for the purpose of updating the Suitability Policy.
The composition of the Nominations and Corporate Governance Committee during the period from 1 January 2022 to 31 December 2022 was as follows:
1. Alexandros Diogenous son of Georgios, Chairman of the Nominations and Corporate Governance Committee.
2. Theodoros Akiskalos son of Aristomenis, Member of the Nominations and Corporate Governance Committee.
3. Ioannis-Stylianos Tavoularis son of Nikolaos, Member of the Nominations and Corporate Governance Committee.
It is noted that the above composition of the Committee is the same as the current composition, with the following exception: on 3 January 2023 Ms. Eleni
Vrettou, non-executive member replaced Mr. Ioannis - Stylianos Tavoularis in the position of member of the Nominations and Corporate Governance
Committee, pursuant to the decision of the Board of Directors of 3 January 2023 regarding the change of composition of the Committee and reconstitution
of the Committee into a body on the same day, at the respective Committee meeting.
In fiscal year 2022, the Nominations and Corporate Governance Committee met five (5) times with 100% attendance by its members, and has taken
decisions, indicatively on the following issues/topics:
- Evaluation of the current composition of the Company's Board of Directors.
- Annual evaluation of the independence of members of the Company’s Board of Directors.
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- Annual evaluation of the Board and its Committees.
- Annual self-evaluation of the Nominations and Corporate Governance Committee.
- Support from the Vice Chairperson for the annual performance evaluation of the Board’s Chairperson.
- Evaluation of the Company's Suitability Policy.
- Proposal for election of a new member of the Board of Directors.
- Submission of a proposal to the Remuneration and Human Resources Committee regarding remuneration of the members of the Board of
Directors of the Company for the fiscal year 2022.
- Recommendation regarding the succession of the CEO.
- Submission of a proposal to the Remuneration and Human Resources Committee regarding remuneration of the CEO.
- Proposal for the amendment of the annex to the Company's Operating Regulation entitled ‘Procedure for recruitment and evaluation of senior
executives’.
- Proposal for amendments to the annexes of the Company's Operating Regulation ‘Procedure for the Recruitment and Evaluation of Senior
Executives’ and ‘Policy and Procedure for the Prevention and Handling of Conflicts of Interest’.
- Educational plan for Board members.
The operation of the Nominations and Corporate Governance Committee is described in detail in its Operating Regulation, which is duly approved by
the Company’s Board of Directors and posted on the Company’s website (https://motodynamics.gr/etairikh-diakyvernhsh/).
7.2.2.1. Evaluation of the Board of Directors and its Committees.
The Board of Directors undertakes annual evaluations of its effectiveness and fulfilment of its duties, as well as the performance of its committees. The
Board of Directors (collectively), as well as the Chairperson, the CEO and the other members of the Board are evaluated annually as to the effective
performance of their duties. This evaluation shall be facilitated by an external consultant at least every three years. The evaluation process is chaired by
the Chairperson in cooperation with the Nominations Committee.
In particular, the annual performance evaluation of the CEO is carried out under the supervision and guidance of the Remuneration and Human Resources
Committee, as provided for in its operating regulation. The annual performance evaluation of the Chairperson of the Board of Directors is carried out by
the Vice Chairperson with the support and guidance of the Nominations and Corporate Governance Committee, in accordance with its operating
regulations.
On 29 December 2022, following the recommendations of the Remuneration and Human Resources Committee, the Board of Directors conducted the
annual performance evaluation for the CEO in order to determine his annual variable remuneration. In addition, in the period from 20 February 2023 to 8
March 2023, questionnaires were distributed on the initiative of the Nomination and Corporate Governance Committee for the purpose of collectively
evaluating the members of the Company’s Board of Directors (as a body), as well as the performance of its committees. On 29 March 2023, following the
respective recommendation of the Nominations and Corporate Governance Committee, the Board of Directors proceeded with an evaluation of the
collective and individual suitability of its members. Lastly, on 8 March 2023, the Nominations and Corporate Governance Committee met to support the
Vice-Chairman in the annual evaluation of the Chairman of the Board.
The general conclusion of the evaluation was that the directors, operating as a body, can make appropriate decisions, taking into account the strategy,
business model and markets in which the Company operates, and are able to undertake effective monitoring and constructively critique the decisions made
by the Company's senior management. They are able to cover the areas of knowledge required overall in relation to the Company's business activities,
namely the commercial trade/specialized retail sector, and collectively possess the necessary skills to present their views, while adequate gender
representation and diversity are also secured. Each member of the Board of Directors meets the criteria for individual suitability set out in the Suitability
Policy, is fully aware of the duties assigned to them, and responds to these responsibilities in a satisfactory manner.
7.2.3. Remuneration and Human Resources Committee
The Remuneration and Human Resources Committee was established with the aim of ensuring the planning and monitoring of the Remuneration Policy
and the remuneration report for the BoD members and also to submit proposals to the BoD on the wider remuneration and benefits policy, as well as the
individual management and development systems of the Company's Human Resources, in order to ensure attraction and retention of the appropriate
executives and the remuneration system to be linked to the corporate strategy, the goals of the Company and their realization with the ultimate goal of
creating long-term value within the Company.
The Committee consists of at least three (3) non-executive BoD members, the majority of whom, including the Chairman of the Committee, are
independent. The Committee meets upon invitation of its Chairman twice (2) annually and extraordinarily, whenever deemed appropriate and necessary.
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The composition of the Remuneration and Human Resources Committee during the period from 1 January 2022 to 31 December 2022 (until today) was
as follows:
1. Kriton Leonidas Anavlavis, Chairman of the Remuneration and Human Resources Committee.
2. Lefkothea Varangi, Member of the Remuneration and Human Resources Committee.
3. Irini Bardani, Member of the Remuneration and Human Resources Committee.
During fiscal year 2022, the Remuneration and Human Resources Committee met six (6) times, with 100% attendance of its members, and adopted
decisions indicatively relating to the following issues/topics:
- Recommendation to the Board of Directors of the Company regarding succession of the CEO, proposed remuneration and the general terms of
their contract.
- Recommendations to the Board of Directors regarding: Approval of the Training and Human Resources Development Policy, Job Vacancy
Coverage Policy and Performance Management and Human Resources Development Policy
- Proposal to the Board of Directors for the free allocation of shares to senior executives of the Company and/or its subsidiaries.
- Establishment of an annual program of regular meetings for the Committee.
- Review and recommendations to the Board on the Remuneration for Board Members Report for fiscal year 2021.
- Review/reassessment of the Remuneration Policy.
- Submission of a proposal to the Company’s Board of Directors regarding remuneration of its members for fiscal year 2022.
The operation of the Remuneration and Human Resources Committee is described in detail in its operating regulation, which is duly approved by the
Company's Board of Directors and posted on the Company's website (https://motodynamics.gr/etairikh-diakyvernhsh/).
7.2.4. Internal Control Unit
The main mission of the Internal Control Unit is to help the Company achieve its objectives, adopting a systematic, professional approach to evaluating
and improving the effectiveness of risk management processes, the internal control system and corporate governance. The Internal Control Unit
strengthens and protects the value of the Company by providing objective and risk-based assurance, advice and information.
The Internal Control Unit is an independent organizational unit within the Company headed by its head. Its head, Mr Theodoros Sgouros was appointed
by the Company’s Board of Directors, following a recommendation from the Audit Committee. He is a full-time employee, personally and functionally
independent and objective in the performance of his duties and has the appropriate knowledge and relevant professional experience. More specifically,
he is a certified member of ACCA (the UK Association of Chartered Certified Accountants) and a certified member of CIA (US Chartered Internal
Auditors). He reports administratively to the Chief Executive Officer and operationally to the Audit Committee and through it to the BoD.
The Internal Control Unit has access to any organisational unit (Division/Directorate) of the Company and is aware of any information required for the
performance of its duties.
7.2.5. Procedure for hiring and evaluating senior executives
The Company, with the aim of attracting and retaining competent executives and evaluating their performance, has established and implements a procedure
for hiring and evaluating senior executives.
The Management of the Company continuously monitors its existing pool of senior executives and evaluates its composition
(skills/knowledge/experience), in relation to the long-term strategy and the objectives of the Company.
The procedure outlines the steps for the identification of the need to fill a senior management position by the CEO (or in the case of the CEO by the
Nominations and Corporate Governance Committee and/or the Board) and the approval of the position profile by the CEO and the Chairman of the Board
or the Nominations and Corporate Governance Committee, in the case of the position of CEO. The potential filling of the post through internal succession
or through external recruitment is assessed, and an evaluation of prospective candidates is carried out. In each case, the required round of interviews is
conducted and the appropriate assessment tools are used, where appropriate. The final selection of senior executives is made and approved by the CEO
with the consent of the Chairman of the Board of Directors, while the Nominations and Corporate Governance Committee is responsible for the process
of filling the position of CEO. It may ask for the assistance of the Human Resources Department where necessary and will submit its recommendations
to the Board of Directors.
At the beginning of the year, targets are set jointly with the executive and the CEO based on the Company's target setting system. The objectives of the
CEO will be decided by the Board of Directors with the support of the Nominations and Corporate Governance Committee.
This procedure also provides for a performance evaluation system: An executive development plan will also be discussed as part of the outcome of the
evaluation in order to ensure successful future performance. The Chief Executive Officer and/or the Board, as appropriate (in the case of the CEO) will
determine the outcome of the evaluation, with the assistance of the Human Resources Department. This is based on the respective evaluation scale applied
by the Company, and it is recorded, communicated to the executive and recorded by the Human Resources Department. It should be noted that the
executive receives their annual variable remuneration (bonus) based on the above results, in proportion to the salary scale to which they belong, based on
the remuneration framework formulated by the Company. Within the scope of its responsibilities, the Remuneration and Human Resources Committee
submits respective recommendations to the Board of Directors.
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7.2.6. Procedure for the notification of transactions by persons exercising managerial duties
In the context of the obligation introduced by Regulation (EU) No 596/2014 on the obligation to disclose transactions and the instructions of the Hellenic
Capital Market Commission, the Company has drafted and implements a procedure for the notification of transactions by persons exercising managerial
duties and persons closely associated with them.
The procedure describes the relevant institutional and regulatory framework, as well as the requirements of obligated persons specified by it in relation to
disclosure of transactions to the Company and the Hellenic Capital Market Commission, the non-execution of transactions in closed periods, and the
obligation to inform the Company regarding persons with whom they are closely associated, and the procedure for notification of written information to
such persons regarding their respective obligations. It also describes the procedure followed to obtain the approval by the Company, as appropriate, for
the conduct of transactions during a closed period and the Company’s respective obligations to disclose information to the stock exchange and the Hellenic
Capital Market Commission.
7.2.7. Disclosure of Dependent Relationships
In the context set out by Article 9 of Law 4706/2020 regarding the criteria that a member of the Board of Directors must meet to be considered independent,
the Company applies a Procedure for Notification of Independent Non-Executive Members of the Board in order to:
• specify the criteria of independence set by the current legislation, where necessary,
• specifies the information to be collected from each independent non-executive member of the Board of Directors, in order to verify the fulfilment
of the independence criteria in accordance with the applicable legislation,
• identifies those responsible for implementing the Procedure,
• describes how its results are to be disclosed in the context of the Company's Corporate Governance Statement and the annual financial report.
The relevant procedure indicates the individual criteria determining independence, the frequency of its implementation, the evaluation procedure and
lastly, actions to be taken in the event of non-compliance.
The Board is entirely responsible for overseeing the implementation of the procedure, with the assistance of the Nominations and Corporate Governance
Committee.
7.2.8. Transactions with Related Parties
In order to comply with the relevant institutional and regulatory framework, and also in order to provide the Board of Directors with adequate information
in relation to the decisions it takes regarding related party transactions, the Company has developed and implements a related party transactions policy
and procedure in order to establish rules and procedures that ensure transparency and effective supervision of the Company's contracts and transactions
with related parties.
The procedure describes the individual steps for the identification of related parties and the maintenance of the respective record (the Financial Services
Department, with the support of the Shareholders' Services Department, having followed procedures for collection and evaluation of relevant information
from the competent persons, sets up a file record of related parties, which is updated at least on a semi-annual basis). It is also concerned with the
identification, evaluation and approval of related party transactions (the identification of a transaction may occur in different ways e.g. on the basis of the
file, information updates from executives, etc., in which case the CEO of the Company will be informed directly and approval will be granted depending
on the type of transaction in accordance with the prescribed procedures) and the procedure for their disclosure.
7.2.9. Conflicts of Interest
The Company has established a Policy and Procedure for the Prevention and Handling of Conflicts of Interest in order to provide clear guidance on how
conflicts of interest are defined, including potential conflict of interest situations, the obligations of persons liable in relation to them, and the actions taken
by the Company to deal with such situations.
The Policy and Procedure includes special provisions for the BoD members and third parties to whom responsibilities of the Board of Directors have been
assigned.
7.2.10. Regulatory compliance
The Company handles compliance issues with the implementation of its policies and procedures which set out, in particular:
• the rules of transactions with customers and suppliers,
• issues of personal data protection and information systems security,
• the obligations to comply with the requirements of corporate governance legislation,
• the Company's compliance with the prevention of bribery and corruption and the prevention of money laundering.
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Existing policies and procedures describe and explain regulatory requirements as well as mechanisms to ensure the Company’s compliance. Regulatory
obligations and the required procedures and mechanisms are mapped during the compliance risk assessment exercise and any minimum required
amendments are decided during the preparation of the annual Regulatory Compliance Action Plan.
7.2.11. Inside Information Management
The Company adopts and implements a Privileged Information Management and Proper Public Disclosure Procedure that includes the appropriate
mechanisms and methodologies regarding the effective and lawful management of privileged information, and in particular the obligations under Articles
7, 8, 10 and 14 of Regulation (EU) 596/2014 and the proper provision of information to the investing public and the related disclosure requirements.
The procedure is binding for the members of the Board of Directors, executive staff, and Company personnel in general, as well as any person who, due
to their relationship with the Company, has access to privileged information. It sets out the individual actions for characterizing information as privileged,
the framework for disclosing or postponing disclosure of privileged information, the actions required in the event where there is a need to refute
information from third parties, the actions and mechanisms to ensure information confidentiality, the procedure for drafting and updating lists of persons
holding inside information and actions to inform the liable persons of the relevant prohibitions and their obligations. The responsibility for the
implementation of the Procedure is entrusted to the Corporate Affairs Directorate, with the overall supervision of the Chief Executive Officer and the
Board.
7.2.12. Education & training for Board Members & Executive Staff
The Company recognizes the primary role of lifelong learning and development in achieving its strategic goals. For this reason, it supports its BoD
members and executives in strengthening their knowledge, abilities and skills and implements a relevant Training Policy for its BoD Members and
Executives.
- Training of BoD Members
With respect to BoD Members Training, the Company provides a relevant introductory briefing to its new members under the responsibility of the
Chairman of the Board and the Nominations and Corporate Governance Committee. As far as new members of the Board of Directors are concerned, and
in order for them to be able to effectively assume their new duties, a set of related initiatives has been established under the responsibility of the
Chairperson of the Board of Directors and the Nominations and Corporate Governance Committee.
It also supports members of the Board of Directors through its ongoing training program, which provides the necessary resources for the sustained
development of their knowledge and skills, ensuring the continued communication and provision of information to the Board members by executive
members of staff and senior management of the Company. The program is drawn up on an annual basis by the Human Resources Department under the
oversight of the Nominations and Corporate Governance Committee and is subject to the approval of the Chairperson of the Board.
- Training of Executives
Each manager or executive takes care of the development of the staff in the department for which he is responsible and is required to determine its training
needs.
Under the due care of the Human Resources Department, the annual cost of training is included in the annual human resources budget according to the
individual needs of the departments, and the annual business plan guidelines.
The Human Resources Directorate ensures that the budget is adhered to and that it is implemented in accordance with the predetermined budget.
7.2.13. Sustainable Development Policy
The Company has established and adopts a Sustainable Development Policy which reflects the framework of sustainable development and in particular
the responsibility of the Company in terms of employee safety, respect for the environment, coexistence with the local community and meeting customers’
needs. The Policy is governed by the values of the Company, which include transparency, integrity, respect, appreciation, and an honest relationship with
customers.
The axes supported by the Sustainable Development Framework of the Company are:
• Corporate Governance
• Market
• Human Resources
• Environment
• Local Society
In the context of non-financial information and during the preparation of the Company’s financial statements, the Company publishes relevant initiatives
and actions. The Sustainable Development Policy and the corresponding framework are monitored by the Corporate Affairs Directorate with the
appropriate supervision of the Board.
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8. Curriculum vitae of the members of the Board of Directors and senior executives (Article 18 par. 3 of Law 4706/2020)
Paris Kyriakopoulos
Holder of a BA Degree (Cum Laude) in Philosophy, Politics and Economics (PPE) from the University of Pennsylvania, USA. (PA, USA) and an MBA
with High Distinction from the Harvard Business School in the USA (ΜΑ, USA). Between 2005 and 2007 he was a business consultant with the Boston
consulting Group in Vienna, Austria. Between 2010 and 2015, he served as the General Manager of the FiberLean, Filtration & Performance Additives
sector of IMERYS S.A., established in Paris, France. Between 2016 and 2020, he served as the CEO of FiberLean Technologies Ltd, based in Cornwall,
Great Britain. He has been a member of the Board of Directors of MOTODYNAMICS SA since 2013 and in 2015 he was elected Chairman of the Board
of Directors. As of 3 January 2023, he is also the CEO of MOTODYNAMICS SA. During the period 2013-2018, he served as a member of the BoD of
the “Athens Laboratory of Business Administration” (ALBA) association. Since 2020, he is a member of the BoD of the Junior Achievement Greece
association.
Kriton Leonidas Anavlavis
He has worked for thirty years in various positions in the Shipbuilding and Mining industry. He joined S&B Industrial Minerals in 1990 and for 25 years
took over leadership positions in various sectors of the Group. He completed his professional career in 2015 as a Managing Director of the S&B Industrial
Minerals Group for four years. Since then, his investment interests have focused on subversive technologies, while at the same time guiding business
executives to successfully meet their challenges. He holds a BSc and an MSc degree in Marine Technology and a Masters in Business Administration
(MBA) from INSEAD.
Sotirios Hatzikos
He held the position of CEO of MOTODYNAMICS SA from January 2008 until December 2022. He is a founding member and served as the first
Chairman of the Board of Directors of the Motorcycle Importers Association (MIME) from 2020 to 2022. From 2017 to 2020, he served as Chairman of
the Steering Committee of the Two-Wheeler Division of the Association of Motor Vehicle and Two-Wheeler Dealers' Importers (ACEA). From 1994 to
2007 he worked in S&B INDUSTRIAL MINERALS SA (formerly Silver & Baryte Ores Mining Co. SA) where he was lately Chief Financial Officer of
the Group. He previously worked in England for the multinational industrial gases group ‘AIR PRODUCTS PLC’ as Manager of European Treasury
Operations. He has also taught “Mergers & Acquisitions” in the Professional MBA of the Athens Laboratory of Business Administration (ALBA) for
many years. He graduated from the Aristotle University of Thessaloniki with honors in Economics and Business Administration. He holds a Master of
Business Administration (MBA) from the Manchester Business School.
Theodoros Akiskalos
Since 2010 he has been working for the multinational brewery group, Carlsberg. From 2016, he was CEO of Carlsberg Sverige, the largest producer and
seller of beer products, soft drinks and bottled water in Sweden, headquartered in Stockholm. Before that, he was the CEO of the company for the markets
of Hongkong, Taiwan, and Macau, headquartered in Hong Kong, and also served as Head of Strategic Planning for the Group, based in Copenhagen.
From 2004 to 2010, he worked at McKinsey & Company based in Boston and, over the last 2 years, he was an Associate Principal focused on the sectors
of consumer products and private equity. He has also worked as a mechanical engineer at General Electric Aircraft Engines and Power Systems in the US.
He holds a Bachelor’s and a Master’s degrees from the Department of Mechanical Engineering of Georgia Tech and MIT, respectively with distinctions.
He also holds an Executive MBA from INSEAD.
Lefkothea Varangi
She studied agricultural economics in England. She worked for VARANGIS AVEPE in the retail department and was responsible for the After Sales
Service. For two years she was a member of the BoD. In 1985, she jumped into the apparel industry and established ENDYMATOPIITIKI SA, a company
responsible for the design, manufacture and retail sales of THE BOSTONIANS brand. With the takeover of the nationwide distribution of the THE
BOSTONIANS brand by SPORTSMAN company, in which she was also a member of the Board of Directors, she remained in retail sales management
for other brands of the Company. She continued in NOTOS COM HOLDINGS, developing the store network of branded collections that the Group
represents in Romania and Skopje. Meanwhile, she managed stores in Greece, especially those that established within shopping centers. She is currently
working for the creation of branded agricultural quality products and their distribution network.
Alexandros Diogenous
He is a graduate of Cambridge University (MA in Engineering & Management) and the London Business School (M.Sc. in Finance). From 1997 to 1999,
he worked as an analyst at Alpha Finance on corporate finance, listing of companies on the ATHEX and acquisitions/mergers.
In 1999 he returned to Cyprus to join the staff of his family business, the P.M. Tseriotis Group. Initially, he dealt with the strategy and development of
the group’s operations, as well as the development of the IT & Telecommunications sector. In 2002 he was appointed CEO of Unicars Ltd and remained
in this position until 2017. Since then he has taken over the management of the group as Chairman and CEO of the parent company P.M. Tseriotis Ltd.
During the course of his career, he has been President of the Association of Importers of Motor Vehicles, as well as BoD member to a number of listed
companies in Cyprus, charities and the Cyprus University of Technology.
Konstantinos Mitropoulos
He is a business consultant with extensive experience in acquisitions and mergers, strategy development and restructuring and is a member of the Board
of Directors of ELTRAK SA, Cyprus Development Bank Ltd and IOBE. From July 2019 until November 2020 he was Chairman of the Board of Directors
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of ATTICA BANK. During the period from 2013 until June 2019 he was the Managing Director of PwC in Greece, in charge of the development of the
Advisory department. Between 2016 and 2017, he was also the CEO of PQH Unified Special Liquidation SA, which has undertaken the liquidation of 16
Greek banks. Between July 2011 and August 2012, he was the first Managing Director of the Hellenic Republic Asset Development Fund S.A. (HRADF).
From September 2008 to July 2011 he was the Executive Chairman of Eurobank EFG Equities SA and the Head of Global Equity Investment Banking,
Brokerage & Private Equity of the Eurobank EFG group with presence in Greece, Turkey, Romania, Bulgaria and Serbia. He was the founder in 1989
and, until 2008, the Executive Chairman of the Board of Directors of KANTOR Business Consultants SA, one of the largest business consulting companies
in Greece. He started his career as a business consultant at Coopers & Lybrand in England. He also served as a member of the Boards of Directors of the
Hellenic Banks Association, HELEX, NIKAS SA, LogicDIS SA and CLR Financial Services Ltd in Cyprus. He was for many years a member of the
Global Advisory Council of the London Business School, Vice-President of the Hellenic-British Chamber and the Entrepreneurship Club and Co-President
of the Hellenic-British Symposium. He is a graduate of the mechanical engineering school of the NTUA with a postgraduate degree in business
administration and economics, with an MSc from Imperial College and a PhD from London Business School. He has published 9 articles in scientific
journals on energy and strategy and numerous articles in professional journals and newspapers.
Irini Bardani
Chairman of the BoD of the Hellenic Institute for Occupational Health and Safety (ELINYAE), the association representing the social partners (SEV,
GSEE, GSEVEE, ESEE, SETE) in health and safety related matters. She has been for a number of years HR manager in various companies. She has been
the Head of Labor Relations and Social Policy, as well as the Director of the Human Resources Department of SEV for 15 years. She has been a member
of the Board of Directors of the European Foundation for the Improvement of Living Conditions (EUROFOUND), the European Center for the
Development of Vocational Training (CEDEFOP), the Greek Employment Agency (OAED), the Workers' Housing Organization, the Intermediation and
Arbitration Organization (OMED), the Hellenic Network for Corporate Social Responsibility (CSR Hellas). She has been for a number of years a
representative of the Greek employer team in the work of international organizations (International Labor Organization ILO-IOE), as well as committees
in Greece and the EU. Special Adviser to the Mayor of Athens in 1990. Member of the Board of the Foundation for the Protection and Rehabilitation of
Children & Youth with Mental Retardation "The Virgin".
She studied Law and Political Science at the University of Athens and the Democritus University of Thrace. She holds a postgraduate degree in
Management. Special training in Change Management, as well as Management and Human Resources Development.
Nikolaos Pagiaslis
He holds a degree in Mechanical Engineering-Electrical Engineering from the NTUA with a Master of Science in Business Research from the University
of Lancaster (UK). He has many years of auditing experience in a large number of companies in Greece and abroad. Areas of activity include Business
audits, financial audits, Compliance audits, Corporate Governance, Risk Management, Implementation of Internal Audit Systems. Prior to joining the
multinational Group of S&B SA as Internal Audit Manager for approximately 20 years, he held administrative and managerial positions at Piraiki - Patraiki
SA as a production engineer, and in the engineering company Hellenic Technology & Constructions SA, as Project Manager, and later as Managing
Director. He is the founder and shareholder of AKAMAI CONSULTING SERVICES IKE. He is a member of the Audit Committee of the Association
"Athens Laboratory of Business Administration" (ALBA) since 2007 and a member of the Audit Committee of Motodynamics since 2019.
Ioannis Tavoularis
He holds a Master’s Degree in Political Sciences from Boston University. He holds a BSc degree in Economics from the Bentley University, USA. Since
2005, he is member of the Social Affairs Committee (SAC) and member of Aerospace & Defense Industries Association of Europe (ASD). He has been
a member of the Board of Directors of SHIPBUILDING AND INDUSTRIAL BUSINESS OF ELEFSINA SA and the SHIPBUILDING AND
INDUSTRIAL BUSINESS OF SYROS SA, as well as Managing Director of SHIPBUILDING AND INDUSTRIAL BUSINESS OF ELEFSINA SA. He
is a Member of the Board of Directors of MOTODYNAMICS SA since 2007. He has also served as Member of the Board of Hellenic Federation of
Enterprises (SEV) between 2002 and 2008 (Treasurer from 2006 to 2008). Between 2003 and 2007 he was a member of the Management Board of the
Professional Chamber of the Enterprise Policy Group of the European Commission.
Eleni Vrettou
She holds a BSc degree, majoring in Business Administration and Finance, from the University of Pennsylvania, USA (the Wharton School). She has
extensive experience (2003 - 2022) in the banking sector in Greece and abroad, where she has held various senior management positions, specialising in
corporate and investment banking. She currently holds the position of Managing Director at Attica Bank, and she has also held other important positions
including Head of Wholesale Banking Greece at HSBC Bank Plc, and Senior General Manager of Corporate & Investment Banking with the Piraeus
Banking Group. She has substantial experience in company financial analysis and financial and management consultancy. From 2019 to 2021 she has
been a member of a number of Boards of Directors, having been elected Chairperson of the Board of Directors for the companies PIRAEUS Financial
Leases SA, PIRAEUS Leases SA, PIRAEUS Factoring SA and CPB Leasing SA, and she is currently an Independent Board Member of Starbulk and a
member of the Management Committee of the Hellenic Association of Listed Companies.
Apart from the members of the Board of Directors, the Company employs eight (8) senior executives, whose positions and CVs are presented below:
1) Dimitrios Bozas – Financial Services Director
31
He holds the position of Financial Services Director of MOTODYNAMICS SA since September 2017. He is a member of the Economic Chamber and
holds the Class A Economist & Tax Consultant professional license. He has been working in the field of Financial Services for more than 20 years. In the
past, he has worked in various responsible positions in the Financial Directorates of G-Systems SA, Media Markt Hellas and Mars Hellas and as Financial
Director of CarGlass Greece. He is a graduate of the Department of Business Administration at the University of Macedonia in Thessaloniki.
2) Efstathios Anagnou – Information Technology Director
He holds the position of IT Director of MOTODYNAMICS SA since 2008. He has been working in the field of IT for more than 25 years. He has
previously worked in the S&B Industrial Minerals group (2001-2008) where, as a SAP Certified Consultant in Financial Accounting, he had been holding
the position of Head of Corporate Application in recent years. He has previously worked for seven years as an IT executive in the banking sector (Barclays
Bank Greece and Bank of Greece). He holds a bachelor’s degree in Informatics and Telecommunications from the National and Kapodistrian University
of Athens and an MSc in Information Systems Engineering from the University of Manchester Institute of Science and Technology (UMIST).
3) Sofia Thomaidou – Director of Human Resources
She holds the position of Human Resources Director of MOTODYNAMICS SA since December 2019. She has been working in the field of Human
Resources for more than 25 years and has been a manager in large-scale Greek and multinational companies, such as Schneider Electric, SC Johnson, ΝΝ,
where she has been involved in the design, development and implementation of programs to increase employee engagement and support organizations in
their efforts to maximize their human resources potential. She holds a Bachelor’s degree in Sociology from the American College of Greece (Deree
College) and an MSc (Social Management of Organizations) from the University of Lyon II in France. She is a mentor to many organizations such as
Women on Top, 100 mentors and Job Pairs and a certified trainer in Neuro-Linguistic Programming (NLP) from the American Board of NLP.
4) Maria Passia – Corporate Affairs Director
She holds the position of Corporate Affairs Director of MOTODYNAMICS SA since January 2021. She has been working in the field of Communication
and CRM for 28 years. In the past, from 1996 to 2021, she had worked in various responsible positions for the Porsche brand. She was involved in the
design and implementation of loyalty programs for customers and employees, as well as the development of the press office with the aim of strengthening
the brand in Greece.
5) Ioannis Sokialis - Yamaha Branch Manager
He holds the position of Yamaha Branch Manager since 2017. Since October 2021, he has been responsible for the brand also in Romania, Bulgaria,
Albania and Moldova. He has been working at MOTODYNAMICS SA since 1997, having served as Retail Sector Manager and Managing Director of its
Subsidiary, Motodiktyo SA (2011-2016), Land Products Sector Manager (2008-2010) and After Sales Support Sector Manager (2002-2007). He studied
Business Administration with a specialisation in Marketing at the Athens University of Economics and Business, from which he obtained a Master Degree
in Business Administration (MBA) with a scholarship.
6) Nikolaos Sinogiannis - Porsche Branch Manager
He has been holding the position of Porsche Branch Manager since October 2021. He has been working at MOTODYNAMICS SA since the beginning
of 2019, assuming the position of Retail and International Activities Branch Manager, having as his main duty the General Management of the Group’s
subsidiaries: Motodiktyo SA, Motodynamics SRL and Motodynamics. He has over 15 years of experience in key positions in the industry of Motorcycles.
He holds a Bachelor’s degree in mechanical engineering with an MSc in Industrial Production Systems and an Executive MBA degree from the Athens
University of Economics and Business.
7) George Livaditis - SIXT Branch Manager
He has been holding the position of Sixt Branch Manager since October 2021. He has been working at MOTODYNAMICS SA since 2004, having
assumed leading positions in the Yamaha and Motor Network industries. In 2019, after the acquisition of Lion Rental by MOTODYNAMICS, it switched
to the Sixt vehicle leasing industry. He holds a degree in IT and a Master in Marketing from the Athens University of Economics and Business.
8) Leonikos Mavrogenis - Motodiktyo Branch Manager
He has been holding the position of Motodiktyo SA Branch Manager since March 2021. He has been working in responsible positions in Sales and
Marketing departments for more than 20 years. He had worked at Beiersdorf, in the Sales and Marketing departments. After that, he had worked for ten
years at Essity, taking on the positions of Sales, Marketing, Commercial Director & Country Manager of Greece and Cyprus. Recently, he had been
working for seven years at OPAP, as Head of the Sales and Marketing departments of the Hellenic Lotteries. He holds a degree in Marketing Management
from ACG Deree.
32
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Independent Certified Auditor’s Report
To the Shareholders of
‘EMPORIKI EISAGOGIKI AFTOKINITON DITROHON KAI MIHANON THALASSIS SOCIETE
ANONYME’ (dba MOTODYNAMICS SA)
Audit Report on the Company and Consolidated Financial Statements
Opinion
We have audited the accompanying Company and Consolidated Financial Statements of the Company
‘EMPORIKI EISAGOGIKI AFTOKINITON DITROHON KAI MIHANON THALASSIS SOCIETE
ANONYME’ (dba MOTODYNAMICS SA) (otherwise ‘the Company’), which consist of the Company and
Consolidated Financial Position Statements as of 31 December 2022, the Company and Consolidated Statements
of Comprehensive Income, Statements of Changes in Equity and Cash Flow Statements for the year then ended,
as well as Notes comprising the summary of significant accounting policies and methods and other explanatory
notes.
In our opinion, the accompanying company and consolidated financial statements fairly present, in all material
respects, the financial position of the Company ‘EMPORIKI EISAGOGIKI AFTOKINITON DITROHON KAI
MIHANON THALASSIS SOCIETE ANONYME’ (dba MOTODYNAMICS SA) and its subsidiaries (the
Group) as of 31 December 2022, their corporate and consolidated financial performance and their corporate and
consolidated cash flows for the financial year ended on that date in accordance with International Financial
Reporting Standards as adopted by the European Union.
Basis of opinion
We have conducted our audit in accordance with International Auditing Standards (IAS), as transposed into Greek
legislation. Our responsibilities, in accordance with these standards are further described in the section of our report
entitled ‘Auditor’s Responsibility for the Audit of the Company and Consolidated Financial Statements’. We are
independent of the Company and the Group in accordance with the International Code of Ethics for Professional
Accountants of the International Accounting Standards Board, as incorporated into Greek law, and the ethical
requirements related to the audit of the Corporate and Consolidated Financial Statements in Greece and have
fulfilled our other ethical obligations in accordance with the requirements of the applicable legislation. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Major audit issues
The most important audit issues are those issues which, in our professional opinion, were of critical significance to
our audit of the Company and Consolidated Financial Statements for the audited year. These issues and the related
risks of material inaccuracy were handled within the context of the company audit and its consolidated financial
statements as a whole, with a view to forming our opinion thereon. We do not express a separate opinion on these
matters.
Estimation of useful life and residual value of vehicles (Consolidated Financial Statements)
Reference to Notes 3, 4 and 18 to the Consolidated Financial Statements
Major audit issue
How the significant audit issue was addressed in our
audit
The Group's property, plant and equipment as at 31
December 2022 include rental and operating lease
vehicles amounting to EUR 41,317 thousand, which
are valued at cost less accumulated depreciation and
losses due to impairment over the lease period, taking
into account, among other things, the residual value of
the vehicles in question.
The estimated useful life of vehicles, in accordance
with IAS 16 ‘Property, plant and equipment’, is based
on accounting data and their estimated future use, and
therefore relies to a significant extent on the judgement
exercised by management.
Vehicles are depreciated over their estimated useful
lives based on their estimated residual values. These
estimates are reviewed taking into account market-
related factors as well as the time span and use.
Changes are accounted for as a change in the book
value estimate of future depreciation.
Due to the importance of the respective amount of
funding dedicated to vehicles and the degree of
complexity and subjectivity of estimates for calculating
residual values and useful life, we consider the
Our audit procedures in this respect included,
among other things, the following:
Development of an understanding of the vehicle
management process as planned and implemented by the
Group.
Understanding, evaluating and reviewing the procedures
and approach used by the Management with regard to
evaluation of expected useful life and the residual value
of vehicles.
Evaluation of the reasonableness of key assumptions and
the methods used by management to determine the
respective estimates.
With regard to vehicles sold during the audited fiscal
year, sales price was compared against residual value in
order to assess the reasonableness of residual values
estimated by the Management.
We recalculated the depreciation factor for a sample
number of vehicles.
estimation of residual value of vehicles and their useful
life to be an important audit issue.
Lastly, we assessed the adequacy and appropriateness of
the disclosures contained in the Consolidated Financial
Statements.
Impairment testing of goodwill (Consolidated Financial Statements) and investments in subsidiaries
(Company Financial Statements)
Reference to Notes 3, 4, 5, 5.1 and 19 to the Company and Consolidated Financial Statements
Major audit issue
How the significant audit issue was addressed in our
audit
As of 31 December 2022, the Group has recognized an
amount of EUR 2,135 thousand in the Consolidated
Financial Statements for ‘Goodwill’. Goodwill is not
subject to depreciation but is tested annually for
impairment.
Furthermore, as of 31 December 2022, the Company
has recognized investments in subsidiaries amounting
to EUR 19,984 thousand, which are measured at cost
adjusted for impairment losses wherever deemed
necessary.
In accordance with IFRS requirements, management
tests goodwill for impairment annually, or more
frequently when there are indications that the book
value of the cash-generating units (CGUs) (individual
subsidiaries) to which goodwill has been allocated falls
below their recoverable amount.
Similarly, with regard to investments in subsidiaries,
impairment or any reversal of impairment is reviewed
whenever there are the respective indications. The
above evaluations require a significant degree of
judgement.
The Group estimates the recoverable amount of
CGUs/subsidiaries based on their value in use. The
calculation of value in use requires management's
estimates of variables such as average sales growth,
earnings before financial and investment activities,
depreciation and amortization, rate of growth, as well
as the discount rate.
These estimates require significant exercise of
judgment on the part of Management and involve a
degree of uncertainty. We therefore consider the
outcome of goodwill impairment test and investments
in subsidiaries to be an important audit matter.
Disclosures regarding the assumptions and the method
used for the impairment/reversal of impairment
calculation are material to the Company and
Consolidated Financial Statements.
Our audit procedures in this respect included, among
other things, the following:
1. We have reviewed the management's evaluation
criteria and analysis regarding whether there is
evidence of impairment as far as investments in
subsidiaries are concerned.
2. With regard to subsidiaries for which respective
indications were identified, or for the CGUs to which
goodwill was attributed, we performed the following
assessments with the assistance of our valuation
specialists:
i. We evaluated the appropriateness of the
methods followed to determine cash
generating units (CGUs), as well as the
calculation of their recoverable value;
ii. We assessed the reasonableness of the key
assumptions and estimates of future cash
flows. The main assumptions that were
reviewed included the trends in revenue
generated by CGUs, the profit before
financing and investment activities,
depreciation and amortization, growth rate,
and the discounted rate of future cash flows;
iii. We compared the key assumptions used in
management's valuation models with the
market trends and assumptions used in the
previous financial year, our knowledge of the
Group and the industry, and we reviewed
sensitivity analyses of these assumptions to
potential changes therein; and
iv. We verified the mathematical accuracy of the
calculations carried out in the models designed
to determine the value in use of the CGUs.
3. We assessed the reliability of management's
forecasts in developing business plans, by
comparing management's previous estimates and
forecasts against the actual performance of the
CGUs.
Lastly, we assessed the adequacy and appropriateness of
the disclosures contained in the Company and
Consolidated Financial Statements in relation to the
above matters.
Other matters
The Financial Statements of the Group and the Company for the previous fiscal years ended 31 December 2021
and 31 December 2020 (from which balances as at 1 January 2021 were derived), apart from the revaluation entries
disclosed in Note 4.22 to the Financial Statements, were audited by another audit firm. Audit reports with a
concurring opinion were issued on 31 March 2022 and 29 March 2021 by the statutory auditor.
Other information
The Board of Directors is responsible for other information. ‘Other information’ is included in the Board of
Directors' Report, which is referred to in the ‘Report on Other Legal and Regulatory Requirements’ in the
Corporate Governance Statement and the declarations by members of the Board of Directors, but does not include
the Company and Consolidated Financial Statements or the Audit Report thereon.
Our opinion on the Company and Consolidated Financial Statements does not cover ‘Other information’ and
accordingly we express no opinion or other form of assurance regarding it.
With regard to our audit of the company and consolidated financial statements, our responsibility is to read the
other information and, in this manner, to review whether the other information is materially inconsistent with the
company and consolidated financial statements or the knowledge we acquired during the audit or they appear to
otherwise contain material misstatements. If, based on the work we have carried out, we reach the conclusion that
this other information contains material misstatements, we are obliged to report the fact. We have nothing to report
regarding this matter.
Responsibilities of the Board of Directors and persons responsible for corporate governance on the
Company and Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Company and Consolidated
Financial Statements in accordance with International Financial Reporting Standards as adopted by the European
Union. This responsibility extends to maintaining the internal audit safeguards deemed necessary by the Board of
Directors, to ensure the preparation of company and consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
When preparing the Company and Consolidated Financial Statements, the Board of Directors is responsible for
evaluating the Company and the Group’s capacity to continue their business activities, disclosing any eventuality
or matters related to continued operation as a going concern and the use of the respective accounting principle,
unless the Board of Directors either intends to liquidate the Company and the Group, or suspend their operations,
or has no other realistic option other than proceeding with these actions.
The Company's Audit Committee is responsible for overseeing the financial reporting process of the Company and
the Group.
Auditors’ responsibility for the audit of the Company and Consolidated Financial Statements
Our aim is to obtain a reasonable assurance regarding whether the Company and Consolidated Financial Statements
are as a whole free from material misstatement, either due to fraud or error, and to issue an Auditor’s Report, which
contains our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the ISAs, as transposed into Greek legislation, will always detect a material
misstatement when one exists. Misstatements may be the result of fraud or error, and are considered material when,
either individually or in the aggregate, it could be reasonably expected that they would affect the financial
decisions of users made on the basis of these Company and Consolidated Financial Statements.
The Auditor’s duty, in accordance with International Accounting Standards as transposed into Greek legislation, is
to exercise professional judgement and maintain professional skepticism throughout the audit. In addition:
• We identify and evaluate the risks of material misstatement in the company and consolidated financial statements,
either due to fraud or error, by designing and performing audit procedures corresponding to these risks and obtain
audit evidence that are sufficient and appropriate to provide a basis to our opinion. The risk of failing to identify
any material misstatement due to fraud is higher than the risk of failing to identify a material misstatement due to
error, since the fraud may entail collusion, forgery, deliberate omissions, false assurances or the bypassing of
internal audit safeguards.
• We understand the internal audit safeguards related to our audit in order to design audit procedures appropriate to
the circumstances, but not with a view to expressing any opinion on the efficiency of said internal audit
safeguards devised by the Company or the Group.
• We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Board of Directors.
• We express an opinion on the appropriateness of the Board of Directors’ use of the going concern accounting
principle and, based on the audit evidence we have obtained, whether material uncertainty exists in relation to
events or circumstances that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that there is material uncertainty, we are obliged to draw attention to the relevant disclosures on
the Company and Consolidated Financial Statements in our Auditor’s Report or, if such disclosures are
inadequate, to differentiate our opinion. Our conclusions are based on the audit evidence obtained up to the date
of issue of the Auditor’s Report. However, future events or circumstances may result in the Company or the
Group ceasing to operate as a going concern.
• We evaluate the overall presentation, structure and content of the Company and Consolidated Financial
Statements, including disclosures, as well as whether the financial statements present underlying transactions and
events in a reasonable manner.
• We obtain sufficient and appropriate audit evidence regarding financial disclosures of the entities or business
activities within the Group, in order to express an opinion on the Consolidated Financial Statements. We are
responsible for guiding, monitoring and performing audits of the Company and its subsidiaries. We remain
exclusively responsible for our audit opinion.
In addition to other issues, with notify the persons responsible for the governance, our planned breadth and
schedule of the audit, as well as any significant audit finding, including any major shortcomings of the internal
audit safeguards identified during our audit.
In addition, we hereby declare to the competent authorities that we have complied with the relevant ethical
requirements for independence and have disclosed to them all relationships and other matters that may reasonably
be considered to affect our independence, as well as the relevant safeguards, where applicable.
Of the issues notified to the competent authorities, we have identified the issues with the most significance for the
audit of the Company and Consolidated Financial Statements in the audited year and which thus constitute major
audit issues. We describe these matters in the auditor's report unless a law or regulation precludes disclosure of
such matters or when, in extremely rare circumstances, we deem that a specific matter should not be disclosed in
our report since, by doing so, it would be reasonable to expect that the adverse consequences would outweigh the
public interest benefits of such disclosure.
Report on Other Legal and Regulatory Requirements
1 Report of the Board of Directors
The Board of Directors is responsible for the preparation of the Board of Directors' Report and the Corporate
Governance Statement included in this report. Our opinion on the Financial Statements does not cover the Board of
Directors' Report and we do not express an audit opinion on it. Our responsibility is to read the Board of Directors'
Report and, in doing so, consider whether, based on our audit of the Financial Statements, the information
contained in it is materially misstated or inconsistent with the financial statements or knowledge obtained in the
conduct of our audit. Based exclusively on this work in application of the provisions of Article 2(5) of
Law 4336/2015 (Part B), we note that:
(a) The Board of Directors’ Management Report includes a Corporate Governance Statement which provides the
information laid down in Article 152 of Law 4548/2018.
(b) In our opinion, the Directors’ Management Report has been prepared in accordance with applicable legal
requirements under Articles 150 and 153, and Article 152(1) (cases (c) and (d)) of Law 4548/2018, and its
content corresponds to the attached Company and Consolidated Financial Statements for the year ended 31
December 2022.
(c) On the basis of the knowledge acquired during our audit regarding ‘EMPORIKI EISAGOGIKI
AFTOKINITON DITROHON & MIHANON THALASSIS SOCIETE ANONYME’ (dba
MOTORDYNAMIKI SA) and its environment, we have identified no material misstatements in the Board of
Directors’ Report.
2 Supplementary Report to the Audit Committee
Our opinion on the Company and Consolidated Financial Statements is consistent with our Supplementary Report
to the Audit Committee of the Company dated 23 March 2023, as required by Article 11 of Regulation (EU)
No 537/2014 of the European Parliament and of the Council.
3 Provision of non-audit services
We did not provide the Company and its subsidiaries with non-audit services that are prohibited under Article 5 of
Regulation (EU) No 537/2014.
Permitted non-audit services provided to the Company and its subsidiaries by us during the fiscal year ended 31
December 2022 are disclosed in Note 37 to the accompanying Company and Consolidated Financial Statements.
4 Appointment of Auditors
We were appointed for the first time as statutory auditors to the Company by means of a decision taken by the
Annual Ordinary General Meeting of Shareholders on 16 June 2022.
5 Operating Regulation
The Company has an Operating Regulation which complies with the content foreseen by the provisions of Article
14 of Law 4706/2020.
6 Assurance Report on the European Single Electronic Format (ESEF) reference files
We have examined the digital files of the Company ‘EMPORIKI EISAGOGIKI AFTOKINITON DITROHON &
MIHANON THALASSIS SOCIETE ANONYME’ (dba MOTORDYNAMIKI SA) which have been prepared in
accordance with the European Single Electronic Format (ESEF) as determined by the European Commission
Delegated Regulation (EC) 2019/815, and amended by Regulation (EC) 2020/1989 (hereinafter referred to as the
ESEF Regulation), and which comprise the Company and Consolidated Financial Statements for the year ended 31
December 2022, in XHTML 213800PO787VGL2S3704-2022-12-31-en format.xtml, as well as the prescribed
XBRL file 213800PO787VGL2S3704-2022-12-31-el.zip with the appropriate tags, on the aforementioned
Consolidated Financial Statements, including the Consolidated Financial Statements disclosures.
Regulatory framework
The digital European Single Electronic Format (ESEF) files are compiled in accordance with the ESEF Regulation
and the Interpretative Communication 2020/C 379/01 of the European Commission of 10 November 2020, as
provided for by Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and
the Athens Stock Exchange (hereinafter ‘ESEF Regulatory Framework’).
In summary, this framework includes, inter alia, the following requirements:
• All annual financial reports must be prepared in XHTML format.
• With regard to Consolidated Financial Statements prepared under International Financial Reporting Standards,
financial information included in the Statement of Comprehensive Income, the Statement of Financial Position,
the Statement of Changes in Equity, and the Cash Flow Statement, as well as the notes to the consolidated
financial statements must be tagged with XBRL 'tags' in accordance with the ESEF Taxonomy, as applicable.
The ESEF technical specifications, including the taxonomy providing the hierarchical structure used to classify
financial information, are set out in the ESEF Regulatory Technical Standards (RTS).
• The requirements set out in the current ESEF Regulatory Framework offer appropriate criteria on which
express a conclusion that provides reasonable assurance.
Responsibilities of the Board of Directors and persons responsible for corporate governance
The Board of Directors is responsible for the preparation and presentation of the Company and Consolidated
Financial Statements for the year ended 31 December 2022 in accordance with the requirements of the ESEF
Regulatory Framework, and for such internal control safeguards as the Board of Directors deems necessary to
enable the preparation of digital records that are free from material misstatement, whether due to fraud or error.
Responsibilities of the Auditor
It is our responsibility to plan and carry out this assurance work, in accordance with the 214/4/11-02-2022
Resolution of the Board of Directors of the Accounting Standards and Audit Committee (ELTE) and the
‘Guidelines regarding the work and assurance reports by Certified Public Accountants on the European Single
Electronic Reporting Format (ESEF) for issuers with securities listed on a regulated market in Greece’, as issued by
the Institute of Certified Public Accountants (SOEL) on 14 February 2022 (hereinafter referred to as ‘ESEF
Guidelines’), so as to obtain reasonable assurance that the Company and Consolidated Financial Statements
prepared by the Board of Directors in accordance with ESEF comply in all material respects with the applicable
ESEF Regulatory Framework.
Our work was conducted in accordance with the International Code of Ethics for Professional Accountants of the
International Accounting Standards Board, as incorporated into Greek legislation, and we have fulfilled our ethical
obligations of independence, in accordance with Law 4449/2017 and Regulation (EU) 537/2014.
The assurance work we performed was limited to the items covered by the ESEF Guidelines and was performed in
accordance with the International Standard on Assurance Engagements 3000, ‘Assurance Engagements Other Than
Audit or Review of Historical Financial Information’. Reasonable assurance constitutes a high level of assurance,
but it is not a guarantee that this work will always detect material errors with regard to non-compliance with the
requirements of the ESEF Regulation.
Conclusion
Based on the work performed and the evidence obtained, we conclude that the Company and Consolidated
Financial Statements for fiscal year ended 31 December 2022, in XHTML file format 213800PO787VGL2S3704-
2022-12-31-el.xtml, as well as the prescribed XBRL file 213800PO787VGL2S3704-2022-12-31-el.zip with
appropriate tags, on the aforesaid Consolidated Financial Statements, including the disclosures in the Consolidated
Financial Statements, have been prepared, in all material respects, in accordance with the requirements of the ESEF
Regulatory Framework.
Athens, 29 March 2023
KPMG Chartered Auditors & Accountants SA
Institute of Certified Public Accountants (SOEL) Reg. No 114
Vassilios Kaminaris, Certified Public Accountant
Institute of Certified Public Accountants (SOEL) Reg. No 20411
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
ANNUAL CORPORATE & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2022
IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as the latter have been adopted by the European Union
43
STATEMENT OF COMPREHENSIVE INCOME FOR THE FISCAL YEAR ENDED 31 DECEMBER 2022
(amounts in euro)
GROUP
COMPANY
Notes
1.1 - 31.12.2022
1.1 - 31.12.2021
1.1 - 31.12.2022
1.1 - 31.12.2021
Sales
6
82.003.472,66
65.148.751,23
Cost of Sales
7
(98.111.894,54 )
(71.802.141,79 )
(66.421.684,40)
(53.092.171,20)
Gross Profit
15.581.788,26
12.056.580,03
Other income
10
1.325.173,26
261.524,14
Administrative expenses
8
(5.246.634,10 )
(4.128.592,46 )
(3.897.274,53)
(3.330.290,03)
Sales and distribution expenses
9
(12.701.503,11 )
(10.632.636,74 )
(7.420.752,90)
(6.432.726,99)
Other expenses
11
(512.554,41 )
(1.017.910,46 )
(197.971,78)
(828.914,86)
Operating profits
5.390.962,31
1.726.172,29
Dividends from subsidiaries
12
400.000,00
-
Financial income
993,34
158,00
Financial expenses
13
(1.489.722,55 )
(1.236.615,61 )
(209.668,33)
(277.719,89)
Profit before tax
5.582.287,32
1.448.610,40
Income tax
14
(3.739.638,94 )
(1.300.493,95 )
(1.261.692,95)
(600.261,43)
Profit / Loss after tax
4.320.594,37
848.348,97
Attributable to:
Parent company owners
4.320.594,37
848.348,97
Minority interests
5
-
-
Profit after tax
4.320.594,37
848.348,97
OTHER COMPREHENSIVE
INCOME
Items not subsequently classified in
the Statement of Comprehensive
Income
Actuarial profits
31
75.335,39
3.439,49
Deferred tax
14
(19.181,95 )
(1.585,47 )
(16.573,79)
(756,69)
Items that may be subsequently
classified in the Statement of
Comprehensive Income
Other comprehensive income/(loss) for
the period
(2.233,72 )
(24.612,64 )
-
-
Other comprehensive income/losses
after tax
(18.991,43 )
58.761,60
2.682,80
Aggregate comprehensive income
after taxes
4.379.355,98
851.031,77
Attributable to:
Equity holders of the parent
4.379.355,98
851.031,77
Minority interests
-
-
4.379.355,98
851.031,77
Basic earnings per share net of tax (in
€)
17
0,1451
0,0292
Diluted earnings per share (in Euro):
17
0,1444
0,0292
The accompanying notes on pages 48-97 form an integral part of the Financial Statements.
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
ANNUAL CORPORATE & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2022
IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as the latter have been adopted by the European Union
44
STATEMENT OF FINANCIAL POSITION
as of 31 December 2022
(amounts in euro)
GROUP
COMPANY
Notes
31 December
2022
31 December
2021 Restated
(*)
31 December
2022
31 December
2021 Restated
(*)
ASSETS
Tangible fixed assets (PPE)
18
4.468.191,87
4.239.816,80
Goodwill
19
-
-
Intangible assets
21
391.896,80
387.727,15
Right-of-use assets
20
4.663.735,05
3.956.099,45
Deferred tax assets
14
615.140,25
765.883,97
Investments in subsidiaries
5
19.984.291,66
17.583.318,32
Option claims
5.2
210.034,00
388.422,00
Other long-term receivables
39
415.968,47
390.345,19
Long-term assets
30.749.258,10
27.711.612,88
Inventories
22
10.223.799,12
5.338.184,26
Trade accounts receivable
23
1.616.848,25
1.545.201,58
Amounts due from subsidiaries
40
1.625.879,81
2.898.580,51
Other receivables
24
715.786,70
769.228,14
Deferred expenses
25
406.538,86
274.321,43
Cash and cash equivalents
26
4.068.005,11
2.674.617,88
Short-term assets
18.656.857,85
13.500.133,80
Total assets
49.406.115,95
41.211.746,68
EQUITY AND LIABILITIES
Equity
Share capital
28
10.530.000,00
10.530.000,00
Share premium
28
9.042.787,31
9.042.787,31
Reserves
29
1.436.006,08
1.161.214,76
Reserves for allocation of free shares to directors
27
1.186.727,43
844.727,43
Own Shares
29
(132.389,81 )
(59.540,90 )
(132.389,81)
(59.540,90)
Cumulative consolidation exchange differences
(369.402,42 )
(367.168,70 )
-
-
Results carried forward
(809.352,85 )
3.693.471,29
735.962,17
Equity attributable to owners of the parent company
25.756.602,30
22.255.150,77
Minority interests
-
-
Total equity
25.756.602,30
22.255.150,77
Long-term liabilities
Long-term loans
33
-
-
Provision for staff retirement compensation
31
152.137,52
215.939,66
Other long-term liabilities
18.725,00
13.000,00
Option liabilities
5.2
166.855,00
407.458,00
Long-term lease liabilities
20
4.139.307,62
3.525.135,74
Total long-term liabilities
4.477.025,14
4.161.533,40
Current liabilities
Trade payables
32
12.477.891,79
9.553.107,89
Contractual obligations
35
2.978.497,73
1.737.220,71
Short-term loans
33
-
-
Income tax payable
14
436.780,32
263.350,36
Short-term lease liabilities payable in the following fiscal year
34
724.283,17
562.342,12
Other short-term Liabilities
34
2.555.035,50
2.679.041,42
Total short-term liabilities
19.172.488,51
14.795.062,50
Total liabilities
23.649.513,65
18.956.595,90
Total Equity and Liabilities
49.406.115,95
41.211.746,68
The accompanying notes on pages 48-97 form an integral part of the Financial Statements.
(*) Line items for the year ended 31 December 2021 restated as mentioned in Note 4.22
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
ANNUAL CORPORATE & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2022
IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as the latter have been adopted by the European Union
45
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE GROUP IN THE FISCAL YEAR ENDED 31 DECEMBER 2022
(amounts in euro)
Share capital
Share premium
Reserves
Cumulative
consolidated
exchange
differences
Reserves for
allocation of free
shares to
directors
Treasury
Shares
Purchase
Results carried
forward
Total Equity
Attributable to
shareholders of
the parent
company
Minority
interests
Total Equity
Total Equity as of financial period start
(1 January 2021)
(342.556,05 )
(33.444,40 )
(3.703.595,96 )
Income from purchase / option rights of
minority shares in subsidiaries
(650.685,00 )
(650.685,00 )
(650.685,00 )
31 December 2021 Restated (*) Equity
Starting 1 January 2021
(342.556,05 )
(33.444,40 )
(4.354.280,96 )
Transfer to Reserves
(79.449,78 )
Reserves for allocation of shares to key
executive staff (Note 27)
Dividends (Note 30)
(585.000,00 )
(585.000,00 )
(585.000,00 )
Purchase/Cancellation of own shares
(26.096,50 )
(26.096,50 )
(26.096,50 )
Transactions with parent company
equity holders
(26.096,50 )
(664.449,78 )
(161.096,50 )
(161.096,50 )
Results for the period (1/1 – 31/12/2021)
Other comprehensive income for the
year after tax:
Other total income/(losses)
(24.612,64 )
(18.897,46 )
(93,97 )
(18.991,43 )
Total comprehensive income/(losses)
(24.612,64 )
Total Equity as of year end - 31
December 2021
(367.168,70 )
(59.540,90 )
(809.352,85 )
Total Equity at fiscal period start (1
January 2022)
(367.168,70 )
(59.540,90 )
(809.352,85 )
Transfer to Reserves
(606.446,73 )
(2.650,08 )
(2.650,08 )
Reserves for allocation of shares to key
executive staff (Note 27)
Dividends (Note 30)
(1.170.000,00 )
(1.170.000,00 )
(1.170.000,00 )
Purchase/Cancellation of own shares
(72.848,91 )
(49.904,45 )
-
(49.904,45 )
Transactions with parent company
equity holders
(72.848,91 )
(1.753.502,27 )
(880.554,53 )
(880.554,53 )
Results for the period (1/1 – 31/12/2022)
Other comprehensive income for the
year after tax:
Other total income/(losses)
(2.233,72 )
Total comprehensive income/(losses)
(2.233,72 )
Total Equity at fiscal year end - 31
December 2022
(369.402,42 )
(132.389,81 )
The accompanying notes on pages 48-97 form an integral part of the Financial Statements.
(*) Line items for the year ended 31 December 2021 restated as mentioned in Note 4.22
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
ANNUAL CORPORATE & CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2022
IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as the latter have been adopted by the European Union
46
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE COMPANY IN THE FISCAL YEAR ENDED 31 DECEMBER 2022
(amounts in euro)
Share capital
Share premium
Reserves
Reserves for
allocation of free
shares to directors
Treasury
Shares
Purchase
Results carried
forward
Total
Total Equity as of financial period start (1
January 2021)
10.530.000,00
9.042.787,31
1.116.114,51
394.727,43
(33.444,40)
1.165.715,65
22.215.900,50
Income from purchase / option rights of minority
shares in subsidiaries
-
-
-
-
-
(650.685,00)
(650.685,00)
31 December 2021 Restated (*) Equity Starting 1
January 2021
10.530.000,00
9.042.787,31
1.116.114,51
394.727,43
(33.444,40)
515.030,65
21.565.215,50
Transfer to Reserves
-
-
42.417,45
-
-
(42.417,45)
-
Reserves for allocation of shares to key executive
staff (Note 27)
-
-
-
450.000,00
-
-
450.000,00
Dividends (Note 30)
-
-
-
-
-
(585.000,00)
(585.000,00)
Purchase/Cancellation of own shares
-
-
-
-
(26.096,50)
-
(26.096,50)
Transactions with parent company equity
holders
-
-
42.417,45
450.000,00
(26.096,50)
(627.417,45)
(161.096,50)
Result for the year (1/1 – 31/12/2021)
-
-
-
-
-
848.348,97
848.348,97
Other comprehensive income for the year after
tax:
Other total income/(losses)
-
-
2.682,80
-
-
-
2.682,80
Total comprehensive income/(losses)
-
-
2.682,80
-
-
848.348,97
851.031,77
Total Equity at 31 December 2021
10.530.000,00
9.042.787,31
1.161.214,76
844.727,43
(59.540,90)
735.962,17
22.255.150,77
Total Equity at fiscal period start (1 January
2022)
10.530.000,00
9.042.787,31
1.161.214,76
844.727,43
(59.540,90)
735.962,17
22.255.150,77
Transfer to Reserves
-
-
216.029,72
-
-
(216.029,72)
-
Reserves for allocation of shares to key executive
staff (Note 27)
-
-
-
342.000,00
-
-
342.000,00
Dividends (Note 30)
-
-
-
-
-
(1.170.000,00)
(1.170.000,00)
Purchase/Cancellation of own shares
(72.848,91)
22.944,46
(49.904,45)
Transactions with parent company equity
holders
-
-
216.029,72
342.000,00
(72.848,91)
(1.363.085,26)
(877.904,45)
Results for fiscal year (1/1 – 31/12/2022)
-
-
-
-
-
4.320.594,37
4.320.594,37
Other comprehensive income for the year after
tax:
Other total income/(losses)
-
-
58.761,60
-
-
-
58.761,60
Total comprehensive income/(losses)
-
-
58.761,60
-
-
4.320.594,37
4.379.355,98
Total Equity at fiscal year end - 31 December
2022
10.530.000,00
9.042.787,31
1.436.006,08
1.186.727,43
(132.389,81)
3.693.471,29
25.756.602,30
The accompanying notes on pages 48-97 form an integral part of the Financial Statements.
(*) Line items for the year ended 31 December 2021 restated as mentioned in Note 4.22
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
47
CASH FLOW STATEMENT FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2022
(amounts in euro)
Indirect Method
GROUP
COMPANY
Note
31 December
2022
31 December
2021
31 December
2022
31 December
2021
Operating Results
Profit/Loss for the period post-tax
4.320.594,37
848.348,97
Plus/minus adjustments for
Depreciation
16
1.696.824,09
1.696.136,93
Provision for staff retirement indemnity
31
107.968,08
230.966,19
Provision for doubtful receivables
23
192.083,27
21.836,93
Provision for slow moving inventory
22
38.709,87
(33.956,00)
Provision of shares to management members
27
342.000,00
450.000,00
Foreign exchange differences
1.056,87
453,75
Impairment of fixed assets
75.842,18
248.210,44
Income from reversal of impairment losses for
participatory holdings
(1.140.000,00)
-
Profit or loss (income, expenses, profits and losses) of
investing operations
(919.303,32 )
(655.876,56)
292.764,77
Credit interest
(1.411,02 )
(426,28 )
(993,34)
(158,00)
Debit interest and related expenses
13
208.611,46
277.266,14
Income tax
1.261.692,95
600.261,43
or related to operational activities
Decrease / (Increase) in:
Inventories
22
(6.926.055,24 )
(4.924.324,73)
2.495.909,09
Vehicle fleet change
(21.308.166,14 )
(8.638.125,17 )
(604.022,46)
41.243,95
Long-term receivables
(43.403,77 )
(25.623,28)
421.679,56
Trade accounts receivable
23
(6.104.014,77 )
1.008.970,76
(144.581,18)
Other short-term receivables
24
(2.719.440,49 )
(154.618,17)
(470.951,42)
(Decrease) / Increase in (except banks):
Long-term liabilities
(17.867,74 )
5.725,00
9.300,00
Trade payables
32
4.245.182,14
2.060.581,02
Other short term liabilities
34
(249.914,47)
293.267,04
Less:
Debit interest and relevant expenses paid
(1.489.722,55 )
(1.236.189,33 )
(208.611,46)
(277.266,14)
Taxes paid
(948.122,71 )
(330.808,36 )
(804.033,18)
(330.808,36)
Realized foreign exchange differences
(5.182,09 )
(15.082,97 )
(1.056,87)
(453,75)
Realized depreciation of goods
-
-
Staff indemnity payment
31
(162.867,11 )
(262.245,22 )
(96.434,83)
(216.924,36)
Total cash inflow from operating activities (a)
(5.121.290,59 )
4.639.751,69
8.513.127,00
Investment Activities
Receipts from dividends from subsidiaries
400.000,00
-
Purchase of tangible and intangible fixed assets
(952.176,58 )
(2.033.715,96 )
(539.689,83)
(1.541.304,14)
Proceeds from the sale of tangible and intangible fixed
assets
-
214.509,08
Interest received
993,34
158,00
Subsidiaries share capital increase/decrease
(1.260.973,34)
157.089,40
Total cash inflow from investing activities (b)
(950.765,56 )
(1.176.637,92 )
(1.399.669,83)
(1.169.547,66)
Financing Activities
Purchase of own shares
(72.848,91 )
(26.096,50 )
(72.848,91)
(26.096,50)
Receipts from issued/utilized loans
33
-
-
Loan repayments
33
(5.500.000,00 )
(3.752.079,75 )
-
(3.502.079,75)
Finance capital lease payments
(1.390.091,95 )
(1.172.009,77 )
(603.845,72)
(563.889,48)
Payment of dividends
30
(1.170.000,00 )
(585.000,00 )
(1.170.000,00)
(585.000,00)
-Total cash inflow / (outflow) from financing
activities (c)
(5.535.186,02 )
(1.846.694,63)
(4.677.065,73)
Net increase / (decrease) in cash and cash
equivalents (a) + (b) + (c)
(704.997,01 )
1.393.387,23
2.666.513,61
Cash and cash equivalents as at fiscal period start
2.674.617,88
8.104,27
Cash and cash equivalents as at fiscal period start
4.068.005,11
2.674.617,88
The accompanying notes on pages 48-97 form an integral part of the Financial Statements.
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
48
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
49
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
50
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
51
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
52
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
53
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
54
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
55
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
56
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
57
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
58
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
59
-
-
-
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
60
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
61
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
62
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
63
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
64
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
65
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
66
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
67
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
68
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
69
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
70
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
71
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
72
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
73
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS
AT 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
74
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS
AT 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
75
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS
AT 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
76
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
77
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
78
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
79
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
80
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
81
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
82
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
83
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
84
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
85
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
86
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
87
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
88
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
89
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
90
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
91
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
92
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS
AT 31 DECEMBER 2022
(All amounts expressed in euros, unless stated otherwise)
93
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
OF 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
94
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
OF 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
95
The following persons are responsible for the preparation of the Company and Group Annual Financial Statements for the period
ended on 31 December 2022 and approved by the Board of Directors on 29 March 2023:
Maroussi, 29 March 2023
Chairman of the Board & CEO
Vice-Chairman of the
Board
Chief Financial Officer
Paris Kyriakopoulos
Kriton Anavlavis
Dimitrios Bozas
ID CARD NO: ΑΟ 558055
ID CARD NO: ΑΚ 061616
General Commercial Registry No.
0048740 Class A
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
OF 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
96
TABLE OF REFERENCES TO THE INFORMATION OF ARTICLE 10 OF LAW 3401/2005
Date
Communication
Email address
Remarks
Annual Financial Results 2021
2022
Annual Financial Report of the Company & Group for the year
from 1 January to 31 December 2021
https://motodynamics.gr/enimerosi-ependiton/
Financial Results 6 months 2022
2022
Semi-Annual Financial Report of the Company & Group for the
period from 1 January to 30 June 2022
https://motodynamics.gr/enimerosi-ependiton/
Own Share Purchase Announcements
2022
Own Share Purchase Announcements
https://motodynamics.gr/enimerosi-ependiton/
General Meetings
26.05.2022
Report of Independent Non-Executive Members of the Board of
Directors
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Curriculum Vitae Eleni Vrettou
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Minority interest
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Announcement of total number of shares and voting rights
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Supplementary information regarding personal data processing
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Terms and conditions for remote General Meetings of
Shareholders
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Proxy form
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Informative note regarding election of a new Board member
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Activity report by the Audit Committee
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Board of Directors’ Remuneration Report
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Draft decisions for each agenda of the Ordinary General
Meeting
https://motodynamics.gr/enimerosi-ependiton/
26.05.2022
Notice to Ordinary General Meeting of Shareholders
https://motodynamics.gr/enimerosi-ependiton
16.06.2022
Announcement of Dividend Entitlement Cut-off
https://motodynamics.gr/enimerosi-ependiton/
17.06.2022
Announcement of Share Acquisition Program
https://motodynamics.gr/enimerosi-ependiton/
17.06.2022
Announcement of the election of a new Board member
https://motodynamics.gr/enimerosi-ependiton/
17.06.2022
Announcement of Decisions of the Ordinary General Meeting
https://motodynamics.gr/enimerosi-ependiton/
General Communications
Date
Communication
Email address
Remarks
10.02.2022
Economic Calendar
https://motodynamics.gr/enimerosi-ependiton/
22.03.2022
Economic Calendar / Amendment
https://motodynamics.gr/enimerosi-ependiton/
04.05.2022
Economic Calendar / Amendment
https://motodynamics.gr/epimerase-ependiton/
06.07.2022
Announcement of the launch of the Company’s Own Share
Purchase Program
https://motodynamics.gr/enimerosi-ependiton/
29.07.2022
Announcement of Free Allocation of the Company’s Own
Shares
https://motodynamics.gr/enimerosi-ependiton/
05.10.2022
Free Allocation of Equity Shares to Obligated Persons
https://motodynamics.gr/enimerosi-ependiton/
05.10.2022
Announcement of Free Allocation of the Company’s Own
Shares
https://motodynamics.gr/enimerosi-ependiton/
24.10.2022
Handover of the baton
https://motodynamics.gr/enimerosi-ependiton/
14.12.2022
Announcement of tax audit results for 2022
https://motodynamics.gr/enimerosi-ependiton/
28.12.2022
Announcement: Transaction by Paris Kyriakopoulos as
Chairman of the Board of Directors
https://motodynamics.gr/enimerosi-ependiton/
28.12.2022
Announcement: Notification of a change in the percentage
holdings of Paris Kyriakopoulos
https://motodynamics.gr/enimerosi-ependiton/
Notes: The announcements of the table of references are also posted on the Athens Exchange website: http://www.athexgroup.gr/el/
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS SOCIETE
ANONYME
under the distinctive title “MOTODYNAMICS S.A.”
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
OF 31 DECEMBER 2022
(All amounts are expressed in euros, unless otherwise stated)
97
AVAILABILITY OF FINANCIAL STATEMENTS
The annual financial statements, the certificates of the statutory auditors and the reports of the Boards of Directors of the companies
incorporated in the Company’s consolidated financial statements are posted on the Company’s website www.motodynamics.gr where
they will be available to investors for a minimum period of five (5) years from the date of preparation and publication